EXHIBIT A: LICENSED PROGRAMS and SPECIFICATIONS

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1 EXHIBIT A: LICENSED PROGRAMS and SPECIFICATIONS POSLavu software is currently built on Apple OS platforms and used with Apple multi-touch devices, wireless thermal and receipt printers,. It is available at three (3) different levels of functionality, depending on the type and size of business in which it will be used. There is currently only one retail version, for smaller stores, in use. 1. Silver - For Quick-Service restaurants and small retail stores (Ex: counter-service deli, hair salon, donut shop). Software license limits use of only 1 ipad at a time, 1 wireless printer, 1 cash drawer, and a maximum of 5 total users. There is no version of the ipod Touch /iphone application available at this level. One location per license. Features include: Remote Back-End Office with various reporting options Basic, intuitive interface for order-by-order sales Inventory system Timesheets, Employee Clock-In/Clock-Out Quickbooks Integration 2. Gold - For full-service casual dining, small to medium sized restaurants (Ex: sushi, BBQ, traditional American cafe) Software license limits use of 2 ipad units at a time, 5 wireless printers, 2 cash drawers, and a maximum of 10 users. Up to 5 ipod Touch /iphone units will be supported with specialized front-end software for these mobile devices. One location per license. Features include everything from the Silver level, plus: Full table layout w/ backend management Split check function Order Assignment by Seat Number Automatic Routing to multiple printers Customizable Reports on the Back-End 3. Platinum - For Fine Dining and Large restaurants (multi-course French cuisine, large Italian restaurant, Steakhouse) Software license grants unlimited ipad units, wireless printers, cash drawers, users, and ipod Touch /Iphone device support. One location per license. Page 1 of 19

2 Features include everything from the Gold level, plus the following features (still under development): Course planning, send different parts of an order at different times automatically Advanced inventory system, sort usage by staff member, shift and easy upload of newly purchased stock Upsale/Promotion feature, managed on backend to instantly prompt specials, encourage certain items Table Reservation system, integration with WebLavu website* Changes to the description of licensed products will be provided to Reseller as necessary. This will occur as new versions of the product are rolled out. This agreement covers any new versions of the Product rolled out during the duration of this agreement. Page 2 of 19

3 EXHIBIT B LICENSOR AUTHORIZED RESELLER PROGRAM Licensor Authorized Resellers are organized into the following three tiers: Registered Agent 20% Quota of 50 Units or less per year Standard Agent 25% Quota of Units per year Premium Agent 30% Quota of more than 200 per year Reseller only receives a share of the software sale after 30 days if they refer the sale to Company, and the client does not demand a refund before the 30-day refund period is over. Page 3 of 19

4 EXHIBIT C PRICING 1. General Pricing Terms Reseller may not increase or decrease the pricing of any Licensor products at any time. All pricing is set by the Licensor. Licensor may change its applicable pricing without notice or liability at any time prior to Order acceptance. Any Order accepted by Licensor before a price change takes effect shall be invoiced at the previous price. Licensor may at any time remove from or add to the list of Licensed Products available for resale by Reseller as provided or made available by Licensor from time to time, in conjunction with changes to its company-wide product configurations and offerings, without advance notification to Reseller. Reseller acknowledges its responsibility to confirm the availability of any particular Product from Licensor before placing an Order for such Product. Any discounts provided by Licensor for products that are not part of any Pricing will be subject to Licensor s pricing and discount guidelines and shall be established at Licensor s sole discretion. Except as expressly authorized by Licensor in writing, no Pricing shall be construed as applicable to any products not listed in the authorization of such Pricing or any other modification to this Agreement. 2. Taxes Reseller shall pay all taxes, tariffs, fees, duties, levies or other public levies imposed in connection with Reseller s activities as a Reseller in connection with this Agreement. Prices quoted pursuant to this Agreement do not include existing or future taxes, sales taxes, tariffs, fees, duties, or other levies that may be applicable to the Products sold under this Agreement. If such additional charges (but excluding taxes on Licensor s income) are required to be withheld, collected or paid, then Licensor shall be entitled to add them to the price payable by Reseller unless a valid exemption certificate is provided to Licensor. Page 4 of 19

