Sophos Partner Agreement (Resellers)
ONLY AN AUTHORIZED OFFICER CAN CLICK ‘ACCEPT’ ON BEHALF OF THE PARTNER.
BY CLICKING THE ‘ACCEPT’ OPTIONS IN THE REGISTRATION PROCESS THE PARTNER WARRANTS THAT
IT HAS FULL CORPORATE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND DO ALL
THINGS NECESSARY IN THE PERFORMANCE OF THIS AGREEMENT.
For the avoidance of doubt, no purported orders shall be accepted by Sophos unless you click accept.
If you do not agree with any of the terms or conditions of this Agreement, you will not have the status of
a Sophos Partner and you are not authorised to sell the Licensed Products for any purpose.
1 DEFINITIONS. In these terms and conditions:
"Agreement" means these terms and conditions and the Commercial Terms.
"Appliance" means the Sophos appliance Product(s) listed in the Price List.
"Appliance Licence" means Sophos’s then current standard appliance Licence agreement under
which the Appliances (and their related documentation and any updates to them) are licensed.
"Applicable Law(s)" means all statutes, codes, ordinances, decrees, rules, regulations, municipal bylaws, judicial, administrative, ministerial, governmental or regulatory judgments, orders, decisions, rulings
or awards and restraints, or any provisions of the same, including general principles of common and civil
law binding on the parties in accordance with Clause 14.
"Commercial Terms" means the commercial stipulations applicable to the Partner Program as may
be provided by Sophos OR as may appear on the Sophos URL https://partnerportal.sophos.com from
time to time and is incorporated by reference.
"Confidential Information" means all information relating to the trade secrets, operations,
processes, plans, intentions, product information, know-how, designs, market opportunities,
transactions, affairs and/or business of Sophos.
"Discount" means the percentage margin off the current Sophos Price List as stated in the
Commercial Terms OR such quote that Sophos may provide.
"End User" means an unaffiliated, third party customer of the Partner who is a party to a Licence to
whom any Products are provided for use in the regular course of such person's or entity's internal
business or personal use and not for resale or sublicensing by such person or entity.
"Hardware" means the Sophos Appliance hardware itself, together with any related components
(including but not limited to FRU, ship kits and rack mount kits).
"Intellectual Property Rights" means copyright, confidential information, know-how, trade names,
Trade Marks, patents, designs, database rights and any other intellectual property rights in any country,
whether registrable or not and whether registered or not.
"Licence" means the End User licence(s) or agreement(s) applicable to the Products which are either
supplied with the Product in click-wrap format or are otherwise posted at www.sophos.com/legal.
"Licensed Products" means all or each (as the context so allows) of those Products which are listed
on the Schedule (as such term is defined in the Licence) which is provided to the End User, or if no
such Products are listed on the Schedule all programs and included third party software that are
installed on the Hardware provided to the End User, together with the Product Documentation and any
of the Upgrades and Updates to which the End User is entitled.
"Partner Program” means the program provided by Sophos for its partners as amended by Sophos
from time to time.
“Personal Information” shall mean personally identifiable information or data concerning or relating
to individuals which is collected or received in the performance of Partner’s obligations under this
Agreement, including but not limited to credit card or other financial account information, emails,
email addresses, pass codes, addresses, social security numbers, driver’s license numbers, or other
personal information regulated by Privacy and Data Security Regulations.
"Price List" means the then current published Sophos price list posted on the Sophos Partners website
and/or any subsequent amendments by Sophos.
“Privacy and Data Security Regulations” shall mean Applicable Laws which are relevant to the
processing, security, use or disclosure of Personal Information.
"Product Description" means the description of the Products describing the facilities and functions as
supplied by Sophos to the Partner from time to time.
"Product Documentation" means literature provided by Sophos to the Partner from time to time
relating to the Products for use by End Users in conjunction with the Products.
"Products" means the products and/or services to be supplied by Sophos to the Partner under this
Agreement, as listed in the Price List as such may be amended by Sophos from time to time, together
with the Product Documentation and any of the Upgrades and Updates to which the End User is
entitled in accordance with the applicable Licence.
"Quarter" means each successive period of three calendar months following the Start Date until the
following 31 March, after which Quarter shall mean each successive period of three calendar months
"Quarter Date" means the last day of a calendar Quarter.
