Barracuda Networks EMEA Reseller Agreement

This Reseller Agreement is made and entered into as of ___________________by and between Barracuda Networks, Inc. (Barracuda Networks) a Delaware USA Corporation, having its principal place of business at 3175 Winchester Blvd, Campbell, CA, 95008 USA and _______________________________________ (Reseller), having its principal place of business at _________________________________________________. WHEREAS, Reseller desires to purchase Products and Services from a Barracuda Networks Authorized distributor or from Barracuda Networks for resale directly to end-users (and for the avoidance of doubt, sections 1.3, 2.2, 2.5, 3 and 4 relate ONLY to any purchases made by Reseller DIRECTLY from Barracuda Networks), and Reseller is willing to provide to its end-users support, and Barracuda Networks is willing to sell products and services to Reseller, NOW, THEREFORE, the parties mutually agree to the following: 1. APPOINTMENT 1.1. Appointment. Subject to the terms and conditions of this Agreement, Barracuda Networks hereby appoints Reseller as an independent, non-exclusive authorized reseller for the Products and Services listed in Barracuda Networks Retail Price List, located on the Barracuda Networks website (Products and Services), and Reseller hereby accepts such appointment for the territory of ___________________________ (Territory). Territory is subject to change at the sole discretion of Barracuda Networks. 1.2 Products. Barracuda Networks hereby agrees to produce, sell and deliver to Reseller during the term hereof and in accordance with the provisions of this Agreement, the Products and Services set forth in the Barracuda Retail Price List, which, at Barracuda Networks' sole discretion, may be amended from time to time in order to add new Products, and/or delete discontinued Products or Services, and/or change the pricing of Products and Services. 1.3 Pricing. IF Reseller purchases directly from Barracuda Networks, the price for each Product or Service ordered by Reseller from Barracuda Networks shall be the then-current published suggested retail price in the territory, less the appropriate Reseller discount. The Reseller discount is detailed in Schedule A. Barracuda Networks reserves the right to modify this discount or Reseller requirements on 60 days notice. When purchasing from a Barracuda Networks authorized distributor the distributor will set the purchase price. 1.4 Non-Exclusive. Barracuda Networks may appoint other value added resellers or representatives and distributors in the same territory and for the same or similar Products. Reseller is not a distributor of Barracuda Networks Products nor shall Reseller appoint or engage any third party to act on Reseller's behalf as its agent, representative, or distributor to either purchase or sell Barracuda Networks Products under the terms of this Agreement. However, no term or condition of this paragraph shall act to preclude Reseller from appointing or engaging an agent, representative, or distributor to either purchase or sell Reseller's systems into which Barracuda Networks Products are incorporated. 1.5 Bonus Programs. Partner may be eligible for Bonus Programs that can provide account credit for the sale of Products and Services. Partners account needs to be in good standing, Partner must be an active Partner by Barracuda Networks definition, and Partner must claim any bonuses within 60 days from when they are made available. All other Bonus Program rules and regulations, which may be changed at any time by Barracuda Networks, also apply. Any Products or Services included in a bonus program will be excluded from any pricing discounts or Reseller discounts. 1.6 Deal Registration. Partner may be eligible for additional Deal Registration discounts that can provide additional discounts at time of purchase. Partners account needs to be in good standing, Partner must be an active Partner by Barracuda Networks definition, and Partner must claim any Deal Registration discounts at the time of order. All other Deal Registration rules and regulations, which may be changed at any time by Barracuda Networks, also apply. Details of Deal Registration are provided in a separate document. Partner acknowledges that the Barracuda Deal Registration Program is strictly CONFIDENTIAL and any disclosure of it, in any way, to any potential customers or anyone person or entity will be considered a breach of this Partner Agreement. Reseller acknowledges that breach of confidentiality could have severe and irrecoverable financial impact on Barracuda Networks. 2. RESELLER OBLIGATIONS 2.1 Sales Staff and Certification. Reseller agrees to have sufficient sales staff to handle inquires regarding Products and Services. Reseller shall have a member of the sales team pass a Barracuda Networks administered Sales

