Reseller Agreement

This Reseller Agreement is made on [AGREEMENT DATE] (the "Effective Date") between
[PARTY A NAME], [whose principal place of residence is at / a [CORPORATE
JURISDICTION] corporation with its principal place of business at [PARTY A
ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place
of residence is at / a [CORPORATE JURISDICTION] corporation with its principal
place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are
defined in section [DEFINITIONS].)

1. Appointment of Reseller

1.1. Authorization and Appointment. [PARTY A] hereby authorizes and appoints

[PARTY B], and [PARTY B] accepts the authorization and appointment, as [PARTY A]'s
[non-exclusive / exclusive] reseller, to market, sell, or incorporate for resale
the [PARTY A] Products listed in the [ATTACHMENT] attached to this agreement within
the Territory.

1.2. Revision of Authorization. [PARTY A] may revise the list of Products by

(a) giving [PARTY B] written notice, and

(b) cooperating with [PARTY B] to draft, execute, and attach to this

agreement an amended list of Products reflecting the revisions.

2. Orders

2.1. Purchase Orders. [PARTY B] shall submit all orders for Products to
[PARTY A] in writing to [PARTY A]'s address listed in the introduction to this
agreement, or as [PARTY A] otherwise specifies in writing (each a "Purchase
Order"), and include in each Purchase Order

(a) each Product it is ordering, identified by model or part number,

(b) the amount of each Product it is ordering,

(c) the unit price of each Product it is ordering,

(d) the location for delivery, and

(e) the delivery date, allowing reasonable time for [PARTY A] to

receive, review, process the Purchase Order and ship the Products (the "Delivery
Date").

2.2. Accepting, Modifying, and Rejecting Purchase Orders

(a) By Notice. Within [seven] Business Days' of receiving a Purchase

Order from [PARTY B], [PARTY A] shall accept, reject, or propose a modification to
the Purchase Order by sending [PARTY B] written notice of its acceptance,
rejection, or proposed modification.

(b) Deemed Acceptance. If [PARTY A] fails to notify [PARTY B] of its

acceptance, rejection, or proposed modification, [PARTY B] may deem that [PARTY A]
accepted the Purchase Order.
 (c) Modification of Purchase Order. [PARTY A] may propose a
modification to a Purchase Order by including in it's notice to [PARTY B] a
modified Purchase Order for [PARTY B] to accept or reject according to the
acceptance and rejection procedures under paragraphs [BY NOTICE] and [DEEMED
ACCEPTANCE].

2.3. Cancelling Purchase Orders. [PARTY B] may, at no expense to itself,

cancel part or all of a Purchase Order up to [CANCELLATION WINDOW] Business Days'
before to the Delivery Date.

3. Delivery of Products

3.1. Delivery. [PARTY A] shall, at no expense to [PARTY B], deliver each

order of Products to [PARTY B]

(a) on the Delivery Date and to the location specified in the

applicable Purchase Order,

(b) using any delivery method the parties agree to in writing.

3.2. Risk of Loss Shifts on Delivery. [PARTY A] will remain liable for any
damages, losses, or defects to the Products until the Products are delivered to
[PARTY B], after which [PARTY B] will be solely liable.

4. Product Materials

4.1. Marketing and Informational Materials. [PARTY A] shall provide [PARTY B]

with the marketing, promotional, and other information in English about the
Products that [PARTY A] typically provides to other distributors of its Products.

4.2. Regulatory Documentation. On [PARTY B]'s reasonable request, [PARTY A]

shall supply [PARTY B] with all documentation [PARTY B] requires to comply with the
regulatory requirements of all Governmental Authorities in the Territory.

5. Acceptance and Rejection of Product Deliveries

5.1. Inspection Period. [PARTY B] will have [INSPECTION PERIOD] Business

Days' after [PARTY A] delivers an order of Products to inspect and test the
Products for defects and to ensure the order meets the specifications of the
applicable Purchase Order (the "Inspection Period").

5.2. Acceptance. If in [PARTY B]'s opinion the Products satisfy the

specifications of the applicable Purchase Order, [PARTY B] shall accept the
Products and notify [PARTY A] that it is accepting them.

5.3. Deemed Acceptance. [PARTY B] will be deemed to have accepted Products if

(a) [PARTY B] fails to notify [PARTY A] on or before the expiration of

the Inspection Period, or

(b) if during the Inspection Period, [PARTY B] sells or attempts to

sell, runs, or otherwise uses the Products beyond what is necessary for inspection
and testing, and in a way a reasonable Person would consider consider consistent
with [PARTY B] having accepting the delivery from [PARTY A].

