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GSA Contract : GS-35F-0190T

GSA Contract #: GS-35F-0511T

GSA Contract #: GS-35F-0355N

GSA Contract #: GS-35F-4259D

Speech Pathology Lab

Lehman College Speech Pathology Lab

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State of New York Polycom Contract #: NEG-20202

State of New York TANDBERG Contract #: NEG-20203

State of Florida Contract #: 880-000-09-1

State of California Contract #: 3-10-70-2063C

State of Utah Contract #: MA2108

State of South Carolina Contract #: 4400001032

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State of California (CA)
Contract Number: 3-10-70-2063C

 

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) AUTHORIZED RESELLER AGREEMENT Between
POLYCOM, INC.
And
IVCI, LLC
"Authorized Reseller"

This CMAS Authorized Reseller Agreement ("Agreement") is entered into on this 1 day of April, 2010 ("Effective Date"), between IVCI, LLC with its principal place of business at 601 Old Willets Path, Hauppauge, NY 11788 ("Authorized Reseller") and Polycom, Inc. ("Polycom"), with it's principal place of business at 4750 Willow Road, Pleasanton, CA.

WHEREAS, Polycom has been awarded a CMAS Contract by the State of California, Contract 3-10-70-2063C for General Purpose Commercial Information Technology Equipment, Software, and Services, ("Polycom CMAS Contract") and incorporates the terms and conditions of EC America GSA FSC Group 70, contract number GS-35F-0511T, by the Federal Supply Service of the General Services Administration (GSA); and

WHEREAS, Polycom and Authorized Reseller desire that Authorized Reseller be allowed to accept orders under the Polycom CMAS Contract in Authorized Reseller's own name from authorized CMAS Contract purchasers.

NOW THEREFORE, in consideration of the mutual covenants and promises stated herein, the parties agree as follows:

1. As an Authorized Reseller, Authorized Reseller agrees to accept orders from authorized CMAS end user purchasers only, issue invoices to such purchasers, and accept payment from such purchasers, in Authorized Reseller's own name all pursuant to the terms and conditions of the CMAS Contract. However, Authorized Reseller and Polycom agree that all orders received by Authorized Reseller in Authorized Reseller's own name referencing the Polycom CMAS Contract for products listed on Polycom's CMAS Contract shall be subject to all of the terms and conditions of the Polycom CMAS contract. Authorized Reseller agrees that it may quote pricing equal to or less than those in Polycom's then-current CMAS Contract Price List.

2. Authorized Reseller further agrees as follows:

2.1 Sales Made Under the CMAS Contract and Quarterly Revenue Report; (a) Authorized Reseller expressly acknowledges and agrees that Authorized Reseller has reviewed the terms of the Polycom CMAS Contract and shall comply with all of the terms, conditions, and prices of the Polycom CMAS Contract, for all sales made pursuant to this Agreement. Authorized Reseller acknowledges that only those products and services included in the Polycom CMAS Contract may be sold pursuant to this Agreement, and that substitution of other products or services is prohibited.

(b) The products and pricing contained in the Polycom CMAS Contract are available at http://var.immixgroup.com/contracts/gsa70_pricing.cfm?client_id=158&contract=GS-35F-0330J.

(c) Authorized Reseller agrees to purchase all Polycom products either through authorized Polycom distribution channels or, if Authorized Reseller is a direct channel partner of Polycom, Authorized Reseller shall purchase products directly from Polycom and the terms and conditions of the existing channel agreement shall apply to all such orders. Authorized Reseller shall provide products and services, invoice, and accept payment directly from its end user customer. Polycom shall have no responsibility for freight or other costs incurred by Authorized Reseller in fulfilling orders under this Agreement.

2.2 CMAS Contract Reporting Requirements
(a) Polycom is responsible for reporting all sales under the Polycom CMAS Contract. Authorized Reseller agrees to provide to Polycom a point of contact within the Authorized Reseller's organization responsible for reporting CMAS Contract sales under this Agreement including name, phone, fax and email address who will provide the following information for each transaction completed under this Agreement, to enable Polycom to fulfill its reporting obligations:

i.) name of CMAS government agency or other state authorized end user purchaser to which the sale was made; ii.) for sales to customers other than CMAS government agencies, a copy of the Letter of Authorization that allows the customer to purchase under Polycom's CMAS Contract; iii.) CMAS Purchase Order Number; iv.) CMAS Purchase Order Date; v.) CMAS Agency Billing Code; vi.) CMAS Purchase Order PRE-TAX dollar total; vii.) CMAS Agency Contact viii.) CMAS Agency Address ix.) CMAS Agency Contact Phone Number.

