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MyFonts Level 2 Participation Agreement

(hereinafter referred to as the Agreement) for the sale of Fonts to end users between

Bitstream, Inc. doing business as MyFonts. 500 Nickerson Road Second Floor Marlborough, MA 01752 USA (hereinafter referred to as MyFonts) and

_________________________ (hereinafter referred to as the Foundry)

effective date of the Agreement: _________________

1. Subject of Agreement
MyFonts and the Foundry hereby agree that MyFonts shall have the right to sell the fonts from the Foundry's Library (hereinafter, the "Contractual Fonts", as more specifically described in Exhibit A attached hereto). The Foundry grants MyFonts a non-exclusive worldwide license to distribute the Contractual Fonts. Foundry may from time to time replace Exhibit A with an updated list of Contractual Fonts to be made available for sale by MyFonts, in writing, as specified in Section 9 below. MyFonts reserves the right not to display or sell any or all of the Contractual Fonts at its sole option. MyFonts assumes the risk of any embargo, customs or tax liabilities that are associated with sales of the Contractual Fonts over the Internet. Foundry shall not be held responsible for any such violations. All sales of the Contractual Fonts by MyFonts to its customers shall be based on the Foundry's End User License Agreement ("EULA") attached hereto as Exhibit C. Any deviations, modifications or extensions to the form of this EULA are subject to prior written consent of the Foundry. Foundry hereby agrees to include the MyFonts URL wherever lists of its resellers appear in its marketing material.

2. Pricing & Terms of Payment

The price at which MyFonts sells the Contractual Fonts is under the exclusive control of the Foundry subject only to the limitation that the price does not exceed the pricing for the Foundry's other sales channels including its own direct sales. The Contractual Fonts may optionally include fonts that may be downloaded at no charge (Free Fonts). In the case of Free Fonts, MyFonts will accept them provided they are exclusive to MyFonts and not available for download from any other website. In consideration for handling the sale, MyFonts will charge Foundry a commission of fifty percent (50%) of the price at which each font package is sold. The Foundry may at its option establish limited-time discounts ("Promotions"). Promotions may be set up for any period of time up to a maximum of forty-five (45) days and for one or more Contractual Fonts. Such promotions may not include fonts that have been the subject of any promotion within the preceding forty-five (45) days. MyFonts will provide the Foundry with access to a web-based tool for managing Promotions. MyFonts will, within forty-five (45) days of the end of each month, pay the Foundry for the revenue received for the Contractual Fonts for that month less applicable commissions. In addition, in the normal course of business, it may be necessary to allow exchanges or refunds.
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MyFonts reserves the right to accumulate payments over several months in the event the amounts payable are small. The threshold for this to occur depends on the method of payment as follows: ACH payments to U.S. bank account are subject to a $40 minimum International Bank Transfers to non-U.S. bank accounts are subject to a $500 U.S. minimum PayPal payments are subject to a $100 U.S. minimum

3. Sales Reports
MyFonts will maintain a record of the information associated with each sale of the Foundry's fonts. The information recorded will include date of sale, MyFonts Package ID, Foundry Package ID, License ID, Order Number, purchaser's name and e-mail address, and the price paid. MyFonts will provide Foundry with web-based access to sales reports for the Contractual Fonts, which reports shall be updated at least monthly. In addition, Foundry can request e-mail reports of sales to be generated monthly. Such reports of sales shall be sent by MyFonts to Foundry within thirty (30) days after the end of the month.

4. End User License Agreement

MyFonts will take appropriate technical measures to ensure that the End User License Agreement as attached hereto as Exhibit C has been read and its contents accepted before the end user is permitted to complete the purchase and download the Contractual Fonts.

5. Security of Delivery
MyFonts will deliver the Contractual Fonts only by email or by secured download to the end user. Secured download is defined explicitly as the process of dynamic password checking coupled with transfer of the font to the end user via the HTTPS secure protocol. In the case of font products in the form of CDs, MyFonts will ship these items to the customers address.

6. Contract Period; Termination

This Agreement shall become effective on the date noted on the first page of this Agreement and shall continue in effect for a period of three (3) years thereafter, unless terminated earlier in accordance with this Section 6.

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The Agreement shall automatically renew for successive one (1) year terms unless either party gives written notice of nonrenewal to the other at least ninety (90) days prior to the expiration of the initial three (3) year term or any anniversary thereof.