5 EXHIBIT D SALES TARGETS All Resellers are required to sell a minimum of 10 licensed units of software or the equivalent value of 10 Silver-level licenses from any combination of licenses to achieve 10 licensed units from other levels by following these equivalency guidelines: 1 Silver license = 1 licensed unit 1 Gold license = 2 licensed units 1 Platinum license = 4 licensed units Any Reseller must maintain minimum annual sales of the equivalent of 10 licensed units unless specifically exempted from such requirements by a separate contract between the Licensor and Reseller. In cases of exclusivity, the Reseller must make significant progress every quarter towards capturing the determined share of total market identified in the exclusivity contract for that geographic region or market segment. The definition of significant progress is set forth explicitly in each exclusivity contract, and will be referenced on a quarterly basis to determine if exclusivity will continue to be granted for a Reseller based on performance. A Reseller without exclusivity is expected to maintain an active sales effort at all times. All Resellers must complete regular, online training sessions by the deadlines specified in advance by Lavu Inc. Page 5 of 19

6 EXHIBIT E END USER AGREEMENT By signing the Reseller Agreement, the Reseller also agrees to all guidelines and restrictions contained in the End User Agreement for use of the software. Page 6 of 19

7 EXHIBIT F TRADEMARKS and BRANDING/USAGE GUIDELINES The POSLavu Corporate logo ("Logo") may only be used pursuant to the guidelines in this document to identify POSLavu, or POSLavu products or services. Any use that falls outside what is outlined herein is strictly prohibited. 1. The Logo may be used by LICENSORs only to refer to POSLavu : (i) in advertising, marketing collateral, or a Web site that states the LICENSOR's connection with POSLavu (for example, the material states that the LICENSOR is an authorized reseller of POSLavu products), or (ii) in an area of a Web site, advertising, or marketing collateral exclusively dedicated to the sale of POSLavu products, and in such a manner that associates licensed POSLavu software with the POSLavu corporate logo. 2. The Logo may not be used on any LICENSOR product casing or packaging. 3. The Logo may not be used in any manner that might imply that any non-poslavu materials-including but not limited to goods, services, Web sites, or publications-are sponsored by, endorsed by, licensed by, or affiliated with POSLavu. 4. The Logo may not be displayed as a primary or prominent feature on any non-poslavu materials. Companies that use the Logo pursuant to these guidelines must also display, in the primary and more prominent position, their own logo(s), business name, product names, or other branding. 5. The Logo may not be imitated or used as a design feature in any manner. 6. The Logo may not be used in a manner that would disparage POSLavu or its products or services. 7. The Logo must be used as provided by POSLavu without changes including, but not limited to changes in the color, proportion, or design, or removal of any words, artwork, or trademark symbols. The Logo may not be animated, morphed, or otherwise distorted in perspective or appearance. 8. The Logo must always be at least 60 pixels in width. 9. The Logo must appear only in a horizontal position. 10. The Logo must stand alone and may not be combined with any other object, including but not limited to other logos, words, graphics, photos, slogans, numbers, design features, or symbols. The Logo must never be used to represent the word POSLavu in text, including in a headline, product-name logotype, or body copy. Page 7 of 19

