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Reseller Agreement

This Reseller Agreement ("Agreement") is made and effective this ________________ by and between _____________________________ Company ("Developer") and _____________________________ Retailer("Reseller").

Developer has developed certain product(s), software distribution, and ____________________________________ which it markets directly to end users and also markets through intermediaries such as Reseller.

Developer's technology is dependent on "agents", product code that runs on customer"s computer clients, nodes and/or servers. Reseller wishes to utilize these products in the course of, but not limited to, servicing their customer's networks, servers, workstations and laptop computers.

Reseller desires the right to implement and support Developer's products as identified on Exhibit A (the "Wholesale Price Sheet") attached hereto, and to remarket the products, all pursuant to this Agreement.

NOW THEREFORE, it is agreed:

1. Nonexclusive Appointment. Reseller is hereby appointed as a nonexclusive Reseller of the Products pursuant to this Agreement. Reseller accepts such appointment and agrees to serve as a Reseller of the Products to end users as provided herein. This Agreement is not exclusive to Reseller, and Developer reserves the unrestricted right to sell, license, market and distribute or to grant to others the right to sell, license, market and distribute the Products and value added versions thereof anywhere in the world.

2. Product Licensing & Financial Terms: Pursuant to Exhibit "A".

3. Product Changes.

(a) Developer has the right to modify, alter, amend or delete from the Products at any time at its discretion.

(b) Reseller agrees not to remove from the Products any copyright notice included therein. (c) Reseller agrees not to alter, amend, modify or delete any functionality, code, features or other proprietary software parts without the express written consent of Developer. (d) Third party development on Developer's products is strictly prohibited.

4. Product reporting: "Bugs" and recommendations Reseller agrees that customer feedback is crucial during the development phase of any software product. Therefore:

(a) Reseller agrees to provide Developer notice of product malfunction, errors or omissions within (--) business days of encountering such issues.

(b) Reseller agrees to inform Developer of any product recommendations including, but not limited to, additional functions, features, technologies and procedures that may enhance the product offering. Such information will be delivered to Developer no later than 30 days after the recommendation is discovered.

5. Software usage and reporting. In order for Developer to provide product support and licensing updates, Reseller agrees to report the following information to Developer no later than the 15th day of each month: (a) Names of newly acquired customers, type of customer's main product/service lines. (b) Total number of new software "agent" and server implementations. (c) Types of "Client" operating platforms. (d) Changes in existing customer implementations including, but not limited to, changes in corporate status, software agent deletions or additions, new site implementations, server additions and Reseller's primary and secondary administrator information.

6. Confidentiality. In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party relating to software computer programs, object code, source code, marketing plans, business plans, financial information, specifications, flow charts and other data ("Confidential Information"). All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party. The receiving party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information or any part thereof to any third party, except that Reseller may sublicense the Products as set forth in this Agreement. Neither party shall have any obligation with respect to Confidential Information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party; (ii) was previously known to the a receiving party or rightly received by a receiving party from a third party; or (iii) is independently developed by or a the receiving party.

7. Relationship of the Parties. It is expressly understood and agreed that the relationship between the parties is solely that of "seller" and "Reseller". Reseller is not, and shall not be, a partner, agent, legal representative or joint venture of Developer. Reseller has no authority to assume or create any obligation for or on behalf of Developer, express or implied with respect to the Products or otherwise. Furthermore, Reseller agrees to honor the terms in Exhibit "B" in good faith.

8. Successors and Assigns. This Agreement may not be assigned by either party without the other party's prior, express written consent. However, if Reseller is succeeded through acquisition, merger, asset sale, public offering, private offering, operation of law or any other transfer of ownership or assets, the terms of this agreement shall remain intact for the duration of this agreement unless agreed upon otherwise. Any assignment or delegation in derogation of the foregoing shall be void and unenforceable.

9. Developer's Marks. A. Developer hereby grants to Reseller a limited, nonexclusive right to use Developer's regular trade names, trademarks, titles and logos (the "Licensed Marks") in the advertising, promotion and sale of the Products. Reseller shall not make or permit alteration or removal of tags, labels, or identifying marks placed by Developer on or within the Software program of any product unless specifically authorized by Developer. Reseller will not use Developer's trade names or abbreviations (with the exception of a logo or mark or graphic design provided by Developer which indicates Reseller is an authorized Reseller of Developer) in Reseller's company title, or name or in any way that might result in confusion as to separate and distinct identities of Developer and Reseller. Upon the expiration or earlier termination of this Agreement, the license granted to Reseller in the Licensed Marks shall immediately terminate and Reseller shall immediately cease and desist all use of the Licensed Marks. B. Reseller recognizes and acknowledges Developer's ownership and title to the Licensed Marks and the goodwill related thereto and agrees that any goodwill which accrues because of Reseller's use of such marks shall become the property of Developer. Reseller further agrees not to contest or take any action in opposition to any trademark, service mark, trade name or logo of Developer or to use, employ or attempt to register any mark or trade name which is similar to any mark or name of Developer.

