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This RESELLER AGREEMENT (the Agreement) is entered into as of ____________ (year),

(the Effective Date), between

_______________, a domestic corporation (COMPANY) with its primary place of

business at ___________( address)_______ represented herein by its President, _( name
of president)____________;


_____________( name of reseller/ seller)_____., a corporation duly organized and

existing under the laws, with Head Office at ________( office address)________,
represented by its ______( position of the reseller)________, hereinafter referred to as

WHEREAS, COMPANY and RESELLER mutually desire that RESELLER markets and sells
___( name of product)___________________.

In consideration of the mutual warranties and covenants contained in this Agreement, and on the
terms and subject to the conditions set forth in this Agreement, the parties agree as follows:


1. Online/Product Sales. COMPANY hereby grants RESELLER the right to

sell/license COMPANYs (Online) Product to end users. It is understood that End Users
may be business or institutional establishments or persons, in which case, RESELLER
has the right to license a specific number of accounts per user.

Territory. For the purposes of this agreement, the Territory is the __( place where the
product will be sold)_____________. COMPANY grants the RESELLER rights with
respect to distribution of the Product within the Territory for a period of 12 months,
extendible upon mutual written agreement of the parties. This exclusivity does not bar the
COMPANY from conducting its own marketing and sales efforts within the Territory to
End Users,

Distributorship Rights. RESELLER is hereby appointed a distributor of the Product in the


2.2 Relationship of Parties. COMPANY and RESELLER agree that their

relationship is that of seller and buyer. Each are independent contractors acting for their
own accounts and neither is authorized to make any commitment or representation,
express or implied, on the others behalf unless authorized in writing.
2.3 Limitations. RESELLER will not appoint any re-sellers or sub-distributors or sell
to any third parties, distributors or intermediaries with the intention of reselling the
Product, unless approved in writing by COMPANY. COMPANY acknowledges that
RESELLER engages third parties in its sales activities and such engagement does not
need approval by the COMPANY.


Revenue Sharing Arrangement. COMPANY and RESELLER shall have a _______

percentage of revenue sharing_______ revenue sharing arrangement based on
RESELLERs monthly service fees net of Value Added Tax (VAT) that it will charge its
customers provided that such monthly service fee shall not be lower than the price list,
The Reseller Purchase Price shall not be affected in the event that a customer pre-
terminates its subscription.

End User Prices. The establishment of end user prices is the responsibility of the
RESELLER, whether for end user sales involving just the COMPANY Products, or for
end user sales involving bundling with other products and/or services.

Price Changes. COMPANY retains the right to modify its own pricing for its own End
Users at any time. Pricing modifications will be submitted to RESELLER 60 days in
advance of the effective date.

Settlement and Payment. Settlement and payment shall be as follows:

a) RESELLER shall send the Settlement Report to COMPANY via email every 15th
day of the month. The Settlement Report shall indicate the subscriptions that have
been billed by Reseller during the month subject of the Report.

b) COMPANY shall send the Service Invoice for the amount indicated in RESELLERs
Settlement Reports to cover COMPANYs revenue share from the Service for the
Settlement period within fifteen (15) calendar days from receipt of the Settlement

c) RESELLER shall have fifteen (15) calendar days from receipt of the Service Invoice
within which to make reconciliations with its own records, and within the same
period, shall give notice to COMPANY of its findings.

d) RESELLER shall remit payment of all undisputed amounts to COMPANY within

sixty (60) calendar days from receipt of COMPANYs Service Invoice. COMPANY
must provide an Official Receipt (OR) upon release of the check/s.


Responsibility. Reseller is responsible for the marketing, promotion and distribution of
the Product in the Territory.

Support Materials. COMPANY will provide to Reseller upon request electronic or hard
copy marketing materials relevant to the Product that will assist in Resellers marketing
and advertising efforts. These materials will be provided at no charge to Reseller.
COMPANY grants Reseller rights to use the said materials in its marketing efforts in a
manner consistent with branding regulations, if any, to be agreed upon by the parties.