8 11. The Logo must not be incorporated or used in any manner as part of, or in close proximity to another company's name, domain name, product or service name, logo, trade dress, design, slogan, or other trademarks. The Logo must never appear with any other symbol or icon (except the registered trademark symbol); contained within a box, circle, or other shape; or combined with any other name, logo, or icon to create a co-branded logo. 12. The attribution clause "POSLavu is a trademark of the Lavu, Inc." must accompany use of the Logo. 13. Neither the Logo nor the POSLavu name may be used in any LICENSOR company name, product name, service name, domain name, Web site title, publication title, or the like. 14. LICENSOR advertising and product information should not mimic any POSLavu advertising, product packaging, or Web site design. POSLavu reserves the right in at its sole discretion to terminate or modify permission to display the Logo, and may request that you modify or delete any use of the Logo that, in the POSLavu's sole judgment of POSLavu, does not comply with these guidelines, or might otherwise impair POSLavu's rights in the Logo. POSLavu further reserves the right to object to unfair uses or misuses of its trademarks or other violations of applicable law. Additional Guidelines for Advertising Collateral, Marketing, and Product Packaging Do not imitate POSLavu logos, logotypes, trade dress, or other elements of POSLavu product packaging and Web sites in any of your materials, including advertising, product packaging, Web sites, and promotional materials. Do not use any POSLavu trademark in any manner that expresses or implies POSLavu affiliation, sponsorship, endorsement, certification, or approval of your product or company. The only exception to this applies to specific products that are licensed to use one of the POSLavu compatibility logos, such as the Designed for Apple Multi-touch Devices logo. Do not place your company name, trademarks, service marks, or product names next to (or combine them with) a POSLavu product name on packaging, disk labels, or advertisements, unless it is used in conjunction with An Authorized Reseller for POSLavu. Do not use any POSLavu trademark in such a manner that it appears POSLavu is legally associated with your company, beyond your company's authorization to distribute authentic POSLavu products. Page 8 of 19

9 Do not market your products or services under names that are confusingly similar to the names of those POSLavu products you are licensed to distribute. Display your company or product name more prominently than any POSLavu trademark on all materials. Retain all copyright, trademark, and patent notices in POSLavu software and documentation from POSLavu. You must comply with any notice from POSLavu to change any of the copyright, trademark, or patent notices. Market POSLavu products under the name and version numbers identified by POSLavu, and designate POSLavu trademarks with the appropriate and TM symbols. If requested, you must supply POSLavu with samples of finished product and marketing materials that contain any POSLavu trademarks prior to shipping them. If you are aware of any trademark infringement actions that arise from your use of the POSLavu product name, advise POSLavu promptly. Page 9 of 19

10 EXHIBIT G TRADEMARK LICENSE AGREEMENT THIS AUTHORIZED RESELLER AGREEMENT is entered into as of this day of, 20 ("Effective Date") between, a with principal place of business at ( Reseller ), and Lavu, Inc., a New Mexico Corporation doing business as POSLavu with principal place of business at 8131 Corte Del Viento NW, Albuquerque, NM ( Licensor ). (Licensor and Reseller hereafter individually a Party and collectively the Parties ). WHEREAS, Licensor owns good and valuable Licensor Marks and logos; and WHEREAS, Reseller wishes to use the Licensor Marks described in Schedule A attached hereto (the Licensor Marks ) in conjunction with the Reseller Agreement and in accordance with Licensor s terms and conditions described below. NOW THEREFORE, the Parties hereby agree as follows. 1. Grant of License. Subject to and conditioned on compliance with this License Agreement, Licensor hereby grants Reseller a non-exclusive, royalty-free right to use the Licensor Marks listed in Schedule A attached hereto for the purposes contemplated in the Reseller Agreement, and otherwise in order to fulfill its obligations thereunder. All rights of ownership and use of the Licensor Marks and any translations or derivative works thereof shall at all times remain vested solely and exclusively in Licensor. Reseller has no right to use any Licensor Marks, service marks, logos or any other Licensor intellectual property other than as specifically stated in this Agreement and in Schedule A, without Licensor's prior express written permission. 2. TRADEMARK USE 2.1. Reseller shall include appropriate trademark attribution language in close proximity to its first use of the Licensor Marks in any medium (including any screen display), or in a location to which users are directed for statements concerning ownership of Reseller intellectual property rights. In any other use of the Licensor Marks, Reseller shall include appropriate trademark attribution language in all promotional materials as more stated in Licensor s branding guidelines which Licensor shall make available to Reseller. Page 10 of 19

