Fill and Sign the Effective Use of Representations and Form

Agreement Regarding Representations and Warranties for Goods Purchased and to be Re-Sold on Purchaser’s Website THIS WARRANTY AGREEMENT (Agreement) is made as of ____________________ (date) , by and between _______________________________ (Name of Vendor), of _________ ______________________________________________________________________________ (street address, city, county, state, zip code) , hereinafter called Vendor, and ________________ ______________ (Name of Purchaser) of ___________________________________________ ______________________________________________________________________________ (street address, city, county, state, zip code) , hereinafter called Purchaser. WHEREAS, Vendor is engaged in the business of selling software and other goods and products; and WHEREAS, Purchaser is in the business of purchasing and re-selling software and similar such products from his website located at (e.g., http://www etc.); and WHEREAS, Purchaser has a policy of only purchasing such products from vendors who have signed this Agreement and thereby been designated by Purchaser to be an Approved Vendor ; and WHEREAS, Vendor desires to be an Approved Vendor of Purchaser in order to be allowed to sell products (hereinafter called Products) to Purchaser ; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Representations and Warranties Regarding future sales of Products to Purchaser, Vendor represents, warrants and covenants to Purchaser as follows: A. Vendor warrants and represents that he/she shall be the sole and exclusive owner of the Products, and that he/she will have, the full and sole right and authority to sell, grant, and convey the Products. Vendor further warrants and represents that no part of such rights will in any way b encumbered, conveyed, granted, or otherwise disposed of, and such rights will be free and clear of all liens or claims in favor of any party. B. Vendor warrants and represents that the use or re-sale of the Products will not in any way infringe on or violate the intellectual property rights (including, but not limite d to, copyright, trademark, patent, and/or trade dress) of any other party. C.Vendor represents and warrants that neither Vendor nor any previous owner of the Products will have done any act or thing that will prevent or interfere in any manner with the full and exclusive enjoyment by Purchaser (or a buyer from Purchaser) of the rights to the Products, or that may impair or encumber such rights. D.Vendor warrants and represents that there shall be no claims or litigation pending or threatened that may adversely affect or in any way prejudice Purchasers (or a buyer from Purchaser ) exclusive rights in the Products. The foregoing warranties and representations are made by Vendor to induce Purchaser to execute this Agreement allowing Vendor Approved Vendor status, and Vendor acknowledges that Purchaser has executed this Agreement in reliance on such warranties and representations. 2. Indemnity Vendor agrees to indemnify Purchaser, his/her successors and assigns, against any charges, damages, costs, expenses (including attorney's fees), penalties, or losses of any kind which may be sustained or suffered by or imposed on Purchaser by reason of the breach of any of the warranties and representations of Vendor in Section 1 , or by reason of any infringement or violation of any intellectual property right (including, but not limited to, copyright, trademark, patent, and/or trade dress) or right of privacy or any other right of any third party, in connection with the use by Purchaser (or a buyer from Purchaser) of the Property or any part of it. . 3. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 4. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________. 5. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 6. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 7. Renewal of Agreement Vendor agrees to execute a renewal or extension of this Agreement as requested by Purchaser, but at least on a yearly basis. WITNESS our signatures as of the day and date first above stated. _____________________________ _____________________________ Purchaser Vendor