Authorized Reseller shall satisfy this reporting requirement by providing Polycom with a quarterly report, in an agreed upon electronic format, which details all of the information stated above. All required information must be provided to Polycom within five (5) days after the end of the quarter in which the sale occurred. Authorized Reseller must include a written certification that the information provided is accurate, complete, and current. As required by the terms of the CMAS contract, copies of the CMAS authorized end user's purchase order must be submitted with the Authorized Reseller's quarterly report. Copies of required purchase orders may be submitted electronically, via fax, or in hard copy format, provided that any and all hard copies are received by the due date of the reporting period as provided herein.

Authorized Reseller is required to submit this quarterly report to Polycom even if Authorized Reseller has not made any sales from the Polycom CMAS Contract during the quarter to which the report pertains. The quarterly report must be emailed, faxed or mailed to:

Trish Sweeney
Polycom, Inc.
4750 Willow Road
Pleasanton, CA 94588
Fax: 925.924.6113
Phone: 925.924.5619
Trish.Sweeney@Polycom.com

(b) Authorized Reseller is subject to audit by Polycom, Inc. and or the state of California with respect to sales made under the Polycom CMAS Contract at Authorized Reseller's expense. Authorized Reseller must retain the supporting documentation for the report described in paragraph 2.2 (a) above, until three (3) years after the expiration of the Polycom CMAS Contract. This obligation survives the expiration of this Agreement.

2.3 Indemnity by Authorized Reseller
Authorized Reseller shall indemnify, defend and hold Polycom harmless from all claims, suits, losses, expenses, and liabilities (including Polycom's reasonable attorney's fees) made against Polycom, including but not limited to submitting the Quarterly Revenue Share reports of sales. Authorized Reseller shall be solely responsible for any claims, warranties or representations made by Authorized Reseller or its employees or agents which differ from the warranty provided by Polycom in the limited warranty included in the packaging of each product sold or licensed hereunder, or which differ from published documentation provided by Polycom.

3. Authorized Reseller's non-exclusive, geographical territory is the State of California ("Territory"). The Government Contracting Officer or other buying entity making a purchase must be located within the Territory, but may request delivery of Schedule Products outside of the Territory.

4. Authorized Reseller shall achieve or exceed a minimum, annual net revenue requirement of $75,000 in Polycom CMAS Contract Products. The annual revenue Requirement is not intended to be a guarantee or quota, but rather an objective which Polycom's Regional Vice President shall have the right and the discretion to review on an annual basis, and if not achieved, may be a material cause for terminating this Agreement and for removing Authorized Reseller from the list of Authorized Resellers in the Polycom CMAS Schedule.

5. The term (Term) of this Agreement shall be from the Effective Date stated above until the current termination date of Polycom's CMAS Contract(s) period, unless renewed or extended by the State of California CMAS Division. Acceptance by Polycom of subsequent renewal or extension offered by the State of California CMAS Division will automatically be incorporated into this agreement and will co terminate with renewal or extension termination date.

6. Either party shall have the right to terminate this Agreement at will, at any time, with or without cause, by written notice to the other given not less than thirty (30) days prior to the effective date of such notice. Polycom shall have the right to terminate this Agreement immediately for cause if Authorized Reseller fails to comply with the reporting requirement or violates any provision of the Polycom CMAS Contract.

8. CONFIDENTIALITY

8.1 Confidential Information. Authorized Reseller and Polycom each acknowledge that by reason of the relationship established by this Agreement each party (the "Disclosing Party") may from time to time during the Term disclose to the other party (the "Recipient") certain information regarding the Disclosing Party's business, including its products, inventions, operations, methodologies, systems, processes, product development plans or intentions, know-how, designs, trade secrets, market opportunities, business or financial affairs, and technical, marketing, financial, employees, Distributors, Certified Resellers, planning, and other confidential or proprietary information ("Confidential Information"). Polycom's Confidential Information includes (without limitation) the function and performance of the Polycom Products, the terms of this Agreement, the Price Lists, Discount Schedules, unit sales, sums paid by Reseller, the contents of the PRC Site, and any other information relating to the Polycom Products or the sale thereof. Confidential Information includes information disclosed orally, visually, or through any tangible medium.

