Fill and Sign the This Agreement Made This Day of 20 the Form

- 1 - SOFTWARE DISTRIBUTION AGREEMENT This Agreement made this _______ day of ____________________, 20__ (the “Effective Date”) by and between ___________________, d/b/a ____________________, (Publisher) and ____________________, (__________). WHEREAS , the Publisher is a publisher and producer of the _________________________ software; WHEREAS , ___________ desires to license the _________________________ software for the purpose of distribution throughout the world; NOW, THEREFORE , in consideration of the foregoing and of the mutual promises contained herein, the parties hereto agree as follows: 1.0 INTENT 1.1 The intent of this agreement is to establish an ethical and mutually profitable relationship between Publisher and ___________ for the purpose of ___________ selling Publisher's software as its own. 2.0 APPOINTMENT OF ___________ 2.1 Publisher grants to ___________ an exclusive license to sell, install and service the _________________________ software that is described in Attachment A. 2.2 In addition, Publisher hereby grants ___________ an exclusive license to the _________________________ software program. This software license shall include in it's meaning, in addition to the description contained in Attachments A, any improvements, additions, or modifications of the version or versions of the Manifest Tracking System software that Publisher has licensed ___________ to use and materials related thereto and all materials, documentation and technical information provided to ___________ in written form for use in connection with the software. 3.0 ___________'S DISTRIBUTION RIGHTS 3.1Nothing in this Agreement shall impair ___________'s rights at all times to use or distribute, without obligation to the Publisher, similar ideas or programs which have been independently submitted by third parties, or developed by ___________. However, ___________ may not procure, market, and distribute products and services at any time which may be competitive with the _________________________ software. 3.2 Publisher does herein grant to ___________ all rights and licenses necessary to enable ___________ to enter into VAR, OEM, or other redistribution agreements or - 2 - licenses with respect to the _________________________ software. 4.0 ___________'s RESPONSIBILITY. 4.1 In addition to other obligations listed in the contract, ___________ assumes the following responsibilities. ___________ will: 1. License the _________________________ software described in Attachment A and pay to Publisher a fixed agreed upon rate, as set forth herein, for each module licensed to end users, VARs, OEMs, or others. 2. Maintain a sufficient number of trained and capable technical personnel to effecti vely support the _________________________ software. 3. Assume the responsibility to modify the _________________________ software's source code, if necessary, to meet the individual, unspecified needs of prospective end users or clients. 4. Own or have unrestricted access to the appropriate hardware, software and tools to support and modify the _________________________ software. 5. Be responsible for the installation of the _________________________ software. 6. To use its best effort to market and distribute the _________________________ software. 5.0 PUBLISHER'S RESPONSIBILITY . 5.1 Publisher shall provide suitable training to ___________, at ___________'s facility, on the use, operation and support of _________________________ software. 6.0 TERRITORY OF ___________ 6.1 ___________ may market and sell the _________________________ software worldwide. 6.2 The appointment of ___________ as the exclusive, worldwide distributor of the _________________________ software shall not be construed as to limit ___________'s right, during the term of this Agreement or thereafter, to market other software products that are not competitive with the _________________________ software that is the subject of this Agreement. 7.0 TRADEMARKS AND TRADE NAMES 7.1 ___________ may use the trade names and trademarks of the Publisher. All use of any such trade name or trademark in any marketing and promotion, including but not - 3 - limited to advertisements and packaging, shall contain such notices as may be specified by the Publisher from time to time. ___________ shall submit to the Publisher for approval, prior to use, distribution or disclosure, any advertising, promotion or publicity in which such trade names and trademarks are used. 8.0 SOURCE CODE LICENSE 8.1 Subject to all of the terms and conditions hereof, Publisher hereby grants to ___________ an exclusive and non-transferable license to use the _________________________ software's source code for the specific purpose of modifying the software to meet the specific specifications of prospective end users. ___________ and Publisher may work jointly and cooperatively at achieving the ultimate modification of the software's source code. All modifications made to the software's source code by ___________ shall be performed with the supervision of the Publisher. 8.2 Property of Publisher . All work and/or modifications performed to the software's source code by ___________ and/or by Publisher during the period of this Agreement, including but not limited to, the development, modification or enhancement of software's source code, computer programs, operating instructions, design concepts and all other documentation developed for or relating to the software and all documents, data and other information of any kind, including information incorporating, based upon, or derived from the foregoing, including reports and notes prepared by ___________ and its employees and agents, and all deliverables developed or prepared for ___________ by Publisher hereunder (whether or not completed) together with all modifications, revisions, changes, copies, translations, compilations, partial copies with modifications and derivative works, constitute Confidential Information and are, shall be and shall remain the property of Publisher. ___________ shall not sell, transfer, publish, disclose, display, license or otherwise make available to others any part of such deliverables, or copies thereof and ___________ shall treat same as Confidential Information. All applicable rights to patents, copyrights, trademarks, trade secrets and all other property rights in such work and deliverables are, shall be and shall remain in Publisher, and neither ___________ nor its employees shall have any property interest in such work and the deliverables. All right, title and interest therein, all rights to patents, trade secrets, trademarks or copyrights inherent therein and appurtenant thereto are hereby irrevocably property of Publisher. 