RESELLER AGREEMENT This Agreement, dated _________ __, 2004 (Effective Date), is made between ______________Inc.

, ("Company"), an _________ Company with place of business at ________________________, and __________________________ ("Reseller"), a __________ corporation with place of business at ___________________________________. 1. APPOINTMENT OF RESELLER
1.1.

Appointment. The Company hereby appoints the Reseller as a Reseller of the Company, to non-exclusively market, distribute, resell and support any of the Products listed in Exhibit A attached hereto (which list the Company may change at its sole discretion) including all written or electronic instruction manuals and technical documentation and any modifications or additions provided to Reseller, to End Users in the Territory and the Reseller hereby accepts such appointment. End User shall mean a customer of Reseller who is authorized by a EULA, as defined below, to use a Product for the End User's internal business purposes. Territory shall mean: __________ Initial Stock. Reseller will purchase an initial stocking order of a minimum of __________ systems with signing of this agreement. Such purchase shall also include the required purchase of 3 training days on the system by Companys staff, and such other terms included in Exhibit B. Hardware Requirements. Reseller shall sell the Products to operate only with the hardware items listed in Exhibit C. In the event that the hardware upon which the Product operates on is not in compliance with the hardware components detailed in Exhibit C the Warranties under Section 10 below shall not apply and the Company shall not have any warranty. Forecast. The quarterly projected forecast of orders of Products to be purchased by Reseller are described in Exhibit D (the Projected Forecast). Rights to Use Trademarks. During the term of this Agreement, Reseller is authorized by Company to use certain Companys trademarks (Company Trademarks) solely in connection with the marketing, advertisement, and promotion of the Products. Use of any Company Trademark by Reseller will be allowed only in accordance with Company trademark policies in effect from time to time. Reseller agrees to cooperate with Company in facilitating Companys monitoring and control of the nature and quality of Resellers use of Company Trademarks and shall promptly provide Company with a copy of all materials in which Reseller uses any of the Company Trademarks. Reseller has not paid consideration for the use of Company Trademarks, and nothing contained in this Agreement shall give Reseller any interest in any of them. Resellers Marketing Obligations. All costs relating to the marketing and distribution of the Products and Licenses by Reseller, shall be borne solely by Reseller. Reseller shall be fully responsible to obtain and provide for itself, at its own cost, with any and all licenses, permits, certificates and all other documentation and information required for the exportation and importation of the Products and its sales therein. Reseller will use its best efforts to promote the Products in accordance with this Agreement. Without derogating from the foregoing, Resellers marketing plan and budget shall be as detailed in Exhibit E. EULA. End User License Agreement shall mean the applicable written End User license agreement governing the use of the Products, attached hereto in Exhibit F or any revision thereto or replacement thereof adopted by the Company from time to time. The right

1.2.

1.3.

1.4. 1.5.

1.6.

1.7.

2
purchased by an End User to use the Products shall be in accordance with the terms and conditions set forth in the EULA Agreement.
1.8.