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Certification. The Reseller's sales staff shall respond, within a short time frame, to all sales leads provided by Barracuda Networks. If Reseller fails to complete these courses Barracuda may terminate this agreement at its discretion. 2.2 Credit Line. IF Reseller purchases directly from Barracuda Networks, Reseller will establish a credit line with Barracuda Networks sufficient to supply Barracuda Networks Products, within a reasonable time frame to end users. 2.3 No Reverse Engineering. Reseller will not copy, alter, disassemble, decompile, or rent any Barracuda Networks Products or Services. Reseller will not modify Products or Services in any way. Reseller will not reverse engineer any Products or Services. 2.4 Promotion. Reseller will use reasonable efforts to promote, market, and distribute Products and Services to end users and customers. Reseller agrees to provide case studies to Barracuda Networks of customers in varying vertical markets. Reseller also agrees to place the Barracuda Partner Logo on their website in a conspicuous location. Reseller agrees to display Barracuda Networks products on their website and other appropriate marketing materials. 2.5 Revenue Commitment. IF Reseller purchases directly from Barracuda Networks, Reseller agrees to the minimum purchasing commitments as defined in the Barracuda Partner Program. Barracuda Networks reserves the right to modify the discount without notice if the minimum commitments are not met. 2.6 Logos. Reseller agrees to use Barracuda logos, graphics, product information, and other Barracuda materials per Barracudas guidance and direction and only as provided by Barracuda. Reseller agrees to discontinue any logo usage at Barracudas request. 2.7 Exhibits. Reseller agrees that any exhibits of Barracuda Networks Products, or Services at a tradeshow or other public event, will include clear and prominent Barracuda Networks signage in or around the exhibit area. Such signage will be composed of only approved Barracuda Networks logos, product images and other graphics as provided by Barracuda Networks. 2.8 Support. Reseller will provide first line sales support before and after the sale and will also provide first line technical support before and after the sale to customers regarding all Products and Services. 2.9 Training. Reseller will train its staff and provide online demonstrations of the Barracuda Products to potential customers. Reseller is required to provide the following sales training for its staff: At least five (5) major Product and Services introduction trainings throughout the year via webcast or conference calls; introductory and certification sales training; at least two (2) face-to-face general sales meeting per year; vertical program or specialty training; and participate in at least one (1) web based technical training per year. 2.10 Domains. Reseller agrees that any domain names referencing Barracuda, Barracuda Networks or similar that might be used to market or sell Barracuda Networks products are the sole property of Barracuda Networks. Any and all domain names will be properly delivered to Barracuda Networks upon written request with no payment other than reimbursement for standard registration fees. 2.11 No Resale Outside Territory. Reseller certifies that it is acquiring the Products and Services solely for resale to end users in the Territory, in accordance with this Agreement. Reseller agrees not to solicit Product or Service orders, engage salespersons, resell, or establish warehouses or other distribution centers outside of the Territory. 2.12 Warranty and Instant Replacement Services. Reseller agrees to comply with Barracuda Networks current terms and conditions and procedures for Warranty and Instant Replacement Services, which may be updated by Barracuda Networks from time to time. 2.13 End-user Licenses. Reseller agrees to transfer to each end user to which Reseller resells Products and Services all end-user license terms and end-user documentation provided by Barracuda Networks and accompanying such Products and Services including, but not limited to, the Barracuda Networks End-User Software License Agreement, the Barracuda Networks Product Warranty Agreement, the Barracuda Networks Energize Update Software License Agreement and the Barracuda Networks Instant Replacement Service Agreement, if applicable. 2.14 Publicity. Reseller agrees not to participate in any product reviews, issue press releases, or make other public announcements that identify Reseller as an authorized or registered Reseller for Barracuda Networks without the express written consent and cooperation of Barracuda Networks. In addition, Reseller shall at no time (nor cause any

