Form F.9SaaS 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 licensee’s hardware environment, and also deployment as a hosted, on-demand solution made available in a multi-tenant environment. Vendor’s ‘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 Interpretation1.1 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

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"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.

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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 Reseller’s 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, Reseller’s 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 Vendor’s market share in the USA. In that respect, the Reseller will represent Vendor’s 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.

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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 Vendor’s then current fees, together with any costs and expenses associated with traveling to Vendor’s 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 Reseller’s 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 and regulations. In particular, but without limitation, Reseller shall be responsible for obtaining all licenses, registrations, permits and approvals which are necessary or advisable for marketing, promoting and distributing SaaS Offering in the Territory and for the performance of its duties hereunder.

3.8 Export Compliance - Regardless of any disclosure made by Reseller to Vendor of an ultimate destination of the SaaS Offering application, Reseller acknowledges that SaaS Offering and all related technical information, documents and materials are subject to export controls under the U.S. Export Administration Regulations. Reseller will (i) comply strictly with all legal requirements established under these controls, (ii) cooperate fully with Vendor in any official or unofficial audit or inspection that relates

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to these controls and (iii) not export, re-export, divert, transfer or disclose, directly or indirectly, SaaS Offering or related technical information, document or material or direct products in violation of such controls.

3.9 Reservation of Rights - Reseller does not acquire any rights, express or implied, in SaaS Offering other than those expressly set forth in this Agreement. All other rights, without limitation, are reserved to Vendor.

4 Distribution Margin 4.1 Distribution Margin - The Reseller receives a distribution margin (the ‘Distribution

Margin’) if and to the extent that the Customer purchases a subscription for SaaS Offering via the URL made available by Vendor to the Reseller (and thereby executes an SaaS Offering Agreement with Vendor), and Customer continues to pay the monthly subscription fee. The Distribution Margin equals __________ percent (____%) of the monthly subscription price paid by the Customer during the thirty-six (36) months after purchasing the subscription. Except to the extent otherwise provide in this Agreement, the Reseller will be entitled to the Distribution Margin only after a Customer executes a subscription agreement to SaaS Offering, or executes any Additional Orders, regardless of when these are placed. Reseller will be entitled to continue to receive a Distribution Margin on any subscription renewals for the SaaS Offering.

4.2 Direct Market - In the event that one of the Reseller’s prospects executes a subscription for SaaS Offering directly with Vendor, the Reseller will not receive a Distribution Margin. In this case, the Reseller may still provide additional services to Customer, subject to a direct contract between Reseller and Customer, or a sub-contractor agreement between Vendor and Reseller.

4.3 Quarterly payment – The Reseller will not be entitled to the payment of the Distribution Margin over the subscription amount until Vendor has invoiced and received payment for the subscription fee from Customer. Vendor will pay the Reseller the Distribution Margin in arrears each quarter provided the relevant Customers have completed their payment obligations to Vendor. The Distribution Margin is payable to Reseller for net SaaS Offering subscription fees received by Vendor from Customer’s registered by Reseller forty-five (45) days after the end of a quarter.

4.4 End of subscription - In the event that a Customer provides notice to Vendor that it wishes to cancel or terminate the subscription for SaaS Offering, the Reseller retains the right to the Distribution Margin until the agreement with the Customer ends, provided that the Customer has fulfilled its payment obligations to Vendor. Thereafter, Vendor’s obligation to pay the Distribution Margin to Reseller will terminate.

4.5 Suspension of payments or bankruptcy of Customer - In the event that a Customer has filed for a suspension of payments or has been declared bankrupt, insolvent, or ceased to

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conduct business activities, the allocation and payment of the Distribution Margin to the Reseller will immediately cease.

4.6 Currency - All fees, charges, uses and other sums set forth herein are expressed in and shall be paid in United States Dollars, unless otherwise agreed by Vendor, and are non-refundable.

4.7 Taxes - In addition to any other sums payable hereunder, Reseller shall pay to or reimburse Vendor upon demand for amounts equal to any taxes, however designated, arising from or based upon this Agreement, the license granted hereunder, or any associated media and documentation furnished for their use, but not including any taxes based on Vendor's net income, and related interest and penalties, if any, imposed by governmental authority at any time.

5 Support 5.1 First-line support - Vendor provides first-line support to the Customers, in accordance

with Article 12 of the SaaS Offering Services Agreement. The Reseller is entitled to execute a contract for supplementary support services (e.g., consulting services to provide product support) for SaaS Offering directly with the Customer. Where provided, these support services are offered in addition to the support to be provided by Vendor. Reseller shall be free to establish its own pricing for Reseller’s provision of such supplementary support services to Customers, and Reseller may enter into direct contracts with Customer for additional services described in Article 6.1 below; provided, however Reseller will pay to Vendor a commission equal to ______% of all fees charged to Customer for any support services or consultancy services relating to the SaaS Offering. Commission payments are payable and due to Vendor 45 days after the end of the month in which Reseller invoices Customer for the services. Reseller is solely responsible for assessing the credit-worthiness of Customer for any direct contracts it enters into for support services; provided, however, Reseller’s obligation to pay Vendor commissions will be forgiven in the event Reseller is unable to collect its fees for any contract for services relating to the SaaS Offering.

