Business Channel Agreement

BUSINESS CHANNEL AGREEMENT

Parties

Recitals

WHEREAS, Company develops, manufactures and/or licenses the Products and Services described in this Agreement and desires to engage Channel Partner to market, promote and resell such Products and Services in accordance with the terms set forth herein; and

WHEREAS, Channel Partner has experience and established commercial channels for the distribution and resale of products and services and represents that it has the capability to solicit and support customers in the Territory described herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

Scope of Work

Channel Partner shall perform the marketing, promotion, solicitation, sale and first-level customer support for Company's Products and Services within the Territory. Channel Partner shall act as an independent contractor and shall not bind Company except as expressly authorized in writing.

Payment Terms

In consideration for services provided by Channel Partner, Company shall pay Channel Partner fees and/or commissions as set forth below. All payments are subject to the terms and conditions of this section and to proper invoicing by Channel Partner.

Company may withhold or set off any amounts disputed in good faith until final resolution. Unless otherwise agreed in writing, payments are net of applicable taxes; each party is responsible for its own tax reporting and remittance obligations.

Term and Termination

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue until the End Date or until terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within thirty (30) days after written notice. Termination for insolvency, bankruptcy or unlawful conduct shall be immediate. Upon termination, Channel Partner shall cease representing itself as an authorized channel of Company and shall promptly return or destroy Confidential Information as directed by Company.

Confidentiality

Each party agrees to hold in strict confidence and not to disclose to any third party nor use for any purpose other than the performance of this Agreement any confidential or proprietary information of the other party ("Confidential Information"). Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party; (ii) is rightfully received from a third party without breach of any obligation of confidentiality; or (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to its employees, contractors and agents who have a need to know, provided such persons are bound by confidentiality obligations consistent with this Agreement. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, or longer if required to protect trade secrets under applicable law.

Intellectual Property; Trademarks

Company retains all right, title and interest in and to its intellectual property, trademarks and trade names. Channel Partner is granted a limited, non-exclusive, non-transferable right to use Company's trademarks and marketing materials solely to perform its obligations under this Agreement and in accordance with Company's trademark usage guidelines. Channel Partner shall not alter or remove any proprietary notices on Company materials.

Compliance; Independent Contractor

Channel Partner shall comply with all applicable laws, regulations and industry standards in the performance of its obligations. Channel Partner is an independent contractor; nothing in this Agreement creates an employment, partnership, joint venture or agency relationship except as expressly set forth. Channel Partner shall be solely responsible for payroll, withholding, benefits, taxes and other obligations for its personnel.

Limitation of Liability

Except for breaches of confidentiality or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Channel Partner under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt to resolve disputes in good faith. If unresolved within sixty (60) days, disputes shall be resolved by arbitration in the jurisdiction specified above unless otherwise mutually agreed in writing.

Assignment; Successors

Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. This Agreement binds and inures to the parties' respective successors and permitted assigns.

Entire Agreement; Amendments

This Agreement, together with any exhibits, schedules and written attachments, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements and communications. Any amendment or modification must be in a writing signed by authorized representatives of both parties.

Notices

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses listed above or to such other address as a party may designate by written notice. Notice is effective upon receipt.

Representations and Warranties

Each party represents that it has full power and authority to enter into this Agreement and that the person signing on its behalf is authorized to bind that party. Channel Partner represents that its promotional activities will be truthful, not misleading, and will comply with applicable law.

Additional Terms

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