Advertising. Reseller will accurately reflect COMPANYs brands and marks in all
advertising based on the branding guidelines that will be provided by the COMPANY.


Technical Support to End Users. COMPANY will provide technical support on the
Product to End Users. Technical support shall consist of resolution of issues such as
access, content, hardware limitations and other similar problems. For technical support,
End Users can email ______________ or call _______________ Mondays to Fridays,
9:00 a.m. to 9:00 p.m., except holidays.

Technical Support to Reseller. COMPANY will provide technical support on the Product
to RESELLER. Technical support shall consist of resolution of issues such as access,
content, hardware limitations and other similar problems.


Ownership of Marks. Each party recognizes the other partys ownership and title to
certain trademarks, service marks, and trade names, whether registered federally or in any
state(s). Neither party will, at any time during the term of this Agreement or at anytime
thereafter, do or suffer to be done any act or thing that could in any way impair the rights
of the other party in and to such mark(s) and name(s), and particularly will not represent
that it has any title or right of ownership in the other partys mark(s) and name(s).

Use of Marks. During the term of this Agreement, COMPANY grants to Reseller a
nonexclusive license to use and reproduce COMPANYs trademarks, service marks and
logos (collectively the Marks) in connection with Resellers marketing, promotion and
distribution of Online Content. Resellers use of the Marks shall not create any right, title
or interest therein. COMPANY will provide Reseller with acceptable logo and trademark
formats upon request. All other representations of COMPANYs Marks that Reseller
intends to use shall first be submitted to COMPANY for approval (which shall not be
unreasonably withheld) of design, color and other details or shall be exact copies of those
provided by COMPANY. COMPANY may state in its advertising or promotional
material that its products are available through Reseller.

Use of Marks Upon Termination. Upon termination of the Agreement, both parties shall
discontinue any use of the other partys names and marks.
Title to Product. COMPANY represents and warrants to Reseller that it is the owner of
the Product or has all necessary rights to grant the license granted in this Agreement. All
Products furnished by COMPANY, and all copies thereof made by Reseller, including
translations, compilations, and partial copies, are and will remain the property of
COMPANY or COMPANYs licensor.


1) Reseller Obligations. Reseller agrees to:

a) Devote reasonable efforts to market, advertise, promote, demonstrate, license,

distribute, support and make available the Product;

b) Conduct its business in a manner that reflects favorably on COMPANY and the
relationship between COMPANY and Reseller;

c) Furnish to customer at the time the Product is delivered to the customer, a bill of sale
or receipt showing the date of sale and Product sold;

d) Maintain accurate and thorough records of all Product sales;

e) Allow COMPANY, access to books and records relating to this Agreement, during the
term of this agreement, when given at least 5 business days notice, as needed to verify
accurate sales reporting and payments in accordance with the terms of this Agreement.

2) COMPANY Obligations. COMPANY agrees to:

a) Notify RESELLER of new features of the Product a minimum of 30 days following

the date of release;

b) Conduct business in a manner that reflects favorably on RESELLER and the

relationship between COMPANY and RESELLER;

c) Avoid deceptive, misleading or unethical practices that could adversely impact the sale
of the Product by RESELLER;

d) Provide RESELLER with adequate technical assistance and information regarding the
product necessary for RESELLER to perform its duties hereunder, and keep Reseller
advised of material information or changes regarding the Product; and

e) Upon request from RESELLER, permit representatives of RESELLER to visit

COMPANYs offices for the purpose of obtaining product knowledge and information to
enable RESELLER to distribute and sell the Product effectively;
f) Provide technical support to End Users; and

g) Provide sales support, if requested by RESELLER.


1) Warranty to Reseller. COMPANY warrants to RESELLER that:

a) The Product will conform to and perform in accordance with the COMPANYs

b) The Product does not infringe or otherwise violate any patents, copyrights, trademarks,
trade secrets, rights of privacy or publicity or any other proprietary rights of any third

c) Where COMPANY receives any personal data from Reseller and/or its clients, the
COMPANY shall not use the same for any other purpose other than as required to fulfill
its obligations under this agreement.