5.4. Rejection and Cure. If in [PARTY B]'s opinion, a delivery of Products

fails to meet the specifications of the applicable Purchase Order,

(a) [PARTY B] shall deliver to [PARTY A] a written list detailing each

failure, and

(b) [PARTY A] shall promptly deliver to [PARTY B] any Products

necessary to remedy each failure, at no expense to [PARTY B].

6. Changes to Products. [PARTY A] may discontinue or modify the Products, modify

the Product specifications, or replace the Products with similar [PARTY A] or third
party products, except that [PARTY A] may not discontinue, modify, or replace
Products that are subject to an accepted and outstanding Purchase Order, unless
required by Law.

7. Price

7.1. Price for [PARTY B]. [PARTY B] shall pay [PARTY A]'s list price for each
Product, as listed in the [ATTACHMENT], attached to this agreement, less [PARTY
B]'s Discount.

7.2. Discount. [PARTY B]'s "Discount" is [DISCOUNT PERCENTAGE] percent, which

will be applied to [PARTY A]'s list price of each unit of each Product at the time
[PARTY B] places its order.

7.3. Resale Prices. [PARTY B] may determine its own retail prices, taking
into account suggested retail prices provided by [PARTY A].

7.4. Changes to Prices

(a) Notice of Upcoming Changes. If [PARTY A] changes its list prices,

[PARTY A] shall give [PARTY B] [one] month notice before implementing those
changes.

(b) No Effect on Outstanding Purchase Orders. Changes to [PARTY A]'s

list prices will not affect any Purchase Orders already submitted.

7.5. Changes to Discount. Neither party may change the Discount without the
other party's written consent.

7.6. Most Favored Customer. If [PARTY A] sells Products to any third party at
a price lower than what it charges [PARTY B] for those Products, [PARTY A] shall
pay [PARTY B] the difference between what it charged [PARTY B] and the price it
charged the third party.

8. Payment of List Prices

8.1. Invoice Delivery. [PARTY A] shall invoice [PARTY B] for each delivery of
Products within [seven] Business Days' after [PARTY B] accepts the delivery.

8.2. Invoice Procedure and Requirements. [PARTY A] shall

(a) make each invoice to [PARTY B] in writing, including

(i) an invoice date and number,

(ii) the total amount due, and

(iii) the calculation of the total amount, and

(b) send each invoice to the recipient [PARTY A] specifies directly

below:
 Name:

Title:

Mailing Address:

Email Address:

8.3. Payment. [PARTY B] shall pay each invoice

(a) within [PAYMENT DEADLINE] Business Days' after receiving each

invoice,

(b) in immediately available funds,

(c) to the account [PARTY A] specifies directly bellow:

Account Number:

Routing Number:

9. Taxes. Payment amounts under this agreement do not include Taxes, and [PARTY B]
shall pay all Taxes applicable to payments between the parties under this
agreement.

10. Interest on Late Payments. Any amount not paid when due will bear interest
from the due date until paid at a rate equal to [1]% per month ([12.68]% annually)
or the maximum allowed by Law, whichever is less.

11. Term

11.1. Initial Term. The initial term of this agreement will begin on [the
Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier
(the "Initial Term").

11.2. Automatic Renewal. Subject to paragraph [ELECTION NOT TO RENEW], at the

end of each Term this agreement will automatically renew for a renewal term of
[RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

11.3. Election Not to Renew. Either party may elect not to renew this
agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE
PERIOD] Business Days' before the end of the Term.

11.4. Term Definition. "Term" means either the Initial Term or the then-
current Renewal Term.

12. Representations

12.1. Mutual Representations

(a) Existence. The parties are corporations incorporated and existing

under the Laws of the jurisdictions of their respective incorporation.

(b) Authority and Capacity. The parties have the authority and capacity
to enter into this agreement.

(c) Execution and Delivery. The parties have duly executed and
delivered this agreement.
 (d) Enforceability. This agreement constitutes a legal, valid, and
binding obligation, enforceable against the parties according to its terms.

(e) No Conflicts. Neither party is under any restriction or obligation

that the party could reasonably expect might affect the party's performance of its
obligations under this agreement.

(f) No Breach. Neither partys execution, delivery, or performance of

its obligations under this agreement will breach or result in a default under

(i) its articles, bylaws, or any unanimous shareholders

agreement,

(ii) any Law to which it is subject,

(iii) any judgment, Order, or decree of any Governmental

Authority to which it is subject, or

(iv) any agreement to which it is a party or by which it is

bound.