“Sophos” means the Sophos corporate entity with which the Partner contracts as indicated in the
"Sophos Ltd" means the parent company of the Sophos group of which Sophos is part. Sophos Ltd is a
company registered in England and Wales number 02096520 whose registered address is at The
Pentagon, Abingdon Science Park, Abingdon, Oxfordshire, OX14 3YP.
"Start Date" means the date on which Sophos accepts the Partner’s offer to contract under the terms
and conditions contained herein.
"Target" means the Partner’s sales and other related targets as set out in the Commercial Terms (as
applicable to the Partner’s status) and/or as notified by Sophos to Partner from time to time, whether
quarterly, annual or other targets, as applicable.
"Territory" means the geographic area to which this Agreement and the appointment of the Partner
apply. For the avoidance of doubt: i) if the Partner has its registered office in the European Union, then
territory shall mean the European Union; or ii) if the Partner has its registered office outside of the
European Union then territory shall mean any country that Sophos may notify to the Partner.
"Trade Marks" means any Trade Marks and service marks in respect of which registrations have been
filed, and registrations obtained in some cases, with the appropriate official industrial property registry,
trade names, logos, emblems, trade dress and other insignias of origin, and other commercial symbols
which Sophos now or hereafter is authorized to use and does use or authorizes others to use to identify its
"Update" means an update to the library of rules and/or identities made available to the End User by
Sophos; and/or other updates to the software filters, including but not limited to an update to the IP
address reputation libraries made available to the End User by Sophos.
"Upgrade" means any enhancement or improvement to the functionality of the Licensed Product
(excluding Updates) made available to the End User by Sophos at its sole discretion from time to time
but excluding any software and/or updates marketed and licensed by Sophos as a new version or new
release of the Licensed Product.
2 SCOPE AND TERM
2.1 This Agreement is a framework agreement which sets out the terms and conditions under
which the Partner may place orders with Sophos Ltd or its local subsidiary (as determined in the
Commercial Terms). Sophos reserves the right to assign or transfer the orders placed under this
Agreement to an alternative Sophos entity at any time on prior written notice in accordance with
2.2 This Agreement will commence on the Start Date and continue for an initial term of twelve
(12) months. Thereafter this Agreement shall automatically continue unless and until either party
terminates this Agreement on no less than thirty (30) days’ written notice.
2.3 Either Party may terminate this Agreement on immediate written notice if the other party
materially breaches this Agreement and fails to correct the breach within fourteen (14) days following
written notice from the other party specifying the breach and requiring the breach to be remedied or
(to the extent permitted by Applicable Laws) becomes insolvent or suffers any insolvency related
3 SUPPLY OF PRODUCTS
Sophos hereby appoints the Partner, as a non-exclusive reseller of the Products in the Territory and
the Partner accepts the appointment on the following terms:-
3.1 Sophos will license the Products in accordance with the terms of the applicable Licence, the
current forms of which are reproduced at www.sophos.com/legal. For the avoidance of any doubt, Partner
acknowledges that Sophos may contact and communicate with the End User directly with respect to
Sophos’s obligations and the End User’s ongoing use of the Licensed Products both during and after
termination or expiry of this Agreement.
3.2 Sophos will provide the Products to the Partner in accordance with orders placed by the Partner
on these terms. This Agreement is non-exclusive and Sophos may therefore supply Products to third
parties in the Territory. Orders placed by the Partner purporting to include any additional or other terms
will not be accepted by Sophos. Any quotations provided to the Partner by Sophos are invitations to
treat only and are not capable of acceptance. Sophos reserves the right to correct or amend
quotations at any time. Sophos will not be bound by any order until Sophos has acknowledged the order
or shipped the Products.
3.3 The price charged by Sophos to the Partner for the Products will be the current Price List price at
the time of the order less the Discount and/or incremental discounts offered to the partner in
conjunction with the order. Unless specified otherwise in the Commercial Terms, prices are Ex-Works
and do not include value added tax or the cost of handling, carriage and insurance which shall be borne by
3.4 Partner acknowledges and agrees that, notwithstanding any additional discount that may be
stated in a written quotation, the Discount is intended as compensation for material effort by Partner
throughout the process of a sale of Products to End User(s).
