RESELLER AGREEMENT RECITALS

Transcription

1 RESELLER AGREEMENT This Agreement ( Agreement ) is made as of, 2014 ("Effective Date"), by and between CURRIE, PEAK, AND FRAZIER, INC. a Florida corporation with offices at 2815 Directors Row, Ste-600, Orlando, FL ( ) and, a corporation with offices at, ("") each a Party and together the Parties hereto. The Parties entering the Agreement have agreed to form a collaboration and so agree to the following terms and conditions. RECITALS A. desires to purchase certain Products from from time to time and desires to sell certain Products to the in accordance with the terms and conditions set forth in this Agreement. B. desires to appoint as its non-exclusive reseller to market Products within the Territory (as hereinafter defined) and accepts such appointment on the terms set forth in this Agreement. NOW, THEREFORE, in consideration of the Recitals, the mutual covenants contained in this Agreement and other good and valuable consideration, and hereby agree as follows: ARTICLE I. DEFINITIONS, APPOINTMENT AND TERM OF AGREEMENT 1.1 Definitions. The following definitions shall apply to this Agreement. Documentation shall mean user manuals, Product specifications and technical manuals published by or its represented manufacturers relating to the Products, whether distributed in print, electronic, or video format. Currie, Peak, and Frazier, Inc. Page 1 of 13

2 (a) End User(s) shall mean the final purchaser(s) or licensee(s) in the Territory who have acquired Products for their own use and not for resale, remarketing or redistribution. (b) Products shall mean, individually or collectively as appropriate, with manuals, materials and other contents of the packages associated therewith as defined and listed in Exhibit A. (c) Return Credit shall mean a credit to in an amount equal to the price paid by for Products. (d) Service Part(s) are replacement parts which provides or sells to for the sole purpose of repairing Products. (e) Territory is as defined in Exhibit A. 1.2 Term of Agreement. This Agreement shall commence on the effective date and shall remain in effect for one (1) year, and will automatically renew for successive one (1) year terms, unless it is earlier terminated as provided herein. 1.3 Appointment as. hereby grants to the non-exclusive, nontransferable right to purchase Products for resale to End Users within the Territory during the term of this Agreement. will use commercially reasonable efforts to promote sales of the Products. Neither Party shall engage in any deceptive, misleading, or unethical practices, including, without limitation any practice that could be detrimental to the other Party s image or reputation. ARTICLE II. PURCHASE ORDERS 2.1 Issuance and Acceptance of Purchase Order. (a) may initiate purchases under the Agreement only by submitting written purchase orders to. Purchase orders will be placed by via fax or electronic transfer. (b) No purchase order shall be deemed accepted by unless notifies in writing. will use commercially reasonable efforts to accept orders within five (5) days of its receipt of s purchase order. 2.2 Purchase Order Rescheduling, Cancellation and Modification. Prior to shipment of Products, may reschedule, cancel or modify any existing purchase order up to the percentages set forth below without cost or penalty. Time Prior to Production Flexibility 0-30 days Firm days 50% Over 90 days 100% Currie, Peak, and Frazier, Inc. Page 2 of 13

3 will consider, on a case-by-case good faith basis, s reasonable requests that are outside of the flexibility percentages described above. 2.3 Product Shortages. If for any reason within s control, production is not on schedule, may, at its sole discretion, allocate available inventory to and make shipments based upon a fair and reasonable percentage allocation among all of s customers. 2.4 Proof of Delivery ( POD ). shall provide to, at no charge, a Proof of Delivery for shipments when requested by. shall also use commercially reasonable best efforts to provide packing slips when requested 2.5 New Products. shall make commercially reasonable efforts to notify at least thirty (30) days prior to the release of a new Product to in the Territory. shall make Product available to no later than the date it is first offered for sale in the Territory. ARTICLE III. DELIVERY AND ACCEPTANCE OF PRODUCTS 3.1 Receipt and Acceptance of Products; Refusal of Products. shall inspect each shipment upon delivery to verify the Products received against the purchase order and to identify any damage or concealed damage. shall accept the Products provided such Products are delivered to undamaged and in accordance with the purchase order. Any damaged Products or Products otherwise not in accordance with the purchase order may be returned to at s expense. Any Products not properly rejected within thirty (30) days of delivery will be deemed accepted by. 3.2 Returns. may return Products that it reasonably determines are not ordered, are damaged in transit, are DOA, or are subject to the provisions of warranty. Reasons for return are as follows: (a) Missing, Wrong, Or Damaged. If after inspection by, an order is determined to have been damaged in transit, or the items shipped are not consistent with the order, by inclusion or exclusion, then shall promptly notify, and shall promptly facilitate the return of Product not ordered, issue corrected orders for missing and damaged Products, and work with to make insurance claims, when applicable. (b) Dead on Arrival ( DOA ). If a Product is DOA, as defined herein, shall promptly notify, and will replace Products with the same Product ordered, provided the RMA Process is followed. No claim by for DOA treatment of a Product will be fulfilled more than thirty (30) days from delivery. (c) Warranty. If Products are subject to the provisions of warranty, shall promptly facilitate the return of Product and at s option shall repair or replace Products through its designated service center. Currie, Peak, and Frazier, Inc. Page 3 of 13

