AEROHIVE PARTNER AGREEMENT

This PARTNER Agreement (the “Agreement”) is entered into as of this ________, 2011, (“Effective Date”) by and between Aerohive Networks, Inc., a Delaware corporation having its principal place of business at 330 Gibraltar Drive, Sunnyvale, CA 94089 (“Aerohive”), and

_______________________________________________________________________________________________(“PARTNER”). Aerohive and PARTNER may hereinafter be referred to each as a “Party” and collectively as the “Parties.”

RECITALS

Aerohive has developed certain enterprise networking wireless components and other related hardware and software (the “Products,” as further defined below) that it has manufactured and sells and PARTNER wishes to acquire such Products from Aerohive for resale to End Users (as such term is defined below). NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, it is agreed as follows:

1.DEFINITIONS

1.1End User” means an end user purchaser of Products that acquires such Products from PARTNER or that is solicited by PARTNER for the sales of Aerohive services, for such end user’s own internal use and not for resale, transfer, or distribution to third parties.

1.2Price List” means the then-current Aerohive Products and Services price list(s) for the applicable territory and as may be amended, supplemented or modified by Aerohive from time to time.

1.3Products” means collectively, the Aerohive networking wireless components (“Hardware”) that include the machine-executable object code version of software embedded in the Hardware (“Software”) as well as certain other hardware and pre-installed software used for administration purposes, all that are included in an applicable Price List (Exhibit B).

1.4Registered Deals” means proposed Sales for which PARTNER has submitted to Aerohive a completed copy of Aerohive’s then- current registration process, satisfied all of the requirements of the Partner Program and Deal Registration Program described in Exhibit C, and for which Aerohive has provided PARTNER with written (including without limitation email) acknowledgement and approval, which approval shall include the PARTNER having received a Registration Confirmation as and Deal Registration Number as described in Exhibit C.

1.5Sale,”“Sales,”“Sell,”“Sold, “or “Selling” means (a) with respect to Products, excluding any and all Software, any sale, lease, license, rental or other transfer of such Product to any End User; or (b) with respect to Software, the granting of a limited license to use the Software, solely and exclusively as embedded in or pre-installed on the Product.

1.6Specifications” means Aerohive’s published functional specifications for the Products as they exist as of the Effective Date and as may be modified by Aerohive from time to time. Aerohive specification datasheets are published on the Aerohive website and may be modified from time to time without notice to PARTNER.

1.7Support” means support provided by Aerohive to an End User that purchases such support from PARTNER and agrees to the support terms and conditions on Aerohive’s website at www.aerohive.com (the

“Support Agreement”)

1.8Supported Product” means a particular Product bought by a particular End User from PARTNER, which is covered by a relevant Aerohive Limited Warranty during its warranty period or covered by purchased Support pursuant to a Support Agreement between Aerohive and the End User at the time such End User requests support from Aerohive.

2.TERM AND TERMINATION

2.1 Term. The term of this Agreement (“Initial Term”) will commence on the Effective Date and continue in full force and effect for twelve (12) months thereafter. The Agreement will automatically

renew for up to three (3) additional one year periods (each a “Renewal Term,” together with the Initial Term the “Term”), unless either Party delivers to the other Party written notice of non-renewal no later than sixty (60) days before the end of the then-current Term. In such case, this Agreement shall terminate after the last day of the then-current Term.

2.2 Termination for Cause. Either Party shall have the right to terminate this Agreement upon written notice to the other Party if the other Party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days or receipt of written notice regarding such breach. Notwithstanding the foregoing, this Agreement may be terminated immediately on written notice by:

a.Aerohive if PARTNER fails to sell Products

and Support such that the total net sale amount for such Products and Support sold in the twelve (12) month period immediately preceding the intended date of termination is less than the Minimum Sale Amount as specified on Exhibit A hereto (such amount to be prorated for the initial year following the Effective Date).

b.Either Party if the other Party ceases to

function as a going concern or to conduct its operations in the normal course of business; or

c.Either Party if the other Party is in material

breach of this Agreement, if such material breach is not capable of being remedied; or

d.Either Party if the other Party is in material

breach of this Agreement other than as provided in clause (e) below, if such material breach can be remedied and the other Party fails to cure such material breach within thirty (30) calendar days after written notice thereof; or

e.Either Party if the other Party has committed

again a previously remedied material breach; or

f.Either Party if the other Party fails to make a

payment owing hereunder, and payment is not made within thirty (30) calendar days after becoming due; or

g.Either Party if the other Party institutes or

there is instituted against it any proceeding under any bankruptcy, protection of rights of creditors or insolvency laws, or the other Party institutes or there is instituted against it any proceeding for liquidation or winding up, or the other Party becomes insolvent, or the other Party makes an assignment for the benefit of creditors, or a receiver is appointed with respect to any substantial part of the other Party’s assets or business.