3.5 Subject to receipt of satisfactory credit references and relevant financial information, Sophos
may establish a credit account and a credit limit for the Partner. Until the Partner receives written
confirmation from Sophos that a credit account has been established, all orders must be prepaid or placed
via a valid credit card. Sophos may amend any discounts given to the Partner at any time and for any
reason including without limitation: if the Partner fails to meet the payment terms set out in Clause 3.6. If
the Partner fails to make full payment when due, Sophos may withhold the supply to the Partner or End
Users of the Products or updates thereto. If permitted by Applicable Law, any delay in making payment
shall automatically entitle Sophos to charge interest at 1 percent per month from the date when payment
is due until the date when payment is received.
3.6 Where a credit account has been agreed by Sophos, the payment terms for all orders are as
stated in the Commercial Terms unless otherwise agreed in writing.
3.7 Unless otherwise agreed in writing by Sophos, Sophos will use reasonable efforts to deliver the
Products to the Partner's address or to the address specified on the Partner’s purchase order, within 14
days from the receipt of the Partner's order, subject to availability.
3.8 For the avoidance of doubt Sophos will not:
3.8.1 offer refunds if an End User’s Licence is terminated early for any reason; or
3.8.2 offer refunds and/or credits if any End User fails to pay the Partner.
4 SUPPLY OF APPLIANCES
In addition to the terms in Clause 3 above, the following terms shall apply to Partner with respect to
the sale of Appliance Products:-
4.1 Sophos will provide the Appliance to the Partner in accordance with orders placed by the Partner
on these terms and in accordance with guidance published on the Sophos Partner website concerning
shipping arrangements. Partners may choose to accept delivery of an Appliance for onward shipment to
an End User or delivery by Sophos direct to the End User, provided always that such onward shipment is
in accordance with any Applicable Laws which relate to export as more fully described in Clause 13.3.
4.2 Where the Partner has made an order for an Appliance Product and Sophos has accepted such
order the Partner shall be liable for payment for such Appliance Product whether or not payment has been
received by the Partner from the End User.
4.3 The Partner will not be required to hold Appliance in stock or to provide support or any other
service to End Users in relation to the Appliance unless otherwise agreed with Sophos.
4.4 Certain Appliances may be available for evaluation. Partner shall ensure that an End User
who fulfils the criteria provided by Sophos from time to time for evaluation and who wishes to
evaluate an Appliance Product signs the Sophos Appliance Loan Agreement (“Loan Agreement”)
available at URL: www.sophos.com/legal. IF ANY END USER FAILS TO SIGN A LOAN AGREEMENT OR
FAILS TO RETURN AN APPLIANCE IN ACCORDANCE WITH THE LOAN AGREEMENT AND/OR AFTER THE
EVALUATION PERIOD STATED IN THE LOAN AGREEMENT HAS EXPIRED, SOPHOS SHALL ISSUE AN
INVOICE TO PARTNER FOR THE PURCHASE (AT SOPHOS’S LIST PRICE) OF THE HARDWARE COST OF
THE APPLIANCE AND THE PARTNER SHALL PAY SUCH AMOUNT TO SOPHOS.
4.5 If Partner returns an Appliance to Sophos, either post-evaluation or where there is a valid
warranty claim or Advance Replacement under Clause 5 of the Appliance Licence, Partner shall insure
and ship the Appliance, unless otherwise advised by Sophos from time to time, at Sophos’s cost
either: by overnight delivery/carrier; or by using the pre-paid shipping/packaging provided by Sophos,
5 PARTNER'S OBLIGATIONS
During the term of this Agreement, the Partner shall at all times observe and perform the terms of
this Agreement and, in particular, the Partner shall: -
5.1 use reasonable endeavours to renew Sophos licences in a timely fashion, and specifically (but
without limitation) the Partner shall contact End User(s) who have not renewed their Sophos licences
prior to the expiry of the End User’s licence;
5.2 not make any promises or representations, or give any warranties, guarantees or indemnities
in respect of the Products and/or the Appliances except such as are contained in the relevant Licence,
or as otherwise expressly authorised by Sophos in writing;
5.3 not hold itself out as having any authority whatsoever to agree any changes of any kind to the
5.4 use Sophos’s Trade Marks and trade names relating to the Products only in the registered form
or style notified to the Partner in writing by Sophos and shall not use such trade marks or trade names in
connection with any other products or services or as part of the corporate or any trade name or any