2) Warranty Disclaimer. Except as expressly stated in the agreement, no warranties are made by
either party. Each party hereby expressly disclaims all other warranties, express or implied,
including, but not limited to, the implied warranties of merchantability and fitness for a particular


Nondisclosure and Non-use. Each party agrees that it shall not directly or indirectly disclose,
disseminate or otherwise make known or available to any person or entity not confidentially
bound to such party any Confidential Information of the other party without prior written
permission from the other party. Each party agrees not to use Confidential Information of the
other party for any purpose other than the implementation of this Agreement, and then such use
shall only be by employees and authorized independent contractors of such party in the course of
performing this Agreement. Each party agrees to take the same steps to insure that Confidential
Information of the other party is not disclosed or distributed by its employees, independent
contractors or agents in violation of the provisions of this Agreement that it takes with its own
Confidential Information, but in no event less than reasonable steps.

Exclusions. The foregoing obligations do not apply to information which: (i) was in a partys
lawful possession prior to the disclosure and had not been obtained by such party either directly
or indirectly from the other party; (ii) is lawfully disclosed to such party by a third party without
restriction on disclosure; (iii) is independently developed by such party without reference to the
other partys Confidential Information; or (iv) is publicly disclosed by the other party. In the
event either party receives a subpoena or other validly issued administrative or judicial process
requesting Confidential Information of the other party, the receiving party shall promptly notify
the disclosing party and tender to it the defense of such demand.

Publicity and Disclosures. Each party will keep this Agreement and its terms confidential, and
will make no press release or public disclosure, either written or oral, regarding the transactions
contemplated by the Agreement, without the prior consent of the other party hereto, which
consent will not be unreasonably withheld; provided that the foregoing will not prohibit any
disclosures that is required by law or the rules of any stock exchange or other entity where a
partys securities are traded.


Indemnification of Reseller. COMPANY will indemnify and defend RESELLER from and
against any claims, suits or liabilities, brought by a third party against RESELLER resulting from
a breach of the representations and warranties made by COMPANY and breach by the
COMPANY of its obligations under this Agreement. COMPANY shall pay all damages and
settlement amounts finally awarded against RESELLER to the extent based on such a claim;
provided that RESELLER (i) notifies COMPANY promptly in writing of claim; (ii) COMPANY
has sole control of the defense and all related settlement negotiations; and (iii) Reseller provides
COMPANY with reasonable assistance, information and authority to perform the above.

Indemnification of COMPANY. Reseller will indemnify and defend COMPANY from and
against any claims, suits or liabilities, brought by a third party against COMPANY resulting
from a breach of the representations and warranties made by RESELLER in this Agreement.
RESELLER shall pay all damages and settlement amounts finally awarded against COMPANY
to the extent based on such a claim; provided that COMPANY (i) notifies RESELLER promptly
in writing of claim; (ii) RESELLER has sole control of the defense and all related settlement
negotiations; and (iii) COMPANY provides RESELLER with reasonable assistance, information
and authority to perform the above.


Limitation of Liability. In no event shall either partys liability to the other party arising out of
the agreement exceed the total amount of fees paid or payable hereunder. In no event will either
party be liable for any consequential, incidental, indirect, special or punitive damages
whatsoever (including without limitation, damages for loss of profits, loss of use, business
interruption, loss of data or other pecuniary loss), in connection with this agreement, whether
based upon contract, tort or any other legal theory, including negligence, even if such party has
been advised of the possibility of such damages. This limitation shall apply not withstanding any
failure of the essential purpose of any limited remedy provided herein.

Term. The term of this agreement will extend from the Effective Date for a period of
twelve (12) months (Initial Terms). This Agreement will be renewed automatically on
a month to month basis unless a Party sends to the other party written notice of non-
renewal at least thirty days prior to the expiration of the Initial Term or Renewal Term.