4 RMA Process. shall promptly request a return material authorization ( RMA ) from for return of Products and upon s receipt of notification and classification of the reason for return, shall issue a RMA number to. shall post a Return Credit to s account for the invoiced value of returned Products under this Agreement within ten days of receipt at the location designated by, subject to s reasonable verification of s assertion of damage or error. 3.3 Delivery Terms. Title and risk of loss for all Products ordered by shall pass to Incoterms 2000 EXW. Title to Products designated for return by will revert to at the time of receipt by of a RMA for Products being returned that are DOA, not ordered, or damaged in transit. Title for Products returned for warranty service shall remain with. shall mark all products for shipment to the delivery address specified in s purchase order, and shall deliver Products to a carrier or forwarding agent chosen by. ARTICLE IV. PAYMENT 4.1 Charges, Prices and Fees for Products. Charges, prices, quantities and discounts, if any, for Products shall be determined as set forth in Exhibit A, or as otherwise mutually agreed upon by the Parties in writing, and may be confirmed at the time of order. will set the prices at which it sells the Products to End Users at its sole discretion. 4.2 Payment. Any sum due to pursuant to this Agreement not in good faith, valid dispute shall be payable as follows, net thirty (30) days after the invoice date. Payments shall be made in United States dollars to the payment address indicated on s invoice. Unless the Parties mutually agree otherwise, will not set-off or offset against s invoices amounts that claims are due or owed to it. reserves the right to reevaluate s credit terms upon receipt of a purchase order for Products. 4.3 Invoices. s invoice shall contain (i) s name and invoice date, (ii) a reference to the purchase order or other authorizing document, (iii) separate descriptions, part number, unit prices and quantities of the Products actually delivered, (iv) credits with appropriate descriptions, if applicable, (v) shipping charges (if applicable) (vi) name (where applicable), title, phone number and complete mailing address or bank wire instructions as to where payment is to be sent, (vii) any amounts stated shall be in United States dollars and (viii) other substantiating documentation or information as may reasonably be required by from time to time. 4.4 Taxes. Prices do not include taxes. shall be responsible for payment of all taxes (except based on s net income) or shall provide with an appropriate exemption certificate. For the avoidance of doubt, will charge sales taxes when a valid exemption certificate is not provide by. Shipments to resellers outside the State of Florida are not taxable. 4.5 Price Adjustments. (a) Price Increases. shall have the right to increase prices from time to time upon written notice to not less than thirty (30) days prior to the effective date of such increase. Currie, Peak, and Frazier, Inc. Page 4 of 13