8.3 Deposit. Concurrently herewith publisher shall deposit with ___________ a copy of the source code form of the _________________________ software (the "Source Code"), including all relevant commentary, explanations, and other documentation of the Source Code (collectively, "Commentary") 9.0 COPYING AND SHIPMENT 9.1 Publisher agrees that ___________ may copy, modify and reproduce the - 4 - _________________________ software and any and all derivations thereof. ___________ may incorporate the _________________________ software into or along with ___________'s software or hardware, or the software or hardware of a third party and distribute the _________________________ software bundled with the other systems or software. ___________ agrees to notify the Publisher promptly of circumstances of which it has knowledge relating to any unauthorized use or copying of the _________________________ software by any person or entity not authorized to do so. Each party agrees to take any legal action necessary to prevent or stop the unauthorized use of the _________________________ software by any entity which has accessed the _________________________ software due in substance to ___________'s fault or negligence. 9.2 Packages containing the _________________________ software and any applicable Publisher literature or documentation ("Documentation") shall be reproduced and shipped by ___________ to the end user, retailers, and distributors. ___________ shall be responsible for any and all production and shipping charges. 10.0 PRODUCT PRICING AND PAYMENT TERMS 10.1 ___________ shall pay Publisher a fixed price for each software module sublicensed by ___________, as set forth below: 10.2 This price schedule will remain fixed during the initial term of this Agreement, but may be revised by Publisher from time to time during the renewal terms of this Agreement. Publisher will provide ____ days written notice of its intent to revise the Pricing Schedule. Pricing revisions will be based upon a change in the software(s) list price. 10.3 Publisher requires that the schedule prices be paid by ___________ prior to ___________'s shipment of software to third parties. 10.4 It is solely within ___________'s discretion to schedule the prices that ___________ will charge to sublicense the software to third parties. Publisher is not entitled to any royalties or payments other than those listed in the Price Schedule as set forth in section 10.1 herein, or as amended. 11.0 TAXES 11.1 All fees and payments under this Agreement are exclusive of taxes. Except for taxes based on the Publisher's net income, ___________ shall pay any federal, state, county, local or other governmental taxes, fees or duties now or hereafter imposed on - 5 - the sale, export, use or possession of the _________________________ software, or any other transaction contemplated by this Agreement, as well as any penalties or interest thereon. 12.0 TERM AND TERMINATION 12.1 The initial term of this Agreement shall run for a period of ________ from the date this Agreement is entered into. If more than ________ copies of the _________________________ software have been by sublicensed by ___________ during said initial term, then ___________ may, at its option, upon ________ days written notice to Publisher, renew this Agreement for an additional ________ renewal term. Thereafter, ___________ will have the option, upon ________ days written notice to Publisher, to renew this Agreement for additional ________ terms if during each term period ___________ purchases a minimum cumulative total of ________ _________________________ software licenses, otherwise, this Agreement shall terminate. 12.2 This Agreement may be terminated by ___________ upon a material breach by the Publisher which is not cured by the Publisher within ________ days after notice of such breach is given by ___________. Prior to the end of the initial term or any successive terms of the Agreement, ___________ may cancel this Agreement by ________ days written notice to Publisher. 12.3 Publisher may terminate this Agreement for good cause only. Good cause shall be defined as one of the following conditions: (1) if ___________ shall be declared insolvent or bankrupt; (2) if a petition is filed in any court and not dismissed in ________ days to declare ___________ bankrupt or for a reorganization under the Bankruptcy Law or any similar statute; (3) if a Trustee in Bankruptcy or a Receiver or similar entity is appointed for ___________; (4) if ___________ does not pay the Publisher any payment due within ________ days from the date of accrual; (5) if ___________ fails to sell a minimum of ________ _________________________ software licenses per annum. (6) if ___________ otherwise materially breaches this agreement, and such breach is not cured within ________ days after written notice of such breach is given by the Publisher. 12.4 Upon termination, ___________ shall return the _________________________ - 6 - software and documentation, as well as all copies of promotional materials, marketing literature, written information and reports pertaining to the _________________________ software that have been supplied by the Publisher. Sections 12, 13, 14 and 16 shall survive termination of this Agreement. 