Resellers Limitations. Reseller shall: (i) not attempt to obtain, receive, review, or otherwise use or have access to the source codes of the Products (or any part thereof) by decompilation, disassembly or any other means; (ii) refrain from copying, reverse engineering, disassembling, de-compiling, translating, or modifying the Products, or granting any other third party the right to do so; (iii) not engage, itself or through the assistance of any third party, directly or indirectly, in the research, development, manufacturing, marketing, distribution, sale, lease or licensing of any Product which is or may constitute a derivative work of the Products; (iv) not represent that it possesses any proprietary interest in the Products; (v) not directly or indirectly, take any action to contest Companys Intellectual Property rights or infringe them in any way; (vi) not register, nor to have registered, any trademarks, trade names or symbols of Company (or which are similar to Company Trademarks); and (vii) not register any domain name using any of the Company Trademarks without Company prior written consent. Reserved Rights. This Agreement shall not be construed or understood as limiting or binding the Company, in any manner whatsoever. Without limiting the generality of the foregoing, Company is, and shall be, entitled, upon its sole discretion, to market the Products anywhere either directly or indirectly, and/or discontinue the distribution or licensing of the Product at any time, and to cancel upon a thirty day prior written notice, any Resellers orders for such discontinued Product without liability of any kind License Payments. Prices for Products are set forth in the Price List, attached hereto and made a part hereof as Exhibit A, less the applicable discount specified in Exhibit A. The list prices mentioned for End users are minimum prices, unless agreed otherwise by the Company. The Company may modify the Price List at any time, including changes to the Products and increases of prices, upon thirty (30) days prior written notice of the effective date of any such change. Price decreases will be effective as to Products that are shipped by the Company on or after the effective date of such change. Taxes. Prices in the Price List do not include any national, state or local sales, use, value added or other taxes, customs, duties or similar tariffs and fees that the Company may be required to pay or collect upon the delivery of Products or the collection of prices thereof. All such taxes or duties, other than taxes on the Companys net income, will be paid by Reseller to the Company unless Reseller provides the Company with a valid certificate of exemption acceptable to the appropriate taxing or governmental authority. Payment Terms. All the Companys invoices will be paid by Reseller within thirty (30) days of the date of issuance. Any late payments will be subject to a late payment charge at a monthly rate of 1.5% (or such lesser amount as is then the highest rate permitted under applicable law) to be paid each month on such unpaid amounts. Title. To the extent permitted in the Territory, title to the Products shall be retained by the Company until the full payment of the price for the Products. In the event the Company is not able to retain full title to the Products as aforesaid, the Company shall retain a security interest in the Products until the entire balance of the Product price and all other monies payable hereunder are paid in full. The Reseller shall execute, upon request by the Company, financing statements deemed necessary by the Company to perfect its security interest. The Reseller hereby authorizes the Company to file a copy of this security agreement or a financial statement with the appropriate authorities at any time thereafter as a financing statement in order to perfect the Companys security interest. Point of Sale (POS) Information. Reseller shall provide POS information to the Company on a monthly basis including product sold, end-user name and zip code (Monthly POS Report).

1.9.

2. PAYMENTS
2.1.

2.2.

2.3.

2.4.

2.5.

3
2.6.

Product Discontinuance. The Company in its sole discretion may discontinue any Product and will provide a 30 day written notice thereof to Reseller. POs. All purchase orders for Products are subject to acceptance by the Company. The terms and conditions of this Agreement and of the applicable the Company acknowledgment will apply to each order accepted or shipped by the Company hereunder. Any terms and conditions on the face or reverse side of Resellers purchase order which differ from, conflict with, or are in addition to the terms and conditions set forth in this Agreement shall be of no force or effect, unless the Company expressly agrees in a separate writing to be bound by such separate or additional terms and conditions. Cancellation of Purchase Orders. Reseller may cancel any purchase order, without charge, by written notice to the Company at least thirty (30) days prior to shipment date. Reseller may reschedule any purchase order, without charge, by written notice to the Company at least ten (10) days prior to shipment date. Such reschedule may delay the shipment date up to thirty (30) days and any purchase order may only be rescheduled twice. All Products will be shipped by the Company F.O.B. the Companys point of shipment. Unless specified by Reseller in the purchase order, the Company will select the mode of shipment and the carrier. Reseller is responsible and will pay for freight, handling, insurance and other transportation charges. All risk of loss of or damage to Products will pass to Reseller upon delivery by the Company to the carrier, freight forwarder or Reseller, whichever occurs first. Reseller agrees to devote its best efforts to maximize sales of and to aggressively market, promote, sell and otherwise create an increase demand for the Products by Reseller and end-users in the Territory. Reseller will maintain and adequately train, on an on-going basis, a sufficient staff of qualified sales and marketing personnel familiar with the applications, features, benefits, operation and configuration of the Products so as to effectively promote the Products to end customers Reseller's Records. Reseller will maintain complete records, during and for two years after the termination or expiration of this Agreement, regarding the distribution and sublicensing of the Products to each End User. Audit. An independent certified public accountant selected by the Company may, upon reasonable notice and during normal business hours, inspect the records of Reseller on which such reports are based. If, upon performing such audit, it is determined that Reseller has underpaid the Company by an amount greater than five percent (5%) of the payments due the Company in the period being audited, Reseller will bear all reasonable expenses and costs of such audit in addition to its obligation to make full payment under Section 2. Support. As detailed under Exhibit G, Reseller will be responsible for providing installing the Products as needed; training End Users; and providing all direct first level technical support to End Users. Company shall be responsible for providing 2nd and 3rd level support for the Reseller. Maintenance & Support Agreements with End Users. Reseller shall enter into Service & Maintenance Agreements with the End Users, subject to the following terms and

3. PURCHASE ORDER PROCEDURE

3.1.

