Reseller Business Guide

RESELLER BUSINESS GUIDE AND AGREEMENT

This Reseller Business Guide and Agreement (Agreement) is made effective as of by and between Reseller Name: and Supplier Name: .

WHEREAS

WHEREAS, Supplier develops, sells or distributes certain products and permits qualified resellers to market and resell such products pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, Reseller operates a business engaged in the marketing, promotion and resale of products to end customers and desires to obtain reseller rights and business guidance from Supplier under the terms of this Agreement;

WHEREAS, the parties wish to set forth their mutual understandings, obligations, operational guidelines, payment terms and confidentiality commitments in this Reseller Business Guide and Agreement.

SCOPE OF WORK

Reseller shall market, promote and resell Supplier's authorized products and related services in accordance with Supplier policies, pricing schedules and minimum performance standards. Reseller shall comply with all applicable laws, product labeling requirements and shall not make representations inconsistent with Supplier's published specifications.

PAYMENT TERMS

Reseller shall remit payments to Supplier for product purchases, fees and any agreed marketing contributions according to the schedule below. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Supplier reserves the right to suspend deliveries or revoke reseller pricing for past-due accounts. Reseller is responsible for applicable taxes on resale unless a valid resale certificate is provided to Supplier.

TERM AND TERMINATION

This Agreement commences on the Start Date set forth below and continues until the End Date unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon prior written notice.

Start Date:     End Date:

Termination for cause: either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within the notice period set forth above. Upon termination, Reseller shall cease use of Supplier marks and return or destroy confidential information as directed.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence and not disclose or use any non-public, proprietary or confidential information disclosed by the other party (Disclosing Party) except as necessary to perform obligations under this Agreement. Confidential information includes product specifications, pricing, customer lists, marketing plans and any information designated confidential or that reasonably should be understood to be confidential.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own similar confidential information, but in no event less than reasonable care. Confidentiality obligations survive termination for years. Disclosure compelled by law is permitted only after prompt notice to the Disclosing Party and, where lawful, assistance to seek protective relief.

REPORTING, AUDIT AND COMPLIANCE

Reseller shall provide periodic reports of sales, inventory and customer ordering information in the form and frequency required by Supplier. Supplier may audit Reseller's relevant records upon reasonable notice during normal business hours not more than once per year, or as required following suspected noncompliance.

INTELLECTUAL PROPERTY AND MARKETING

Supplier retains all right, title and interest in its trademarks, trade names, logos, copyrights and product designs. Reseller is granted a nonexclusive, nontransferable right to use Supplier marketing materials solely to promote authorized resale of Supplier products in accordance with Supplier brand guidelines.

WARRANTIES, LIMITATION OF LIABILITY

Supplier warrants that products supplied will conform to Supplier specifications in effect at time of shipment. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES ARE DISCLAIMED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. TOTAL LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE BY RESELLER TO SUPPLIER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

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. Venue for any dispute arising out of this Agreement shall be in the state or federal courts located within that state.

ENTIRE AGREEMENT

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

Reseller acknowledges that receipt of Supplier materials and participation in Supplier programs are conditioned on compliance with this Guide and Agreement. Reseller confirms that it has authority to enter into this Agreement and will act in good faith to uphold the mutual objectives described herein.

I acknowledge receipt of this Reseller Business Guide and Agreement and agree to comply with its terms.

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