2.3 Termination for Convenience. Either party may terminate this Agreement at its convenience upon 60 days written notice to the other Party.

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2.4 Effect of Termination or Expiration. If this Agreement expires, is not renewed or is terminated pursuant to Section 2.2, the receiving party shall return to the disclosing party all Confidential Information pursuant to Section4. PARTNER shall also immediately pay to Aerohive all amounts then owed to Aerohive (subject to Aerohive’s submission of invoices for any un-invoiced amounts), and each Party shall further have all rights available to such Party in law and equity. Neither Party shall incur any liability whatsoever for any damage, loss or expense of any kind suffered or incurred by the other arising from or incident to any termination or expiration of this Agreement that complies with the terms of this Agreement.

3.LIMITED APPOINTMENT

3.1Appointment. Subject to the terms of this Agreement, Aerohive authorizes and appoints PARTNER to, on a non- exclusive basis, solely in the Territory (as defined in Exhibit A), (a) sell the Products to End Users in the Territory and (b) sell Support to such End Users under the terms and conditions of Aerohive's Support Agreement then in effect as provided by Aerohive to PARTNER from time to time during the Term. The terms and conditions of Aerohive’s standard End User support and maintenance contracts in effect as of the Effective Date and can be found on the Aerohive corporate website at http://www.aerohive.com. PARTNER hereby accepts such appointments.

3.2Terms of Sale. The Parties agree that in the interest of limiting each Party’s liability to End Users and protecting certain rights, in connection with PARTNER’s Sale of the Products, if applicable, PARTNER must include with each Product Sold to an End User a copy of Aerohive’s then-current End User License Agreement and Aerohive’s then-current Limited Hardware Warranty.

3.3Relationship. PARTNER is an independent contractor of Aerohive under this Agreement. The Parties are not and shall not be construed as partners, joint ventures, or agent and principal. In no event shall either Party be authorized to act for or on behalf of the other Party. All financial obligations associated with PARTNER’s business and its obligations under this Agreement are the responsibility of PARTNER.

3.4PARTNER’s Duties. PARTNER agrees to use its best efforts to promote, develop the market for, and Sell the Products in the Territory and to conduct its business in such manner as will reflect favorably on Aerohive and the Products and not engage in any deceptive, misleading, illegal, or unethical business practice. PARTNER certifies that it is purchasing the Products solely for Sale to End Users. PARTNER shall:

a.Engage in advertising and/or Sales promotion activities solely in the Territory, designate the Products by their correct names, and identify them as the Products of Aerohive being marketed by PARTNER.

b.Maintain a qualified sales organization, which will call on End Users and qualified potential customers in the Territory.

c.Maintain an adequate staff of trained technicians to provide pre-sales technical support to all End Users.

d.Maintain a valid resale certificate from local tax authorities, if required by local law, and submit proof thereof to Aerohive upon request.

e.Make no warranties to anyone, including without limitation, End Users, on behalf of Aerohive other than those

provided by Aerohive to PARTNER in writing for provision to End Users.

f.Report promptly to Aerohive any reported Product defects in such detail as to make it possible for Aerohive to duplicate such defects in an effort to correct them.

g.Make Orders in accordance with Section 5.1.

h.Solicit and submit orders to Aerohive for Support with each Product Sold to End Users, unless otherwise authorized in writing by Aerohive.

i.Sell the Minimum Sale Amount (as defined in

Exhibit A)

3.5Product and Market Information. Aerohive will use reasonable efforts to keep PARTNER informed of marketing, Product and technical information in sufficient and accurate detail to enable PARTNER to properly promote the Products. Product collateral will be provided by Aerohive to PARTNER in electronic format.

3.6Special Circumstances. All special business requirements including non-standard pricing, delivery, or other terms shall be requested in writing to Aerohive by PARTNER.

4.CONFIDENTIALITY

4.1Confidential Information. “Confidential Information” means any and all information that is disclosed by either Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in writing or tangible form is marked as “Confidential,” or with some similar designation, or if disclosed orally or by inspection or observation, is identified as being proprietary and/or confidential at the time of disclosure, or by the nature of the circumstances surrounding the disclosure should reasonably be treated as proprietary and/or confidential.

4.2Exclusions. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving Party; (ii) is rightfully known by the receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (iv) the receiving Party rightfully obtains from a third party without restriction on use or disclosure.

