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Form F.9

SaaS Online Reseller Agreement

This SaaS Online Reseller Agreement (the Agreement) is entered into between SaaS Vendor, a ______________________________________ [insert legal entity type, e.g., a Delaware limited liability company] with its principal place of business at ______________________________________("Vendor"), and ______________________________________, a ______________________________________ [insert legal entity type, e.g., a Delaware limited liability company] with its principal place of business at ____________________________________________ ("Reseller"), as of the Effective Date.

Vendor and the Reseller will hereinafter also jointly be referred to as the Parties and each of them separately as the Party.

WHEREAS:

I. Vendor licenses and distributes business software for on-premises deployment within a licensees hardware environment, and also deployment as a hosted, on-demand solution made available in a multi-tenant environment. Vendors SaaS Offering is one of the business software products that Vendor provides to customers. SaaS Offering is a so-called Software as a Service offering, whereby the application is made available to customers on a server managed by Vendor.

II. Versions of SaaS Offering have been developed for specific market segments (industry solutions) within the small-to-medium business (SMB) commercial market sector.

III. The Reseller is a company that licenses and distributes software, and may also provide professional consulting services and support related to these sales. The Reseller is interested in the distribution of SaaS Offering.

IV. The Parties have discussed the terms and conditions and have agreed that Reseller will act as a SaaS Offering Reseller. In this Reseller Agreement, Parties will set out the arrangements and their mutual rights and obligations.

PARTIES HAVE AGREED AS FOLLOWS:

1.Definitions and Interpretation

1.1 Definitions - In this Agreement, the following terms have the following meanings:

"Certification" means satisfaction by Reseller of the requirements and completion of the training as shall be established in Vendor's policies, which are required for the marketing, distribution, and/or implementation of SaaS Offering. Reseller is "certified" when all then current requirements for Certification in Vendor's Policies have been met, including the requirement for the Reseller to employ at least one (1) full-time person who is appropriately certified.

Customer: a natural person or legal entity that has subscribed, accepted or signed, as required a SaaS Offering Agreement [or Subscription Agreement, or Hosted Services Agreement, etc.] with Vendor, or will possibly execute a SaaS Offering Agreement with Vendor (potential customer/prospect).

Additional orders: these include subscriptions, modules, extra (view-only) users and/or extra companies.

SaaS Offering: the online software as a service application to be made available by Vendor, including the associated services.

SaaS Offering Agreement: means the applicable license/user agreement and/or terms and conditions executed by Vendor and the Customer, which governs such Customer's use of SaaS Offering.

Agreement: means this Reseller Agreement by and between Vendor and Reseller and all schedules, exhibits, addenda and appendices attached hereto and other documents, policies and procedures referenced herein. Without limiting the foregoing, the Vendor Reseller Policies (Policies) and the Exhibits and/or Appendices attached hereto, are incorporated herein by reference and hereby made part of the Agreement.

Reseller Portal: a separate area of the Vendor website to which Vendor may grant resellers access via a user ID provided by Vendor.

Support: the consultation of written and/or electronic documentation related to SaaS Offering and the support by telephone for SaaS Offering provided to Customers during office hours (working days from 8:00 a.m. to 6:00 p.m. Eastern Time).

1.2 Additional Terms - Unless otherwise described herein, the terms and definitions used in this Agreement shall have the meaning as described in Article 1 of the SaaS Offering Terms and Conditions to which explicit reference is made here. The SaaS Offering Terms and Conditions are published on http://www.Vendor.com, and are attached to this document in Appendix 12.3.

1.3 Singular; plural - The single form in the Agreement also extends to the plural and vice versa.

1.4 Statutory provisions When reference is made to statutory provisions in this Agreement it means the statutory provisions that apply at the Effective Date of this Agreement.

1.5 Headings - The headings used in this Agreement are for convenience only and shall not affect the interpretation or construction of the Reseller Agreement.