7. Warranty of Foundry
Foundry warrants that the Contractual Fonts meet the functionality and performance standards that are consistent with those of a high-quality font foundry. Foundry will promptly correct substantial malfunctions that are brought to its attention provided that such malfunctions are reproducible. Such corrected versions will replace the corresponding earlier versions and will be made available at no additional charge to all customers who purchased the previous version.

Foundry warrants that to the best of its knowledge the Contractual Fonts do not infringe any intellectual property rights of any third parties. Intellectual property rights include, but are not limited to, patents, trademarks and copyrights. Re-use of digitized font outlines without permission of their owner will be interpreted as an infringement of the owner's intellectual property rights.

In the event that Foundry becomes aware of any such infringement affecting any of its Contractual Fonts during the life of this Agreement, Foundry agrees to notify MyFonts in writing as soon as possible but in no event later than 30 days after the date Foundry becomes aware of such infringement and MyFonts agrees to remove the offending fonts within 30 days of receiving such notification.

8. Indemnity
Foundry indemnifies and holds MyFonts harmless from and against any and all claims, demands, costs and liabilities (including all reasonable attorneys' fees) of any kind whatsoever, relating to intellectual property infringement with respect to the Contractual Fonts.

9. Changes in the Font List

Foundry will notify MyFonts in writing of any changes to the list of Contractual Fonts within thirty (30) days of such change(s).

10. Contractual Font Files and Packages

Foundry will supply MyFonts with all Contractual Font files in the form of packages suitable for downloading by end-users. Each package may include one or more fonts. Foundry may, at its option, provide the same font in different packages in order to allow a font to be purchased either as a single font or as a group of fonts.

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To help MyFonts present Foundry's fonts in an interesting and useful way, Foundry will also supply MyFonts with information relating to the fonts. Such information will include the price of each submitted package together with such other information as Foundry is willing and able to provide. The standard download package format is .zip. Alternatively, the Contractual Fonts may be submitted as standard font files. In which case, MyFonts will at its own expense create the download packages and link them with the appropriate EULA(s). In either case, MyFonts will verify that the fonts meet MyFonts quality standards before accepting them.

11. Trademarks
MyFonts may not alter, extend or abbreviate the Contractual Font names. In addition, MyFonts will clearly display trademark information, as defined in Exhibit B attached hereto, in the Font Family Page associated with each Contractual Font. In all publications and advertising material, MyFonts shall use the Contractual Font trademarks properly in accordance with usual trademark practice as instructed by Foundry in Exhibit B and shall not use them as generic terms for a particular font design in the context of similar third party products.

12. Keywords and Tags

Foundry may, at its option, supply MyFonts with a spreadsheet containing keywords or tags to be associated with each of the Contractual Fonts. MyFonts reserves the right to remove keywords or tags that, in its opinion, are irrelevant or otherwise misleading for its users and to add keywords or tags that make it easier for users to find the fonts.

13. Marketing
Whenever the Foundry updates, replaces or creates new marketing or informational material including, but not limited, to brochures, flyers, catalogues, specimen books and web pages, Foundry will ensure that the URL of MyFonts appears in lists of its resellers in such material. MyFonts will provide Foundry with appropriate text, logo artwork and web buttons for this purpose. MyFonts will use part of it commission earned in accordance with section 2 of this Agreement to increase sales revenues by engaging in various marketing activities. Marketing activities include front page exposure, e-mail newsletters, incentives to acquire new registered users and other advertising. Due to the nature of such activities, there can no assurance that such marketing activities will be successful.

14. Use of Customers e-mail addresses

MyFonts will provide Foundry with the e-mail address of each customer who purchases one or more Contractual Fonts. Access to such addresses is on a per order basis.

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Foundry may only contact customers about individual specific orders. Under no circumstances will the Foundry make any such e-mail addresses available to third parties or add them to its own mailing lists, or otherwise use them for their own benefit. Foundry indemnifies and holds MyFonts harmless from and against any and all claims, demands, costs and liabilities (including all reasonable attorneys' fees) of any kind whatsoever, relating to any claim arising from the use of a user's e-mail address by the Foundry contrary to the users permission relating to its use.