4.3Use and Disclosure Restrictions. Each Party may use the other Party’s Confidential Information solely as necessary for its performance under this Agreement and each Party may disclose the Confidential Information of the other Party solely to those of its employees or subcontractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that any such employee or subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of Confidential Information as those set forth herein. Each Party must use all reasonable efforts to maintain the confidentiality of all Confidential Information of the other Party in its possession or control, but in no event less than the efforts that Party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to contest such order or requirement and (ii) on a confidential basis to its legal or financial advisors. In addition, each Party may disclose

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the terms and conditions of this Agreement: (a) as required under applicable securities regulations; and (b) on a confidential basis to present or future investors or acquirers (including entities with which a Party may merge) of such Party or any of its assets or business.

5.PURCHASE OF PRODUCTS

5.1Orders. PARTNER may acquire Products by submitting a written or electronic order for Products to Aerohive during the term of this Agreement in accordance with Section 5.1 (each an “Order”). Each Order must provide the following information:

a.For all deals, Product model number, quantity, unit and/or extended price, end user address and company name, and requested ship date and delivery address and contact information (contact name, address, email, and phone number) with the requested delivery method (i.e., Ground, Air, Next Business Day)

b.For all Registered Deals, PARTNER will provide an Aerohive-approved deal registration code on all Orders for that specific End User and ensure that all products ordered against that deal registration code are only sold to that specific End User for the purpose of the specific Registered Deal.

5.2Order Acknowledgement. Aerohive will acknowledge receipt of each Order in writing or electronically, and may either accept or reject such Order. No Order shall be binding upon Aerohive until accepted in writing and Aerohive shall have no liability to PARTNER with respect to Orders that are not accepted. No partial shipment of an Order shall constitute acceptance of the entire Order. If Aerohive fails to acknowledge receipt of any Order, such Order shall be deemed rejected.

5.3Pricing. PARTNER shall pay to Aerohive the then-current Product price based on the then-current Price List, less applicable discounts as set forth in Exhibit A. The prices set forth on the Price List do not include additional charges or fees for shipment, insurance, taxes, duties, handling, and similar costs, which charges shall be paid by PARTNER. PARTNER shall set its own prices for Sales to End Users without consultation with Aerohive.

5.4Taxes. All fees and payments stated herein exclude, and PARTNER shall pay, any sales, use, withholdings, levies, or similar governmental charges, however designated, including any related penalties and interest (“Taxes”), related to the performance of its obligations or exercise of its rights under this Agreement. PARTNER will pay, or reimburse Aerohive for the payment of, all Taxes except: (a) taxes on the net income or net worth of Aerohive,

(b) franchise taxes assessed on Aerohive, and (c) taxes for which PARTNER has provided to Aerohive prior to shipment a certificate of exemption acceptable to both Aerohive and the appropriate taxing authority.

5.5Price Changes. The prices of Products and services may be changed from time to time in Aerohive’s sole discretion. Aerohive will provide PARTNER with thirty (30) days written or email notice prior to the effective date of any price increase (“Price Notice”). Price increases will apply to the corresponding Products and services ordered by PARTNER on or after the effective date of the Price Notice. However, Aerohive will honor all outstanding written PARTNER proposals to potential or existing End Users for Products, for a period of thirty (30) days effective from the date of the Price Notice; provided, however, that within 5 business days of such Price Notice, PARTNER provides to Aerohive a list of the outstanding proposals that PARTNER desires to be subject to this price protection. For price decreases, Aerohive will either provide thirty (30) days notice (with no Price Protection) or in the event that Aerohive is unable to provide thirty (30) days advance notice, it will provide Price Protection for all Products that PARTNER has

ordered from Aerohive but has not yet received at the time the price change is announced. As used herein, “Price Protection” means Aerohive will sell to PARTNER for the reduced price, Products that are subject of an Order that PARTNER has placed prior to receiving notice of the reduced price but that Aerohive has not yet shipped.

5.6Product Changes. Aerohive may, at its sole discretion and without incurring any liability to PARTNER, change the features or functionality of, or discontinue the manufacture, license or Sale of any Products provided hereunder. Aerohive shall use commercially reasonable means to notify PARTNER in advance of any such changes, but PARTNER understands and agrees that Aerohive cannot and does not make any warranty in regard to advance notice of any such changes in Products.

5.7Change Order. PARTNER may cancel or reschedule any Order, without charge, by delivering written notice to Aerohive prior to the shipment of the product, but in no event after the Products have shipped. Aerohive has no obligation to accept rescheduling requests or cancellations after shipment of the product occurs.