8.2 Protection of Confidential Information. Recipient will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees of Recipient who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than Recipient's duty hereunder. Recipient will protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Reseller may not disclose any of Polycom's Confidential Information to its customers or resellers without Polycom's express prior written consent.

8.3 Exceptions. Recipient's obligations under Section 8.2 with respect to any Confidential Information of the Disclosing Party will terminate if and when Recipient can document that such information: (a) was already lawfully known to Recipient at the time of disclosure by the Disclosing Party; (b) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) was independently developed by Recipient without access to, or use of, the Disclosing Party's Confidential Information. In addition, Recipient will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in advance, in writing by the Disclosing Party, (ii) necessary for Recipient to enforce its rights under this Agreement in connection with a legal proceeding; or (iii) required by law or by the order or a court of similar judicial or administrative body, provided that Recipient notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party's request and expense, in any lawful action to contest or limit the scope of such required disclosure.

8.4 Return of Confidential Information. Recipient will, at the option of the Disclosing Party, either return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in Recipient's possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first. At the Disclosing Party's request, Recipient will certify in writing signed by an officer of Recipient that it has fully complied with its obligations under this Section 8.4.

8.5 Confidentiality of Agreement. Neither party will disclose any terms of this Agreement to anyone other than its attorneys, accountants, and other professional advisors under a duty of confidentiality except as required by law.

9. The relationship established by this Agreement is that of independent contractors. Authorized Reseller shall not incur any obligation or commitment on behalf of Polycom unless specifically approved in writing, in advance by an authorized Polycom executive.

10. Polycom shall not be liable to Authorized Reseller for delays or failures to perform occasioned by causes beyond its reasonable control.

11. This agreement is the sole and exclusive agreement between the parties with respect to the CMAS Contract and is intended as the complete, final and exclusive statement of the terms of the agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, agreements, amendments, proposals, representations or communications, oral or written, relating to the subject matter hereof. This Agreement may not be modified except in writing executed by authorized representatives of both parties.

12. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining terms of the Agreement shall in no way be affected or impaired.

13. The waiver by either party of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach.

14. All notices shall be in writing and may be delivered by electronic transmission or by hand, to the address indicated on the first page of this Agreement or to such other address as the parties shall specify by written notice. Notices to Polycom shall be sent to the attention of the Manager of Government Contracts, with a copy sent to the General Counsel.

15. This Agreement may not be assigned, transferred or sub-licensed by Authorized Reseller, in whole or in part, including by purchase, merger or operation of law, without the prior written consent of Polycom. Any attempted assignment or transfer in violation of this provision shall be null and void. Polycom may assign this Agreement without prior written consent or notice.

16. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. The Superior Court of San Francisco County and/or the United States District Court for the Northern District of California shall have exclusive jurisdiction and venue over all controversies in connection herewith. In any action to enforce this Agreement the prevailing party shall be entitled to be awarded all court costs and reasonable legal fees incurred. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.

17. In the performance of this Agreement each party agrees to comply with all applicable laws and regulations. Authorized Reseller acknowledges that Polycom products and technology supplied by Polycom hereunder are subject to export controls under the laws and regulations of the United States. Authorized Reseller shall comply with such laws and regulations and agrees not to export, re-export or transfer such Polycom products and technology.

18. A copy of this signed Agreement made by accurate means such as photocopy or facsimile shall be deemed an original.



For additional information regarding government and education contracts, please call 1-800-224-7083, or click here to have an IVCi Representative contact you.

Our factory-trained sales and technical staff install and support telepresence, video conferencing, audio visual, and IP network projects for federal, state and local agencies; education departments; schools; colleges; and universities across the country and around the world. IVCi provides clients with one point of contact for video conferencing, audio visual, and IP network sales, installation, service, management and support.

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