Autonomic

1. Right of Value Added Reseller Distribution. Subject to the terms of this Agreement, Reseller is granted the non-exclusive right to purchase from Publisher and resell to end users the prepackaged software products described in Exhibit A (the “Products”) with Value Added. For purposes of this agreement, Value Added shall mean that the software will be resold only as part of an option, or inherent feature of a product otherwise sold by the Reseller. Approved embodiments of a Value Added resale include a) inclusion as pre-installed software on a PC, b) resale of the software as part of a professional installation, c) inclusion as an inherent feature or option sold together with other pre-packaged software, or d) resale of the software together with a touch panel device. All other embodiments of Value Added resale must be approved by Autonomic Controls by way of an an amendment to this agreement. Reseller shall use reasonable commercial efforts to promote the sale of the Products. Reseller may not sell to other reseller or distributor.

2. Ordering and Shipping. All orders are subject to acceptance by Publisher. Publisher will use reasonable efforts to deliver accepted orders within 2 business days of receiving order, but Publisher nor will not be liable to Reseller or any third party for any delay, error or failure in filling orders. Publishers may allocate inventory or license keys on whatever basis that Publisher determines in its discretion. For physical goods, products are shipped to Reseller F.O.B delivery of the Products to a common carrier. Reseller shall reimburse Publishers for all shipping charges. Title and risk of loss shall pass to Reseller upon delivery of Product to the carrier.

3. Payment. Unless otherwise provided for in Amendment A of this contract, all initial orders must be pre-paid. All subsequent orders must also be prepaid unless Publisher approves the use of Reseller’s purchase orders. All purchase orders are subject to approval by Publisher. Publisher will use reasonable efforts to promptly approve Reseller’s Purchase Order Request. Publisher may deny or withdraw its approval of the use of purchase orders at any time in its discretion. Payment for orders placed by purchase order is due thirty (30) days from the date of shipment. Payment must be made directly to Autonomic Controls, Inc. by wire transfer, credit card (Visa, American Express, MasterCard, Discover) or check as directed by Autonomic Controls, Inc.. Reseller agrees to pay a late payment charge of 1.5% upon unpaid balances past due. If Reseller is late in payment 2 consecutive months Reseller will be put on 60 days probation. During the probation period Reseller may not order more Product until all prior invoices are paid.

4. License Keys. License keys distributed by the Publisher to the Reseller should be considered as currency. The Reseller agrees to take full responsibility for the safeguarding of the License Keys. Autonomic Controls utilizes an internet based registration system, which logs a users IP address, and is matched to our internal records indicating what party the key was registered to. The Resellers account name will be associated with all keys issued to the Reseller. Once a License Key has been registered by any party, there is no facility to un-register keys, and the license will be considered to have been sold. At the Resellers discretion, License Keys will be issued as single use keys, or multi-use keys (which can be used to register multiple licenses). License Keys which have been registered to their fully authorized quantity have no value.

5. Pricing and Taxes. Reseller’s price per Product for an order is set forth in Exhibit A (to be provided to reseller upon execution and acceptance of this agreement). All pricing and fees stated above are exclusive of taxes and other fees. Except for taxes based on Publisher’s income, Reseller shall pay any federal, state, local and foreign taxes, fees or duties imposed on the sale, export, use or possession of the Products, including penalties and interest. Reseller will promptly pay to Publisher in amount equal to any such items actually paid or required to be collected and paid by Publisher. Publisher may, in its discretion, change the purchase price or suggested retail price upon notice to Reseller and Exhibit A shall be deemed amended accordingly.

6. Software. Publisher retains all Ownership rights to all applicable copyrights, trade secrets trademarks, service marks, trade names and other intellectual property rights in the Products. Reseller shall not (i) copy, modify or reproduce a Product or accompanying documentation in any way, (ii) reverse engineer, disassemble, or decompile a Product, (iii) remove, obscure or alter the Publisher’s proprietary notices, any accompanying End User License Agreement or other documentation for a Product, (iv) incorporate a Product into any other software or hardware product, or (v) private label any Product or any portion thereof or include any other party’s marks or legends on a Product or any portion thereof. Any documentation accompanying a software product shall also be deemed part of the Product and delivered to each end user as a complete Product.

7. Acceptance. Upon Reseller’s receipt of all items, the order shall be considered complete and accepted with no right of revocation or return.

8. Product Updates. Publisher may from time to time release Product versions or replacement Products meant to supersede existing Products and revise Exhibit A to reflect such new Product(s). License Keys issued to Reseller are certified to work with all new versions of the same product, and the Reseller shall be entitled to the most current version of the product available. This is not meant to entitle Reseller to new products, which are available in addition to existing products held in inventory by Reseller. The right of current version does not include any Products purchased under any prior Reseller agreement with Autonomic Controls, Inc. Product upgrades are available directly at Publisher’s web site.

9. Trademarks. Publisher grants Reseller a non-exclusive, royalty free license to use the Publisher’s trademarks, service marks, and trade names for the purpose of advertising, promoting, merchandising and marketing the Products. Reseller agrees that all such material relating to the Product shall identify the Publisher as the source of the Products and otherwise comply with the Publisher’s reasonable Trademark guidelines as developed and/or modified by Publishers from time to time. Reseller will discontinue all use of Publishers marks and names promptly upon the termination or expiration of this Agreement.