11 2.2. Reseller may not use or reproduce the Licensor Marks in any way other than as provided in Licensor s branding guidelines, which Licensor may modify from time to time in its discretion. In no event shall Reseller use the Licensor Marks to imply or give the impression that Reseller is anything other than a licensed distributor of the Software defined in the Reseller Agreement Reseller shall supply Licensor with a specimen of each of its uses of the Licensor Marks for Licensor s approval before first public release of such use as specified in Section 2.4 of the Reseller Agreement. 3. OWNERSHIP OF LICENSOR MARKS 3.1. All ownership rights in the Licensor Marks belong exclusively to Licensor. Reseller has no ownership rights in the Licensor Marks and shall acquire no ownership rights in the Licensor Marks as a result of its performance (or breach) of this License Agreement. All use of the Licensor Marks or variations thereon shall inure solely to the benefit of Licensor. Upon termination of this License Agreement all rights of Reseller to use the Licensor Marks shall terminate immediately except as otherwise provided herein Reseller agrees: to take no action that will interfere with any Licensor rights in and to the Licensor Marks; not to challenge Licensor's right, title or interest in and to any of the Licensor Marks or the benefits therefrom; not to make any claim or take any action adverse to Licensor's ownership of the Licensor Marks; not to register or apply for registrations, anywhere, for the Licensor Marks or any other mark similar to or which incorporates the Licensor Marks; not to use any mark which is confusingly similar to the Licensor Marks; and on Licensor request to sign any documents, including assignments, that may be necessary for Licensor to secure and maintain its ownership in the Licensor Marks During and after the term of this License Agreement, Reseller shall assist Licensor as necessary to procure and/or expand any protection of the Licensor Marks, including trademark and domain name registration, and Reseller agrees to execute all documents deemed reasonably necessary to procure such protection in Licensor s name. Licensor shall reimburse Reseller for reasonable expenses incurred in assisting Licensor pursuant to the provisions of this paragraph. Page 11 of 19

12 4. TRADEMARK PROTECTION 4.1. Reseller shall notify Licensor within ten (10) business days if Reseller learns of: any uses of, or any application or registration for, a trademark, service mark or trade name that conflicts with or is confusingly similar to the Licensor Marks; any acts of infringement or unfair competition involving the Licensor Marks; or any allegations or claims whether or not made in a lawsuit, that use of the Licensor Marks by Licensor or Reseller infringes the trademark or service mark or other rights of any other entity Licensor may take whatever action it deems necessary or desirable to protect the validity and strength of the Licensor Marks, at its expense. Reseller shall at Licensor's expense comply with all reasonable requests from Licensor for assistance in connection with any action regarding Licensor Marks that Licensor may take Reseller shall not institute or settle any claims or litigation affecting any rights in and to the Licensor Marks without Licensor's prior written approval. 5. WARRANTIES; LIMITATION OF LIABILITY 5.1. Licensor makes no warranties of any kind as to the Licensor Marks, including the validity of Licensor's rights in the Licensor Marks in any country, and disclaims any and all warranties otherwise imposed or implied by applicable law, including warranties against infringement of third-party marks and similar rights In no event shall Licensor be liable for any damages (including, without limitation, loss of profits) arising from or related to Reseller's use of the Licensor Marks, even if Licensor has been advised of the possibility of such damages. 6. Life of Agreement. The term of this License Agreement shall be contemporaneous with the term of the Reseller Agreement; provided, however, that either Party shall have the right to terminate this Agreement with or without cause upon thirty (30) days written notice. If the Reseller Agreement is terminated or expires, this License Agreement shall likewise contemporaneously terminate or expire and be of no further force and effect. From and after termination or expiration of this License Agreement, Reseller shall cease and desist from all use of the Licensor Marks. If Reseller breaches this License Agreement, Licensor shall notify Page 12 of 19