5.8Payment Terms. Aerohive will invoice PARTNER for Products upon shipment to PARTNER. PARTNER shall pay the amount invoiced for Products to Aerohive thirty (30) days from the date of the applicable invoice, unless stated otherwise on Aerohive’s invoice. PARTNER agrees that any late payments, at the sole discretion of Aerohive, may bear interest at the lower of a rate of 1.5% per month, or the highest rate allowed by law, on all invoiced and unpaid amounts. Aerohive reserves the right in its reasonable commercial judgment to place PARTNER on credit hold, in which event Aerohive will promptly inform PARTNER and may delay or reschedule PARTNER’s orders. If the Products are delivered in installments, then PARTNER shall pay for each installment in accordance with this Section 5.8. Each shipment shall be treated as a separate transaction, but if PARTNER fails to make payment as provided herein, Aerohive may decline to make further shipments without in any way affecting its rights hereunder. PARTNER shall be solely responsible for billing and collecting fees from PARTNER’S End Users. Non-payment of fees to PARTNER by an End User does not affect PARTNER’s obligation to pay the applicable amounts to Aerohive in accordance with this Agreement.

5.9Charge-Backs. Aerohive may, in its sole discretion, set cash discounts, make such allowances and adjustments, accept such returns from its End Users, and write off as bad debts such overdue End User accounts. In each such case, Aerohive may charge back to PARTNER's account any amounts previously paid or credited to it with respect to such cash discounts, allowances, adjustments, returns or bad debts.

5.10Delivery. All Products delivered pursuant to this Agreement shall be delivered to PARTNER or the End User (as agreed by the Parties), FCA Aerohive’s facility, at which time risk of loss and title, shall pass to PARTNER. Unless otherwise instructed in writing by PARTNER and agreed to by Aerohive, Aerohive shall select the carrier. Unless indicated as “firm” by Aerohive in writing, all delivery dates are estimates only. As used herein, the term “FCA” shall be construed in accordance with the International Chamber of Commerce “Incoterms” (published 2000). Aerohive hereby reserves a purchase money security interest in all Products sold to PARTNER and the proceeds thereof, in the amount of the purchase price. If PARTNER defaults in any of its obligations to Aerohive, then Aerohive will have the right to repossess the Products without liability to PARTNER. These security interests will be satisfied by payment in full. A copy of the invoice may be filed with appropriate authorities at any time as a financing

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statement and/or chattel mortgage to perfect Aerohive's security interest. On request of Aerohive, PARTNER will execute financing statements and similar other instruments to perfect Aerohive's security interest.

6.WARRANTY, RETURNS AND DISCLAIMERS

6.1Product Warranty. Software is warranted in accordance with Aerohive’s then-current standard End User License Agreement and Hardware is warranted in accordance with Aerohive’s then-current standard Limited Hardware Warranty (together, the “Limited Warranty”). Any warranty for the Products will run directly from Aerohive to End Users. PARTNER will have no authority to respond to any warranty claims.

6.2Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY REFERENCED IN SECTION 6.1ABOVE, THE PRODUCTS AND ANY SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OR CONDITION WHATSOEVER, AND AEROHIVE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.

6.3Product Returns. During the warranty period, End Users may return defective Products directly to Aerohive in accordance with the terms and conditions of the Limited Warranty and Aerohive’s then-current return merchandise authorization (“RMA”) process. PARTNER may not receive or process warranty claims from End Users. Any Product returned to Aerohive, which is not returned by an End User in accordance with the terms of this Agreement, may be refused by Aerohive, at its sole discretion.

7.TECHNICAL SUPPORT AND TRAINING

7.1Sale of Support. In accordance with Section 3.1, PARTNER may sell Support to End Users.

7.2PARTNER Support. Alternatively, PARTNER may provide level one support to End Users for Supported Products if PARTNER has been trained and authorized in writing to do so by Aerohive. In such case, Aerohive and PARTNER shall enter into a separate agreement whereby Aerohive would provide “back line” support directly to PARTNER in accordance with Aerohive’s then- current policies and procedures. PARTNER may not provide support to End Users, including without limitation software updates, for any Product that is not a Supported Product. Aerohive may also provide support for Supported Products directly to End Users as agreed to by the Parties.

7.3Installation. PARTNER may provide Product installation services to its End Users in accordance with PARTNER charges and standard policies if PARTNER has been trained and authorized in writing by Aerohive. If PARTNER determines that Aerohive’s support is required to enable PARTNER to complete a given installation, then the Parties will work together to mutually agree on the support efforts needed and fees to be charged, if any.

7.4Training. During the first 30 days following the Effective Date, Aerohive will offer up to one-day free training session for PARTNER’s sales personnel with respect to the Products. This training shall take place at an Aerohive facility, designated Aerohive facility, PARTNER facility, controlled customer environment, or Web Training Session. Thereafter, if PARTNER requests additional training, Aerohive may provide such training subject to its availability and payment by PARTNER of Aerohive’s then-current training fees.

8.SALES PROMOTION OBLIGATIONS

8.1Sales Tools. Aerohive will provide PARTNER with certain sales tools to assist PARTNER in marketing the Products in the Territory. The tools that will be provided at no cost in electronic format include literature, presentation materials, white papers, reprints, and certain training materials.

