Reseller Business Agreement

RESELLER BUSINESS AGREEMENT

Parties

Recitals

WHEREAS, Company develops, markets, and sells the products and services described in Schedule A (collectively, the "Products"); and

WHEREAS, Reseller desires to obtain the right to market, promote and resell the Products within the territory and subject to the terms set forth in this Agreement, and Company is willing to grant such rights on the terms below; and

WHEREAS, the parties intend to set forth herein their mutual rights and obligations with respect to marketing, sale, and support of the Products.

Appointment; Scope

Company hereby appoints Reseller, and Reseller accepts appointment, to act as a reseller of the Products in the territory described below, subject to the terms and limitations of this Agreement. This appointment is Exclusive Non-exclusive for the Territory: .

Payment Terms

Reseller will pay Company for Products in accordance with the following terms.

Late payments shall accrue interest at a rate of % per month (or the maximum permitted by law, if less). Reseller shall also reimburse Company for reasonable collection costs and attorneys' fees incurred in enforcing payment obligations.

Term and Termination

This Agreement commences on the Effective Date and, unless earlier terminated as provided herein, continues until the Term End Date.

Effective Date: — Term End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice. Termination for insolvency, bankruptcy, or unlawful assignment shall be immediate.

Confidentiality

Each party acknowledges that it will receive Confidential Information of the other. "Confidential Information" means non-public business, technical or financial information disclosed in any form. Each party shall: (a) use Confidential Information solely to exercise rights and perform obligations under this Agreement; (b) restrict disclosure to employees and contractors with a need to know and who are bound by confidentiality obligations; and (c) take reasonable measures, at least as protective as those it uses to protect its own confidential information, to prevent unauthorized use or disclosure. Confidential obligations persist for years after termination.

Intellectual Property; Marketing

Company retains all right, title and interest in its trademarks, service marks, copyrights, patents, trade secrets and other intellectual property. Company grants Reseller a non-exclusive, non-transferable, revocable license during the Term to use Company trademarks solely to market and resell the Products in accordance with Company brand guidelines and prior written approval of Company. Reseller shall not alter trademark materials and shall use Company's marks only in the form provided.

Reporting; Audit

Reseller shall provide quarterly sales reports detailing orders, returns, pricing and customer information in the form reasonably required by Company. Company may audit Reseller's records related to sales of Products upon ten (10) business days' prior written notice, during normal business hours, no more than once per calendar year, and at Company's expense unless a material discrepancy is found, in which case Reseller shall reimburse Company for the reasonable cost of the audit.

Compliance; Indemnification; Limitation of Liability

Reseller shall comply with all applicable laws and regulations in marketing and selling the Products and shall not make false or misleading representations. Reseller will indemnify, defend and hold harmless Company and its officers, directors and affiliates from and against any third-party claims arising from Reseller's acts or omissions, breach of this Agreement, or violation of law. Company's aggregate liability under this Agreement shall be limited to direct damages not to exceed amounts actually paid by Reseller to Company under this Agreement in the preceding twelve (12) months; in no event shall either party be liable for incidental, consequential, punitive or special damages.

Force Majeure

Neither party shall be liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, strikes, governmental actions, power failures, or telecommunications failures. The affected party shall give prompt notice and use commercially reasonable efforts to resume performance.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier or nationally recognized delivery service, or by email with confirmation of receipt.

Governing Law; Dispute Resolution

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 shall attempt in good faith to resolve disputes promptly by negotiation. If a dispute cannot be resolved by negotiation within thirty (30) days, the parties may pursue any and all remedies available at law or in equity.

Entire Agreement; Amendment

This Agreement, together with all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

The parties are independent contractors. Neither party has authority to bind the other except as expressly stated. If any provision is held unenforceable, the remainder shall remain in effect. Headings are for convenience only and do not affect interpretation.

Schedule A — Products

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