10. Warranties. The media on which the Product software is furnished is warranted to be free of defects in workmanship and material under normal use for a period of sixty (60) days from the date of sale to the end user. Publisher’s sole responsibility and Reseller’s exclusive remedy under this warranty will be to receive either (a) reasonably prompt replacement of the media following return to Publisher of the defective Product (at Publisher’s expense, or (b) a full refund of the Product purchase price paid by Reseller, as Publisher determines in its discretion.

Reseller and its end-user customers alone are responsible for determining if the Product meets their particular needs, for installing the Product software, and for the results obtained.

THE PRODUCTS (INCLUDING ANY SOFTWARE) ARE PROVIDED “AS IS” WITHOUT WARRANTY, EXCEPT FOR THE MEDIA WARRANTY PROVIDED ABOVE. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND PUBLISHER EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES AS TO ANY PRODUCTS PROVIDED UNDER THIS AGREEMENT. IN NO EVENT SHALL PUBLISHER BE RESPONSIBLE FOR ANY LOSS OF PROFIT OR OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE, EVEN IF PUBLISHER HAD BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGE. PUBLISHER’S LIABILITY ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNT OF THE INITIAL ORDER AMOUNT SET FORTH ON THE ORDER FORM FOR THE PRODUCT.

Publisher reserves the right to change the warranty policy set forth in the limited warranty contained in the End User License Agreement at any time without further notice and without liability to Reseller or any other person.

11. Relationship of Parties. Publisher and Reseller are independent companies and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

12. Term and Termination. This Agreement shall commence on the Effective Date set forth above and shall continue for an initial term of one (1) year. Thereafter, this Agreement shall automatically renew for additional one-year periods, unless Publisher or Reseller provide notice of non-renewal at least 60 days prior to the renewal date. This Agreement may be terminated by Publisher if Reseller does not pay amounts invoiced within 10 days of when due. Either party may terminate this Agreement (a) upon not less than 30 (thirty) days' prior written notice in the event of a material breach of this Agreement by the other party (other than a breach described in Section 12.2) and the failure of such other party to cure such breach within an additional 30 (thirty) day period; (b) a receiver is appointed for the other party or its property; (c) the other party makes, or attempts to make, an assignment for the benefit of its creditors; (d) any proceedings are commenced by or for the other party under any bankruptcy, insolvency, or debtor's relief law; or (e) the other party liquidates or dissolves or attempts to liquidate or dissolve. The expiration or termination of this Agreement, for whatever reason, will not discharge or relieve either party from any obligation which accrued prior to such expiration or termination, will not relieve any party that has breached this Agreement from liability for damages resulting from such breach, and will not destroy or diminish the binding force and effect of any of the provisions of this Agreement that expressly, or by reasonable implication, come into or continue effect on or after expiration or termination hereof.

13. Post-Termination Actions. Upon expiration or termination of this Agreement for any reason, the parties shall have the following rights and obligations: The due date of all outstanding invoices for the Products shall automatically accelerate so that they become due and payable on the effective date of termination, even if longer terms had been previously provided. All orders or portions thereof remaining unshipped as of the effective date of termination shall automatically be cancelled, provided that Publisher shall furnish Products in accordance with any of Reseller orders outstanding to its customers prior to the date of notification of such termination that do not call for delivery of Products beyond sixty (60) days from the date of such notification. Provided Reseller is not in material breach of this Agreement, Reseller shall have the right to use Publisher’s trade names, trademarks and service marks to promote inventory of Products after the expiration or termination of this Agreement; provided, however, such right shall continue only so long as Reseller is actively attempting to sell Products remaining in its inventory following termination of this Agreement (which period shall not in any event exceed 180 days).

14. Exporting and Compliance with Laws. Reseller shall be exclusively responsible for the procurement and renewing of all export or import licenses required under the United States or foreign law for the export or import of the Products and shall pay all costs and other expenses in connection with such procurement and renewal. Reseller agrees to comply with any applicable export or import laws of the United States or any foreign country with respect to the export of the Products from the United States. Reseller shall be exclusively responsible at its own expense for compliance with all local laws relating to the Products in the countries in which Reseller sells the Products.

15. General Provisions. This agreement supersedes all prior agreements, proposals, representations and communications between the parties relating to the subject matter herein. In the case of conflict between this Agreement and Reseller purchase orders issued for the Products, the terms of this Agreement shall prevail. Reseller and Autonomic Controls, Inc. agree that this Agreement and the Products including all information related to the Products that is disclosed to the Reseller as a result of this Agreement, (i) constitutes the proprietary and confidential information of Publisher; (ii) shall be used by the Reseller only as required to exercise the license granted under this Agreement; and (iii) shall be held in confidence and shall not be made available in any form to any person or entity other than Reseller, without the express written consent of Publisher. Publisher agrees that the Reseller shall be permitted to disclose relevant aspects of the Products and related Publisher information to its customers, but solely to the extent that such disclosure is directly related to the customers use of the Product and provided that the Reseller shall take all reasonable steps to ensue that the Product is not duplicated in contravention of the Agreement. This Agreement shall be interpreted under the laws of the State of New York without regard to conflicts of law principles. This Agreement is not assignable by Reseller. Any amendments or waivers of this Agreement must be in writing signed by both parties. In any action between the parties to enforce any term of this Agreement, the prevailing party shall be entitled to recover reasonable expenses, including reasonable attorneys’ fees. Any notice required to be given by either party to the other shall be deemed given if in writing and actually delivered to the party at the address set forth above (including by facsimile and electronic mail).