13 Reseller of the breach in writing, and Reseller shall have thirty (30) days from receipt of such notice to cure the breach. If Reseller fails to do so, then it shall cease use of the Licensor Marks immediately thereafter. 7. Assignability. This License Agreement shall bind the successors and assigns of both Parties. Reseller shall not assign, sublicense, make available or otherwise transfer or disclose any right to use or otherwise enjoy any Licensor Mark without Licensor s prior written consent. 8. Governmental Licenses, Permits and Approvals. Reseller shall, at its expense, obtain and maintain all licenses, permits and approvals required by all governmental authorities with respect to this License Agreement. Reseller shall comply with any requirements of such governmental authorities for the registration or recording of this License Agreement. In fulfilling this requirement, Reseller shall, enter into and file, if possible, a substitute document such as a Trademark User Agreement, in place of this Agreement, in order to obtain the benefits of filing without actually filing this Agreement. At Licensor's request, Reseller shall furnish to Licensor written evidence from such governmental authorities of any such licenses, permits, clearances, authorizations, approvals, registration or recording. 9. Survivability. Rights and obligations under this License Agreement which by their nature should survive, including, but not limited to, all rights and obligations in Sections 3, 5, 6, 7, 9, 10, and 11 will remain in effect after termination or expiration hereof. 10. Governing Law, Dispute Resolution & Relationship of the Parties. The governing law, dispute resolution and Relationship of Parties provisions in the Reseller Agreement control this Agreement. 11. Conflicts. Should there be any conflict between this License Agreement and the Reseller Agreement regarding any matter relating to the Licensor Marks or any other mark, design or trade dress of Licensor, this License Agreement shall control. IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement by their respective duly authorized representatives to be effective as of the Effective Date first written above. Lavu, Inc. DBA POSLavu Signature: Printed Name: Reseller Signature: Printed Name: Page 13 of 19

14 Title: Date: Title: Date: Page 14 of 19

15 EXHIBIT H INTERNATIONAL RESELLER ADDENDUM to LICENSOR AUTHORIZED RESELLER AGREEMENT This International Reseller Addendum ("Addendum") forms part of the Licensor Authorized Reseller Agreement ("Agreement") to which it is attached. All defined terms used herein shall have the same meaning as stated in the Agreement. The following terms shall replace or amend their corresponding numbered provisions in the Agreement, or shall be newly added as numbered. 3.4 Local Registration. Reseller hereby agrees to cooperate with Licensor to the extent necessary for Licensor to register and establish Licensor s full legal rights to the Trademarks, or any of them, in Reseller s country, at such time as Licensor shall determine, and further agrees not to contest or take any action which would have the effect of impeding Licensor s application for such registration or the successful completion of such registration of the Trademarks, or any of them. This obligation shall survive the expiration or termination of this Agreement Invoice and Payment Terms. Payment shall be made at the time software is downloaded.. The invoice shall include all charges relating to that shipment as well as any other charges owed by Reseller. Reseller shall pay all taxes, tariffs, fees, duties, levies or other charges that are levied or asserted by any public authority in connection with Reseller s activities as a Reseller by reason of or in connection with this Agreement. Unless otherwise specified in an Order, Reseller shall pay for Licensor Products in U.S. Dollars or other agreed currency net thirty (30) days from the date of Licensor s invoice to Reseller. At Licensor s sole discretion, Reseller may pay Licensor for Licensor Products using any of the following methods: (i) standard net 30 terms pursuant to Licensor s invoice, (ii) the opening of an irrevocable at-sight letter of credit in favor of Licensor at an international bank headquartered in the United States and acceptable to Licensor, or (iii) direct wire transfer payment to a Licensor bank account at a bank designated by Licensor. Licensor shall have the exclusive right to designate where and how such payments shall be made. 4.5 Delivery. Delivery of product is through internet based download. 6.5 Compliance with Laws. Reseller shall (a) comply with all laws, restrictions and regulations of any government, agency or authority applicable to its activities hereunder and to distribution of the Licensed Products in the Territory; (b) use the Licensed Product(s) only in strict compliance with any reasonable instructions provided by Licensor; and (c) cooperate fully with Licensor in respect of the performance by Licensor of this Agreement. Reseller shall, and shall: (i) conduct business in a manner that reflects favorably at all times on Licensor and the Licensed Page 15 of 19