6 Services to Customers 6.1 Consultancy services – Any/all consultancy services provided to any Customer that are

directly or indirectly related to the SaaS Offering – whether or not specific to support for the SaaS Offering – will be quoted and contracted for directly between Reseller and Customer. Consulting services may include assistance with implementation and training for the SaaS Offering, outsourcing of Customer’s information technology requirements, or any other services related to the SaaS Offering (examples of supplementary services are defining layouts, setting up calculation methods, import definitions, and data migration).

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Reseller will remit to Vendor a commission equal to ______% of all fees charged to Customer for any services and support relating to the SaaS Offering, with Reseller’s payment obligations to Vendor following the process described in Article 5.1, above. For clarity, nothing in this provision will be read to preclude Vendor from directly entering into contracts for support or consulting services with any Customer in the event that the Reseller is not able to, or elects not to, provide the support services or consulting services.

6.2 Coordination of consultancy services - Vendor will provide the Reseller with an overview of the recommended standard number of consultancy days/hours necessary for the implementation of the SaaS Offering application. The Reseller will directly contract with and invoice the Customer for any support or consulting services provided to Customer by Reseller. Reseller shall be free to establish its own pricing and contract terms for Reseller’s provision of such consultancy services to Customers; provided, however, at all times Reseller shall remain obligated to pay Vendor the commissions described in Articles 5.1 and 6.1, above.

7 Switching Resellers 7.1 Re-activation Distribution Margin – Former direct customers of Vendor that switch to

the Reseller and re-subscribe via the Reseller URL for a subscription to SaaS Offering, may be considered as a Customer as defined in this Agreement, and therefore may be included in the Distribution Margin that Vendor pays to the Reseller, unless otherwise determined in writing by Vendor. Reseller’s eligibility for Distribution Margin for any re-activation, transfer or re-registration by a Customer will be at Vendor’s sole discretion.

7.2 Switch initiated by Customer - In the event a Customer switches to a different reseller, the new reseller will not receive any Distribution Margin for original subscription orders for that Customer. After the switch has been made, the former reseller will still receive the Distribution Margin for the remaining period of the original twenty-four (24) months following the conclusion of the subscription. Notwithstanding anything to the contrary stated hereinabove, the Distribution Margin over the Additional Orders which are placed by the new reseller, after the Customer has switched resellers during the original twenty-four (24) month period, will be allocated to the new reseller until the end of such twenty-four (24) month period.

8 Forecast 8.1 Right to inspect opportunity pipeline – The Reseller will provide Vendor access and

insight into the sales processes in which the SaaS Offering is marketed (e.g., the

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Reseller’s sales pipeline), including forecasts for opportunities for which the Reseller expects to acquire subscriptions within a particular calendar quarter (‘Forecast’).

9 Evaluation 9.1 Annual evaluation - The distribution of SaaS Offering and the terms and conditions of

this Agreement will be evaluated by Parties each year, in consultation with several other Vendor business representatives. The objective of this evaluation is to enable an accurate and flexible response to the developments within the SaaS market in general, and the development of the SaaS Offering business in particular.

9.2 Evaluation factors - The following evaluation factors may lead to, amongst other things, changes in: (i) price and pricing structures; (ii) functional continued development of SaaS Offering; (iii) add-on services; (iv) resulting effects on the earnings model; (v) developments regarding competitors; (vi) the effects of the distribution by the SaaS Offering resellers.

9.3 Modification of the Reseller terms and conditions - In the event that the evaluation referred to in this article leads to the modification of the terms and conditions of this SaaS Offering Reseller Agreement, then Article 15.2 (iv) of this Agreement will remain in full force and effect.

10 Marketing 10.1 Vendor provides the marketing activities for SaaS Offering. The Reseller may only carry

out an active marketing campaign regarding the distribution of SaaS Offering with prior written permission from Vendor.

10.2 Marketing materials - Vendor will make digital marketing materials available to the Reseller free of charge. The marketing materials concerned are comprised of brochures and fact sheets of SaaS Offering. Vendor will, in its sole discretion, determine the amount of marketing materials it makes available in consultation with the Reseller. The Reseller undertakes to use these marketing materials in accordance with the instructions from Vendor.

10.3 Display – The Reseller will display the aforementioned marketing materials together with SaaS Offering in a visible manner at all times.