Immediate Termination. Either party may terminate this Agreement immediately by

written notice in the event that the other party defaults in performing any material
obligation under this Agreement and such default continues unremedied for a period of
60 days following written notice of default. Either party may terminate this Agreement
immediately by written notice in the event that: (i) a receiver is appointed for the other
party or its property; (ii) the other party makes an assignment for the benefit of its
creditors; (iii) any proceedings are commenced by, for or against the other party under
any bankruptcy, insolvency or debtors relief law; or (iv) the other party is liquidated or
dissolved (except in connection with an acquisition of such party or of all or substantially
all of such partys assets by an entity that continues the business of such party following
such liquidation and dissolution), (v) it is mutually agreed to by both parties; (vi) the
other party intentionally makes any false representation, report or claim in connection
with the business relationship of the parties; or (vii) the other party engages in fraud,
criminal conduct or willful misconduct in connection with the business relationship of the

Rights and Obligations upon Termination. Upon termination by either party, RESELLER
will discontinue the sale of the (Product) within 30 days of written notice. RESELLER
may continue to make the Product available to customers existing at the time of
termination in order to fulfill its obligations to such customers, however RESELLER will
not be permitted to renew any customer agreements or sell any new agreements following
the date of termination. COMPANY will continue to provide RESELLER with any
support needed in the fulfillment of outstanding customer obligations. Within 30 days
following termination, RESELLER will make a final reporting on payments and royalties
due under the Agreement and such payment will be rendered.


Entire Agreement. This Agreement and the Annexes hereto contain all the agreements
and understandings, representations, conditions, warranties, and covenants and constitute
the sole and entire agreement between the parties hereto pertaining to the sale and
distribution of COMPANY Products by RESELLER, and supersede all prior
communications, written or oral with respect thereto. This Agreement may not be added
to, modified or superseded except by written instrument signed by each party.

Assignment. Neither this Agreement nor any right created hereby or in any agreement
entered into in connection with the transactions contemplated hereby is assignable to any
party hereto whether by operation of law or otherwise, and neither party may delegate its
duties hereunder, without the prior written consent of the other party; provided that either
party may assign this Agreement to a subsidiary or other entity controlled by it or any
successor (or by merger or otherwise) to all or substantially all of its assets, but such
assignment does not release original obligor.

15.3 Governing Law. This Agreement and the rights and obligations of the parties
hereunder shall be construed in accordance with and shall be governed by the internal
laws of the place where this agreement will be signed and executed.

15.4 Interpretation and Waiver. If any provision of the Agreement is declared invalid
or unenforceable the remaining provisions of the Agreement shall remain in full force
and effect. Waiver by either party of one or more terms, conditions, or defaults of this
Agreement shall not constitute a waiver of the remaining terms and conditions or of any
future defaults of this Agreement. Any consents, approvals or acceptances required by
either party shall not be unreasonably withheld.

15.5 Force Majeure. Neither party shall be in default if its failure to perform any
obligation hereunder is caused solely by supervening conditions beyond that partys
reasonable control, including, but not limited to, acts of God, civil commotion, strikes,
labor disputes, floods, fires, or governmental demands or requirements; provided that any
such performance shall be completed as soon as commercially reasonable following the
termination of any such supervening conditions.

15.6 Notices. All notices, requests, demands and other communications which are
required or may be given pursuant to the terms of this Agreement shall be in writing and
shall be deemed to have been duly given (i) on the date of delivery if delivered by hand
or by confirmed facsimile; (ii) upon the fifth day after such notice is deposited in thep
mail, if mailed by registered or certified mail, postage prepaid, return receipt requested,
or (iii) upon the date of the couriers verification of delivery at the specific address if sent
by a nationally recognized overnight or express courier. For the purposes of notice, the
addresses of the parties will be:

If to COMPANY: ____________( company address)_____________

If to Reseller: _____( resellers address)____________________

Any party may change its address for notice by written notice given to the other parties in
accordance with this section.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
____________________. _____________________________
By: By:


_________________________ ____________________________