15. Limited Warranty and Disclaimer

15.1 MYFONTS DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, QUALITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY MYFONTS EMPLOYEES OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY MYFONTS FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF MYFONTS WHATSOEVER UNLESS CONTAINED IN THIS AGREEMENT. THE REMEDIES PROVIDED TO FOUNDRY IN THIS AGREEMENT ARE EXCLUSIVE. 15.2 IN NO EVENT SHALL MYFONTS BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT , WHETHER IN AN ACTION OF CONTRACT OR TORT INCLUDING BUT NOT LIMITED TO NEGLIGENCE.

16. General
16.1 Amendment. This Agreement may be modified, changed or amended only in writing signed by both parties. Only an authorized officer of MyFonts at its offices in Marlborough, Massachusetts, shall have any actual or apparent authority to modify the terms of this Agreement on behalf of MyFonts. 16.2 No Waiver. No delay or failure of any party to exercise any right provided herein shall in any way affect its right to enforce that right or any other right under this Agreement at a later time. No waiver shall be effective unless in writing signed by the waiving party. 16.3 Severability. If any provision of this Agreement is declared invalid by any lawful tribunal, then it shall be adjusted to conform to legal requirements of that tribunal and that modification shall automatically become a part of the Agreement. Or, if no adjustment can be made, the provision shall be deleted as though never included in the Agreement and its remaining provisions shall remain in full force and effect. 16.4 No Partnership or Agency. MyFonts and Foundry are independent contractors, and neither party shall be, nor represent itself to be, the joint venturer, franchiser, franchisee,
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partner, broker, employee, servant, agent or representative of the other party for any purpose. Neither party shall be responsible for the acts or omissions of the other, and neither party shall bear authority to make any representation or incur any obligation on behalf of the other party unless expressly authorized herein. 16.5 No Assignment. Neither this Agreement nor individual transactions nor rights under it shall be assigned, nor shall any obligation be delegated by Foundry, without the prior written consent of MyFonts. Any attempted assignment or delegation without MyFonts' prior written approval shall be void. 16.6 Force Majeure. Neither party will be liable for any failure or delay in performance due, in whole or in part, to any cause beyond its reasonable control. 16.7 Notices. Any notice under this Agreement shall be effective upon initial receipt by addressee regardless of whether notice is rejected if notice is in writing, signed by an authorized representative of the noticing party, and sent by registered or certified mail, return receipt requested, postage prepaid to MyFonts, at the address stated in Section 17 below (Attention: Legal Department), and to Foundry, at the address stated in Section 17 below, or as updated by either party from time to time. 16.8 Governing Law. This Agreement, all Exhibits and amendments hereto shall be governed in all respects by the laws of The Commonwealth of Massachusetts, excluding its conflict of laws rules. 16.9 Entire Agreement. This Agreement and its Exhibits constitute the complete and exclusive statement of the agreement between the parties and supersede all prior oral and written agreements, communications, representations, statements, negotiations and undertakings relating to the subject matter herein. 16.10 Confidentiality. The financial terms of this agreement shall remain confidential to MyFonts and Foundry.

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17. Contact Information

MyFonts:
Contact Name: John Collins Company Name: Bitstream Inc dba MyFonts Mailing address: 500 Nickerson Street, Second Floor, Marlborough, Massachusetts 01752, U.S.A. E-Mail: foundrysupport@myfonts.com Tel: +1 617 497 6222 Fax: +1 617 812 8123

Foundry:
Contact Name: __________________________________________________ Foundry Name: ___________________________________________ Full Mailing Address:

________________________________________________________________________

E-mail:___________________________________________________ Tel: _____________________________________________________ Fax: ____________________________________________________

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Signatures Foundry:

MyFonts:

By:______________________________

___________________________

Name:_______________________

John Collins

Title:______________________________

VP, CTO

Date ________________________

Date:_______________________

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Exhibit A
Contractual Fonts
List of Foundrys fonts to be offered for sale via MyFonts

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Exhibit B
Trademarks
Listing of Trademark marking, if any, to be attached to the Contractual Fonts.

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Exhibit C
End User License Agreement
Text of Foundrys End User License Agreement. Please provide at least one EULA for normal commercial use. In addition, you may provide a more restricted EULA limited to personal use and/or a standard OEM license agreement to allow purchasers to include the font in their hardware or software products in return for an annual payment.

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