5 (b) Price Decreases. shall have the right to decrease prices from time to time, upon written notice to. ARTICLE V. REPRESENTATIONS, WARRANTIES, INDEMNITIES, LIMITATIONS OF LIABILITY AND OTHER OBLIGATIONS OF THE PARTIES 5.1 Warranties. hereby warrants: (a) has all right, title, ownership interest and marketing rights necessary to enter into this Agreement and to sell the Products to pursuant to this Agreement. (b) The Products are new and shall be free and clear of all liens and encumbrances. (c) The End User Warranty is applicable in the Territory and shall commence upon Product delivery to and run for the lesser of: (a) twelve (12) months from s delivery of the Product to the End User; or (b) thirteen (13) months from s delivery of the Product to. shall include the End User Warranty with the Product. (d) All warranties made herein are for the sole benefit of. Any Product warranty provided with the Product will run directly from to the End User. EXCEPT AS SET FORTH HEREIN, THE PRODUCTS AND ANY SERVICES RELATED THERETO ARE PROVIDED AS-IS AND DISCLAIMS ALL REPRESENTATIONS, CONDITIONS OR WARRANTIES WITH REGARD TO THE PRODUCTS OR SERVICES RELATED THERETO, INCLUDING WITHOUT LIMITATION, THE IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS SECTION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT. Both Parties warrant that they have the full power and authority to enter into this Agreement and perform their obligations hereunder. 5.2 Intellectual Property Indemnification. will indemnify, defend (or at its option, settle) and hold harmless from any claim, suit or proceeding brought against or its End Users and pay amounts settled upon or finally awarded against based on a claim that s marketing or distribution of a Product purchased hereunder infringes a copyright, patent, trademark or other proprietary or intellectual property right in the Territory. s obligation under Section 5.2 will be conditioned upon notifying promptly in writing of the claim and giving full authority, information and assistance for the defense and settlement at s expense. If such a claim has occurred or in s opinion is likely to occur, agrees to permit, at s sole option and expense, either to procure for the right to continue distributing the Product; or if the performance of functionality thereof will not thereby be materially adversely affected, promptly replace or modify the same so that it becomes non-infringing; or immediately terminate s obligations and s rights under this Agreement with regard to such Product, and if returns such Product to, refund to, the price originally paid by for such Product, less applicable credits. shall have the right, but not the obligation, to participate in the defense of any such suit or proceeding at s expense. Currie, Peak, and Frazier, Inc. Page 5 of 13

6 Notwithstanding the foregoing, will not be obligated to defend or indemnify against any claim (a) based on marketing or distribution of other than a current version of the Products, if the infringement would have been avoided by use of the current version, (b) based upon the combination, operation or use by, its parent, subsidiaries, contractors, agents or affiliates of any Product supplied hereunder with, equipment, devices, or software which are (i) not supplied by ; and (ii) are not intended by for use with the Products, provided that other products which, according to s published specification and documentation accompanying the Product, are required for use with the Product shall be deemed to have been intended by for use with the Product; (c) based upon the alteration or modification by its parent, subsidiaries, contractors, agents or affiliates of any Product supplied hereunder, if the infringement would have been avoided absent such alteration or modification; or (d) based upon s compliance with designs, specifications, or instruction provided to by or its parent, subsidiaries, contractors, agents or affiliates. NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY INDEMNITY EXCEPT AS SET FORTH IN THIS SECTION. 5.3 General Indemnification. (a). agrees to indemnify and hold, its parent, affiliates and subsidiaries and their officers, directors and employees harmless from and against any and all claims, damages, costs, expenses (including, but not limited to, reasonable attorneys fees and costs) or liabilities awarded that result from any claims for s negligent or willful violation of any of the warranties expressly provided by to in this Agreement and s violation of any laws, regulations or statutes, including applicable export or import laws. shall inform of any suit or proceeding filed against ; and shall have the right, but not the obligation, to participate in the defense of any such suit or proceeding at s expense. (b). agrees to indemnify and hold, its parent, affiliates and subsidiaries and their officers, directors and employees harmless from and against any and all claims, damages, costs, expenses (including, but not limited to, reasonable attorneys fees and costs) or liabilities that may result, in whole or in part, from (a) s negligence or willful misconduct in the marketing, sales, distribution or use of the Products, (b) for representations or warranties made by related to or related to the Products in excess of the warranties of or (c) s violation of any laws, regulations or statutes, including applicable export or import laws. shall inform of any suit or proceeding filed against and shall have the right, but not the obligation, to participate in the defense of any such suit or proceeding at s expense. (c) Product Defect Claims or Product Indemnity. will defend, indemnify and hold harmless from any expenses, damages, costs or losses settled on or finally awarded to a third-party resulting from any third-party suit or proceeding based upon a claim that any Product furnished hereunder causes any personal bodily injury (including death), or tangible property damage, arising out of or resulting in any way from any defect in the Product. s obligations in this Section do not apply to any claim based on; (a) modification of the Products by without the written authorization of where such claim would not have arisen but for such modifications; (b) the Currie, Peak, and Frazier, Inc. Page 6 of 13