8.2Progress Meetings. Each Party will participate, either in person or via teleconference, in regular progress meetings with key personnel to compare market performance to forecasts and expectations.

9.LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF SECTION 4 ANDAMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO SECTION 11, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, RELIANCE, OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR COST OF COVER IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE PRODUCTS, SOFTWARE, DOCUMENTATION, OR ANY SERVICES PERFORMED HEREUNDER. EXCEPT FOR A BREACH OF SECTION 4, NEITHER PARTY’S LIABILITY UNDER THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL EXCEED THE AMOUNTS PAYABLE BY PARTNER FOR PRODUCTS HEREUNDER DURING THE TWELVE MONTHS PRECEDING THE DATE OF THE CLAIM. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

10.TRADEMARKS AND PROPRIETARY RIGHTS

10.1Use. PARTNER is permitted to use the name, logo, trademarks, service marks, trade names and other marks of Aerohive (the "Marks") for all proper purposes in the sale of Aerohive Products to Approved PARTNERs and End Users and the performance of PARTNER’s duties hereunder only so long as this Agreement is in effect. PARTNER’s use of such Marks shall be in accordance with Aerohive's policies including, but not limited to trademark usage and advertising policies, and be subject to Aerohive's prior approval. PARTNER agrees not to attach to any Products any trademarks, trade names, logos or labels other than an aesthetically proper label identifying PARTNER, its location and its relationship to Aerohive. PARTNER further agrees not to affix any Mark to any product other than those products that are genuine Products.

10.2Proprietary Rights. Subject only to any rights or licenses expressly granted in this Agreement, as between Aerohive and PARTNER, Aerohive owns all right, title and interest in and to all intellectual property rights embodied by or pertaining to the Products, or any manufacture or use of the Products. PARTNER shall not make any claim to any Mark or lodge any filings with respect to any Marks or mark confusingly similar to any Marks, whether on behalf of Aerohive or in its own name or interest, without the prior written consent of Aerohive. The Products contain valuable trade secret information and other intellectual property of Aerohive. PARTNER agrees that it will not, and will not authorize others to, reverse compile, reverse assemble, reverse engineer or otherwise attempt to create or obtain source code from the Products. PARTNER agrees that it will not, and will not

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authorize others to, remove or modify any copyright, patent or other proprietary labels or markings on the Products or the packaging provided by Aerohive. PARTNER will not, and will use commercially reasonable efforts to require End Users not to, remove or permit the alteration of any labels, proprietary rights notices, or identifying markings, including without limitation the Trademarks, on the Products or packaging. Upon the request of Aerohive, PARTNER shall discontinue its use of any Mark.

10.3 Registered User Agreements. If Partner is a foreign entity, Aerohive and PARTNER shall enter into registered user agreements with respect to Aerohive's Trademarks pursuant to applicable trademark law requirements in the Territory. PARTNER shall be responsible for proper filing of the registered user agreement with government authorities within the Territory and shall pay all costs or fees associated with such filing.

11. INDEMNITIES

11.1Scope of Aerohive Indemnity. Aerohive agrees, at its own expense, to defend, or at its option to settle, any claim, suit or proceeding brought against PARTNER by a third party for infringement of a valid U.S. patent, copyright or trade secret by the Products (“Claim”). Aerohive shall have sole control of any such action or settlement negotiations, and Aerohive agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against PARTNER or settlement entered into in any such Claim. Further, should such final judgment or settlement require that the Product be returned and/or the purchase price refunded to End Users, Aerohive will pay such related costs. PARTNER agrees that Aerohive, at its sole option, shall be relieved of the foregoing obligations unless PARTNER (a) gives prompt, written notice to Aerohive of all Claims, (b) cooperates reasonably with Aerohive (at Aerohive’s expense) in the defense or settlement of Claims, and (c) allows Aerohive the sole right to defend, or at Aerohive’s option settle, Claims. If Aerohive becomes aware of a Claim, then Aerohive may, in its sole discretion, obtain the right for PARTNER to continue to Sell the Products, modify the Products so that they are no longer infringing, or require return of unsold Products from PARTNER and refund to PARTNER the amount paid by PARTNER for such unsold Products. Aerohive shall have no liability for any Claim resulting from or caused by: (d) use or combination of the Products with any other goods or services not supplied by Aerohive; or (e) any modification or alteration of Products by a party other than Aerohive. The foregoing expresses PARTNER’s sole remedy, and Aerohive’s sole liability, for any claim of infringement.