3.2.

4. SHIPPING AND RISK OF LOSS 4.1.

5. PRODUCTS PROMOTION 5.1.

6. REPORTS AND AUDITS

6.1.

6.2.

7. MAINTENANCE, SUPPORT, AND TRAINING

7.1.

7.2.

4
conditions: (a) the minimum price for these agreements shall be 20%, unless agreed otherwise with the Company, out of the total price of the system (i.e price of Software and Hardware); (b) the Company shall be entitled to receive __% of such fees; (c) the Company shall authorize such agreements in writing. In the event the Company did not authorize such service agreement, or received the applicable payment, it shall not provide any support for such End User as provided under Exhibit E. 8. CONFIDENTIALITY
8.1.

Obligations. Each party agrees that it will not disclose to any third party or use any Products or other Confidential Information disclosed to it by the other party, except to carry out its rights and obligations under this Agreement, and that it will take all reasonable measures to maintain the confidentiality of all Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Confidential Information shall mean any proprietary information of the Company, designated as confidential or of a confidential nature, including but not limited to, all designs, concepts, scientific, algorithmic and structural information; the Companys information related to the source code; information of a business and commercial nature (such as financial and marketing information disclosed in any form or medium whatsoever) and the terms and conditions of this Agreement. Confidential Information will not include information that is in or enters the public domain without breach of this Agreement; is lawfully obtained by the receiving party without breach of a nondisclosure obligation; is independently developed or already in the possession of the receiving party as shown by the receiving party's contemporaneous records; or, is required by law to be disclosed, provided that the receiving party gives prompt written notice of such requirement prior to disclosure. Products. The Products are and will remain the sole and exclusive property of the Company, whether the Products are separate or combined with any other products. The Company's rights under this subsection 9.1 will include, but not be limited to all Intellectual Property Rights in the Products. "Intellectual Property Rights" means all of the following: (a) copyrights, including moral rights, registrations and applications for registration thereof; (b) computer software Products, data and documentation; (c) patents, patent applications and all related continuations, divisional, reissue, utility models, design patents, applications and registrations thereof, certificates of inventions; (d) trade secrets and Confidential Information, know-how, manufacturing, source code process and techniques, designs, prototypes, enhancements, improvements, work-in progress, research and development information; (e) other proprietary rights relating to the foregoing. Notices. Reseller will not delete or in any manner alter the Intellectual Property Rights notices of the Company and its suppliers, if any, appearing on the Products as delivered to Reseller. 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 Product. Reseller's Duties. Reseller will take customary measures in the marketing and distribution of the Products to protect the Company's Intellectual Property Rights in the Products, no less than the extent to which Reseller protects its Intellectual Property Rights in his Products, and will, to the extent lawful, report promptly to the Company any confirmed infringement of such rights of which Reseller becomes aware. Third Party Infringement. The Company 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 Products.

9. PROPRIETARY RIGHTS
9.1.

9.2.

9.3.

9.4.

5
9.5.

Trademark License. Subject to the terms and conditions of this Agreement, the Company grants Reseller a nonexclusive license for the term of this Agreement to use the the Company's trademarks, trade names, service marks, and/or service names (Marks) in Reseller's marketing of the Products, provided that such use is in accordance with the Company's trademark usage guidelines then in effect. Such use must reference the Marks as being owned by the Company. Nothing in this Agreement grants Reseller ownership or any rights in or to use the Marks, except in accordance with this license, and Reseller's use of the Marks will inure to the benefit of the Company. The rights granted to Reseller in this license will terminate upon any termination or expiration of this Agreement or otherwise by a written notice from the Company. Upon such termination or expiration, Reseller will no longer make any use of any Marks. The Company 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.

10. WARRANTY
10.1. Power and Authority. The Company warrants to Reseller that it has sufficient right and

authority to grant to Reseller all licenses and rights that the Company grants under this Agreement.
10.2. Limited Warranty. The Company warrants to Reseller that during the 90 (ninety days)

following delivery to Reseller the storage media containing the Products will be free from defects in materials and workmanship. In the event the storage media fail to conform to such warranty, as Reseller's sole and exclusive remedy for such failure the Company will, at its option and without charge to Reseller, repair or replace the storage media, provided the nonconforming item is returned to the Company within the 90-day warranty period.
10.3. Hardware Warranty.