7 combination or use of the Products with materials, software, hardware or data not furnished by, if, in s reasonable opinion or a court s determination, such claim would have been avoided by use of the Product alone; or (c) modification of the Products supplied by in accordance with implementation instructions provided by in writing or with a design required by, where such instructions or design necessarily and unavoidably caused such claim. 5.4 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PURSUANT TO THIS AGREEMENT FOR AMOUNTS REPRESENTING INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF THE OTHER PARTY ARISING FROM THE PERFORMANCE OR BREACH OF ANY TERMS OF THIS AGREEMENT. EXCEPT FOR LIABILITY ARISING FROM AN INDEMNIFICATION OBLIGATION, A BREACH OF A PARTY S OBLIGATIONS RELATED TO CONFIDENTIAL INFORMATION OR MONIES DUE AND OWING, BOTH PARTY S LIABILITY UNDER OR RELATED TO THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE GREATER OF 1) AMOUNTS PAID BY RESELLER TO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE OR 2) ONE MILLION UNITED STATES DOLLARS ($1,000,000). THE PARTIES AGREE THAT ANY DAMAGES, COSTS, LOSSES OR EXPENSES RELATED TO A BREACH OF CONFIDENTIALITY SHALL BE DEEMED DIRECT DAMAGES FOR PURPOSES OF THIS SECTION AND SHALL NOT BE LIMITED. THESE LIMITATIONS OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 5.5 Export. acknowledges that all Products distributed by are subject to U.S. Export Regulations. may not export Products to any country. 5.6 Trademark Usage. Each Party is hereby authorized to use trademarks and trade names of the other as well as the trademarks and trade names of third Parties who have licensed their trademarks and/or trade names to, if any, solely for advertising, promoting or distributing the Products in the Territory without advance approval.,, or other such third Parties may have rights or ownership of certain trademarks, trade names and patents associated with the Products. The Parties will act consistent with such rights and shall comply with any reasonable written guidelines when provided. shall submit representations of s or third party marks that intends to use in connection with the Products for s general review and approval, which approval shall not be unreasonably withheld and granted within three (3) days of submission. Each Party will notify the other of any infringement of which they have actual knowledge. Both Parties shall discontinue use of the other s trademarks or trade names upon termination of this Agreement, except as may be necessary for to sell or liquidate any Product remaining in s inventory. If, in the course of performing its services hereunder, acquires any goodwill in any of the Marks, all such goodwill will automatically vest in and shall take all such actions or execute any reasonable documents necessary to give effect to such vesting. shall not contest the validity or enforceability of any of the Marks or s exclusive ownership of the Marks. shall not adopt, use, or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Marks, or any word or mark confusingly similar to the Marks in any jurisdiction. shall not remove or efface any proprietary notices on the Products. Currie, Peak, and Frazier, Inc. Page 7 of 13

8 ARTICLE VI. TERMINATION 6.1 Term and Termination. (a) Term and Termination With or Without Cause. This Agreement will commence on the Effective Date and will continue for a term of one (1) year, unless sooner terminated as described below. This Agreement will automatically renew for successive one (1) year terms. Either Party may terminate this Agreement, with or without cause, by giving the other Party thirty (30) days prior written notice. In the event that a Party issues a notice of termination for cause, the notified Party has thirty (30) days from the notice date to substantially cure the breach or default. If such breach or default is not substantially cured within thirty (30) days the Agreement shall terminate as specified in such notice of termination for cause. (b) Termination for Insolvency, Bankruptcy or Ceasing as a Going Concern. Either Party may immediately terminate this Agreement and any purchase orders pending by giving written notice to the other Party in the event of (i) the liquidation or insolvency of the other party, (ii) the appointment of a receiver or similar officer for the other party, (iii) an assignment by the other party for the benefit of all or substantially all of its creditors, (iv) entry by the other party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, (v) the filing of a petition in bankruptcy by or against a party under any bankruptcy or debtors law, or (vi) if the party ceases as a going concern, closes its doors or ceases operations. 6.2 Account Reconciliation upon Termination. Within a reasonable time, the Parties agree to reconcile the outstanding account balances. Termination shall not relieve either party of obligations incurred prior to the termination. Upon termination or expiration of this Agreement, shall immediately cease all efforts to sell Products and discontinue use of s marks and return or destroy all confidential information and other tangible items bearing s marks that are in s possession or control. Notwithstanding the foregoing, except for s termination for s uncured breach, shall be entitled to continue its sale and marketing efforts with regard to the Products and retain all such proal materials to the extent necessary for to deplete its inventory of Products in its possession that have not been sold to End Users as of the effective date of termination and may retain and not destroy and may use any such materials and information for such purpose. 6.3 Survival of Terms. Sections 2.4 (Proof of Delivery), 4.4 (Taxes), 5.1 (Warranties), 5.2 (Intellectual Property Indemnification), 5.3 (General Indemnification), 5.4 (Limitation of Liability), 5.6 (Trademark Usage), 6.1 (Termination), and 6.3 (Survival of Terms) shall survive the expiration or earlier termination of this Agreement. ARTICLE VII. MISCELLANEOUS 7.1 Binding Nature, Assignment, and Subcontracting. This Agreement shall be binding on the Parties and their respective successors and assigns. Neither Party shall have the power to assign this Agreement without the prior written consent of the other Party except to another United States corporation wholly-owned by or under common control with it. For purposes hereof, an assignment includes, without limitation, a merger, sale of assets or business, or other transfer of control by operation of law or otherwise. In the event of a merger, spin-off Currie, Peak, and Frazier, Inc. Page 8 of 13

