This Reseller Agreement (the “Agreement”) is entered into by and between 3PAQ LLC Software Company (“3PAQ LLC”) and (“Reseller”) on 2/6/2012 (the “Effective Date”). 3PAQ LLC may amend the terms and conditions of this Agreement at any time upon notice to Reseller. 1. License Grant 1.1. Subject to the terms and conditions of this Agreement, 3PAQ LLC grants Reseller a non-exclusive, non-transferable, non-assignable license, without right to sublicense, within USA (the “Territory”) to market, promote, and resell software products developed by 3PAQ LLC as listed on Exhibit A (the “Products”) attached hereto, and use 3PAQ LLC trademark, service mark and logo solely for its performance under this Agreement. Reseller will place its orders for the Products directly with 3PAQ LLC. Reseller shall not make any representation or warranty regarding the Products to any third party other than that authorized in writing by 3PAQ LLC. All intellectual property rights, other than those expressly granted under this Agreement, that relate to the Products shall remain with 3PAQ LLC. 1.2. Reseller may advertise in publications of general circulation that it is an authorized reseller of the Products, subject to 3PAQ LLC’s prior written approval for each such publication. 1.3. Reseller's rights to resell the Products within the Territory shall not be exclusive unless otherwise agreed in writing. 2. Prices 2.1. All prices for the Products provided by 3PAQ LLC to Reseller are in US dollars. 3PAQ LLC has the right to revise the prices for the Products to Reseller upon thirty (30) days written notice. Such revisions shall apply to orders received by 3PAQ LLC on or after the effective date of the revision. 2.2. Reseller may set the prices for the Products for resale. 2.3. Reseller shall be responsible for paying all taxes of any nature which become due with regard to the Products it purchases and/or resells, except for taxes on 3PAQ LLC’s income, irrespective of which party may be responsible for reporting or collecting such taxes. 2.4. Reseller shall receive a _25__ percent discount off then published prices of the Products (after purchase of the initial copy at full list price). 2.5. Quarterly sales exceeding $10,000(Ten Thousand) US will entitle the Reseller to a Thirty-Five percent discount of then published prices of the Products in the immediate following quarter. 3. Payment and Terms 3.1. Payments must be made during an order placement, prior to delivery and setup of product by 3PAQ LLC. Should payment in full of any invoice (aside from such shortfalls) not be received by 3PAQ LLC within thirty (30) days after presentation, 3PAQ LLC will impose a debt service charge amounting to one percent (1%) of the overdue balance for each month or fraction thereof the overdue amount remains unpaid. In the event that any amount remains unpaid thirty (30) days after presentation of invoice, 3PAQ LLC may discontinue, withhold, or suspend supply of Products to Reseller. 3.2. Failure of Reseller's clients to pay in no way relieves the Partner’s obligations to make full payment. 3.3. Reseller agrees to provide 3PAQ LLC the names, addresses and phone numbers of its clients for the Products as well all feedbacks from its clients regarding the Products. 3.4. Reseller hereby agrees to pay any and all attorney fees, court costs, and related expenses incurred by 3PAQ LLC in the collection of any amount due it. 4. Duties of Reseller 4.1. 3PAQ LLC Promotion: Reseller agrees to promote 3PAQ LLC Products on its own website with all the products Reseller carries as defined in Exhibit A. 4.2. General: In carrying out this Agreement, Reseller will conduct itself in an ethical, professional and lawful manner, will exercise its best efforts to achieve a high level of customer satisfaction, and will refrain from doing anything to impair the reputation of 3PAQ LLC. 5. Limitation of 3PAQ LLC's Obligation & Liability 5.1. Technical Support: 3PAQ LLC will support end users by providing technical support in the means of email and support as purchased. 5.2. 3PAQ LLC shall not be liable to Reseller or any of its customers for any special indirect, consequential, incidental or exemplary damages, including, but not limited to, loss of business, loss of profit, loss or damage resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-deliveries, or service interruptions caused by 3PAQ LLC or the Products, even if 3PAQ LLC has been advised of the possibility of such damages. 5.3. 3PAQ LLC's liability to Reseller and any customer of Reseller is limited to the purchase price received by 3PAQ LLC for the relevant Products. 5.4. Reseller will take all necessary measures to preclude 3PAQ LLC from being made a party to any lawsuit or claim regarding the Products provided to customers of Reseller. Reseller hereby agrees to defend, indemnify and hold harmless 3PAQ LLC from any and all claims of whatever nature brought by any of Reseller's customers against 3PAQ LLC arising from Reseller’s breach of this Agreement or any misconduct or wrongful omission of the Reseller. 6. Confidentiality Reseller acknowledges that by reason of its relationship with 3PAQ LLC hereunder, it may have access to certain information and materials relating to 3PAQ LLC's business, suppliers, customers, personnel, technology, and marketing strategies that is confidential and of substantial value to 3PAQ LLC (collectively, “Confidential Information”). Reseller agrees that it will not use in any way for its own benefit (other than to perform under this Agreement) or for the benefit of any third party, nor will Reseller disclose to any third party any Confidential Information. Reseller further agrees that it will return to 3PAQ LLC or destroy all copies of Confidential Information under its custody or control upon request by 3PAQ LLC or termination of this Agreement. The provisions of this section shall survive the termination of the Agreement for any reason. Upon any breach or threatened breach of this section, 3PAQ LLC shall be entitled to injunctive relief in addition to other remedies, which injunctive relief shall not be contested by Reseller. 7. Relationship of the Parties The relationship between 3PAQ LLC and Reseller is that of independent contractors and neither party is an employee, agent, partner or joint venture of the other. Reseller has no authority, apparent or otherwise, to contract for or on behalf of 3PAQ LLC, or in any other way legally binds 3PAQ LLC in any fashion. 8. Disputes The parties shall attempt to resolve all disputes arising out of this Agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in section 6 shall be subject to arbitration upon written demand of either party. Arbitration shall take place in Chevy Chase, MD. The arbitration shall follow the guidelines established by the American Arbitration Association. 9. Terms & Termination The initial term of this Agreement is one year starting from the Effective Date. This Agreement shall automatically renew for one year term thereafter, until terminated by either party with 30 days prior notice unless otherwise terminated as follows: 9.1. By 3PAQ LLC, upon thirty (30) days written notice; 9.2 By 3PAQ LLC immediately upon notice if Reseller breaches any provision of this Agreement; 9.3. There is an instituted bankruptcy or insolvency proceeding against Reseller, which is not vacated within sixty (60) days from the date of filing; 9.4. Reseller institutes a voluntary bankruptcy or insolvency proceeding, or otherwise is insolvency; 9.5. Reseller makes an assignment of all or part of its assets for the benefit of creditors; 10. Nonassignability Reseller's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of 3PAQ LLC. 11. Partial Invalidity If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. 12. Applicable Law, Jurisdictional Matters This Agreement is governed by and construed under the laws of the State of Maryland without regard to its conflict of law rules. The federal and state courts of located in Chevy chase, Maryland shall have exclusive jurisdiction to adjudicate any non- arbitrary dispute arising out of this Agreement. 13. Notices All notices may be sent by email, fax, or express mail to the email address, fax number, or address most recently provided and will be effective upon transmission. 14. Entire Agreement, Modifications This Agreement sets forth the entire agreement and understanding between the parties with regard to the subject matter hereof and supersedes any and all prior agreements between them. 3PAQ LLC may make changes to this agreement upon thirty (30) days written notice to Reseller. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, do hereby execute this instrument, with each signatory warranting its authority to enter into this agreement on behalf of the party it represents. Exhibit A COUPONPAQ 3PAQ LLC |