Internet domain name of the Partner and shall not alter, obscure, remove, interfere with or add to any of
the trade marks, trade names, markings or notices affixed to, or contained in, the Products and the
Product Documentation delivered to the Partner;
5.5 not duplicate or reproduce in any way any Sophos copyright material without the prior written
consent of Sophos;
5.6 deal with any complaints, problems or other technical queries regarding the Products from End
Users before making use of the Sophos telephone helpdesk;
5.7 not make or disseminate any disparaging comments and/or statements concerning Sophos’s
product(s) or market, distribute, license or sell any Sophos product in a manner that is likely to cause
harm to, or diminish the value of, the Sophos brand;
5.8 ensure that any and all emails sent by Partner with regard to Sophos products are sent with
the clear permission of the recipient in compliance with Privacy and Data Security Regulations and
Partner hereby acknowledges and agrees that sending e-mails with regard to Sophos products in a
manner which is not in compliance with the Privacy and Data Security Regulations is expressly
prohibited and that breach of this clause may be considered cause for termination of this Agreement;
5.9 not incorporate or integrate the Products in or on any other hardware or software products
without notifying its local Sophos representative and signing the appropriate MSP or OEM Agreement;
5.10 not use the Products for the purposes of competing with Sophos, including without limitation
the gathering of competitive intelligence; and
5.11 PARTNER ACKNOWLEDGES AND AGREES THAT IF IT IS IN BREACH OF ANY OF ITS
OBLIGATIONS SET OUT ABOVE IN THIS CLAUSE 5, SOPHOS MAY, AT ITS SOLE OPTION AND
WITHOUT LIMITING ANY OTHER REMEDIES AVAILABLE TO IT UNDER APPLICABLE LAW, UPON NOTICE
TO PARTNER: (i) TERMINATE THIS AGREEMENT; OR (ii) CEASE TO PERFORM ITS OBLIGATIONS SET
FORTH IN CLAUSE 6.3 AND/OR REDUCE OR REMOVE PARTNER’S STATUS AND/OR REDUCE
6 SOPHOS’S OBLIGATIONS
Sophos will: -
6.1 maintain a telephone helpdesk offering technical support services for the Products, subject to
clause 5.6. Such service will be generally available 24 hours each day;
6.2 use reasonable efforts to continue to develop, upgrade and enhance the Products to maintain
their marketability and competitiveness;
6.3 be responsible for tracking the Licence expiration date and notifying the Partner and/or the End
7 INTELLECTUAL PROPERTY
The right of the Partner to use any of the Intellectual Property Rights owned by Sophos Ltd or the
Sophos group of companies is only granted to the extent expressly provided for in this Agreement.
8.1 The Partner shall keep all Confidential Information strictly confidential and shall not disclose
any Confidential Information to a third party, other than as is necessary for the Partner’s performance
of its obligations under this Agreement (in which case the Partner shall ensure that such third parties
keep the Confidential Information confidential and do not disclose or use any of the Confidential
Information other than in accordance with the proper performance of this Agreement).
8.2 Clause 8.1 shall not apply to any Confidential Information to the extent that it comes within
the public domain other than through breach of clause 8.1; is required or requested to be divulged by
any court, tribunal or governmental authority with competent jurisdiction; or is known to the Partner
at the date of this Agreement or becomes known to it free from any duty of confidence.
8.3 This clause 8 shall continue in force for a term of five (5) years after and despite the expiry
or termination of this Agreement, whatever the reason for termination.
9 DATA SECURITY AND USE OF PERSONAL INFORMATION
9.1 Personal Information shall be treated as Confidential Information hereunder.
9.2 Partner shall collect and process Personal Information in accordance with the Privacy and
Data Security Regulations.
9.3 Partner represents that Partner’s data protection policies and practices are, and will be
maintained, at a minimum in accordance with standard industry practices applicable to data
protection, information security, and privacy.
9.4 Partner shall provide immediate written notice of any unauthorized access, use or disclosure
of Personal Information or any security breach that could affect Sophos or End Users or could impact
the activities to be performed under this Agreement. In such event, Partner shall immediately take
remedial action as required by the Privacy and Data Security Regulations and as requested by Sophos.
9.5 Partner warrants that it has obtained all necessary consents to provide End User Personal
Information to Sophos for the purpose of performing this Agreement.
9.6 Partner shall upon reasonable request provide appropriate evidence of Partner’s compliance
with this Clause 9.