16 Programs, (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Licensor, the Licensed Programs, or the public; (iii) make no false or misleading representations with regard to Licensor or the Licensed Programs; (iv) not publish or employ, or cooperate in the publication of, any misleading or deceptive advertising material with regard to Licensor or the Licensed Products; (v) to the extent permitted by the applicable law, make no representations, warranties or guarantees to customers or the trade regarding the Licensed Programs that are inconsistent with those provided by Licensor; and (vi) not enter any contract or engage in any practice detrimental to Licensor s interests in the Licensed Programs. Reseller acknowledges that the Licensor Products sold to it hereunder will be United States domestic configurations, and agrees that it shall act so as, and shall cooperate with Licensor to the extent necessary, to comply with export laws and regulations of the Governments of the United States and any other country that may apply to the export and/or import of Products, and to obtain any licenses required for export or import thereof. Reseller shall bear any and all responsibilities, costs and liabilities associated with any export or shipment of the Products, or any of them, to a destination outside the United States. Reseller may sell Licensor Products only to end-users within the Territory and agrees not to export or re-export any of the Products or any parts or components thereof, including Programs and components, or any product or system containing any Licensor Product (or component thereof) as a component of such product or system, to any location(s) outside the United States without first obtaining Licensor's approval and, if required, the permission of the U.S. Departments of Commerce or State, either in writing or as provided by an applicable regulation. This requirement shall survive the termination or expiration of this Agreement. Reseller further agrees not to transact business with any person or firm identified by the U.S. Departments of Commerce or Treasury as being denied the right to receive any U.S. product Reseller agrees to comply with any import regulations and registration requirements in any country outside the United States where Reseller does business or deals in the Licensed Products, as well as any applicable United States regulations, licensing or other requirements, with respect to the Licensed Products and/or their resale outside the United States, including but not limited to the Foreign Corrupt Practices Act ("FCPA"), 15 U.S.C. 78dd-1, et seq Reseller shall at its own expense and risk undertake any or all of the following to the extent required by applicable law or regulation: a) obtain such approvals, testings, reviews, and certifications, and make any filings necessary for compliance with any multinational (e.g. European Union), national, regional, local laws and regulations affecting Reseller s activities as a Reseller of Licensed Products and/or the sale and salability of Licensed Products in Reseller's Territory, including by way of example, but not limitation, the sale of Licensed Products in the Territory, the importation and re-export of such Licensed Products into and out of the Territory, and any electrical safety, environmental, Page 16 of 19

17 recycling and similar requirements relating or applicable to Licensed Products or packaging materials; b) ensure and declare that all Licensed Products comply with any local, regional, national, or international requirements, procure and affix required product safety and certification markings and notified bodies' number(s) to Licensed Products, draw up, sign and maintain any required declarations of conformity, and keep all such declarations and technical documentation at the disposal of relevant government authorities; c) be solely responsible for receiving, responding to, and acting on any and all communications from relevant government authorities with respect to any of the foregoing; d) exert best efforts to complete all of the above in a timely fashion, acknowledging that time is of the essence for each such item; and f) undertake and perform such other activities as Licensor may request in furtherance of any of the foregoing. 8.3 Reseller represents and warrants that i) it is duly organized and in good standing as a corporate entity in its home jurisdiction and has, and will maintain throughout the Term of this Agreement, all legal rights, powers, privileges and capacities necessary to fulfill its obligations under this Section and this Agreement generally; ii) it has fully informed Licensor in writing of any provisions of the law of any country or international organization outside the United States where Reseller does business or uses the Products that would render any rights provided to Licensor under this Agreement invalid or unenforceable, render any limitations of liability under this Agreement ineffective, treat Reseller as an agent or employee of Licensor and not as an independent contractor, grant Reseller any exclusive rights not granted by this Agreement, make the choice of law in this Agreement ineffective, or otherwise be inconsistent with any of the terms of this Agreement, and that no such legal impediment exists. Reseller further agrees that it shall notify Licensor of any such legal impediment, if any arises after the execution of this Agreement, and which has not previously been disclosed to Licensor. Upon any such notification, this Agreement may be terminated by Licensor pursuant to its terms. Failure of Reseller to provide any such notice shall constitute a material breach of this Agreement This Agreement may be terminated at any time, with or without cause, by either party giving 30 days written notice to the other party, provided, however, that the parties may agree in writing to a shorter notice period. The termination of this Agreement shall not affect the obligations of either party under any Orders dated and accepted prior to the effective date of termination. Anything stated herein to the contrary notwithstanding, this Agreement shall be terminable by Licensor immediately if, in Licensor s reasonable opinion, any element or change of law, regulation, or government requirement in Reseller s country, whether in force as of the Effective Date hereof or thereafter enacted, regardless of form, may or will materially alter Page 17 of 19