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third party to) take any action, publish or otherwise communicate anything which is or may be detrimental to the business reputation of Barracuda Networks. 2.15 Reports. Reseller agrees to provide a Point of Sale report (POS) by the 5th day of each month, data which includes the serial numbers, product sold, and all contact information of the end-user purchasing Products and Services from Reseller (including name, company, address, phone, and email address). POS report is not required if end user information is provided at time of all orders. 2.16 NFR Unit. Reseller may purchase not for resale (NFR) units from Barracuda Networks or an authorized distributor at a 50% discount; however, another unit must be purchased at standard discount either before or at the same time as the NFR. All purchase must include Energize Updates. Barracuda Networks reserves the right to limit the model available to Reseller for NFR. Additional NFR units of other product types may be made available at Barracuda Networks discretion. 2.17 Minimum Advertised Price (MAP). Reseller may sell Products and Services for any price they choose, but may not display in any print or online advertising, a price below the Minimum Advertisable Price. Reseller may not indicate in online stores or advertising that actual price or a lower price will be shown when added to shopping cart or equivalent. The Minimum Advertised Price for the Products and Services is 5% below list price, however, this may be revised by Barracuda Networks without notice. Violation of MAP will result in termination of this agreement and other repercussions associated with breach of contract. 2.18 Activation of Subscription Services. Reseller agrees to activate all Subscription Services, which include the Energize Update Service and Instant Replacement Subscription for Products via the online activation process provided by Barracuda Networks. 2.19 Export. Reseller agrees not to export any Barracuda Products or Services out of their intended region of operation. 3. PURCHASE ORDERS (Only Applies if Purchasing Directly from Barracuda Networks) 3.1 All orders shall be placed on Reseller's Purchase Orders referencing this Agreement or using a credit card. Should there be any language in said Purchase Orders which negates, qualifies, contradicts or limits the terms and conditions of this Agreement, then said language shall be deemed to be without force and effect and the terms and conditions of this Agreement shall take precedence. 3.2 All Purchase Orders are subject to written acceptance by Barracuda Networks. 3.3 All orders for subscriptions must include Serial Number of the product being renewed. 3.4 Reseller agrees to place all renewal orders via the Barracuda Networks online partner portal. 4. DISCOUNT AND PAYMENTS (Only Applies if Purchasing Directly from Barracuda Networks) 4.1 Reseller shall purchase Products at discounts in effect at the time the order is received by Barracuda Networks. 4.2 In the event that Reseller wishes to place purchase orders for Products or Services and pay for such orders on credit terms, such credit terms shall be approved by Barracuda Networks in advance of order acceptance by Barracuda Networks. 4.3 The amount of any present or future sales, use, excise or other tax applicable to the sale or use of the Products sold hereunder shall be paid by the Reseller, or in lieu thereof the Reseller shall provide Barracuda Networks with a tax exemption certificate acceptable to the taxing authority. 4.4 The amount of any refund, rebate, coop, discounts, or other payments or credits from Barracuda Networks must be requested in writing within 90 days of earning. Failure to make claim within 90 days will forfeit any credit or payment. 4.5 Reseller may be eligible for additional discounts on the specific Barracuda Networks Product, by completing the online Registration Program for individual Products. Discounts will only be provided if all of the requested information

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is obtained prior to the order being placed: Product type, Company Name, Contact Name, Company Address, Phone Number, and Email Address. Discounts may be changed at any time without notice. 5. TERMINATION Either party may terminate this Agreement with or without cause upon thirty (30) days prior written notice. Written notice of termination of the Agreement shall be sent by mail, to the other party at its address stated above or at such other address as may be designated from time to time. If Barracuda Networks terminates the Agreement, Barracuda Networks will honor quotations under this Agreement made by Reseller prior to Reseller's receipt of notice of termination provided that such quotations are received by Barracuda Networks within five (5) working days after Reseller's receipt of notice of termination. Termination of this Agreement shall not effect any obligations of Reseller to make any payments due and owing hereunder at the time of such termination. 6. DELIVERY (Only Applies if Purchasing Directly from Barracuda Networks) 6.1 All scheduled or quoted delivery dates are approximate and are based upon prompt receipt of all necessary information from the Reseller. 6.2 Unless otherwise agreed to, in writing by Barracuda Networks, delivery of the Products hereunder shall be made FCA (Incoterms 2000) from Barracuda Networks shipping location, with transportation expenses and insurance paid by Reseller. Risk of loss or damage to Products in transit shall fall upon Reseller, whose responsibility it shall be to file claims with the carrier and/or the insurance company. Title shall pass to Reseller at FCA point. 7. CONFIDENTIAL INFORMATION, TRADEMARKS AND TRADE NAMES 7.1 To enhance the effectiveness of the Reseller's selling, Barracuda Networks may from time to time divulge confidential information and proprietary trade and/or manufacturing secrets to the Reseller. Reseller shall preserve in strict confidence any confidential or proprietary information obtained by Reseller concerning the business or affairs of Barracuda Networks and affiliated entities, including but not limited to this Agreement, trade secrets, price lists, marketing strategies, customer lists, mail lists, and information concerning the design or methods of manufacture of Barracuda Networks Products, and shall refrain from disclosing, during the term of this Agreement or at any time thereafter, any such information to any person or persons, natural or corporate. Reseller acknowledges that all programs and this agreement are considered CONFIDENTIAL information. Reseller acknowledges that breach of confidentiality could have severe and irrecoverable financial impact on Barracuda Networks. 7.2 Reseller acknowledges and agrees for all purposes that any registered or unregistered trademarks, trade names, or identifying slogans affixed to Products or any accompanying labels, containers, cartons, and promotional literature constitute the exclusive property of Barracuda Networks and shall not be used by Reseller except in connection with promoting and selling Products. 8. EXPORT 8.1 Reseller agrees to abide by any restrictions of conditions respecting the export or re-export of Barracuda Networks Products now or hereafter imposed by the United States Government pursuant to Part 379 U.S. Export Administration Regulations, as amended from time to time, as well as any other European Union or Country specific regulations. 8.2 Reseller and Barracuda Networks will observe all applicable provisions of the Foreign Corrupt Practices Act and the Anti-Boycott regulations of the Department of Commerce, and each will assist the other in complying with these laws. 8.3 Barracuda Networks provides multiple versions of the Barracuda products targeted for specific geographic regions. The North American version is designed to operate only in North America and may not include all of the features or regulatory approvals for filtering spam in other regions. In particular the Energize Update service may not function properly if a North America version is exported. Barracuda Networks reserves the right to discontinue Energize Updates if Products and Services are exported against our policy. 9. LIMITATION OF BARRACUDA NETWORKS LIABILITY 9.1 Reseller shall at all times act as an independent contractor and shall not have any right or authority to make any representation or warranty on behalf of Barracuda Networks, nor in any manner to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, nor act for, nor bind Barracuda Networks in any respect. Reseller is not an agent nor an employee of Barracuda Networks, nor is Reseller a legal representative of