10 PARTNER'S STATUS
10.1 The Partner shall be appointed as an independent contractor and this Agreement shall not
constitute a joint venture or partnership between the parties and (other than expressly as provided in
this Agreement) the Partner shall not hold itself out as Sophos’s agent.
10.2 Nothing in this Agreement shall preclude the Partner from acting as an agent for the End
User, including (without limitation) accepting the Licence on the End User's behalf where the Partner
downloads and/or installs the Products on the End User's behalf.
11 EFFECT OF TERMINATION
11.1 Termination of this Agreement by Sophos in accordance with its terms shall not give the
Partner any right to compensation, damages, loss of profits or prospective profits, or consequential
losses of any kind or nature whatsoever, and in no circumstances shall the Partner acquire against
Sophos any goodwill in respect of its appointment as Partner or in respect of the Products or their
distribution or sale, or otherwise under or in respect of this Agreement.
11.2 Upon the expiry or termination of this Agreement the Partner shall return to Sophos all
promotional and commercial material, including any Products, evaluation copies, Product Documentation,
Product Descriptions and all literature and other materials supplied free-of-charge or on loan or
consignment to the Partner by (or for) Sophos.
12 WARRANTIES AND LIABILITY
12.1 Sophos warrants only that for a period of ninety (90) days from the date of Licence (the
“Warranty Period”) that if properly installed and used the Products will perform substantially in accordance
with the relevant Product Documentation. If Sophos is notified in writing of a breach of this warranty
during the Warranty Period, Sophos’s sole liability, and the Partner's sole remedy shall be (at Sophos’s
option) to correct or replace the Products and/or the Product Documentation within a reasonable time or
provide a refund of the fee paid by the Partner to Sophos for the relevant Product.
12.2 Except for the express warranties and indemnities given by Sophos in this Agreement and
without prejudicing Sophos’s liability for fraud, to the maximum extent permitted by Applicable Laws,
Sophos gives no warranty, undertaking, indemnity or other comfort and makes no representation of
any kind (whether express, implied, under statute, custom or otherwise) in relation to the Products,
including without limitation:
12.2.1 as to their satisfactory quality or fitness for a particular purpose or as to non-infringement;
12.2.2 that the Products will detect, identify or disable all or any specific harmful programs, viruses
or harmful components;
12.2.3 that the Products will not give false positive results;
12.2.4 that Updates will be provided for all harmful programs, viruses, or harmful components;
12.2.5 that Updates will be provided for all forms of spam or spam campaigns;
12.2.6 that the Products will meet the Partner’s or the End Users’ requirements; or
12.2.7 that the Products will be error free and/or operate without interruption.
12.3 Subject to clause 12.5, and to the extent permitted by Applicable Laws, the aggregate
liability of Sophos to the Partner for any matter arising under or in connection with this Agreement in
any year, whether arising from contract, negligence or otherwise, shall be limited to the greater of
$100,000 USD (or this equivalent in local currency) OR the amounts paid by the Partner to Sophos
under this Agreement in the preceding twelve months.
12.4 Notwithstanding clause 12.3, but subject to clause 12.5, and to the extent permitted by
Applicable Laws, Sophos shall not be liable to the Partner for any claim for damage to, or loss of or
costs in respect of any consequential, incidental or resulting damages, any loss of profit, revenues,
goodwill, business opportunities or pure economic loss (in each case whether the loss is direct or
indirect) or any claims made by End Users against the Partner.
12.5 Notwithstanding anything to the contrary in this Agreement Sophos’s liability to the Partner:-
12.5.1 for death or personal injury caused by the negligence of Sophos; and
12.5.2 for fraud
is not limited, in each case including where such acts defaults or omissions were attributable to
Sophos, its employees or agents.
12.6 This clause 12 has continuing effect after termination of this Agreement.
13.1 Amendments. This Agreement represents the entire terms agreed between the parties in
relation to its subject matter, and supersedes all previous contracts or arrangements (if any) between
the parties relating to its subject matter. Save as provided by Clause 13.2, this Agreement may only
be revised in writing signed by an authorised representative of each of the parties.