18 Licensor s rights or policies as stated herein, or if compliance with such law, regulation or requirement threatens to compel Licensor to engage in business in a manner which conflicts with its standard policies or practices in order for it to continue doing business in Reseller s country Reseller agrees to indemnify, defend and hold harmless Licensor and its officers, directors, employees and agents from and against any and all suits, actions, claims, losses, judgments, damages, liabilities, settlements, costs and expenses (including reasonable attorneys fees) arising from or related to any third party claim, suit or proceeding brought against Licensor as a result of any use or distribution of the Licensed Products by Reseller, from any failure by Reseller to strictly adhere to the provisions of this Agreement, and from any actions that may, under applicable law or regulation of Reseller's home jurisdiction or other applicable national or international law or regulation, be deemed to have been taken on Licensor's behalf. Reseller shall, at Licensor's request and Reseller's expense, procure and maintain any such security instrument (e.g. a stand-by Letter of Credit, performance bond, etc.) as Licensor may request in order to back Reseller's indemnification obligations hereunder, such security instrument to be maintained for the duration of the Term of this Agreement and any period thereafter during which Licensor may be at any risk of any claim subject to Reseller's indemnification under this Section. Exh. C (6) Taxes Licensor shall be responsible for collecting all taxes imposed on any sales to Reseller hereunder by any government entity within the United States, unless a tax Reseller s number is provided. Prices quoted pursuant to this Agreement do not include any existing or future taxes, fees, duties, levies or other charges which Licensor may be required by United States federal, state, municipal, non-u.s., or other law now in effect or hereafter enacted, to withhold, collect or pay with respect to the sale, delivery, or use of any Licensor Product. If such additional sums (but excluding taxes on Licensor s income) are required to be withheld, collected or paid by Licensor, then Licensor shall be entitled to add them to the price payable by Reseller (which shall be separately stated in the Licensor invoice) unless a valid exemption certificate is provided to Licensor. Exh. C(7) Withholding Tax The Parties acknowledge that payments to U.S. companies may be subject to withholding tax in Reseller s home jurisdiction if Reseller is located outside the United States. In order to avoid such withholding tax, Reseller shall provide, each year Licensor with an exemption certificate required by Reseller s Taxing Authority ( Tax Certificate ), that Licensor undertakes to have duly filled and signed by the applicable authority at the date of execution of this Agreement and prior to any payment by Reseller to Licensor. The Tax Certificate shall be completed and acknowledged in writing by the U.S. Internal Revenue Service and returned to Reseller by Licensor each calendar year before January 1st in order to allow Reseller to make its payment from January 1st to December 31st of the following year. Notwithstanding any provision to the contrary, failure to comply to this obligation, or in case of termination or alteration of a bilateral convention between Licensor s country and Reseller s country, or if the Page 18 of 19

19 filing by Licensor or the U.S. Internal Revenue Service of the Tax Certificate is not satisfactory to the taxing authority of Reseller s home jurisdiction, Reseller will be required to withhold at such rate as may be in force at that time on its payments to Licensor an amount corresponding to the withholding tax. Such amount shall not be reimbursed to Licensor provided that Reseller does not obtain a reimbursement or credit by its taxing authority of the amount withheld. Reseller shall furnish and make available to Licensor relevant receipts regarding the payment of any withholding taxes paid over to the relevant government on behalf of Licensor. Such tax receipts shall clearly indicate the amounts that have been withheld. By signatures of their authorized representatives below, the Parties hereby adopt the International Reseller Addendum to the Licensor Authorized Reseller Agreement. Lavu, Inc.DBA POSLavu Signature: Printed Name: Title: Date: Reseller Signature: Printed Name: Title: Date: Page 19 of 19