HP PARTNER FOR GROWTH PROGRAM TERMS EFFECTIVE MAY 1ST, 2013 The HP Partner for Growth Program Terms (“Program Terms”) define the HP Partner for Growth Program (‘Program’) business process and terms and conditions in conjunction with and as an addendum to the HP Partner Agreement and the HP PartnerOne Program Terms . To qualify for the Program, you must have a signed HP Partner Agreement and maintain HP PartnerOne status for the duration of the Program. In the event of any conflict between these Terms and the HP Partner Agreement and/or the HP PartnerOne Program Terms, these Terms will govern any subject matter of this Program, in accordance with section 16.k of the HP Partner Agreement. Capitalized terms not otherwise defined in these Terms are defined in the HP Partner Agreement. Participation in the Program is subject to the following terms: 1. 1.1. PROGRAM DESCRIPTION Program Objective The Program incentivizes Resellers to develop and win new business opportunities, as defined separately for each applicable HP business unit in the relevant attachment to the Program Terms (“New Business Opportunity”). Where Reseller develops and registers a New Business Opportunity which is approved by HP and subsequently won, Reseller will receive enhanced special pricing for the Deal from HP in accordance with the following Program Terms. 1.2. Registration In order to apply for the Program, Reseller must register via the HP Partner Portal each New Business Opportunity for which it wishes to obtain Partner for Growth status, which opportunity will be called ‘Deal’ as from the registration. In addition, as a necessary prerequisite in order to allow payment, Reseller must introduce the special price request and any further change request into the HP Smart Quote tool (HP’s online system used to process requests and quotes for special pricing and accessible via the HP Partner Portal). Furthermore, the Smart Quote request must make reference to a valid and approved PfG deal ID (deal ID is provided by the HP Partner Portal at registration); and the “Partner for Growth Channel Program” tick box must be checked. Following the registration, HP will verify the registered PfG Activities for the Deal. Based on the different elements at hand HP will decide whether or not it is prepared to provide Partner for Growth status for the Deal and confirm its decision to approve or refuse to Reseller on the PfG portal and/or by autogenerated e-mail (the ‘Communication’). An approved Deal will provide Partner for Growth status for the Deal to the Reseller concerned, for the period mentioned in the attachment(s) to the Program Terms (the ‘Validity Period’), starting retroactively on the date of registration. HP will be entitled to extend the initial Validity Period. Based on the Partner for Growth status Reseller will receive an enhanced special price provided the Deal is won by the Reseller within the Validity Period. In principle, a Deal can be registered only once, meaning that per Deal only one Reseller will be approved under the Program, without prejudice to section 1.3. Incremental business for the Deal identified during the Validity Period may also qualify. 1.3. Multiple applications In the event of multiple applications for a Deal under the Program, HP may require Reseller to provide additional information (including but not limited to data related to meetings held with Customer and other specific efforts to introduce and position the HP Products), in order to assess the PfG Activities performed by the different applying Resellers, and determine whether Reseller qualifies under the Program for the Deal. In particular circumstances, HP may exceptionally decide to qualify more than one Reseller for the Deal or to remove and replace a Reseller approved for a Deal. 2. PROGRAM PREREQUISITES Reseller must have Preferred Partner or Specialist status and meet the HP “HP PartnerOne Program Terms for Specialists or Preferred Partners” throughout the duration of its participation in the Program. 3. PROGRAM REQUIREMENTS In order to obtain Partner for Growth status under the Program, Reseller must register the performance of PfG Activities on the Deal and meet the requirements for the relevant HP product group(s) listed in the attachment(s) to the Program Terms (‘Requirements’). Reseller must meet the Requirements throughout the duration of its participation in the Program. 4. PROGRAM ADMISSION Reseller’s participation in the Program will be effective upon HP’s written confirmation by e-mail or otherwise that Reseller meets the Requirements of the Program. EMEA FY13 v3.0 HP Confidential Page 1 of 5 5. PROGRAM BENEFITS Following HP Communication of approval of the Deal for the Program, HP will grant Reseller access to an enhanced special price provided the Deal is won and as such registered by the Reseller within the Validity Period. This enhanced special price will be confirmed by HP in a Won Deal OPG subject to the HP Partner End-User Special Negotiated Discount (SND) Program Terms and/or in a Partner Non-Standard Discount subject to the HP Partner Product Promotion and Channel Partner Discount Terms, as indicated by HP and further described in said Terms. The enhanced special price is established at the time the Won Deal OPG is created following Reseller’s notification of HP that the Deal has been Won. The enhanced special prices applied are the ones valid at the time the Won Deal OPG is created (not the ones valid at the time the Deal has been approved). Likewise, if the Won Deal OPG is updated, the enhanced special prices that apply are the ones valid at the time the Won Deal OPG was created, not at the time the Won Deal OPG was updated. HP reserves the right, for any Deal approved for the Program, to withdraw the approval and refrain from applying the enhanced special price under this Program when: i. HP finds that Reseller is already quoting on the same deal with competing products or services or II. as a result of the specific End-User SND subsequently granted to Reseller for that same deal in view of the competitive circumstances the Deal would be no longer economically viable for HP (as solely determined by HP) or III. HP finds that the conditions under which the Deal was approved are not met anymore at Won Deal OPG creation (for example customer decided to not purchase the new BU technologies as for Deal approval) 6. PROGRAM PARTICIPATION 6.1. Reseller may terminate its participation in the Program at any time with or without cause subject to written notice to HP. 6.2. HP may terminate Reseller’s participation in the Program by written notice with immediate effect, should: (i) HP reasonably suspects or finds Reseller to have been engaged in intentionally erroneous or fraudulent Deal registration or use of the special price (including but not limited to deceptive conduct, misrepresentations, concealing material facts that would have led to a different decision and violation of anti-corruption laws), or (ii) Reseller fail to meet any of the Program Terms following a written invitation from HP to remedy the situation within ten (10) working days. Should Reseller fail to meet any of the Program Prerequisites, HP may terminate Reseller’s participation in the Program by written notice with immediate effect. 