Business Whitelabel Agreement

BUSINESS WHITELABEL AGREEMENT

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

RECITALS

WHEREAS, Provider develops, markets, and operates the goods and services described in this Agreement and has the right to license its technology, materials and marks to third parties on a whitelabel basis; and

WHEREAS, Partner desires to obtain from Provider, and Provider desires to grant to Partner, a limited, non-exclusive right to market, resell, and distribute Provider's goods and services under Partner's branding in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend to define their respective rights and obligations with respect to the whitelabel relationship, including intellectual property, payment, confidentiality, and termination procedures.

SCOPE OF WORK

Provider shall deliver and, where applicable, configure and support the products, services and related documentation described below. Partner shall market and resell such products and services under Partner's brand in accordance with Provider's technical and brand guidelines. Specific deliverables, milestones and acceptance criteria are as follows:

PAYMENT TERMS

In consideration for the rights granted and services performed under this Agreement, Partner shall pay Provider as set forth below. All amounts are payable in U.S. dollars unless otherwise specified.

All amounts due under this Agreement that are unpaid beyond the applicable due date shall bear interest at the lesser of the maximum rate permitted by law or the rate specified above. Taxes, duties and other governmental charges arising from the transactions contemplated hereby shall be the responsibility of the party required by applicable law to pay such taxes, provided Partner shall bear sales, use and similar taxes measured by Partner's purchase of services unless Provider is required to collect such taxes.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party that remains uncured for a period of Notice Period: days after written notice specifying the nature of the breach. Either party may terminate immediately for insolvency, bankruptcy or winding-up of the other party.

Upon termination, Partner shall cease all use of Provider's marks and return or destroy Provider confidential materials as directed. Termination shall not relieve either party of liabilities accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public technical, business and financial information disclosed in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party agrees to (i) protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, (ii) use such Confidential Information only for performance and exercise of rights under this Agreement, and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

The obligations in this section shall survive termination of this Agreement for the period specified above, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY; BRANDING

Provider retains all right, title and interest in and to its pre-existing and independently developed intellectual property, including software, documentation, trademarks and trade secrets. Provider grants Partner a limited, non-exclusive, non-transferable license to market and resell the licensed products and services subject to the branding, quality and use guidelines provided by Provider. Partner acknowledges that any goodwill arising from the use of Provider marks inures to the benefit of Provider. Partner shall not remove, alter or obscure Provider's proprietary notices and shall comply with Provider's trademark usage specifications.

WARRANTIES, DISCLAIMERS AND INDEMNITY

Provider warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Partner shall indemnify and hold Provider harmless from claims, liabilities, losses and expenses arising from Partner's branding, marketing, or modification of Provider's products outside the scope authorized hereunder. Provider shall indemnify and hold Partner harmless from third party claims that the unmodified Provider products infringe a third party's issued patent or registered copyright, subject to Provider's sole control of the defense and settlement of such claims.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF CONFIDENTIALITY OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTNER TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ASSIGNMENT; SUBCONTRACTING

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign to a successor in connection with a merger, acquisition or sale of substantially all of its assets provided the assignee assumes all obligations under this Agreement. Provider may engage subcontractors to perform obligations hereunder provided Provider remains responsible for the acts and omissions of such subcontractors.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the contact information below or to such other address as either party may designate by notice to the other in accordance with this section.

GOVERNING LAW; ENTIRE AGREEMENT; AMENDMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. This Agreement, including all schedules and addenda attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy. The parties acknowledge that they are independent contractors and nothing in this Agreement shall create an agency, partnership or joint venture between them.

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