Business Channel Document

BUSINESS CHANNEL AGREEMENT

This Business Channel Agreement (the "Agreement") is entered into as of Effective Date: by and between:

WHEREAS

WHEREAS, Client develops, markets, and sells the products and services described in Exhibit A and desires to engage Channel Partner to promote, resell, or distribute such products and services in accordance with the terms of this Agreement; and

WHEREAS, Channel Partner has represented that it has the market presence, sales capability, and technical competence to perform the duties described in this Agreement and is willing to accept appointment as a non-exclusive channel partner under the terms set forth below; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the promotion, sale, and support of Client's products and services through the Channel Partner's sales channels.

Scope of Work

Channel Partner shall perform the activities necessary to promote, market, and resell Client's products and services within the agreed territory and customer segments. Specific responsibilities include lead generation, product demonstrations, order processing assistance, first-line customer support, and reporting as set forth below.

Payment Terms

Client will compensate Channel Partner as follows. Compensation is the sole financial obligation of Client to Channel Partner for the activities described in this Agreement unless otherwise agreed in writing.

Invoices submitted by Channel Partner shall itemize fees, commissions, and any reimbursable expenses. Unless otherwise stated, undisputed amounts shall be paid within the period set forth in Payment Schedule. Overdue amounts will accrue interest at the rate specified above and Channel Partner may suspend further performance if amounts remain unpaid more than the cure period provided in the Termination section.

Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, will expire on End Date: .

Either party may terminate this Agreement for material breach by the other if the breach remains uncured following written notice and the cure period set forth above. Either party may terminate immediately for insolvency, bankruptcy, or fraudulent misrepresentation. Upon termination, Channel Partner shall promptly cease representing itself as an authorized channel partner and shall return or destroy confidential materials as directed by Client.

Confidentiality

Each party acknowledges that in connection with performance under this Agreement it will receive or have access to confidential, proprietary, or trade secret information of the other party ("Confidential Information"). Confidential Information shall not include information that is publicly available other than through a breach of this Agreement, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without obligation of confidentiality.

Each party shall (i) use Confidential Information solely for the performance of this Agreement, (ii) restrict disclosure to employees, contractors, and affiliates with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (iii) take reasonable measures to protect such Confidential Information from unauthorized disclosure. Upon request or upon termination, Confidential Information and all copies shall be returned or destroyed, except that one archival copy may be retained for compliance or defense of legal rights.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the competent courts located in that State for any disputes relating to this Agreement.

Entire Agreement

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

Miscellaneous

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets. If any provision is held invalid or unenforceable, the remainder shall remain in full force. The failure to enforce any provision shall not constitute a waiver.

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