10.4 Unofficial materials - In the event that the Reseller, in its capacity as Vendor Reseller, wishes to use marketing materials relating to Vendor or SaaS Offering that do not originate from Vendor and/or a third-party approved by Vendor, the Reseller must first acquire explicit permission in writing to use these materials. If Vendor provides Reseller with a right to use any of Vendor’s trademarks, logos, copyrights, or other intellectual property rights, Reseller will be granted a limited, non-exclusive, revocable license to use

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such materials solely during the term of this Agreement, and subject to revocation by Vendor.

11 Portal Access 11.1 Access to data – Through the Reseller Portal, the Reseller may communicate with

Vendor. Vendor will grant the Reseller access by providing a user ID and password.

11.2 Delegation to certain employees only – The Reseller guarantees that the authority assigned to Reseller to access the information provided via the Reseller Portal, will only be delegated to certain members of its staff who are engaged with the fulfilment of the Agreement (the ‘Dedicated Employees’).

11.3 Responsible use - To the extent that it lies within its power to do so, the Reseller will guarantee that the Dedicated Employees who have access to the Reseller Portal use the access and information acquired in a responsible manner.

11.4 Liability – The Reseller accepts all liability arising from its use of the Reseller Portal, or any failure to comply with this Article 11 and in particular, arising from any unauthorized or unintended use of the Reseller Portal by an employee or agent of Reseller. Reseller shall indemnify Vendor for any such use or any failure to comply with this Article 11, or in accordance with the provisions of Section 20.5 hereunder.

12 Personal subscription 12.1 Personal subscription – For the term of this Agreement, Vendor grants the Reseller a

non-exclusive and non-transferable subscription to use the SaaS Offering (‘Personal Subscription’) for its own internal use. During the term of this Agreement, the Reseller will only use the Personal Subscription for demo, training, testing and communication purposes.

12.2 Payment for subscription - The Reseller will not be required to pay a subscription payment for the Personal Subscription if and to the extent that no more than five (5) of the Reseller’s users makes use of the Personal Subscription, and only uses the Personal Subscription for demo, training, testing and communication purposes.

12.3 Vendor Terms and Conditions – The ‘SaaS Offering Terms and Conditions’, a copy of which is available here, www.SaaSOffering.com, apply to the Personal Subscription.

12.4 Lapse of subscription and right of use – In the event of the termination or dissolution of this Agreement, regardless of the reason, the Personal Subscription will expire and the right of use to SaaS Offering will terminate effective on the date on which the Agreement ends. The Reseller may be able to renew the subscription, effective on this same date, subject to the pricing terms and conditions valid at that time.

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13 Assignment/Sub-Resellers 13.1 Prohibition on Assignment/Sub-Resellers – Reseller may not assign, delegate, sub-

contractor otherwise transfer this Agreement or any of its rights or obligations including, but not limited to, to its subsidiaries and/or affiliates, without Vendor's prior written approval. Further, any change in control of Reseller shall be deemed an attempt by Reseller to assign or transfer this Agreement. For purposes of the foregoing provision, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of Reseller, whether through the ownership of voting securities, by contract or otherwise. The rights granted by Vendor to Reseller are personal to Reseller, and Reseller will not appoint any independent agent, independent contractor, representative, commissionaire, reseller or other third person to promote or market SaaS Offering. Any form of a sub-reseller or affiliate type of relationship under a reseller with a license is expressly prohibited. Any attempt to do any of the foregoing without Vendor's written approval will be void.

13.2 In no event shall Reseller's rights or obligations hereunder be assigned or assignable by operation of law or by bankruptcy proceedings; and in no event shall this Agreement or any rights or privileges hereunder be considered to be an asset of Reseller under bankruptcy, insolvency, or reorganization proceedings.

14 Set-offs 14.1 Set-offs - Vendor reserves the right, without additional prior notice to Reseller, to offset

any amounts owed to the Reseller under this Agreement against any debt obligations owed to Vendor by Reseller unless a reasonably disputed claim is involved.

15 Term and termination 15.1 Duration - This Agreement shall be in effect from the date this Agreement is signed by

Vendor (the "Effective Date") and shall be valid until the first annual anniversary of the Effective Date (the “Initial Term”). Upon expiration of the Initial Term, the Agreement shall be automatically renewed for an additional successive term of twelve (12) months, unless any of the Parties informs the other of its intention and reason not to renew the Agreement by providing written notice no less than sixty (60) days prior to the date of expiration of the then current term.

15.2 Termination - Vendor may terminate this Agreement by providing thirty (30) days prior written notice in the event:(i) the Reseller fails to generate the minimum monthly recurring revenue for SaaS

Offering within one year, as described in Article 3.4;

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(ii) any attachments or other circumstances apply which could hinder the Reseller’s business operations to a serious degree;

(iii) the Reseller commits a material breach of any of the terms or conditions of the Agreement and such breach is not remedied by the defaulting party within a period of thirty (30) days after an official notice of default has been given in writing;

(iv) a majority of the Resellers who signed a SaaS Offering Reseller Agreement with Vendor agree to a change in Vendor’s distribution policy due to urgent cause, and the Reseller fails to agree with this type of change, or fails to agree to such a change of this Agreement;

(v) the Reseller merges, or consolidates with another Vendor reseller;

(vi) the Reseller acts in violation of the provisions of Article 10.1 of this Agreement.

15.3 Immediate termination - The Agreement may be terminated with immediate effect, without further notice of default being required and without prior judicial intervention, if:

(i) A receiver, assign or other liquidating officer if appointed for all or substantially all of the business of a party or if a party makes an assignment for the benefit of creditors or becomes subject to a composition for creditors, whether by law or agreement;

(ii) The other party becomes insolvent or voluntarily bankrupt, or if an involuntary petition in bankruptcy is not dismissed within ninety (90) calendar days of filing;

(iii) the Reseller participates (holds shares or voting rights) directly or indirectly in a company which may be deemed to be a competitor of Vendor as a vendor of business software, or becomes a subsidiary of a similar company;

(iv) the voting rights in the Reseller’s company change to such an extent that parties other than those with voting rights, individually or collectively, are entitled to exercise voting rights at the Reseller’s general meeting of shareholders at the time the Agreement is executed, or are able to appoint or remove more than half of the directors, or supervisors;

(v) the Reseller persuades Customers, suppliers or persons, authorities, companies or other parties that do or have done business with Vendor, directly or indirectly, or attempts to persuade these parties to sever all or part of their contact or contracts with Vendor;

(vi) the Reseller expresses a negative opinion to third parties verbally or in writing or arouses negative suggestions about Vendor and/or the SaaS Offering or other Vendor products and affairs or services that relate to these;

(vii) the Reseller is a legal entity and is dissolved;

(viii) Reseller has an unpaid balance owed to Vendor an such unpaid amount remains uncured for more than 120 days.

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15.4 No liability for damages - Termination or cancellation of the Agreement on the grounds of the events or situations specified in this article will occur at all times without Vendor being or becoming liable to the Reseller for the ensuing damages.

15.5 Customers - In case of termination by the Reseller of this Agreement, Vendor is entitled to notify the Customers of this fact. In the event of expiration or termination of this Agreement, however occurring Vendor may, as it in its sole discretion deem to be in the best interest of the Customers, communicate directly with Customers and/or connect them with other Vendor resellers, or offer to provide the SaaS Offering directly from Vendor.

15.6 Cessation of Efforts- In the event of expiration or termination of this Agreement, however occurring, Reseller shall immediately discontinue all marketing, distribution, use and installation of SaaS Offering, and cease to use any Vendor trademarks, logos, or other intellectual property made available to Reseller under this Agreement.

15.7 Return of information- Immediately following the termination or cancellation of the Agreement, regardless of the reason, the Reseller will return all of the information and data with which it was provided, including marketing materials, to Vendor.

15.8 Employee Expenses - In the event of any termination or upon expiration of this Agreement, Vendor shall not have any obligation to Reseller, or to any employee of Reseller, for compensation or for damages of any kind, whether on account of loss by such Reseller or such employee of present or prospective sales, investments, compensation or goodwill as a result of such termination or expiration. Reseller, for itself and on behalf of its employees, hereby waives any rights which may be granted to it or them under the laws and regulations of the Territory or otherwise which are not granted to it or them by this Agreement. Reseller hereby indemnifies and holds Vendor harmless from and against any and all claims, costs, damages and liabilities whatsoever asserted by any employee, agent, independent contractor or representative of Reseller under any applicable termination, labor & employment, social security or other similar laws or regulations.

15.9 No Refund - Notwithstanding anything to the contrary in this Agreement, expiration or termination of this Agreement, however occurring, shall neither relieve Reseller of any accrued obligations to pay money to Vendor nor entitle Reseller to any refund of amounts paid hereunder.

15.10 Survival - The terms and conditions contained in the Agreement, including its Exhibits and Policies, that by their sense and context are intended to survive the performance of the Agreement by the parties shall so survive the completion and performance, suspension, cancellation or termination of the Agreement.

16 Non-solicitation clause

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16.1 Prohibition on entering into relationships with involved parties - During the term of the Agreement and for a period of one year after the expiration of termination of the Agreement for any reason, Parties are prohibited without prior written permission from the other party, from inducing (or attempt to induce) any employees of, or contractors to, the other Party to leave the employ of or association with the Party for any reason; or hire any person who has been an employee of or contractor to the Party at any time during the Agreement Term. Notwithstanding anything contained herein, a general advertisement or recruiting campaign targeting the general public does not fall under this prohibition.

17 Confidentiality 17.1 Confidential - Reseller agrees that Vendor and/or its licensors have a proprietary interest

in any information provided to Reseller by Vendor in connection with this Agreement or otherwise, whether in written, oral or visual form, which is (i) a trade secret, confidential or proprietary information and (ii) not publicly known, whether or not annotated by a legend, stamp or other written identification as confidential or proprietary information, including without limitation SaaS Offering, and any portions thereof, data, specifications, techniques and processes, and information or material relating to the business, personnel, customers, finances or plans of Vendor (hereinafter referred to as "Proprietary Information"). Disclosure of and access to the Proprietary Information or any portion thereof shall be permitted to Reseller's employees and agents on a need-to know basis solely in order to properly carry out their duties under the terms of this Agreement, provided that Reseller ensures that all such entities are prohibited from any unauthorized use or copying of any such Proprietary Information and are bound to maintain the confidentiality of such Proprietary Information to at least the extent provided in this Section. During and after the term of this Agreement, Reseller, its agents and employees shall not use the Proprietary Information for any purpose other than in connection with Reseller's use and distribution of SaaS Offering in the Territory pursuant to this Agreement.

17.2 Prohibition on disclosing information - Reseller shall take any and all reasonable actions necessary or desirable to ensure continued confidentiality and protection of all Proprietary Information as required hereunder, and to prevent unauthorized access thereto or use thereof by any entity. Reseller acknowledges that any breach by Reseller or any of its employees or agents of the confidentiality and non-disclosure provisions herein shall constitute a material breach by Reseller of this Agreement and a basis for immediate termination of this Agreement.

17.3 Notice of Disclosure - Reseller shall notify Vendor promptly and in writing of the existence of and circumstances surrounding any unauthorized knowledge, possession, or use of the Proprietary Information by any entity and shall take all steps reasonably

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necessary to terminate such unauthorized possession or use and to retrieve such Proprietary Information from such entity.

17.4 Compliance Inquiries - Vendor is hereby authorized to make reasonable inquiries, and Reseller shall fully cooperate with Vendor, concerning Reseller's compliance with paragraphs 17.1 through 17.3 above.

17.5 Equitable Relief - Since unauthorized use, transfer of, or access to Proprietary Information may diminish substantially the value to Vendor of the copyright, proprietary rights and/or trade secrets interests that are the subject of this Agreement, if Reseller breaches any of its obligations with respect to limited use, non-disclosure or confidentiality of the Proprietary Information, Vendor shall be entitled to equitable relief to protect its interest therein, including, but not limited to injunctive relief. The rights of Vendor under this paragraph 17.5 shall not in any way be construed to limit or restrict its rights to seek or obtain other damages or relief available under this Agreement or applicable law.

18 Intellectual property 18.1 Ownership - All Vendor products made available by Vendor, including SaaS Offering

and corresponding documentation are, to the extent that they are not the property of third parties, the intellectual property of Vendor.

18.2 Indemnification - Vendor will indemnify, defend and hold harmless Reseller, its officers, directors, employees and agents from all Damages arising out of a third party claim that use or distribution by Reseller of SaaS Offering infringes any now existing U.S. patent, copyright, trade secret or other intellectual property right of a third party; provided, that (i) Reseller provides Vendor with prompt written notice of any such claim; (ii) Vendor shall have sole control and authority with respect to the defense and settlement of any such claim; and (iii) Reseller shall cooperate fully with Vendor, at Vendor's cost and expense, in the defense of any such claim. Reseller may participate in the defense of any claim through its own counsel, and at its own expense.

18.3 Infringement of third-party rights - Should any SaaS Offering become or, in Vendor's opinion, be likely to become the subject of an injunction preventing its use as contemplated herein, Vendor may, at its option: (1) procure for Reseller the right to continue to use and distribute SaaS Offering, (2) replace or modify SaaS Offering so that it becomes non-infringing, or, if (1) and (2) are not reasonably available to Vendor, then (3) terminate Reseller's license to (and right to market and distribute) the allegedly infringing SaaS Offering. Vendor shall have no liability or obligation to Reseller hereunder with respect to any patent, copyright, trade secret or other intellectual property infringement, misappropriation or claim thereof based upon (1) use of SaaS Offering in combination with products, equipment or software not provided by Vendor,

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(2) modifications, alterations or enhancements of SaaS Offering not created by or for Vendor, (3) any improper or unauthorized use of SaaS Offering, or (4) any claim of infringement of any patent or copyright or misappropriation of any trade secret or other intellectual property right in which Reseller or any affiliate of Reseller or related party has a pecuniary or other material interest. The foregoing states the entire liability of Vendor and the exclusive remedies of Reseller with respect to any claims for infringement of patents, copyrights, trade secrets and other intellectual property rights by SaaS Offering or any part thereof or by its operation.

18.4 Vendor brand, name, logo, etc. – The Reseller undertakes to use brands, names, logos or other distinctive marks or combinations of marks used by Vendor exclusively for transactions that relate to SaaS Offering of Vendor. The Reseller is not permitted to use the aforementioned brands, names, logos and/or marks, including via internet, as any part of its trade name or software, unless explicitly agreed otherwise. No rights are granted to Reseller to use trademarks, trade names or service marks of Vendor (the "Vendor Marks"), except that Vendor grants Reseller the limited permission to use such Vendor Marks as Vendor may from time to time authorize Reseller to use hereunder, solely to identify SaaS Offering marketed under this Agreement. Reseller shall state and confirm in all advertising, promotional and marketing literature and other materials that its use of the Vendor Marks and all other proprietary rights is pursuant to a license from Vendor and shall identify Vendor as the owner of such trademarks, trade names, service marks and proprietary rights. Reseller shall provide Vendor with a right, once annually, to review all Reseller promotional, advertising and other materials and activities using or displaying the trademarks or trade names of Vendor to ensure compliance with this Agreement. Reseller agrees to change or correct, at Reseller's expense, any such material that Vendor in its sole judgment, determines to be inaccurate, objectionable, misleading or a misuse of its trademarks, trade names or service marks. Reseller agrees and acknowledges that Vendor owns the Vendor Marks and all associated goodwill that their use will inure to the benefit of Vendor, and to comply with any trademark use guidelines provided by Vendor to Reseller. Any permission granted relevant to the Vendor Marks shall terminate with the expiration or termination of this Agreement. Upon such expiration or termination, Reseller shall immediately cease referring to itself as an "Vendor Reseller," and shall immediately cease using any trademarks, trade names or service marks of Vendor, in any medium, whatsoever.

18.5 Communications by the Reseller - In all of its communications, including via internet websites and domain names, the Reseller will project itself as a Vendor reseller, and avoid all appearances or confusion which could result in third parties considering the Reseller as a subsidiary of Vendor. Communications that deviate from the standard methods of information, promotion and advertising used by Vendor must be submitted to Vendor first in writing for approval in Vendor’s sole discretion. Reseller may take any or all of the

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following actions only with Vendor's prior written approval and marketing review, which approval shall not be unreasonably withheld: (i) make any information about Vendor or SaaS Offering available on any Web site on the Internet established, operated or sponsored by Reseller (“Reseller Web Site”); (ii) linking of any Reseller Web site to any site on the Internet established, operated or sponsored by Vendor; (iii) use, in association with Reseller Web Site any site on the Internet or otherwise, "Vendor", any of the Vendor Marks or any variation or part thereof as a meta-tag or invisible text or on any unused frame or bridge page, and (iv) use of any of the Vendor Marks on any Reseller Web site.

18.6 Prohibition on modifying or applying Vendor marks – The Reseller is not permitted to modify or remove any brand, logo, sign, letter, number or other mark, including marks used on the internet, which have been applied and/or designated by Vendor to SaaS Offering or the Vendor products. Without written permission from Vendor, the Reseller is not permitted to apply a mark of its name or company to SaaS Offering or the Vendor products.

18.7 Prohibition on use or filing - In no event shall Reseller: (i) establish, operate, sponsor or contribute content to any site on the Internet which incorporates a) the word "Vendor", b) any of the Vendor Marks (including marks contained in the SaaS Offering) or c) any variation or part of such word or Vendor Mark as its URL address or any part of such address; (ii) register any domain name which incorporates the word "Vendor" or any Vendor Mark and Reseller hereby agrees to transfer such domain name to Vendor if it breaches this provision; (iii) register any of the Vendor Marks or any trade names or trademarks that are confusingly similar to the word "Vendor" or any Vendor Mark; (iv) form or change the name of any corporation or other entity under or to a name which incorporates the word "Vendor" or the Vendor Marks; or (v) at any time during or after the term of this Agreement, in order to attract visitors to any site on the Internet, (A)  purchase "Vendor", any of the Vendor Marks or any variation or part thereof as a search term from any search engine; or (B) engage in any other practice designed to direct web browsers using search engines to different web pages or versions of web pages than the pages corresponding to search terms entered by the user.

18.8 Infringement of Vendor’s IP rights – The Reseller will notify Vendor immediately of every observed or alleged infringement by third parties of any of Vendor’s intellectual property rights.

19 Warranties 19.1 Reseller Warranty - Reseller warrants that it has full power and authority to enter into

this Agreement and that it has not entered into any contract or commitment that will interfere with the performance of its obligations hereunder.