13.2 SOPHOS RESERVES THE RIGHT TO UNILATERALLY MODIFY THE PRODUCTS, THE PRICE LIST
AND THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE
COMMERCIAL TERMS) AT ANY TIME BY NOTICE. Notice includes, but is normally not limited to, posting
details at https://partnerportal.sophos.com and/or email announcements sent to Partner
representatives. Following receipt of such notification, the Partner may terminate the Agreement within
thirty (30) calendar days if the Partner objects to the notified changes. Failure to terminate within
such period shall mean that the Partner expressly and unreservedly accepts all the amendments
contained in the notice, which shall take effect immediately upon expiry of said thirty (30) calendar
13.3 Regulatory Requirements. The Products may be subject to export restrictions and controls
imposed by the UK Export Control Law, the United States Export Administration Regulations, German
Export Control Law, the executive bodies of the European Union and/or other Applicable Laws. The
Partner hereby agrees that (i) it will use, disclose and/or transport the Products in accordance with
Applicable Laws relating to export, and (ii) Partner is solely responsible for fulfilling any other
Applicable Laws, including without limitation those that relate to the EC Directive on Waste Electrical
and Electronic Equipment (“WEEE”) and The Restriction of the Use of Certain Hazardous Substances in
Electrical and Electronic Equipment Regulations (“RoHS”), in connection with any use, disclosure,
transfer, transport and/or disposal of the Products. Partner agrees to indemnify and hold Sophos
harmless from and against any claim, loss, liability or damage suffered or incurred by Sophos
resulting from or related to Partner’s breach of this clause.
13.4 Conflicts. In the event of any inconsistency between this Agreement and the Commercial
Terms, the provisions of this Agreement shall prevail.
13.5 Remedies not exclusive. The rights and remedies contained in this Agreement are not
exclusive of any other rights or remedies.
13.6 No waiver. The failure to exercise or delay in exercising a right or remedy under this
Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or
remedies. No single or partial exercise of any right or remedy under this Agreement shall prevent any
further exercise of the right or remedy or the exercise of any other right or remedy.
13.7 Notices. If either party has to serve notice on the other, it shall do so in writing and the
notice must be sent either by courier, fax or certified pre-paid post to the address given for the other
party or, if sent by email, with confirmation sent by certified pre-paid post. Notices sent in this way
shall be effective on delivery if sent by courier, on completion of successful transmission if sent by fax,
48 hours after posting if sent by post, or on receipt if sent by email.
13.8 Severance. All parts of this Agreement apply to the maximum extent permitted by Applicable
Law. If any provision of this Agreement shall be determined by any court or competent authority to be
illegal, invalid and/or unenforceable then (i) Sophos will replace such provision with similar terms
which are enforceable under Applicable Law and (ii) such determination shall not affect any other
provision of this Agreement, all of which other provisions shall remain in full force and effect.
13.9 Further assurance. Each party shall do, execute and perform such further acts, things,
deeds and documents as may from time to time be required to give full legal and practical effect to
this Agreement. Each party shall use all reasonable endeavours at its own cost to ensure that any
necessary third parties shall do, execute and perform such further acts, things, documents as may
from time to time be required to give full legal and practical effect to this Agreement.
13.10 Assignment. The Partner may not assign the benefit of this Agreement without the prior
written consent of Sophos.
13.11 Rights of Third Parties. A person who is not a party to this Agreement has no right to
enforce any term of this Agreement under applicable legislation and the parties to this Agreement do
not intend that any third party rights are created by this Agreement.
13.12 Anti-Corruption. The Partner will at all times comply with Applicable Laws concerning antibribery and anti-corruption (including but not limited to the United States Foreign Corrupt Practices
Act 1977 and the United Kingdom Bribery Act 2010) with regard to all dealings, negotiations,
solicitations or other contact with customers, potential customers, End Users or potential End Users
(including but not limited to the employees, agents and subcontractors of the aforesaid entities).
13.13 Language. If there are any inconsistencies between the English language version of this
Agreement and any translated version, then the English language version shall prevail.
14 GOVERNING LAW & JURISDICTION.
In the event the contracting entity of Sophos is located in:
AUSTRALIA this Agreement shall be governed by and construed in accordance with the laws of state
of New South Wales and the courts of the state New South Wales shall have non-exclusive jurisdiction
to determine any disputes, which may arise out of, under, or in connection with this Agreement;
CANADA this Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia and the courts of the Province of British Columbia shall have nonexclusive jurisdiction to determine any disputes, which may arise out of, under, or in connection with
FRANCE this Agreement shall be governed by and construed in accordance with the laws of France
and the courts of Paris shall have non-exclusive jurisdiction to determine any disputes, which may
arise out of, under, or in connection with this Agreement;
GERMANY this Agreement shall be governed by and construed in accordance with the laws of
Germany, excluding the provisions of the UN Convention on Contracts for the International Sale of
Goods (CISG), and the courts of Frankfurt shall have non-exclusive jurisdiction to determine any
disputes, which may arise out of, under, or in connection with this Agreement;
ITALY this Agreement shall be governed by and construed in accordance with the laws of Italy and
the courts of Milan shall have non-exclusive jurisdiction to determine any disputes, which may arise
out of, under, or in connection with this Agreement. In accordance with the provisions of articles 1341
and 1342 of the Italian Civil Code, the Partner expressly acknowledges and accepts the following
provisions of this Agreement:: 2.1, 2.2 (Scope & Term - renewal and termination), 3.6 (Supply of
products - withholding supply), 4.5 (Supply of appliance - invoicing hardware costs), 5.8 and 5.11
(Partner's obligations - right of termination and cessation of performance), 12 ( Warranties and
liability - limitation of liability), 13.10 (Assignment), 14 (Governing Law and Jurisdiction);
INDIA this Agreement shall be governed by and construed in accordance with the laws of India and
the Indian courts shall have non-exclusive jurisdiction to determine any disputes, which may arise out
of, under, or in connection with this Agreement;
JAPAN this Agreement shall be governed by and construed in accordance with the laws of Japan and
the courts of Yokohama shall have non-exclusive jurisdiction to determine any disputes, which may
arise out of, under, or in connection with this Agreement;
THE NETHERLANDS this Agreement shall be governed by and construed in accordance with the laws
of the Netherlands and the Dutch courts shall have non-exclusive jurisdiction to determine any
disputes, which may arise out of, under, or in connection with this Agreement;
SINGAPORE this Agreement shall be governed by and construed in accordance with the laws of
Singapore and the courts of Singapore shall have non-exclusive jurisdiction to determine any disputes,
which may arise out of, under, or in connection with this Agreement;
SPAIN this Agreement shall be governed by and construed in accordance with the laws of Spain as
applicable in the City of Madrid and the courts of the City of Madrid shall have non-exclusive
jurisdiction to determine any disputes, which may arise out of, under, or in connection with this
SWEDEN this Agreement shall be governed by and construed in accordance with the laws of Sweden
and the courts of Stockholm shall have non-exclusive jurisdiction to determine any disputes, which
may arise out of, or in connection with this Agreement;
SWITZERLAND this Agreement shall be governed by and construed in accordance with the laws of
Switzerland and the courts of the Canton of Zurich shall have non-exclusive jurisdiction to determine
any disputes, which may arise out of, under, or in connection with this Agreement;
UNITED ARAB EMIRATES this Agreement shall be governed by and construed in accordance with
the laws of England and Wales, and any dispute arising out of or in connection with this Agreement,
including any question regarding its existence, validity or termination, shall be referred to and finally
resolved by arbitration under the DIFC/LCIA Rules to be administered by the DIFC/LCIA Arbitration
Centre, as amended from time to time and by the rest of this Clause. The number of arbitrators shall
be three. The seat of arbitration shall be the Dubai International Financial Centre, Emirate of Dubai,
United Arab Emirates ("UAE"). The language to be used in the arbitral proceedings shall be English. In
addition to the DIFC/LCIA Rules, the parties agree that, regarding the taking of evidence, the
arbitration shall be conducted according to the IBA Rules of Evidence. The Parties acknowledge and
agree that a court order will not be required to effect termination under Clauses 2, 5 and 13.
UNITED KINGDOM this Agreement shall be governed by and construed in accordance with the laws
of England and Wales and the courts of England and Wales shall have non-exclusive jurisdiction to
determine any disputes, which may arise out of, under, or in connection with this Agreement; and
UNITED STATES this Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Massachusetts and the courts of the Commonwealth of Massachusetts shall
have non-exclusive jurisdiction to determine any disputes, which may arise out of, under, or in
connection with this Agreement.
If you do not agree with any of the terms or conditions of this Agreement, you will not have the
status of a Sophos Partner and you are not authorised to sell the Licensed Products for any purpose.