9 or otherwise, the affected Party shall provide documentation explaining such events within thirty (30) days from the closing date. In the event of an assignment, the assignor shall be jointly and severally liable with any assignee for any liabilities and obligations incurred by such assignee hereunder to the same extent as if such liabilities and obligations had been incurred by assignor. 7.2 Counterparts. This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the Parties. 7.3 Headings. The Article and Section headings used in this Agreement are for reference and convenience only and shall not affect the interpretation of this Agreement. 7.4 Relationship of Parties. is performing pursuant to this Agreement only as an independent contractor. Nothing set forth in this Agreement shall be construed to create the relationship of principal and agent between and. Neither Party shall act or represent itself, directly or by implication, as an agent of the other Party. 7.5 Confidentiality. Each Party acknowledges that in the course of performance of its obligations pursuant to this Agreement, it may obtain certain information specifically marked as confidential or proprietary. Each Party hereby agrees that all such information communicated to it by the other Party, its parent, affiliates, subsidiaries, or customers, whether before or after the Effective Date, shall be and was received in strict confidence, shall be used only for purposes of this Agreement, and shall not be disclosed without the prior written consent of the other Party, except as may be necessary by reason of legal, accounting or regulatory requirements beyond either Party s reasonable control. This paragraph will not apply to any information that is generally known and available or in the public domain through no fault of the receiver, that is rightfully known by a Party without obligation of confidentiality, or that is independently developed by a Party. The provisions of this Section shall survive termination or expiration of this Agreement for any reason for a period of two (2) years after said termination or expiration. 7.6 Arbitration. Any dispute or claim arising out of or related to this Agreement, or the interpretation, making, performance, breach, validity or termination thereof, shall be finally settled by binding arbitration in Orlando, Florida in the English language in accordance with then existing Rules of Conciliation and Arbitration of the International Chamber of Commerce by a single arbitrator to be selected in accordance with the such rules. The Parties request the ICC Court of Arbitration to appoint an arbitrator who is knowledgeable in the area of information technology; if no such arbitrator can be appointed, the normal appointment process will apply. The award rendered therein will be final and binding upon the Parties to the arbitration proceedings. At the request of either Party, the arbitrator will enter an appropriate protective order to maintain the confidentiality of information produced or exchanged in the course of the arbitration proceedings. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The Parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator. 7.7 Notices. Wherever one Party is required or permitted to give notice to the other Party pursuant to this Agreement, such notice shall be deemed given when actually delivered by hand, via overnight courier, or when mailed by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows: Currie, Peak, and Frazier, Inc. Page 9 of 13