6.3. 7. Participation in the Program shall automatically terminate when either the HP Partner Agreement or (the membership to) the HP PartnerOne Program is terminated. PROGRAM CHANGES AND TERMINATION 7.1. HP may change the Program Terms at any time. Changes will be effective 30 days from the date the modified Programs Terms are posted on the HP Partner Portal. 7.2. At its discretion HP may suspend the Program at any time with immediate effect for the duration and HP product group(s) it indicates, effective for all New Business Opportunities; however during such suspension the Program will continue to apply for all Deals approved by HP before the suspension entered into effect. 7.3. HP reserves the right to terminate the Program at any time, with or without cause, subject to thirty (30) days written notice by posting on the HP Partner Portal. EMEA FY13 v3.0 HP Confidential Page 2 of 5 Attachment 1 to the HP Partner for Growth Program Terms HP Partner for Growth Program Requirements for HP Enterprise Group (EG) HP EG business units: HP Enterprise Storage, Servers and Networking (ESSN) and Technology Services (TS) ESSN business units: HP Industry Standard Servers (ISS), HP Storage Division (HPSD), HP Business Critical Systems (BCS), HP Networking (HPN) In order to be authorized to participate in the Partner for Growth Program for HP EG, Reseller must meet the following Requirements:  Accreditation: Reseller must hold at least one of the HP ESSN Specializations under the PartnerOne Program or TS Specializations under the ServiceOne Program.  Scope: the Program, is available for the Product Lines listed on the Deal Registration Portal, Partner for Growth Program  New Business Opportunity: o Opportunity is either (i) a new account for the HP EG business unit (customer has not purchased the specific EG business unit Products or services based on HP Products from HP or an HP Reseller in the two (2) years preceding the Deal) or (ii) a new project in an existing account as approved by HP and requiring substantial effort or investment by the partner (for example involving new EG BU technologies or with a new customer branch or subsidiary),  Discount levels: The discount levels applied to the Indicative Buy Price to give the enhanced special price referred to in section 5 (‘Discount Levels’) are set out in Attachment 1A. From time to time HP may introduce a booster to give an enhanced Discount Level on certain or all product lines. The booster discount level (which will be added to the Discount Level and then applied to the Indicative Buy Price) and the period to which it relates will be specified directly in Attachment 1A.  Minimum Deal Value: In order to be considered for the Program, each Deal must reach the minimum net value posted on the Deal Registration Portal, Partner for Growth Program  Deal registration Validity Period: three (3) months starting from the Communication.  Distributor Nomination: Reseller must nominate one Distributor when it registers the New Business Opportunity. This nomination shall remain valid for the whole Deal cycle and Reseller will not be able to receive benefits under this Program for purchases from a different Distributor unless it has written approval from HP for such an exception. HP may grant exceptions in the following situations without limitation: o if stock is not available, on request of the first chosen Distributor o If credit line is not available, on request of the first chosen Distributor o If Reseller reasonably demonstrates that the original Distributor did not add value to the Deal, on Reseller request. This requirement is intended to protect the Distributor’s investment in the Deal and help to gain their support for the Program. Outside of this Program the Reseller remains free to purchase from other Distributors on the Deal and may be eligible for other benefits. EMEA FY13 v3.0 HP Confidential Page 3 of 5 Attachment 1A to the HP Partner for Growth Program Terms HP Partner for Growth Discount Levels for HP Enterprise Group (EG) Effective May 1st, 2013 (1) (2) PfG Discount Levels apply on the portion of the Deal related to PartnerOne Specialization, e.g. a Reseller which holds the Advanced Storage Specialization will get 10% on HPSD Standard PLs and 15% on HPSD Strategic PLs TS Discount Levels apply to pure TS Deals e.g. Deals including only TS Product Lines PfG Discount Levels apply on Indicative Buy Price PfG Discount Levels above apply to PfG program in following countries: France, Italy, Spain, Portugal, Austria, Belgium & Luxemburg, Denmark & Faroe Islands, Greenland, Iceland, Finland & Baltics, Netherlands, Norway, Sweden, Switzerland & Liechtenstein, Turkey, Greece, Saudi Arabia, Poland EMEA FY13 v3.0 HP Confidential Page 4 of 5 Attachment 2 to the HP Partner for Growth Program Terms HP Partner for Growth Program Requirements for Printing and Personal Systems (PPS) - Personal Computers In order to be authorized to participate in the Partner for Growth Program for HP PPS PC, Reseller must meet the following Requirements, unless specified differently in local country conditions:  Scope & Accreditation: Depending on local conditions, may be available for: o Workstations, Mobile Workstations, Thin Client, Value Notebooks, Value Desktops and Retail Solutions. o HP PartnerOne Partners or a named segment of HP PPS PC Reseller Partners  New Business Opportunity: Subject to local country conditions, an opportunity is for a non-HP attended Customer which has not purchased HP PPS PC solutions in scope, from HP or an HP reseller in the 24 months preceding the Deal registration, as determined by HP.  Minimum Deal Value: In order to be considered for the Program, each Deal must reach the minimum net volume or value specific per country and product-line, posted on the Deal Registration Portal, Partner for Growth Program.  Deal registration Validity Period: three (3) months starting from the Communication.. 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