White-label Services Agreement

WHITE-LABEL SERVICES AGREEMENT

This White-Label Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , Address: (hereinafter "Provider"), and Reseller Name: , Address: (hereinafter "Reseller"). Provider and Reseller are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Provider develops, operates and maintains the services described in this Agreement and is willing to permit Reseller to market and distribute such services under Reseller's brand in accordance with the terms set forth herein; and

WHEREAS, Reseller desires to obtain the right to market, resell and otherwise distribute Provider's services under Reseller's own branding and to receive support and operational services from Provider pursuant to the terms of this Agreement; and

WHEREAS, the Parties desire to define their respective rights and obligations with respect to the white-label relationship.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the hosted, software, support and related services described in Schedule A (Scope of Services), as modified by written agreement of the Parties. The initial high-level scope is:

1.2 "Confidential Information" has the meaning set forth in Section 7 and includes trade secrets, pricing, technical information and Customer Data.

2. SERVICES; SERVICE LEVELS

2.1 Provision of Services. Provider shall provide the Services in a professional and workmanlike manner consistent with industry standards and with the Service Levels set forth in Schedule B (Service Levels).

2.2 Modifications. Provider may make updates, enhancements and reasonable changes to the Services provided such changes do not materially reduce functionality without Reseller's prior written consent, which consent shall not be unreasonably withheld.

3. GRANT OF RIGHTS; BRANDING

3.1 License Grant. Subject to the terms and conditions of this Agreement, Provider hereby grants Reseller a non-exclusive, non-transferable (except as permitted in Section 15) license to market, distribute and resell the Services under Reseller's brand and trademarks solely for the Term and within the Territory:

3.2 Branding and Marks. Reseller shall use Provider materials only as permitted by Provider's branding guidelines provided in writing. Reseller shall not represent that it owns Provider's technology or intellectual property.

4. FEES; PAYMENT

4.1 Fees. Reseller shall pay Provider the fees set forth in Schedule C (Fees). Unless otherwise stated, all fees are due within days of invoice. Amounts are stated in Currency:

4.2 Taxes. Fees do not include taxes based on Provider's income. Reseller is responsible for sales, use or similar taxes resulting from Reseller's resale to end customers unless exemption documentation is provided.

4.3 Late Payments. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and Provider may suspend Services following ten (10) days' written notice of nonpayment.

5. TERM AND TERMINATION

5.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of year(s), and shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days after receipt of written notice specifying the breach.

5.3 Effect of Termination. Upon termination, Reseller shall cease all branding representing the Services as its own, pay all outstanding fees, and return or destroy Confidential Information of the other Party. Sections concerning confidentiality, intellectual property, indemnity and limitations of liability shall survive termination.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party shall maintain in confidence all Confidential Information of the other Party and shall not disclose such information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

6.2 Exceptions. Confidential Information does not include information that is (a) publicly available through no breach of this Agreement; (b) rightfully received from a third party without restriction; or (c) independently developed without use of the other Party's Confidential Information.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Provider retains all right, title and interest in and to the Provider Technology, the Services, and all related intellectual property rights. Reseller retains ownership of its trademarks and branding.

7.2 License. Provider grants Reseller a limited license to use Provider's trademarks solely to the extent necessary to market the Services under Reseller's brand and only in accordance with Provider's written guidelines.

7.3 Feedback. Any feedback provided by Reseller regarding the Services shall be deemed Provider Confidential Information and Provider shall own all rights in any improvements or modifications arising from such feedback.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranties. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Provider Warranty. Provider warrants that the Services will materially conform to the Service Levels set forth in Schedule B. Provider's sole obligation for breach of the warranty shall be to use commercially reasonable efforts to correct the nonconformity.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 By Provider. Provider shall defend and indemnify Reseller against any third-party claim to the extent such claim alleges that the Services, as provided and used in accordance with this Agreement, infringe a third party's issued patent, copyright or trademark, provided Reseller gives prompt written notice and reasonable cooperation.

9.2 By Reseller. Reseller shall indemnify Provider for claims arising out of Reseller's branding, marketing materials, or breach of this Agreement by Reseller's end customers or agents.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY RESELLER TO PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. DATA PROTECTION

11.1 Customer Data. Provider acknowledges that Provider may process Reseller's Customer Data in connection with the Services. Provider shall implement and maintain reasonable technical and organizational measures appropriate to the nature of the data processed.

11.2 Compliance. Each Party shall comply with applicable data protection laws in the performance of this Agreement. Parties shall cooperate to respond to data subject requests and regulatory inquiries.

12. REPRESENTATIONS

Each Party represents that it has the authority to execute this Agreement, that its execution and performance will not violate applicable law or contractual obligations, and that it will perform its obligations in good faith.

13. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the Parties at the following addresses:

14. ASSIGNMENT

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in interest in connection with a merger, sale of substantially all assets or change of control, provided the assignee assumes the assigning Party's obligations hereunder.

15. PUBLICITY

Neither Party shall issue any press release or public announcement concerning the existence or terms of this Agreement without the prior written consent of the other Party, except that either Party may use the other's name in a customer list or case study with prior written approval, which shall not be unreasonably withheld.

16. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. No waiver shall be effective unless in writing and signed by the waiving Party.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province indicated: without regard to its conflict of laws principles.

18. ENTIRE AGREEMENT

This Agreement, together with all Schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

19. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original economic intent.

20. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

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