11.2Scope of PARTNER Indemnity. PARTNER shall fully defend, indemnify and hold harmless Aerohive, its directors, officers, employees, shareholders, customers, affiliated companies and agents from and against any and all liability (including reasonable attorneys’ fees) for any claims, suits, actions, demands or threats of any third party based in any way upon any act, omission, failure to act or misrepresentation by PARTNER including, without limitation, any claims regarding any Sales of Products, unauthorized export of the Products, solicitations of Aerohive maintenance and support contracts, or distribution of non- Aerohive goods or services in conjunction with the Products (including, without limitation, in connection with any representation or warranty regarding the Product by PARTNER and its employees or agents that is inconsistent with or broader than the scope of the Limited Warranty) or any breach or alleged breach of PARTNER’s representations, warranties, or covenants set forth herein. Aerohive shall give prompt, written notice thereof to PARTNER, shall cooperate reasonably with PARTNER (at PARTNER’s expense), and shall allow PARTNER the sole right to defend, or at PARTNER’s option, settle all of the foregoing.

12.EXPORT CONTROL AND COMPLIANCE.PARTNER certifies that it shall not, directly or indirectly, export, re-export or transship the Products or any parts or copies thereof without the express written consent of Aerohive, and in any event, in any manner as to violate such laws and regulations in effect from time to time. The rights and obligations of PARTNER shall be subject to such United States laws and regulations as shall from time to time govern the license and delivery of products and technology abroad by persons subject to the jurisdiction of the United States, including the Export Administration Act of 1979, as amended, any successor legislation to the Export Administration Act of 1979 and the Export Administration regulations issued by the Department of Commerce, International Trade Administration and Bureau of Export Administration. PARTNER (or any agent) agrees that Aerohive shall not appear as an exporter on any document used for export control purposes. PARTNER hereby represents and covenants that it will comply with United States Export Control Regulations. Further, PARTNER hereby agrees not to sell or deliver the Products for ultimate delivery to those areas to which delivery would be forbidden if directly exported from the United States. PARTNER understands that it will receive the Products under a U.S. distribution license and the restrictions on re-export or resale to, individuals or companies listed on the Table of Denial Orders, and High Risk of Diversion candidates must be complied with. The Table of Denial Orders is a list of individuals and companies that have been denied export privileges by the U.S. Department of Commerce. No U.S. Products may be sold to individuals or companies on the list.

13.GENERAL

13.1Assignment. This Agreement may not be assigned by PARTNER without the express prior written consent of Aerohive, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, PARTNER may assign this Agreement to a third party in the course of a merger, acquisition or reorganization by or of PARTNER, upon written notice to Aerohive. Any attempted assignment by PARTNER in derogation of the foregoing shall be void. This Agreement shall inure to the benefit of each Party and its successors and permitted assigns.

13.2Approvals. PARTNER represents and warrants that it will obtain all required approvals of the government of any country outside the United States in which it markets or distributes the Products in connection with this Agreement. PARTNER understands that it may not market or distribute the Products in any jurisdiction that is outside of its Territory.

13.3Currency Control. PARTNER represents and warrants that, as of the Effective Date of this Agreement, no currency control laws applicable in the Territory prevent the payment to Aerohive of any sums due under this Agreement. If any such laws come into effect and the local government of the Territory does not permit that payment be made in United States Dollars, PARTNER will notify Aerohive immediately, and if so instructed by Aerohive, deposit all monies due Aerohive to the account of Aerohive in a local bank of Aerohive’s choice in the Territory.

13.4Foreign Corrupt Practices Act. In conformity with the United States Corrupt Practices Act and with Aerohive’s corporate policies regarding foreign business practices, PARTNER and its employees and agents shall not directly or indirectly make an offer, payment, promise to pay or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government within the Territory or the United States Government (including a decision not to act) or inducing such a person to use his influence to affect any such governmental act or decision in order to assist Aerohive in obtaining, retaining or directing any such business.

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13.5Compliance with Laws. PARTNER shall at all times conduct its efforts hereunder with the highest commercial standards and in strict accordance with all applicable laws, rules, policies, directives and regulations (“Laws”) and shall advise Aerohive of any legislation, rule, regulation or other law (including but not limited to any customs, tax, trade, intellectual property or tariff law) which is in effect or which may come into effect in the Territory after the Effective Date of this Agreement and which affects the importation of the Products into, or the use and the protection of the Products or the intellectual property rights therein, such Territory, or which has a material effect on any provision of this Agreement. PARTNER shall be responsible for current and ongoing familiarity and compliance with all Laws applicable to the importation, distribu- tion, marketing, sale, operation, use or support of the Products in the Territory.

13.6Notices. Any notices required or permitted to be given to either Party hereunder shall be deemed properly given when delivered by certified mail (return receipt requested), hand delivery, or certified overnight delivery such as Federal Express, and directed to such Party at the address appearing in the first paragraph of this Agreement. Either Party may change its address for purposes of this Section 13.6 upon delivery of notice of such change to the other Party.