10.3.1. The Company warrants to Reseller that the Hardware components of the Product, if delivered by the Company, will be free of defects in material and workmanship under normal use and service for a period of three (3) months following the date of delivery to Reseller (the Hardware Warranty Period). 10.3.2. If, during the Hardware Warranty Period, any hardware component becomes defective by reason of material or workmanship, and the Reseller immediately notifies the Company of such defect, the Company, as its sole obligation and liability, shall, at its option, supply a replacement part, request return of equipment to its plant for repair, or perform the necessary repair at the equipment's location. The Reseller hereby acknowledges and agrees that the Hardware provided by Company is produced by IBM/RLX or such other vendors and therefore the terms of this warranty and the exercise thereof is subject to the terms and warranty granted to Company by IBM/RLX or any other applicable vendor. 10.3.3. The Company shall be released from all obligations under the Warranty in the event the Product has been subjected to misuse, neglect, accident or improper installation. Unless otherwise instructed by the Company, the Company shall be the sole point of contact of the Reseller in regards to the exercise of this Warranty. In any event of malfunction requiring exercise of this Warranty during the Software or Hardware Warranty Periods, respectively, the Reseller shall immediately notify the Company in writing and refrain from any attempt to repair, fix, replace or otherwise correct the Product or any part thereof, by itself or others, unless otherwise expressly instructed by the Company.
10.3.4.

The Reseller shall not change the location of the installed Product without notifying the Company in advance and in writing. The Reseller shall comply with any

6
instructions given by Company in regards to any such relocation and reinstallation. Any failure to comply with the terms of this Section 10.3.3 or 10.3.4 above shall immediately invalidate the warranty granted hereunder. 10.4. Disclaimer of Other Warranties. THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. Duty to Indemnify and Defend. 11.1.1. The Company will indemnify Reseller against, and will defend or settle at the Company's own expense, any action or other proceeding brought against Reseller to the extent that it is based on a claim that the use of the Products as licensed in this Agreement infringes any copyright in the United States or any other country in which the Company or its affiliates directly distribute the Products as of the Effective Date or in the future, infringes any patent, or that the Products incorporate any misappropriated trade secrets. 11.1.2. The Company will have no obligation under this Section as to any action, proceeding, or claim unless: (A) The Company is notified of it promptly; (B) The Company has sole control of its defense and settlement; and (C) Reseller provides the Company with reasonable assistance in its defense and settlement.
11.2. Exclusions. The Company will have no obligations under this Section 11 with respect to

11. INFRINGEMENT INDEMNITY 11.1.

claims of infringement or misappropriation arising from (i) modifications to or improper use of the Products that were not authorized by the Company, (ii) Product specifications requested by Reseller, or (iii) the use of the Products in combination with products not provided by the Company, if such claims would not arise but for such combination. 12. LIMITATIONS OF LIABILITY
12.1. TOTAL LIABILITY. EXCEPT AS SET FORTH IN SECTION 11 AND THE EULA

AND EXCEPT IN THE CASE OF FRAUD, EACH PARTY'S LIABILITY FOR A BREACH OF THIS AGREEMENT UNDER THIS AGREEMENT WILL BE LIMITED TO THE PAYMENTS RECEIVED OR DUE (PER EXHIBIT B) FROM RESELLER UNDER THIS AGREEMENT.
12.2. EXCLUSION OF DAMAGES. EXCEPT AS SET FORTH IN SECTION 11 AND THE

EULA AND EXCEPT IN THE CASE OF FRAUD, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF TH POSSIBILITY OF SUCH DAMAGE. 13. TERM AND TERMINATION
13.1. Term. The term of this Agreement will begin on the Effective Date and will continue for

24 months unless it is terminated earlier in accordance with the provisions hereof. This Agreement may be renewed for additional periods upon the mutual written agreement of the parties, although each party acknowledges that the other is not under any obligation to do so; provided, however, that in no event will the Company be required to deliver copies of the Products to Reseller for use in specific jurisdictions until Reseller has obtained all necessary governmental approvals for this Agreement and for the distribution of the Products in the applicable jurisdiction within the Territory.
13.2. Events of Termination. Either party will have the right to terminate this Agreement if:

7
13.2.1. 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; 13.2.2. Either party will have the right to terminate this Agreement if 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 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. 13.2.3. Either party will have the right to terminate this Agreement by providing written notice three (3) months in advance of the termination date.
13.3. Effect of Termination.

