Minimum Dealer Terms - Adobe Products
The following Minimum Terms apply between you (hereinafter DEALER) and Ingram Micro when you order Adobe products from Ingram Micro. You are deemed to have accepted these Minimum Terms when you place a purchase order for Adobe products.
1. Compliance with Laws.
DEALER shall comply with all applicable laws or regulations in all countries in which
DEALER conducts business. The fact that in some countries certain laws prohibiting particular conduct are not
enforced in practice, or that violation is not subject to public criticism or censure, will not excuse noncompliance
with those laws. Furthermore, DEALER has knowledge and understanding of the Foreign Corrupt Practices Act
of the United States of America ("FCPA") and similar legislation in the countries DEALER operates and to which
DEALER distributes Adobe products, and DEALER agrees to comply with the FCPA and any similar legislation in
the country it conducts its business, and DEALER agrees to provide certifications of FCPA compliance to Adobe,
on an annual basis.
2. Export Compliance.
DEALER will not export or re-export the products produced in the United States in any
form, without the appropriate United States and foreign governmental licenses, as applicable per the laws and
regulations of the United States and any applicable jurisdictions into which DEALER distributes Adobe’s software
offerings. DEALER also agrees to comply with any destination, end use, and end user restrictions that may apply,
including those restrictions applied by the United States.
3. No Anti-Trust Arrangements.
DEALER is not aware of and has not participated in any business arrangements
or deal allocation arrangements that could restrict free trading and competition between Adobe’s partners, or
practices that restrict free trading or lead to the promotion of monopolistic or anti-competitive business
practices to the detriment of Adobe’s customers.
4. Fair Dealing; No False Representations.
DEALER shall make no false representations to Adobe with respect to
any transactions entered into during DEALER’s current fiscal quarter or any prior quarter. False representations
would include, but not limited to, the promotion or utilization of false documentation such as invalid PO’s, fake
or forged contracts, forged letters of destruction and/or inaccurate reporting to facilitate any DEALER
transactions.
5. No Conflict of Interest.
DEALER has not conducted any Adobe business transactions with a third party in
which DEALER has a significant direct or indirect financial interest and that creates, or has the appearance of
creating, a conflict between DEALER’s interests and the interests of such third party. Additionally, DEALER has
processes in place whereby it collects potential conflicts of interest statements from its employees and
contractors at the time of hire.
6. Third Party Beneficiary.
DEALER agrees that Adobe Systems Software Ireland Ltd will be a third party
beneficiary with respect to these Minimum Terms and that Adobe will have the right to enforce such provisions
in its own name.
7. Business Conduct Inspections; Termination.
During the term DEALER agrees that it shall permit either
Adobe’s internal compliance auditor, or an independent third party, who is appointed by Adobe and bound by
standard confidentiality obligations, to verify DEALER’s compliance with these Minimum Terms. In no event
shall such inspections be made hereunder more frequently than once every six (6) months. If such an inspection
reveals any non-compliance, DEALER accepts that Adobe shall have the right to request Ingram Micro to
suspend further deliveries of Adobe products to DEALER and at Adobe’s discretion to terminate the Agreement
immediately upon notice without any cure period.
8. Reporting of Violations.
Should DEALER know of any acts or omissions, by Ingram Micro or Adobe employees
or other personnel, which violate these Minimum Terms, or suspect any such violations, DEALER should contact
Adobe at +1-800-300-1026 for an anonymous reporting of such a violation or suspected violation.
These Minimum Terms apply from 1 February 2010.
DEALER accepts that these Minimum Terms may be amended upon notice or by posting on Ingram Micro’s internet sites.
Minimum Dealer Terms - Adobe Products (pdf)