10 In the Case of : In the Case of : Currie, Peak, and Frazier, Inc Directors Row, Ste-600 Orlando, FL Attn: Legal Department Either Party may from time to time change its address for notification purposes by giving the other Party written notice of the new address and the date upon which it will become effective. 7.8 Force Majeure. Neither Party shall be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by reason of acts of God, wars, revolution, civil unrest, acts of public enemy, embargo, acts of government in its sovereign capacity, or any other circumstances beyond the reasonable control and not involving any fault or negligence of the delayed Party. 7.9 Software Licenses. Title to any software included with the Products remains with the author or its licensors. Whenever the Products described in this Agreement shall involve software, hereby grants to during the term of this Agreement a non-exclusive license to (i) resell such software to End-Users subject to the terms of the end-user license agreement applicable to such software; and (ii) use the software for the purpose of demonstrating the software so long as at all times retain possession of the software. shall not, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the software; (ii) encumber, time-share, rent or lease or assign the rights in or to the software; (iii) adapt, translate, or otherwise modify any software, except as permitted under the terms of this Agreement or (iv) remove or disable any end user license agreement(s) contained on the Products or shipped by with the Products. The permitted uses specified above are the only uses may make of the software. This Agreement shall not be interpreted to provide with any right to the software or any other intellectual property of the author or its licensors, other than as expressly set forth herein, as all rights to the software and any other intellectual property of the author or its licensors not expressly granted to under this Agreement are reserved by the author or its licensors. acknowledges that no title or ownership of the proprietary rights to any software is transferred by virtue of this Agreement, notwithstanding the use of terms such as purchase, sale or the like within this Agreement. acknowledges that any and all of the copyright, patents, design rights, trademarks, domain names, logos, get ups, trade secrets, confidential information, all rights in computer software and data, databases, inventions or utility model rights and know-how (whether registered or unregistered) together with all other rights of a similar nature howsoever arising anywhere in the world in connection with the Products are and shall remain the property of the owner or its licensors and shall not at any time during or after the expiry or termination of this Agreement in any way question or dispute ownership thereof by the owners or its licensors. Currie, Peak, and Frazier, Inc. Page 10 of 13

11 7.10 Severability. If, but only to the extent that, any provision of this Agreement is declared or found to be illegal, unenforceable or void, then both Parties shall be relieved of all obligations arising under such provision, it being the intent and agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it legal and enforceable while preserving its intent Waiver. The failure of either Party to exercise any of its rights or to enforce any of the provisions of this Agreement on any occasion shall not be a waiver of such right or provision, nor affect the right of such Party thereafter to enforce each and every provision of this Agreement. The remedies provided herein shall be cumulative, and the exercise of any remedy shall not preclude a Party to this Agreement from exercising each and every other remedy available to it Remedies, Governance. All remedies set forth in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise, and may be enforced concurrently or from time to time. This Agreement will be governed by the laws of the State of F l o r i d a without regard to its conflicts of laws provisions. The state and federal courts within Orange County, Florida will have exclusive jurisdiction over all disputes arising out of this Agreement Entire Agreement. This Agreement, including any Exhibits and documents referred to in this Agreement or attached hereto, constitutes the entire and exclusive statement of Agreement between the Parties with respect to its subject matter and supersedes all prior oral or written agreements between the Parties with respect to the subject matter of this Agreement. There are no oral or written representations, understandings or agreements relating to this Agreement which are not fully expressed herein. The Parties agree that unless otherwise agreed to in writing by the Party intended to be bound, the terms and conditions of this Agreement shall prevail over any contrary terms in any purchase order, sales acknowledgment, confirmation, invoice or any other document issued by either Party affecting the purchase or sale of Products hereunder, unless agreed to in writing by both Parties Miscellaneous. This Agreement is in the English language only, and the English language version shall control in all respects. If an inconsistency arises between the English language text and the text in any other language, the Parties agree that the English language text best reflects the agreement of the Parties and shall be the governing document used for interpreting this Agreement. The terms and conditions of this Agreement constitute the entire agreement between the Parties and supersede all previous agreements, whether oral or written, between the Parties with respect to the subject matter hereof. Without limiting the above, all purchase orders will be governed by the terms and conditions of this Agreement notwithstanding any preprinted terms and conditions. No amendment or waiver of this Agreement, in its entirety or parts thereof, will be binding unless it has been assented to in writing by an authorized officer of both Parties Authority. The person executing this Agreement on behalf of either party represents that he or she has full authority to enter into this Agreement and bind their respective companies. Currie, Peak, and Frazier, Inc. Page 11 of 13

12 IN WITNESS WHEREOF, the Parties have each caused this Agreement to be signed and delivered by its duly authorized officer or representative. CURRIE, PEAK, AND FRAZIER, INC. ( ) COMPANY NAME ( RESELLER ) By: Printed Name: Title: Date: By: Printed Name: Title: Date: Currie, Peak, and Frazier, Inc. Page 12 of 13

13 EXHIBIT A Price List 1. Territory. Territory is defined as the country(ies) of USA 2. Price List. Products and corresponding pricing shall be in the form of the Price List below. The initial Price List in effect on the Effective Date of this Agreement shall remain in effect until notice from. Prices shall be subject to revision at s sole discretion upon 30 days notice. Motion Wireless Price List Currie, Peak, and Frazier, Inc. Page 13 of 13