13.0 OWNERSHIP AND PROPRIETARY RIGHTS 13.1 Ownership. The Publisher represents that it has all rights in and to copyrights, trade secrets and trademarks associated with the _________________________ software, or otherwise has the rights that are necessary to grant ___________ the right to market and sell the _________________________ software under this Agreement. 13.2 Proprietary Rights. Ownership of all applicable copyrights, trade secrets, patents and other intellectual property in and to the derivations to or modifications of the _________________________ software made by ___________ (either individually or jointly with Publisher) shall remain jointly vested equally in both the Publisher and ___________. Publisher agrees to execute any forms necessary to convey to ___________ a joint and equal vestment in all derivations or modifications made to the software by ___________ (either individually or jointly with Publisher). 14.0 Limitation of Liability 14.1 IN NO EVENT SHALL THE PUBLISHER BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE _________________________ SOFTWARE EVEN IF THE PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE PUBLISHER'S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT PAID TO THE PUBLISHER BY ___________ UNDER THIS AGREEMENT. NO CLAIM MAY BE BROUGHT BY ___________ UNDER THIS AGREEMENT MORE THAN TWO (2) YEARS AFTER ACCRUAL OF SUCH CLAIM. 15.0 INDEMNIFICATION 15.1 Intellectual Property. The Publisher shall, at its expense, defend any claim against ___________ that use of the _________________________ software, as delivered to ___________ under this Agreement, infringes a United States copyright, trade secret or other intellectual property right of any third party. The Publisher shall pay any direct costs and damages attributable to such claim finally awarded by a court against ___________ on such claim. 15.2 Cooperation by ___________. The Publisher shall have no obligations under - 7 - Section 14.1 of this Agreement unless: (1) the Publisher shall have been promptly notified of the suit or claim by ___________ and furnished by ___________ with a copy of each communication, notice or other action relating to said claim; (2) the Publisher shall have the right to assume sole authority to conduct the trial or settlement of such claim or any negotiations related thereto at the Publisher's e xpense; and (3) ___________ shall provide reasonable information and assistance requested by the Publisher in connection with such claim or suit. 16.0 GENERAL 16.1 Force Majeure. The Publisher shall not be liable for any delay or failure in performance under this Agreement, resulting directly or indirectly from acts of God, or any causes beyond the reasonable control of the Publisher. 16.2 Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of ___________, without reference to its conflicts of laws provisions. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, shall be only in a Fe deral or the State Court having subject jurisdiction located in ___________. 16.3 Entire Agreement. This Agreement, including the Attachments attached hereto, constitutes the entire agreement between the parties with respect to this subj ect matter and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This Agreement may not be released, discharged, or modified except by an instrument in writing signed by the parties. 16.4 Independent Contractors. It is expressly agreed that the Publisher and ___________ are acting hereunder as independent contractors. Under no circumstances shall any of the employees of one party be deemed the employees of the other for any purpose. 16.5 Attorneys' Fees. In any action between the parties to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover reasonable expenses, including reasonable attorneys' fees. 16.6 Notice. Any notice required to be given by either party to the other shall be deemed given if in writing and actually delivered or if deposited in the United States mai l in registered or certified form with return receipt requested, postage paid, addressed to the notified party at the address set forth above. - 8 - 16.7 Assignment. This Agreement is not assignable by ___________. 16.8 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. 16.9 Waiver. No waiver by the either party of any breach of any provisions hereof shall constitute a waiver unless made in writing signed by the either party. 17.0 International 17.1 Export License. ___________ shall be exclusively responsible for the procurement and renewing of all export or import licenses required under United States or any foreign law for the export or import of the _________________________ software and shall pay all costs and other expenses in connection with such procurement and renewal. In addition, ___________ agrees to comply with any applicable export or import laws of the United States or any foreign country with respect to its export of the _________________________ software from the United States. 17.2 Compliance with Local Laws. ___________ shall be exclusively responsible at its own expense for compliance with all local laws relating to the _________________________ software in the countries in which ___________ markets the software. 17.3 Indemnification. ___________ shall indemnify and hold the Publisher harmless from any claim, loss, cost, fine or expense, including reasonable attorneys' fees, arising out of ___________'s breach of any provision in this section 16. WHEREFORE , in witness hereof, the parties have caused this Agreement to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of such signature duly authorized by all necessary and appropriate corporate action to execute this Agreement. AGREED TO: AGREED TO: d/b/a _______________________________ (___________) Authorized Signature Authorized Signature Name (Type or Print) Name (Type or Print) Date: Date: