Stoneware's webNetwork Reseller Agreement This Reseller Agreement (the "Agreement") is made on the effective date hereto between: Stoneware, Inc. ("SW") 14300 Clay Terrace Blvd Suite 240 Carmel, IN 46032 and the (Reseller) SW has rights to distribute certain computer software and related documentation. Reseller wishes to have certain non-exclusive rights to market and distribute licenses to such software and documentation. By executing this Agreement, SW and Reseller agree to abide by all the terms and conditions set forth herein. The parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. 1. DEFINITIONS (a) "End User" means a purchaser of the software from Reseller who is authorized by an end-user license agreement as specified in Section 4.1 to use the Software solely for the End User's internal purposes and not for resale. (b) "Intellectual Property Rights" means patent rights, copyright rights (including, but not limited to, rights in audiovisual works and moral rights), trademark rights, trade secret rights, and any other intellectual property rights recognized by the laws of the U.S.A. or any other country, and/or by international treaties. (c) "Software" means the object code version of computer software and related documentation, including but not limited to any future modifications or additions provided to Reseller by SW. (d) "Customer" means the person, organization, or corporation that has acquired Software directly through SW or indirectly through the Reseller an whom accepts the EULA (End User License Agreement). 2. LICENSES Subject to the terms of this Agreement, SW grants Reseller a non-exclusive, non-transferable license to market, distribute, and sublicense the Software to End Users solely for their own internal purposes during the term of this Agreement. 3. APPOINTMENT, PARTICIPATION & REQUIREMENTS SW accepts Reseller in SW's Reseller Program as a Reseller. Reseller agrees to abide by the obligations outlined in this agreement and in Exhibit A's Program Guide. SW may, from time to time, issue an amended Program that changes, adds to or deletes from the terms of the previous Program Guide. Reseller hereby agrees that the terms and conditions of the Program Guide, including all changes, additions and deletions, shall be enforceable hereunder; provided, however, the Reseller shall be permitted to terminate this Agreement and its participation in the entire Program upon 30 days notice to SW as a result of any changes to the Program that are not acceptable to End User. 4. AGREEMENTS, PRICING & MARKETING 4.1 End User Agreement. Reseller may not distribute any Software to any End User without requiring such End User to be subject to the terms and conditions of the End User License Agreement (EULA) accompanying such Software. 4.2 Pricing. During the Term of this Agreement, SW will make available to the Reseller the Software outlined in Exhibit A at the "Software" published list prices, as revised from time-to-time, less the applicable discount identified in Exhibit A. 4.3 Marketing. Reseller understands that SW maintains high standards in their marketing practices. Reseller agrees to maintain the same standards when marketing Software and will not market Software via popup advertising, shopping cart, spam, or other such means. Reseller also agrees not to market Software via any objectionable sites. SW maintains the right to review and approve all sites linking to Reseller's site. SW has the right to require Reseller to remove any link from any site that SW, in its sole discretion, finds objectionable or inappropriate in its sole discretion. 5. LICENSE RESTRICTIONS 5.1 No Reverse Engineering. Reseller will not disassemble, decompile, or reverse engineer Software. 5.2 No Copying. Reseller will not copy or otherwise reproduce any Software, in whole or in part, except for making reasonable numbers of back-up copies or as expressly authorized by this Agreement. 5.3 No Unauthorized Derivative Works. Reseller will not modify the Software in any manner, except as it may be expressly directed by SW in writing. 5.4 No Sale of Services. Reseller will not use the Software in any manner to provide service bureau, time-sharing, or other computer services to third parties. 5.5 Limited Rights. Reseller's rights in the Software will be limited to those expressly granted in this Agreement and in Exhibit A Program Guide. 6. DEMONSTRATIONS & END USER SATISFACTION 6.1 Demonstrations. Reseller will be responsible for demonstrations of Software to, and evaluations by, Reseller's prospective customers. Assistance by SW in any demonstrations will be at SW's discretion. 6.2 Demo Software. SW will provide Reseller, at no charge, with a Not-For-Resale (NFR) Software license for use by Reseller solely for the purpose of conducting demonstrations by Reseller personnel. 6.3 Evaluation Copies. SW will provide Reseller, at no charge, with a reasonable number of expiring or limited Software licenses for use in evaluations by a prospective customer. 6.4 End User Satisfaction. The Software may require individualized pre-sale and post-sale support. This support may be necessary to achieve and maintain high End User satisfaction. Reseller hereby acknowledges that high End User satisfaction is a condition of continuation of this license. Therefore, Reseller agrees to: - Make reasonable efforts to ensure that Software distributed to the End User is appropriate to the End User's requirements; - Make reasonable efforts to verify the successful operation of Software before or after installation; - Report promptly to SW all suspected and actual problems with Software; - Conduct business in a manner that reflects favorably at all times on the Software, goodwill and reputation of SW; - Avoid deceptive, misleading or unethical practices that are or might be detrimental to SW or its software; - Refrain from making any false or misleading representations with regard to SW or its distributed software; and - Refrain from making any representations, warranties, or guarantees to customers or other third parties with respect to the specifications, features or capabilities that are inconsistent with the literature distributed by SW. 7. PAYMENTS, DELIVERY & PROTECTION 7.1 Partners receive will receive a commission check on Standard Price List product licenses, consulting services, training, support and upgrade protection upon Stoneware’s receipt of customer payment. Exhibit A will define commission percentages and terms. 7.2 Stoneware, Inc. invoices all customers directly unless Reseller has elected to purchase Stoneware product through Synnex. 7.3 Price Changes. SW has the right to change the published list prices from time-to-time. Notice may be given by any means, including by e-mail message to Reseller or publication of revised list prices on SW's web site at www.stone-ware.com. 7.4 Taxes. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other taxes and duties. Reseller shall pay all taxes and duties assessed in connection with this Agreement and its performance by any authority within or outside of the U.S., except for taxes payable on SW's net income. Reseller shall reimburse SW for any and all taxes or duties that SW may be required to pay in connection with this agreement or its performance. 8. NOTIFICATION 8.1 Notices. Any notice, report, approval or consent required or permitted hereunder shall be in writing and shall be deemed to have been given if: (i) delivered personally; (ii) mailed by registered air mail postage prepaid; or (iii) sent by facsimile followed by a hard-copy confirmation, to the respective addresses of the parties set forth below or as may be otherwise designated by like notice from time to time. If to SW: Stoneware, Inc. 14300 Clay Terrace Blvd., Suite 240 Carmel, IN 46032 USA Attention: Partner Management Telephone: 888-473-9485 Facsimile: 260-492-0521 E-mail: partnerinfo@stone-ware.com If to Reseller: Attention: Telephone: Facsimile: E-mail 9. PROPRIETARY RIGHTS 9.1 SW's Ownership. No title to or ownership of software or proprietary technology in the Software is transferred to Reseller. Notwithstanding anything to the contrary in this Agreement, SW, or the licensor through which SW obtained the rights to distribute the Software, owns and retains all title and ownership of all Intellectual Property Rights in the Software, including all software, firmware, copies of software, master diskettes, documentation and related materials and all modifications to any derivative works from Software made by Reseller, SW or any third party. SW does not transfer any portion of such title or ownership, or any of the associated goodwill to Reseller, and this Agreement should not be construed as granting Reseller any right or license, whether by implication, estoppel or otherwise not expressly set forth herein. As a condition of the license rights granted to Reseller in this Agreement, Reseller will reproduce and display such notices on each copy it makes of any Software. 9.2 Reseller's Duties. Reseller will use its reasonable efforts to protect Intellectual Property Rights in the Software and will report promptly to SW any infringement of such rights of which Reseller becomes aware. 9.3 Third Party Infringement. SW reserves the sole and exclusive right at its discretion to assert claims against third parties for infringement or misappropriation of its Intellectual Property Rights in the Software. Upon request by SW, Reseller shall reasonably cooperate with SW in any proceedings brought by SW against third parties. 9.4 Use of SW’s Marks. If any advertisement or other marketing material used by Reseller makes any statement as to the technical features or capabilities of the Software beyond the information provided to Reseller by SW, Reseller will first obtain the written approval of SW prior to publishing such advertisement or material. Subject to the terms and conditions of this Agreement, SW grants Reseller a non-exclusive, nontransferable license for the term of this Agreement to use relevant trade names, trademarks, insignias, logos, and service marks ("Marks") in Reseller's marketing of the Software in the Territory only, provided that such use is in accordance with SW's trademark and logo usage guidelines then in effect. Nothing in this Agreement grants Reseller ownership or any rights in or to the Marks, except in accordance with this license. The rights granted to Reseller in this license shall terminate upon any termination or expiration of this Agreement. Upon such termination or expiration, Reseller shall no longer make any use of any Marks. SW will have the exclusive right to own, use, hold, apply for registration for, and register the Marks during the term of, and after the expiration or termination of, this Agreement; Reseller will neither take nor authorize any activity inconsistent with such exclusive right. 9.5 Use of Partner Title. Reseller may refer to itself, in connection with exercising its rights under this Agreement, as a "Stoneware Reseller Partner" or "SW Reseller Partner" but solely in connection with distributing the Software and only during the term of the Agreement. 10. WARRANTY 10.1 Limited Warranty. Warranties for the Software are defined within the Limited Warranty section of the End User License Agreement and are between SW and the Customer. 11. INDEMNITY 11.1 Distribution Indemnity. Reseller agrees to indemnify SW against any third party claims against SW for loss, damage, liability, or expense (including but not limited to attorneys' fees) arising out of any acts or omissions of Reseller in connection with their distribution activities under this Agreement. 11.2 Infringement Indemnity. SW agrees to defend, indemnify and hold harmless Reseller and its successors, licensees and assigns (if any), as well as the officers, directors, employees, agents and representatives thereof, from and against any liability, damage, cost, loss, or expense (including reasonable attorneys’ fees) occasioned by or arising out of (i) any false, deceptive, misleading or otherwise inaccurate description or depictions by SW about the Software; or (ii) any alleged intellectual property infringement or unauthorized use of trade secrets or other property rights by the Software to the extent the Software has not been modified or altered in any way by any party other than SW or its licensor. SW will have no obligation under this section 11.2 as to any action, proceeding, or claim unless: (i) SW is notified of it promptly; (ii) SW has sole control of its defense and settlement; and (iii) Reseller provides SW with reasonable assistance in its defense and settlement. 11.3 Remedies. If Reseller's use of any Software under the terms of this Agreement is, or in SW's opinion is likely to be, enjoined due to the type of infringement or misappropriation specified in this section 11, then SW may, at its sole option and expense, either: (a) procure for Reseller the right to continue using such Software under the terms of this Agreement; or (b) replace or modify such Software so that they are non-infringing and substantially equivalent in function to the original Software; or (c) if options (a) and (b) above cannot be accomplished despite the reasonable efforts of SW, then SW may both terminate Reseller's rights and SW's obligations under this Agreement with respect to such Software. 11.4 Limitations. THE FOREGOING ARE SW'S SOLE AND EXCLUSIVE OBLIGATIONS, AND RESELLER'S SOLE AND EXCLUSIVE REMEDIES, WITH RESWECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. SW will have no obligations under this Section 11 with respect to infringement or misappropriation arising from (a) modifications to the Software that were not authorized by SW, (b) Software specifications requested by Reseller, or (c) the use of the Software in combination with Software not provided by SW. 12. LIMITATION OF LIABILITY EXCEPT FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF SW OR ITS EMPLOYEES, SW'S TOTAL LIABILITY TO RESELLER UNDER THIS AGREEMENT WILL BE LIMITED TO THE PAYMENTS RECEIVED FROM RESELLER UNDER THIS AGREEMENT. IN NO EVENT WILL SW BE LIABLE TO RESELLER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), SOFTWARE LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 13. CONFIDENTIALITY 13.1 Obligations. Reseller and SW each agree that all proprietary and confidential information (including, without limitation, any and all intellectual property, data, ideas and marketing, pricing, and other confidential information of the other Party) communicated by one Party to the other Party, whether before or after the date of this Agreement, will be received in confidence, and will not be disclosed by the receiving Party, its agents, independent contractors, subcontractors or employees, to third parties without the prior written consent of the disclosing Party except as may be required by law by a court having jurisdiction over the receiving Party. The receiving Party shall take all reasonable steps and precautions to ensure that only those of its officers, employees, independent contractors, representatives and permitted agents with a need to know or a need to have access to such information shall have access to such information and that such persons shall keep the information confidential in accordance with the provisions of this Section 13.1. In no event will the receiving Party divulge any proprietary or confidential information to any competitor of the disclosing Party. Confidential Information will not include any information that (1) is already in the possession of the receiving party without obligation of confidence; or (2) is independently developed by the receiving party; or (3) becomes available to the general public without breach of this Agreement; or (4) is rightfully received by the receiving party from a third party without obligation of confidence; or (5) is released for disclosure by the disclosing party with its written consent. The receiving party of Confidential Information under this Agreement agrees to exercise reasonable care to protect Confidential Information from unauthorized disclosure or use, which care shall in no event be less than the receiving party gives to protect its own trade secrets. The receiving party may disclose Confidential Information only to its employees or agents who need to know such information and shall inform such employees, by way of policy and agreement that they are bound by obligations of confidentiality. 13.2 Injunctive Relief. Reseller acknowledges that the Software contain trade secrets of SW, the disclosure of which would cause substantial harm to SW that could not be remedied by the payment of damages alone. Accordingly, SW will be entitled to preliminary and permanent injunctive relief and other equitable relief for any breach of this Section 13. 14. SALES REQUIREMENT, TERM, TERMINATION & SURVIVAL 14.1 Term. The term of this Agreement will begin on the Effective Date and will continue for one (1) year unless it is terminated earlier in accordance with the provisions hereof. This Agreement will be automatically renewed for additional one (1) year periods unless a party notifies the other party in writing not less than thirty (30) days prior to the end of the term, or renewed term, that the Agreement will not be renewed. 14.2 Sales Requirement. Reseller shall reach an annual target outlined in Exhibit A in total gross End User sales before each year anniversary or the Agreement shall not renew automatically per section 14.1. In the case that Reseller fails to meet the annual sales requirement, Reseller and SW shall re-evaluate a new Agreement. 14.3 Events of Termination. Either party will have the right to terminate this Agreement if: (a) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice; (b) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (c) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing. SW may terminate this Agreement (i) if Reseller fails to meets its payment obligations under the Agreement and this failure continues for ten (10) days following receipt of written notice from SW, or (ii) Reseller fails to maintain high End User satisfaction as set forth in Section 6.4, as determined by SW in it sole discretion. Either party may terminate this Agreement for convenience at any time by giving the other party 60 days written notice. 14.4 Effect of Termination. Upon termination or expiration of this Agreement, Reseller will immediately return to SW or (at SW's request) destroy all copies of the Software and other Confidential Information in its possession or control, and an officer of Reseller will certify to SW in writing that Reseller has done so. Upon termination or expiration of this Agreement, SW will have the option, in its sole discretion, of electing, at any time, to offer maintenance and support for the Software directly to End Users in accordance with SW's standard terms and conditions for such services. Upon termination or expiration of this Agreement, all unshipped orders will automatically be canceled. 14.5 No Damages for Termination. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, DUE TO THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. Reseller WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER LOCAL LAW OR OTHERWISE, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. Neither party will be liable to the other in the event of termination or expiration of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or due to any expenditures, investments, leases or commitments made by either party or for any other reason whatsoever based upon or growing out of such termination or expiration. 14.6 Survival. The rights and obligations of the parties contained in Sections 9 (Proprietary Rights), 12 (Limitations of Liability), 13 (Confidentiality), 14.3 (Effect of Termination), and 14.4 (No Damages for Termination) will survive the termination or expiration of this Agreement. 15. GENERAL 15.1 Assignment. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Reseller may not assign this Agreement, in whole or in part, without SW's written consent. Any attempt to assign this Agreement without such consent will be null and void. Either party may, upon prior written notice, assign this Agreement to the surviving company in the event of a merger or acquisition. 15.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana, without giving effect to any conflict of laws provisions. Any suit hereunder will be brought solely in the federal or state courts in the District of Indiana and Reseller hereby submits to the personal jurisdiction thereof. 15.3 Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force. 15.4 Force Majeure. Except for payments due under this Agreement, neither party will be responsible for any failure to perform due to causes beyond its reasonable control (each a "Force Majeure"), including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, or strikes, provided that such party gives prompt written notice thereof to the other party. The time for performance will be extended for a period equal to the duration of the Force Majeure, but in no event longer than sixty (60) days. 15.5 Notices. All notices under this Agreement will be deemed given when delivered personally, sent by facsimile transmission, or sent by certified or registered U.S. or international mail or express courier, to the address shown below or as may otherwise be specified by either party to the other in accordance with this section. 15.6 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. 15.7 Waiver. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights. 15.8 Attorneys’ Fees. If either party initiates legal proceedings to enforce a term of the Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees. 15.9 Entire Agreement. This Agreement and its exhibits are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. 15.10 Export Licensing. Reseller acknowledges that SW’s Software are subject to all applicable law and regulations governing exports from the United States and subsequent re-exports ("Export Laws"), including, but not limited to, the U.S. Export Administration Act of 1979, as amended or succeeded. Reseller shall fully comply with the Export Laws as well as any other export and import laws and regulations applicable outside of the U.S. and shall, upon reasonable request by SW, furnish SW with all requested certifications or assurances relating to Reseller’s compliance with the Export Laws and any other export and import laws and regulations. Exhibit A - Partners Program Guide 1. LICENSED SOFTWARE: See Stoneware Official Price List for detailed Software listing. 2. PRICING: See Stoneware Official Price List for detailed Software pricing. 3. SOFTWARE COMMISSION SCHEDULE: Reseller can sell Software from SW according to the following commission schedule from list price of Software defined in Price List provided Stoneware is allowed to bill Customer directly and commissions will be paid within 30-days after Stoneware receives customer payment: Licenses: Product Licenses (excludes education) 20% commission from published MSRP Within one year from the most recent anniversary of the start date of this agreement, when Reseller reaches $250,000 in total gross sales of any webNetwork Licenses the discount will change to 25% from that point for the rest of the anniversary year. Consulting Services: All 10% commission from published MSRP Training: All 10% commission from published MSRP * (not including already discounted Reseller training) Support: All 10% discount from published MSRP Education Year 1: All 10% commission from published MSRP Upgrade Protection: All 5% commission from published MSRP Education Year 2 & 3: All 5% commission from published MSRP SW shall have the right to revise the discounts at any time upon written notice to Reseller. Such written notice may be made by any means, including by e-mail, letter or fax. SW will provide Reseller with a listing of all MSRP pricing updates as price changes. MSRP can also be found on SW’s web site: www.stone-ware.com/login.jsp. 4. REPORTING AND PAYMENTS: All Software orders shall be initiated with a Purchase Order (PO) from customer to SW or with a Purchase Order (PO) to Synnex. The license key file will be sent via email to the Reseller or End User as requested which will activate the software for use by the appropriate number of users. SW shall have the right to revise the reporting and payment schedule, at any time by giving Reseller written notice to changes taking affect. 5. SW OBLIGATIONS: SW shall provide Reseller with the following: * One (1) Not-For-Resale (NFR) copy of the webNetwork software for use within Reseller. The license for this will expire after 6 months and SW will continue to provide licenses as long as Reseller is in good standing. * NFR version upgrades. * Discounted training at 50% of standard published rates. * Software demonstration support via conference call and online meeting access for unlimited client demos. * Technical support for client Pilots for 3-hours per pilot and for 5-client pilot installations. * Technical installation support for Reseller clients at a base rate of $175 per hour. Stoneware will charge the client any rate that Reseller chooses. Travel costs will also be assumed by Customer or Reseller if necessary for billable installation support. * Marketing and sales collateral, sample project documents, technical documents and specific Partner information will be available in the partner portal at www.stone-ware.com/login.jsp. * Unlimited Technical support for Partners only (after attending technical training). If partner does not participate in technical training, partner will receive 5-instances of technical support. Technical support for End Users must be purchased through Stoneware. * Your company information will be displayed in the Partner section of the Stoneware website at www.stone-ware.com. 6. Reseller OBLIGATIONS: Reseller shall: * Maintain one certified MCSE (Microsoft Certified Systems Engineer) OR one certified CNE (Certified Netware Engineer) OR appropriate technology skills to implement and manage software. * Provide a listing of Software in Reseller’s partner web site page (if applicable). * To receive unlimited technical support, have a minimum of one engineer attend Admin and Advanced Admin training at the 50% discounted rate. * Per section 14.2, reach an annual total gross End User sales volume of $50,000 before each anniversary of the agreement. 872301-v2