Ingram Micro IM Link Program for Professional Services
Terms and Conditions
The IM Link Program (“Program”) is a referral program offered by Ingram Micro Inc. (“Ingram Micro”) to its customers (“Customer”) that provides Customer the names of service providers (“Service Providers”) that have placed their names with the Program for consideration by Customer in its performance of services to its end user customers. It is acknowledged and agreed that Ingram Micro makes no recommendations as to the competence or suitability of any particular Service Provider to perform the services required by Customer. Customer acknowledges and agrees that it will only rely on its own research and due diligence when selecting a Service Provider.
Customer agrees that if it orders any services from a Service Provider, it will look solely to such Service Provider to perform the services. Customer furthermore acknowledges and agrees that Ingram Micro shall not be responsible or liable for any services performed by the Service Provider
Customer has reviewed the IM Link Operations Manual (the “Operations Manual”) located at ingrammicro.com and agrees to comply with the guidelines and regulations stated therein, as they may be amended from time to time. Customer shall pay a referral fee by Customer to Ingram Micro as set forth in Operations Manual.
Customer acknowledges and agrees that it may receive Confidential Information about the Program or while participating in the Program. “Confidential Information” shall mean (i) non-public information which Customer learns, by whatever means, about Ingram Micro’s business in the course of participating in the Program; (ii) the terms and existence of the Program and the nature and details of the Program business relationship; and (iii) the Ingram Micro’s business plans or processes, distribution methods, volumes, prices, costs, finances, research and development, personal suppliers, customers or customer information. The term “Confidential Information” does not include any information that (i) is or becomes generally available to the public other than as a result of a disclosure by the Customer or its representatives in breach of these Program terms and conditions, (ii) was available to Customer without a duty of confidentiality prior to its disclosure by Ingram Micro, (iii) becomes available to the Customer from a source other than Ingram Micro or its representatives, provided that such source is not known to be subject to any prohibition against transmitting the information; or (iv) is disclosed pursuant to an order of court or government agency, provided that if Confidential Information is disclosed or threatened to be disclosed pursuant to this clause, the Customer will give Ingram Micro prompt written notice of such threatened disclosure and the right to defend against such disclosure, at its expense, and provided further, that Customer will cooperate reasonably in such defense.
Customer will not publish, disclose or disseminate such Confidential Information to any third party, and will only disclose or disseminate such Confidential Information to those employees who have a need-to-know such Confidential Information in connection with participation in the Program. Customer will use the Confidential Information it receives under this Program only for the purpose of its participation in the Program and Customer will not use such Confidential Information for any other purpose, unless Ingram Micro expressly authorized in writing the use of such Confidential Information for some other purpose. Customer’s rights and obligations under this section shall survive any termination of the Program or Customer’s participation in the Program for a period of two years.
Customer agrees that its participation in Program may be terminated by Ingram Micro for its convenience or for any other reason at any time. Referral payments due and payable as of the effective date of such termination shall survive termination of this Agreement.
Except as set forth hereunder the parties agree that the sales terms set forth at www.ingrammicro.com shall remain in full force and effect and applicable to this Program.
Terms and conditions must be read and accepted by India-based Partners (applicable to India-based partners only)