10. Term and Termination. A. This Agreement shall commence on ______________ (DATE). Thereafter this Agreement shall continue until a party shall give notice to the other party of its desire to terminate this Agreement upon at least ninety (90) days prior written notice. Termination of this agreement is defined as, but not limited to, the Reseller ceasing to utilize any and all software tools, software code, technologies, functions or features created by Developer. If the Reseller wishes to continue utilizing Developer's product either internally or in support of Reseller's customers, then the terms of this agreement shall remain in effect. Under no circumstances shall Reseller continue to utilize Developer's products once termination takes effect unless both parties agree otherwise. Furthermore, Reseller agrees to compensate Developer under the terms provided in Section 2 until the written termination date. B. In the event that this agreement is terminated, Developer holds the right to service and support a customer's licenses and product implementation if the customer chooses to do so. If such a request is made to either Developer or Reseller, both parties agree to meet the customer's reasonable requests as applied to effectively transferring licensing rights. Developer also agrees that any Reseller customer contact will be solely for the purpose of continuing support and product sales for said customer. Furthermore, if such a request is made by the customer, Developer may choose to either support said customer either directly or through another Service Reseller. C. In the event of any other breach or default of any material obligation owed by Developer in this Agreement, then the Reseller may provide notice to Developer and if such breach of default is not cured within 15 Business Days following such notice, the Agreement may be terminated by Reseller.

11. Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by United States Postal Service certified mail, postage prepaid, or recognized overnight delivery services;

If to Developer:

(Address)

If to Channel Reseller:

(Address)

12. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

13. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the state of __________________________.

14. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

15. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the parties hereto have executed this Reseller Agreement as of the date first above written:

Developer,

By: ______________________
(Name)

Reseller,

By: _____________________
(Name)

Witnessed by:

Address:




Exhibit A - Reseller and WHOLESALE Price Sheet Pricing Schedule. The SRP and WHOLESALE Reseller pricing schedule set forth shall apply immediately, and shall be subject to change only when notified by ________________________. (the "Company"). Contact _______________, for specifics.

Exhibit B Obligation

I. First Party (__________.) Obligations:

A. Reseller Support: The Developer herby commits to meet the following customer, partner, and product support obligations.

1. _____________________ shall use all best faith efforts to develop all software products in a timely and qualitative manner.

2. _____________________ will provide support for any product implementation or maintenance issues provided that partner:

(a) Uses all best efforts to support customers directly.

(b) _____________________ with access to the customers network server(s) and client(s).

3. _____________________ shall review any product feedback and provide partner with a summary of such feedback.

4. _____________________ will use all best faith efforts to host and maintain an Internet Website in order to meet 24 hour availability.

5. _____________________ agrees to distribute any software product(s) within 24 hours of the partner's request.

6. _____________________ agrees to provide partner, free of charge, online training and online access to all marketing materials & logos.

II. Second Party (Reseller) Obligations:

A. Customer Support: The Reseller herby commits to meet the following customer and product support obligations including, but not limited to:

1. The Reseller will maintain first line technical and sales support to channel reseller's customers.

2. The Reseller agrees to implement any software upgrades, updates or hot fixes within 60 days of said release from ______________________.

3. The Reseller agrees to notify _____________________ of any customer service issues that remain unresolved after a 72 hour period.

B. Sales & Marketing: The Reseller hereby commits to meet the following sales and marketing obligations including but not limited to:

1. The Reseller agrees to a minimum of 15 customer sales presentations per quarter.

2. The Reseller agrees to post _____________________ product and related service information on Reseller's website.

3. The Reseller shall use _____________________ logos, marks, and other publicly available marketing content whenever appropriate.

4. The Reseller agrees to at least a half day online training & product orientation for at least one staff member within 30 days of the implementation of this agreement.

5. The Reseller agrees to purchase _____________________ license for internal use for [$------]. License includes unlimited Servers and Clients.