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19.2 Vendor Warranty - Vendor makes no warranty to Reseller concerning SaaS Offering or otherwise. Any such Vendor warranties are made directly to the Customer and shall only be as provided in the SaaS Offering Agreement. RESELLER UNDERSTANDS AND AGREES THAT SAAS OFFERING IS PROVIDED TO IT HEREUNDER STRICTLY ON AN "AS IS" BASIS AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDOR AND/OR ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, WITH RESPECT TO SAAS OFFERING, THE SOFTWARE AND DOCUMENTATION, THEIR TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

19.3 Prohibited Warranties - RESELLER SHALL MAKE NO REPRESENTATION, WARRANTY OR CONDITION CONCERNING THE QUALITY, PERFORMANCE OR OTHER CHARACTERISTICS OF SAAS OFFERING, OR THE DOCUMENTATION OTHER THAN THOSE WHICH ARE CONSISTENT IN ALL RESPECTS WITH, AND DO NOT EXPAND THE SCOPE OF, THE WARRANTIES OR CONDITIONS MADE BY VENDOR DIRECTLY TO CUSTOMERS IN THE SAAS OFFERING AGREEMENT, AS APPLICABLE, OR AS OTHERWISE APPROVED BY VENDOR IN A WRITING ADDRESSED TO RESELLER WHICH EXPRESSLY REFERS TO THIS PARAGRAPH 19.3. RESELLER SHALL DEFEND, INDEMNIFY AND HOLD VENDOR HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES ARISING FROM OR RELATED TO RESELLER’S BREACH OF THE OBLIGATIONS CONTAINED IN THIS PARAGRAPH 19.3.

20 Liability 20.1 Limitation of liability - IN NO EVENT WILL THE AGGREGATE LIABILITY

WHICH VENDOR, VENDOR AFFILIATES AND VENDOR'S DIRECT AND INDIRECT SUPPLIERS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID OR PAYABLE TO VENDOR BY RESELLER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUED. VENDOR’S LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL RESELLER’S PAYMENTS DURING SUCH ONE YEAR PERIOD BEING AGGREGATED TO DETERMINE

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SATISFACTION OF THE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THE LIMIT.

20.2 Consequential damage – UNDER NO CIRCUMSTANCES WILL VENDOR, ANY VENDOR AFFILIATE OR VENDOR'S DIRECT AND INDIRECT SUPPLIERS BE LIABLE FOR, NOR WILL RESELLER OR ITS DEALERS OR CUSTOMERS HAVE ANY REMEDY FOR THE RECOVERY OF, ANY DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR MULTIPLE DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, BASED ON CLAIMS OF RESELLER OR ITS DEALERS OR CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, USE OF MONEY OR USE OF TSAAS OFFERING, LOSS OF REVENUES, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH VENDOR, VENDOR AFFILIATES AND VENDOR'S DIRECT AND INDIRECT SUPPLIERS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO VENDOR BY RESELLER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUED. VENDOR’S LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL RESELLER’S PAYMENTS DURING SUCH ONE YEAR PERIOD BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THE LIMIT.

20.3 Further limitation – Both Parties acknowledge that the limitations on liabilities set forth in this Section 20 and the disclaimer of warranties set forth in paragraph 19.2 represent a mutually agreed upon allocation of risk, and the consideration provided in this Agreement has been calculated to reflect such allocation of risk.

20.4 Time Limit to Bring Action - No action, regardless of form, may be brought by Reseller more than one year from the date the cause of action arose.

20.5 Reseller Indemnification – Reseller will indemnify, defend and hold harmless Vendor, its affiliates and all officers, directors, employees and agents thereof against any damage, loss, liability or expense (including attorneys’ fees) ("Damages") arising out of or related to Reseller's activities as a reseller, including without limitation, (i) any negligent act or omission by, or willful misconduct of, Reseller's employees or agents, (ii) Reseller's failure to comply with relevant laws or regulations, (iii) any modification or amendment

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of the prescribed terms of an SaaS Offering Agreement that Vendor did not specifically approve, (iv) any warranty, condition, representation, indemnity or guarantee granted by Reseller or provided by law in addition to or in lieu of the warranties expressly granted by Vendor to the Customer in the SaaS Offering Agreement, as applicable, (v) any omission or inaccuracy in Reseller's advertisements and promotional materials that relate to SaaS Offering, and (vi) any modification of, or addition to, SaaS Offering not provided or approved by Vendor. This paragraph will not be construed to limit or exclude any other claims or remedies that Vendor may assert under this Agreement or by law.

21 Transfer of rights and obligations 21.1 Transfer of Agreement – The Reseller may only transfer its rights and obligations, or

any part of these arising from the Agreement with prior written permission from Vendor. Vender reserves the right to allow or withhold its consent at its sole discretion.

21.2 Grounds for termination - Transfers in violation of the previous paragraph will be null and void, and serve as grounds for the termination of the Agreement by Vendor.

22 Applicable law and jurisdiction 22.1 THIS AGREEMENT AND ALL ORDERS HEREUNDER SHALL BE DEEMED TO

HAVE BEEN EXECUTED AND PERFORMED IN AND SHALL BE GOVERNED BY, CONSTRUED, INTERPRETED, AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LOCAL LAWS OF THE STATE OF ________. THE UNITED NATIONS' CONVENTION ON INTERNATIONAL SALE OF GOODS DOES NOT APPLY. VENDOR AND RESELLER HEREBY CONSENT AND AGREE THAT JURISDICTION AND VENUE FOR ANY CLAIM OR CAUSE OF ACTION ARISING UNDER OR RELATED TO THIS AGREEMENT OR ANY ORDER SHALL BE PROPERLY AND EXCLUSIVELY IN THE STATE OR FEDERAL COURTS IN AND FOR THE STATE OF ______, AND EXPRESSLY WAIVE ANY AND ALL RIGHTS WHICH THEY MAY HAVE OR WHICH MAY HEREAFTER ARISE TO CONTEST THE PROPRIETY OF SUCH CHOICE OF JURISDICTION AND VENUE.