13.3.1. Upon termination or expiration of this Agreement, Reseller will (except as specified in subsection 13.3.2 below) immediately return to the Company or (at the Company's request) destroy all copies of the Products and other Confidential Information in its possession or control, and an officer of Reseller will certify to the Company in writing that Reseller has done so. 13.3.2. Upon termination or expiration of this Agreement, the Company will have the option, in its sole discretion, of: (a) electing, at any time, to offer maintenance and support for the Products directly to End Users in accordance with the Company's then applicable terms and conditions for such services; or (b) permitting Reseller to continue to provide maintenance and support for the Products to its End Users at terms it deems fit and continue to use copies of the Products, to the extent needed to provide such services, pursuant to a limited license agreement to be entered between the Company and Reseller promptly following such termination or expiration.
13.4. Nonexclusive Remedy. The exercise by either party of any remedy under this Agreement

will be without prejudice to its other remedies under this Agreement or otherwise.
13.5. Survival. The rights and obligations of the parties contained in Sections 8,

(Confidentiality), 9 (Proprietary Rights), 10 (Warranty), 11 (Infringement Indemnity), 12 (Limitations of Liability), 13 (Termination) and 15 (General) will survive the termination or expiration of this Agreement. 14. NON-COMPETE. Reseller hereby undertakes, during the term of this Agreement and for the longer period of either (i) a period of twelve (12) months thereafter; or (ii) so long as the Company is entitled to payments hereunder - not to, directly or indirectly, represent, offer to represent, market, sell, distribute to any third party or otherwise engage with products that are similar in function or otherwise compete directly with the Product. 15. GENERAL
15.1. Binding Effect. This Agreement will bind and inure to the benefit of each party's

permitted successors and assigns.

15.2. Governing Law. This Agreement will be governed by and construed in accordance with

the laws of the State of ________ without reference to conflict of law principles. Any dispute or claim arising out of this Agreement will be resolved in the competent courts of ______________, which shall have sole and exclusive jurisdiction.
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.

8
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, strikes, or fuel crises, 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 days.
15.5. Notices. All notices under this Agreement will be deemed given when delivered

personally, sent by confirmed facsimile transmission, or sent by certified or registered (air) mail or nationally-recognized express courier, return receipt requested, 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 Resellership, 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. 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.

The parties have caused this Agreement to be executed by their duly-authorized representatives as of the Effective Date. Reseller: ______________________________ _______________________________ Name _______________________________ Title _______________________________ Date The Company: ________________________________ ______________Inc __________________ Name CEO Title _______________________________ Date

10
Exhibit A Products, Price List & Reseller Discounts

Software Item

BFT Part No.

Description

EU Price

1 2 3 4

Reseller Commis sion __% __% __% __%

11
Exhibit B The purchase of the Initial Stock:

Reseller Training:

The Company shall provide Reseller with 3 days of training by a Companys qualified instructor. The Training fess shall US$__________. The Reseller shall bear Companys instructors travel expenses, against a Companys invoice. And shall bear its stay costs. Such Training shall include training on lap top mounted demo and training under the attached syllabus.

12
Exhibit C Hardware Requirements

Num P/N 1 2 3 4 5 6 7 8 9

Item description

Quantity

Notes

13
Exhibit D Reseller Projected Forecast

Q1 Year 2010

Q2

Q3

Q4

14
Exhibit E Resellers Marketing Plan

15
Exhibit F End User License Agreement

16

Exhibit G Support This Schedule is intended to provide the guidance for the support services to be performed by the parties and the circumstances under which Reseller shall be entitled to receive from Company support services.
1.

