AFFILIATE ADOPTION AGREEMENT

This Affiliate Adoption Agreement (this "Agreement"), dated as of the Adoption Effective Date in the signature block below, is between [ENTITY NAME], whose principal place of business is at [ENTITY ADDRESS] ("Program Owner"), and [AFFILIATE NAME], whose principal place of business is at [AFFILIATE ADDRESS] ("Partner Affiliate").

BACKGROUND

(A) Program Owner and ${OriginalPartner_name} ("Existing Partner") have, as the original parties, entered into the Program Owner for Work Education Commercial Partner Agreement(s), including the Product Schedule(s) and the Education Partner Program Guide ("Program Guide") (collectively, and as may be amended from time to time by Program Owner and Existing Partner, the "Existing Partner Contracts"). The Existing Partner Contracts govern Existing Partner's participation in and resale and/or supply of certain Products under the Education Partner Program ("Program").

(B) Program Owner and Partner Affiliate wish to enter into agreements pursuant to which Program Owner will allow Partner Affiliate to participate in the Program under the Existing Partner Contracts (except as amended pursuant to this Agreement), subject to Partner Affiliate meeting the requirements for participation in the Program as described in the Existing Partner Contracts (including the Program Guide).

(C) Program Owner and Existing Partner have acknowledged and agreed in the Existing Partner Contracts that Partner Affiliate may participate in the Program under certain circumstances defined in the Existing Partner Contracts (including the Program Guide).

Accordingly, in consideration of the mutual promises contained in this Agreement, Program Owner and Partner Affiliate hereby agree as follows:

Amendment to [AGREEMENT NAME]

This amendment to the [AGREEMENT NAME] dated [EFFECTIVE DATE OF AGREEMENT] (the "Agreement") is made on [AMENDMENT EFFECTIVE DATE] between [PARTY A NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY B ADDRESS] (the "[PARTY B ABBREVIATION]").

[COMPANY NAME]

Board Resolution

At the meeting of the Board of Directors of [COMPANY NAME] on [MEETING DATE], the following resolutions were proposed and approved by the board.

Carrier Service Agreement

This Carrier Service Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]").

RECITALS:

A. [PARTY A] provides telecommunications services and equipment identified on [ATTACHMENT], attached to this agreement.

B. [PARTY B] desires to purchase, on the terms and conditions of this agreement, telecommunications services from [PARTY A].

Confidentiality Agreement

This Confidentiality Agreement is made on [EFFECTIVE DATE] (the "Effective Date") between [PARTY A NAME] and [PARTY B NAME].

Non-Disclosure Agreement

This Non-Disclosure Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [PARTY A JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A]") and [PARTY B NAME], [whose principal place of residence is at / a [PARTY B JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B]").

Proof of Concept Agreement

This Proof of Concept Agreement is made and entered into by and between [PARTY A NAME] with offices at [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] with offices at [PARTY B ADDRESS] ("[PARTY B]"). [PARTY A] and [PARTY B] are sometimes collectively referred to as the “Parties” and singularly as a “Party”.

Request for Proposal

[PROJECT NAME OR DESCRIPTION]

[DATE]

Issued by:

[COMPANY NAME]

Secretary's Certificate / Incumbency

Filing Form: [FORM AND ACCESSION NUMBER]

File Date: 

Exhibit: 

EXECUTION VERSION

[PARTY A NAME], as [PARTY A FILING CAPACITY],

and

[PARTY B NAME], as [PARTY B FILING CAPACITY].

Subscription and Support Agreement

This Subscription and Support Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Supply Agreement

This Supply Sales Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

Support and Maintenance Agreement

This Support and Maintenance is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Trademark License Agreement

This Trademark License Agreement is made on [EFFECTIVE DATE] (the "Effective Date") by and between [LICENSOR NAME] [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at] [LICENSOR ADDRESS] (the "Licensor") and [LICENSEE NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [LICENSEE ADDRESS] (the "Licensee").

 Proposal Overview

Background. [COMPANY NAME], a [DESCRIPTION OF BUSINESS], is accepting proposals in response to this Request for Proposal (this “RFP,” or this “Request for Proposal”) in order to find a qualified source to provide [DESCRIPTION OF PRODUCT OR SERVICE].

Objective. The objective of this Request for Proposal is to locate a source that will provide the best overall value to [COMPANY NAME]. While price is a significant factor, other criteria will form the basis of our award decision, as more fully described in the Evaluation Factors section of this Request for Proposal below.

 Proposal Requirements

Notification. Bidders intending to submit a proposal should notify the representative identified on the cover page no later than [DATE].

Qualifications. The [COMPANY NAME] will accept proposals only from qualified bidders. Bidders must

list at least [NUMBER] projects that are substantially similar to this project as part of their response,

provide references for each project, and

submit representative examples of work.

Technical Proposal. A technical proposal must be provided that is not more than [NUMBER] pages. This technical proposal must provide an overview of the proposed solution as well as resumes of all key personnel performing the work. In addition, the technical proposal should provide a proposed schedule and milestones, as applicable.

Price Proposal. A price proposal must be provided that is not more than [NUMBER] pages. This price proposal should indicate the overall fixed price for the project as well as hourly rates and an estimated total number of hours, should [COMPANY NAME] decide to award a contract on an hourly rate basis.

Authorization. Proposals must be signed by a representative that is authorized to commit bidder’s company.

 Project Description

Purpose. The purpose of this project is as follows: [DESCRIBE PURPOSE].

Goals. The project goals are:

[GOAL 1]

[GOAL 4]

[GOAL 3]

 RFP and Project Timeline

Request for Proposal Issuance: [DATE]

Request for Proposal Due Date: [DATE]

Selection of Top Bidders / Notification to Unsuccessful Bidders: [DATE]

Start of Negotiation: [DATE]

Contract Award / Notification to Unsuccessful Bidders: [DATE]

Project Completion: [DATE]. Bidders may propose a date earlier or later and will be evaluated accordingly.

Budget. [COMPANY NAME]’s budget for the project is [AMOUNT].

Budget. [COMPANY NAME]’s budget for the project is [AMOUNT], including expenses.

 Form of Contract

Standard Terms and Conditions. Enclosed with this Request for Proposal is a sample copy of [COMPANY NAME]’s typical form of contract. [COMPANY NAME] expects to enter into the contract with the successful bidder on the basis of this form of contract.

Acceptance of Terms. The submission of a proposal implies an acceptance on the part of the bidder of the terms of this form of contract.

Evaluation Factors. [COMPANY NAME] will rate proposals based on the following factors, with cost being the most important factor:

Responsiveness to the requirements set forth in this Request for Proposal

Relevant past performance/experience

Samples of work

Cost, including an assessment of the total cost of ownership

Technical expertise/experience of bidder and bidder’s staff

[COMPANY NAME] reserves the right to award to the bidder that presents the best value to [COMPANY NAME] as determined solely by [COMPANY NAME] in its discretion