23 Miscellaneous 23.1 No waiver - No modification, addition to or waiver of any rights, obligation or default

shall be effective unless in writing and signed by the Party against whom such is sought to be enforced, except that the Policies may be amended from time to time by Vendor in its sole discretion, and such amendments shall become binding and enforceable against Reseller unless this Agreement is terminated prior to the effective date of the amendment.

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One or more waivers of any rights, obligation or default shall not be construed as a waiver of any subsequent rights, obligation or default.

23.2 Unenforceability - In the event that any provision contained herein shall be or become unenforceable or invalid under the applicable law such non-enforceability or invalidity shall not render the Agreement unenforceable or invalid as a whole and in such event such provisions shall then be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision.

23.3 Independent Status - Each Party is an independent contractor. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, franchise or employment relationship between Vendor and Reseller, or as authorizing Reseller to act as Vendor's agent or representative. Reseller shall pay all of its expenses incurred in connection with the performance of its obligations and any services hereunder. Vendor will not reimburse Reseller for any of those expenses. Neither Party is, nor will claim to be, a legal representative, partner, franchisee, agent or employee of the other. Neither Party will assume or create obligations for the other or have any right to bind or enter into contracts or commitments in the name of, or on behalf of the other.

23.4 Notices - All notices required to be given under this Agreement shall be given in writing and shall be deemed to have been given when (i) delivered by hand, (ii) mailed by prepaid registered or certified mail, return receipt requested, (iii) sent by facsimile device, with a copy sent at the same time by registered or certified mail, (iv) sent by commercial courier with written verification of the receipt or (v) sent by e-mail, with a copy sent at the same time by registered or certified mail to each Party at its addresses set forth herein or at such other address as either Party may designate to the other by notice as required hereby.

23.5 Force Majeure - Neither Party shall be liable to the other Party for any delay or default in performing any obligation hereunder (other than payment obligations) if that delay or default is due to any cause beyond the reasonable control and without fault or negligence of that Party; provided that, in order to excuse its delay or default hereunder, a Party shall notify the other Party of the occurrence or the cause, specifying the nature and particulars thereof and the expected duration thereof; and provided, further, that within fifteen (15) calendar days after the termination of such occurrence or cause, such Party shall give notice to the other Party specifying the date of termination thereof. All obligations of both Parties shall return to being in full force and effect upon the termination of such occurrence or cause. For the purposes of this paragraph 23.5, a "cause beyond the reasonable control" of a Party shall include, without limiting the generality of the phrase, any act of God, act of any government or other authority or statutory undertaking, industrial dispute, fire, explosion, accident, power failure, flood, riot or war declared or undeclared.

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23.6 Entire Agreement - This Agreement, including, but not limited to, its Exhibits, Appendices and the Policies, replaces and supersedes all prior agreements and communications, oral or written, between the Parties relating to SaaS Offering. If there is a conflict or inconsistency between the terms and conditions of the Agreement and the terms and conditions of a particular Exhibit, Appendix or Policy, the terms and conditions of the particular Exhibit, Appendix or Policy shall prevail.

IN WITNESS WHEREOF, Reseller and Vendor have caused this Agreement to be executed by their duly authorized and empowered officers or representatives as of the dates set forth below.

VENDOR RESELLER

By:___________________________ By:________________________________

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Appendix 3.3- Terms and conditions for acting as the Reseller

Appendix 3.3 to the EOL Reseller Agreement between SaaS Vendor and Reseller:

In order to guarantee the continued quality of the reseller channel, an assessment will be carried out on an annual basis to determine whether or not the Reseller still meets the minimum conditions as set out in this Appendix 3.3. A positive outcome of the assessment will result in the Reseller becoming or remaining authorized to act as an authorized Vendor reseller.

The conditions which the Reseller must fulfill in order to acquire and retain aforementioned authorization are mentioned below. Whether or not the Reseller satisfies the conditions for the aforementioned authorization will be assessed during the term of the Agreement, and at any rate, at the end of every calendar year, by the Vendor Reseller Manager.

The conditions are as follows:(i) the Reseller is a legal entity;(ii) the Reseller has fulfilled the minimum course and training requirements for distributing

SaaS Offering, and, if applicable, to implement SaaS Offering; and(iii) The Reseller has fulfilled the established minimum monthly revenue targets.

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