13.7Severability and Headings. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid under any applicable statute, rule or law, such invalidity shall not affect the validity of the remaining provisions, and the Parties agree to substitute a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings used in this Agreement are provided for convenience only, and shall not in any way affect the meaning or interpretation hereof.

13.8Waiver. No waiver of any right by either Party under this Agreement shall be of any effect unless such waiver is express, in writing and signed by the waiving Party. Any purported waiver not consistent with the foregoing shall be void.

13.9Force Majeure. Each Party’s failure to perform its obligations hereunder, except any obligation to pay money, shall be excused to the extent and for the period such performance is prevented by any condition or act beyond the reasonable control of such Party, including without limitation fire, flood, earthquake, acts of God, explosion, casualty of war, labor dispute, inability to obtain delivery of parts, failure of supplies of electrical power, violence, any governmental law, order, regulation or ordinance. In such case, the Party so affected shall give prompt, written notice to the other

AGREED TO:

AEROHIVE NETWORKS, INC.

By:

Name:

Title:

Date:

Party, and shall resume performance promptly once the foregoing condition has abated.

13.10Survival. If this Agreement expires or is terminated, the provisions of Sections ,1.1, 4, 5.8, 6.2, 9, 10.2, 11, 12 and 13 shall survive and shall continue to bind the Parties.

13.11Choice of Law. Any dispute arising under this Agreement shall be subject to the laws of the State of California and the United States, without regard to its principles of conflicts of laws. The rights and obligations of the Parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.

13.12Arbitration. If PARTNER is a foreign entity, this Section13.12 applies. Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be finally settled by binding arbitration in Santa Clara County, California or San Jose, California under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with said rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.

13.13Jurisdiction. If PARTNER is a domestic entity, this Section 13.13applies. The state and federal courts located in Santa Clara County, California, shall have sole and exclusive jurisdiction over any dispute arising hereunder and the Parties hereby submit to the jurisdiction thereof.

13.14Attorneys’ Fees. In the event of any dispute between the Parties, the prevailing Party in any action based upon the dispute shall be entitled to its reasonable attorneys’ fees and costs associated with such action.

13.15Amendment. This Agreement may be amended only in writing, signed by both Parties. Any purported oral modification hereof shall be void. Orders submitted to Aerohive by PARTNER from time to time with respect to Products to be purchased hereunder shall be governed by the terms of this Agreement, and nothing contained in any such Order or other similar document shall in any way modify such terms of purchase or add any additional terms or conditions.

13.16Entire Agreement. This Agreement, including all exhibits, is the entire agreement between the Parties with respect to this subject matter, and supersedes all prior and contemporaneous discussions, communications and agreements with respect thereto.

PARTNER

By:

Name:

Title:

Date:

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EXHIBIT A

AEROHIVE ADVANTAGE PARTNER PROGRAM - GOLD

I. TERRITORY

United States

II. PRICING: SPECIAL TERMS

 

 

 

 

Registered Deals

 

Non-Registered

 

Aerohive Offering

 

 

 

Deals

 

 

 

 

 

 

Products

30%

 

10%

 

1styear Support

30%

 

10%

2ndyear & subsequent year’s Protected Support Renewal (as defined in Exhibit C, Section B) discount – 30%

III. ANNUAL COMMIT

Partner must achieve annualized net bookings of $100,000 to maintain Gold status.

IV. AEROHIVE SERVICE OFFERING

PARTNER shall sell Aerohive’s End User support and maintenance contracts with each Product Sold to End Users. Aerohive’s support and maintenance contracts are further described in the Aerohive Price List.

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EXHIBIT C

DEAL REGISTRATION PROGRAM

PARTNER may participate in the Aerohive “Deal Registration Program” set forth on this Exhibit C. To qualify for the Deal Registration Program, PARTNER must: (a) purchase at least 1 Demonstration Kit during the Term; (b) provide an organizational chart of its organization to Aerohive, which shall include, but not be limited to, the sales and technical contacts within the organization; (c) require its sales engineers in each of the offices where sales of Aerohive products will be conducted and who will participate in offers for Sale of the Products to undergo field technical training as well as certification training by Aerohive in accordance with this Agreement and as may be specified and amended from time to time; (d) provide End User information to Aerohive in accordance with Section 5.1 of the Agreement; and (e) provide to Aerohive a completed copy of Aerohive’s then-current registration form for any prospective deals that PARTNER wishes to qualify as Registered Deals in accordance with the terms set forth below.