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Barracuda Networks. Except as herein specifically provided, Reseller agrees to defend, hold harmless, and indemnify Barracuda Networks with respect to any claim, action, suit, or other proceeding asserted or instituted against Barracuda Networks arising out of or related to any actions taken by Reseller. Reseller agrees not to act in any manner or make any representation which would lead any third party to consider that Barracuda Networks is in any way responsible for the acts of Reseller or that Reseller is an agent of Barracuda Networks. Except as provided by express written warranties offered by Barracuda Networks, Barracuda Networks shall not be responsible for the handling, installation, use or service of Product(s) after sale by Barracuda Networks to Reseller. Reseller agrees to limit its warranty to its sublicencees so as not to increase Barracuda Networks liability beyond that set forth herein and indemnifies and holds harmless Barracuda Networks from any claim or liability except as expressly set forth in this Agreement. 9.2 Notwithstanding any provision contained herein to the contrary, the maximum liability of Barracuda Networks to Reseller, or to any person whomsoever arising out of or in connection with any sale, use, or other application of any Product or Service delivered to Reseller hereunder, whether such liability arises from a claim based upon contract, warranty, tort, or otherwise, shall not under any circumstance exceed the actual amount paid to Barracuda Networks by Reseller for the Product or Service delivered hereunder. 9.3 Barracuda Networks SHALL NOT BE LIABLE FOR ANY OF RESELLERS OR END USERS LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR LOSS OF DATA, INTERRUPTION OF BUSINESS, NOR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF Barracuda Networks HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. In no case will Barracuda Networks be liable for any representation or warranty made by Reseller, or any agent of Reseller. 9.4 Reseller agrees to limit its warranty to its sublicencees so as not to increase Barracuda Networks liability beyond that set forth herein and indemnifies and holds harmless Barracuda Networks from any claim or liability except as expressly set forth in this Agreement. 10. MISCELLANEOUS 10.1 Force Majeure. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties. 10.2 Assignment. Barracuda Networks may assign its rights or delegate its obligations hereunder, either in whole or in part, without any prior consent of Reseller. The rights and liabilities of the parties under this Agreement will bind and inure to the benefit of the parties' respective successors and permitted assigns. For purposes of this Section, a fifty percent (50%) change in control shall constitute an assignment. 10.3 Entire Agreement. This Agreement, including all exhibits that are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. IN WITNESS WHEREOF, the Reseller accepts the terms and conditions of this Agreement and has executed this Agreement by a person duly authorized as of the date and year first above written. Reseller Company:______________________ Name: Signed: Title: Date: ________________________________

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Barracuda Networks EMEA Reseller Agreement

Schedule A Partner Level and Discounts
This Schedule A only applies if Reseller purchases directly from Barracuda Networks. Reseller will initially qualify at Certified level, and can be moved to Platinum or Diamond level only if approved by Barracuda Networks. Initial Barracuda Partner Level: _________________________ (Diamond, Platinum, or Certified)

Calendar Quarterly Purchase Target: ________________________ (USD, EURO or GBP) DIAMOND Barracuda Networks Products Barracuda Networks All Products PLATINUM Barracuda Networks Products Barracuda Networks All Products CERTIFIED (limited product catalog available) Barracuda Networks Products Barracuda Networks All Products

Models All products Models All products Models 4xx and below

Discount
(excluding deal registration)

Typical Discount
(with deal registration -- see deal registration document)

20% Discount
(excluding deal registration)

30% Typical Discount

(with deal registration -- see deal registration document)

15% Discount 15%

23% Typical Discount

(with deal registration -- see deal registration document)

17%

Reseller Company:______________________ Name: Signed: Title: Date: ________________________________

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