Scope of Services to be Provided by the Parties: 1.1. During the Term, both parties shall maintain (i) a control center capable of receiving (a) by automatic dial-in, computer-generated reports or signals of system interruption or malfunction, and (b) by telephone or network transmission, operator reports of system irregularities; (ii) a telephone hot-line that allows Reseller to report system problems; and (iii) a trained staff capable of rendering the services set forth in this Schedule. 1.2. Reseller shall enable remote access to logs of the End User Products for troubleshooting. 1.3. Reseller will make available and provide, during 24/7 Support Hours, to End Users who have licensed the Product, Level 1 Support, as defined hereunder. Problems relating to the Product not resolved by Reseller s designated support staff, shall be escalated, by Resellers technical support response center, to Company who will provide Level 2 Support, in accordance with the terms and conditions set hereunder. 24/7 Support Hours - means 24 hours 7 days a week, excluding regularly scheduled holidays. 1.4. Company shall provide Level 2 Support to Reseller in the event that: (i) Reseller cannot solve such operational problems relating to the Product; and (ii) Reseller advises Company of the exact nature of the problem within 24 hours of its occurrence by telephone contact or e-mail in the Company Problem Report Form provided by Company. 1.5. Company shall provide Level 3 On Site Support to Reseller in the event that: (i) Company & Reseller cannot solve such operational problems remotely under level 2 Support (ii) Reseller advises Company of the exact nature of the problem within 2 weeks hours of its occurrence by telephone contact or e-mail in the Company Problem Report Form provided by Company. 1.6. Level 1 Support shall consist of the following: Maintaining a support center which is staffed during 24/7 Support Hours and which can be accessed via Tel and via email 1.6.1.Allocating enough resources and trained personnel with specific knowledge to respond promptly to calls from End Users; 1.6.2.Responding to End Users calls within the same business day and making a good faith effort to solve such End Users problems. Reseller shall immediately inform Company about any End User problems and calls that remain unsolved for 2 working days, or more. 1.7. Level 2 Support shall consist of the following: 1.7.1.Maintaining a Level 2 support center which will be staffed by trained personnel during 24/7 Support Hours and which can be accessed via Tel: and via email:.

17
1.7.2.Responding to Resellers calls within the same business day. Company may request additional information required to analyze the problem. 1.7.3.For each new call received by Company Level 2 support center from Reseller, Company shall inform Reseller within 3 working days on the calls status. 1.7.4.Company shall include maintenance modifications in all subsequent releases of the Product. Company shall not be responsible for correcting errors in any version of the Product other than the most recent release of the Product, provided that Company shall continue to support prior releases superseded by recent releases for a reasonable period sufficient to allow Reseller to implement the newest release, not to exceed 90 days. 1.8. Level 3 On Site Support shall consist of the following: 1.8.1.A Companys Engineer to travel to End user Site within 2 weeks as of first notice of occurrence of the problem. 1.8.2.Additional payment by Reseller or End user of travel expenses and stay of such engineer, plus $500 per day as consulting fees. 2. Proprietary Rights 2.1. To the extent that Company may provide any updates, upgrades, maintenance modifications or enhancements or any other Product, including any new Products or components, or any compilations or derivative works (collectively - Products) Reseller and/or End Users (respectively) may use the Products only under the terms, conditions and restrictions set forth in this Agreement. 2.2. The Products, including any associated Intellectual Property rights, are and shall remain the sole property of Company, regardless of whether Reseller and/or End Users (or any of their employees, or contractors) may have contributed to the conception of such work, joined in the effort of its development, or paid Company for the use of the Product. 2.3. In this Agreement Intellectual Property shall include: all intangible legal rights, titles and interests evidenced by or embodied in (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents (whether in the form of utility patents or design patents), patent applications (whether pending or not), and patent disclosures, together with all reissuances, continuations, continuations-in- part, revisions, extensions, and reexaminations thereof; (ii) all trademarks, service marks, trade dress, designs, trade styles, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith; (iii) any work of authorship, regardless of copyright ability, all compilations, all copyrightable works, all copyrights (including the droit morale) and all applications, registrations, and renewals in connection therewith; (iv) all trade secrets and confidential information, proprietary processes and formulas; (v) the Product (including software source and object code, algorithms, architecture, structure, display screens, layouts, development tools data and related documentation), (vi) all other proprietary rights, industrial rights and any other similar rights, in each case on a worldwide basis, and all copies and tangible embodiments thereof, or any part thereof, in whatever form or medium.
3.

Disclaimer of Warranty and Limitation of Liability.

18
EXCEPT AS EXPRESSLY SET FORTH IN THIS SCHEDULE AND IN THE AGREEMENT, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE PRODUCTS OR THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In no event shall Company cumulative liability for any claim arising in connection with this Schedule exceed the total Support Services Fees and charges paid to Company by Reseller and/or an End User. In no event shall COMPANY be liable for any indirect, consequential, special, exemplary, or incidental damages of whatever kind and however caused, even if Company knew or should have known of the possibility of such damages.
4.

Limitation of Liability. No action, whether based in contract, strict liability, or tort, including any action based on negligence, arising out of the performance of services under this Schedule, may be brought by Reseller and/or an End User more than 2 years after such cause of action accrued