During the Term, if PARTNER remains qualified for the Deal Registration Program, then PARTNER may: (i) order Products and Support at the Registered Deal discount rates set forth on Exhibit A; (ii) order demonstration kitset the price set forth on Exhibit A. Demonstration kits are not for resale and quantities are limited to the number of technically trained personnel as each PARTNER site: (iii) order evaluation product at the PARTNER Originated Registered Deal discount rate set forth on Exhibit A. Evaluation units are limited to quantity 10 HiveAP’s and quantity 1 Hive Manager and may not be resold within the first 180 days after purchase; (iii) register and receive the benefits of Registered Deals in accordance with this Exhibit C and at the then-current Demonstration Kit price as found on Exhibit A; and (iv) receive Protected Support Renewal (as defined in Section B below) from Aerohive.

A.Deal Registration Program

1.Aerohive Deal Registration Program. The Aerohive Deal Registration Program is intended to give partners who are compliant and enrolled in the Aerohive Deal Registration Program the ability to register deals to gain an added Product margin.

2.Registration Criteria. The following criteria will be used by Aerohive in determining a PARTNER Registered Deal:

a.The deal cannot already be registered to or by another partner;

b.Aerohive Sales Representative and Partner must have a joint meeting or conference call with End User confirming that End User will purchase Products from Partner.

c.PARTNER must provide an acceptable budget, timeline and assurance that the appropriate decision makers are involved in the deal;

d.PARTNER may not be quoting or representing a competitive product to the End User account or specific Registered deal;

e.Registration protection is valid for ninety (90) days. This period may be extended for an additional ninety (90) day period upon written request from PARTNER if Aerohive determines that the PARTNER has made a substantial effort and progress towards closing the deal during the initial 90 day period.

f.PARTNER may not register for a deal that is outside of the Territory; unless it has received prior written approval from Aerohive.

g.PARTNER must receive or generate an opportunity price quote for each Registered Opportunity prior to any quote to the End- User.

h.PARTNER must provide the Deal Registration Number on the Purchase Order it provides to Aerohive for each Registered Deal.

3.Registration Process. The Aerohive Deal Registration Program requires both the participation of the PARTNER and Aerohive, as qualification of both the End User account and deal are critical to the success of the program. The overall intent is to ensure efficiency and that neither Aerohive nor its partner’s waste times on opportunities that are either not qualified or are already registered to or originated by another PARTNER. The following outlines a step by step process for registering deals:

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a.REGISTERED Deal

i.PARTNER prospects an Aerohive opportunity or receives a lead from Aerohive.

ii.PARTNER contacts Aerohive Sales Representative and submits a completed copy of Aerohive’s then-current registration process via email, fax or online as appropriate. As used in this Exhibit C, “Aerohive Sales Representative” means Aerohive’s designated account manager.

iii.An Aerohive Sales Representative reviews Aerohive’s Deal Registration Program database to confirm the deal has not been registered by another PARTNER. If the deal is not already registered, the Aerohive Sales Representative shall contact the PARTNER representative within seventy-two (72) hours to schedule an initial phone conference with the End User to verify the opportunity and to confirm that PARTNER has an adequate level of account access to close the specific deal.

iv.Following the joint meeting or conference call with the End User, the Aerohive Sales Representative shall accept the registration request if they have confirmed that the deal meets the criteria stated in Section A.2 (“Registration Criteria”) above and Aerohive shall provide to PARTNER the Registration Confirmation Number and a Tentative opportunity Price Quote.

v.If Aerohive registers the deal to the specified PARTNER, the appropriate discount will apply for that specific deal for a period of ninety (90) days from the date of registration. This period may be extended for an additional 90 day period if Aerohive determines that the PARTNER has made a substantial effort and progress towards closing the deal during the initial 90 day period.

B.Protected Support Renewal

As used herein, “Protected Support Renewal” means that one PARTNER, which has sold Products to the End User in a Registered Deal and is authorized by Aerohive, will have the right to solicit the End User for Orders to renew the Aerohive Support Agreement with the specified discount. If multiple PARTNERs have Registered Deals with the same End User, and the End User requests a “Coterminous Agreement,” which means the End User wants all of its Aerohive support and maintenance contracts to renew on the same date with a single renewal source, the Aerohive Sales Representative, in Aerohive’s sole discretion, will select the appropriate PARTNER for Protected Support Renewal based on the End User’s location, support required by the End User, and End User preference. PARTNERs that have not sold Aerohive Products to the End User in a Registered Deal will not receive a discount for support renewals. Aerohive may transfer Protected Support Renewal rights to another PARTNER if it determines in its sole discretion such a transfer is necessary, such as, due to an End User request or continued issues among Aerohive, PARTNER and the End User. PARTNER will be given notice prior to any change in its right to Protected Support Renewal. One PARTNER and only one PARTNER will be given Protected Support Renewal for each End User account.

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