2 The Reseller and EOL Distribution

2.1 Distribution right - Vendor grants the Reseller a non-exclusive and non-transferable right to market and distribute the SaaS Offering. The distribution right also includes the right to:

(i) provide demonstrations of SaaS Offering;

(ii) offer subscriptions for SaaS Offering to Customers on behalf of Vendor;

(iii) implement SaaS Offering, if implementation is possible for the relevant version of SaaS Offering and to the extent the Reseller is certified for this purpose;

(iv) arrange marketing activities related to SaaS Offering.

2.2 The Reseller will offer SaaS Offering in accordance with the subscriptions, and conditions applicable within Vendor.

Vendor will provide a specific URL to the Reseller, with which the Customer can access the SaaS Offering website, and where the Customer can register for a subscription to SaaS Offering. The relevant URL will contain a specific code which makes it possible to view the Resellers distribution activities related to SaaS Offering.

2.3 Limited to SaaS Offering and the United States of America - The distribution right referred to in Article 2.1 will not be granted to the Reseller for any other Vendor products or product lines, except for SaaS Offering. Vendor will grant the distribution right to the Reseller for the USA. Within the USA, Resellers distribution right is not limited geographically or otherwise, which means that the Reseller is unable to invoke any exclusive (distribution) rights in a certain region within the USA. Reseller shall not market, advertise or distribute (or cause to be marketed, advertised or distributed) SaaS Offering outside the Territory and shall notify Vendor promptly of any requests received by Reseller from a Customer or potential customer outside the Territory.

2.4 Leads Vendor reserves the right to directly approach Customers (particularly prospects) which have been referred to or approached by the Reseller, but for which the Reseller has not carried out any follow-up or secured a SaaS Offering subscription, and to provide these parties with products and services.

3 General provisions and conditions for the Reseller

3.1 Representation of interests - One of the reasons for appointing the Reseller as distributor of SaaS Offering is to expand Vendors market share in the USA. In that respect, the Reseller will represent Vendors interests with regard to the Customers in the broadest sense of the word, without being considered to be an authorized agent of Vendor or having a power of attorney to act on behalf of Vendor, or legal authority to bind Vendor to contractual obligations.

3.2 General requirements - Reseller will use its best efforts: (i) to market and promote the SaaS Offering and its functionality and value to potential Customers; (ii) to support and, upon request, provide ancillary services to complement the SaaS Offering; (iii) to ensure customer satisfaction, and (iv) whenever possible, to discourage and prevent cancellations of SaaS Offering subscriptions.

3.3 Conditions for acting as Reseller - The conditions that a Reseller must fulfil in order to be able to act as an Vendor Reseller and as such, to acquire and retain authorization are set out in Appendix 3.3.

3.4 Minimum number of subscriptions - In the event that fewer than $ ______________ of minimum monthly recurring revenue from SaaS Offering are sold via the Reseller each year, Vendor reserves the right to terminate the Agreement.

3.5 Required training courses The Reseller is obliged to ensure that one (1) of its employees completes a Certification program, including a sales training course provided by Vendor; and one (1) of its employees completes the standardized getting started instruction course at Vendor for the specific version of SaaS Offering. Vendor is entitled to make changes to the requirement for participating in training courses and Certification program at its sole discretion. The description with respect to the training courses is mentioned in the Certification program of Vendor, which is subject to periodic revision and updating. Reseller is responsible for payment of the costs for these training courses at Vendors then current fees, together with any costs and expenses associated with traveling to Vendors site for training courses. The duration of these training courses and other Certification requirements will not exceed five (5) days.

3.6 Implementation authority - In the event that one of the Resellers employees completes the training courses referred to in Article 3.5, the Reseller is authorized to implement SaaS Offering for Customers, which also includes the initial set-up. In this case, the provisions of Article 6 of this Agreement apply.

3.7 Rules, Regulations and Laws - Reseller covenants that all of its activities under or pursuant to this Agreement shall comply with all applicable laws, rules