(g) Permits, Consents, and Other Authorizations. Each party holds all
Permits and other authorizations necessary to

(i) own, lease, and operate its properties, and

(ii) conduct its business as it is now carried on.

(h) No Disputes or Proceedings. [Except as disclosed in the parties

respective Disclosure Schedules] There are no Legal Proceedings pending,
threatened, or foreseeable against either party, which would affect that partys
ability to complete its obligations under this agreement.

(i) No Bankruptcy. Neither party has taken or authorized any

proceedings related to that partys bankruptcy, insolvency, liquidation,
dissolution, or winding up.

12.2. PARTY A]'s Representations

(a) Disclosure Schedule. [PARTY A]'s Disclosure Schedule lists any

exceptions to its representations.

(b) Ownership. [Except as listed in [PARTY A]'s Disclosure Schedule]

[PARTY A] is the sole owner of the Products, free of any claims by a third party or
any Encumbrance.

(c) Legal Right. [PARTY A] has the [exclusive] right to transfer the
Products.

(d) No Infringement. [PARTY A]'s sale of the Products does not infringe
on or constitute a misappropriation of the Intellectual Property or other rights of
any third party.

13. Limited Warranties

13.1. [PARTY A] Products. All [PARTY A] Products are covered by [PARTY A]'s
limited warranty statements that are provided with the products or otherwise made
available.
 13.2. Third Party Products. Non-[PARTY A]-branded products receive warranty
coverage as provided by the relevant third party supplier.

13.3. Software Warranty. [PARTY A] hereby warrants that for the Warranty
Period, that when operated according to the documentation and other instructions
[PARTY A] provides, software will perform substantially according to the functional
specifications listed in the documentation.

13.4. No Other Obligation. [PARTY A]'s obligation to repair or replace

defects under this section will be [PARTY B]'s sole remedy for defects.

14. No Other Warranties

14.1. "As-Is". Unless otherwise listed in this agreement, Products are

provided "as is," with all faults, defects, bugs, and errors.

14.2. No Warranty. Unless otherwise listed in this agreement,

(a) [PARTY A] does not make any warranty regarding the Products, which
includes that

(b) [PARTY A] disclaims to the [fullest] extent authorized by Law any

and all [other] warranties, whether express or implied, including any implied
warranties of [title, non-infringement, quiet enjoyment, integration,]
merchantability or fitness for a particular purpose.

15. Intellectual Property. Except for rights expressly granted under this
agreement,

15.1. nothing in this agreement will function to transfer any of either

party's Intellectual Property rights to the other party, and

15.2. each party will retain exclusive interest in and ownership of its
Intellectual Property developed before this agreement or developed outside the
scope of this agreement.

16. Reseller Responsibilities

16.1. Marketing. [PARTY B] shall use reasonable efforts to market, advertise,

and otherwise promote and sell the Products in the Territory.

16.2. Records and Reports

(a) Maintain Records and Reports. For [three] years after the
expiration or termination of this agreement, [PARTY B] shall maintain records of
its marketing, sales, and support and maintenance services under this agreement.

(b) Reports to [PARTY A]. On [PARTY A]'s reasonable request, [PARTY B]

shall provide [PARTY A] with reports describing its sales of Product in the
Territory, including the number of Product sold, the dates and serial numbers of
the Product sold, and remaining inventory on hand.

16.3. Employee Training. [PARTY B] shall ensure that any of its employees who
are responsible for the marketing, sales, and technical support services for the
Products have proper skill, training, and background to enable them to provide
these services in a competent and professional manner, including ensuring relevant
employees complete any training programs [PARTY A] requires.

16.4. Repair and Evaluation Materials. [PARTY B] shall maintain adequate

spare units, spare parts, and evaluation units necessary to provide marketing,
sales, and technical support services to customers.

16.5. Cooperation. [PARTY B] shall work closely with [PARTY A] and use
reasonable efforts to meet the mutually agreed-upon sales goals.

16.6. Sales Forecast. [PARTY B] shall provide [PARTY A] with a quarterly

sales forecast, in a mutually agreed-on format.

16.7. Markings and Notices. [PARTY B] will not remove or alter any
trademarks, Product identification, notices of any proprietary or copyright
restrictions, or other markings or notices that appear on the Products or their
packaging.

16.8. No Reverse Engineering. [PARTY B] will not

(a) create or attempt to, or aid or permits others to, create by

reverse engineering, disassembly, decompilation, reverse engineering or otherwise,
the internal structure, the source code, hardware design, or organization of any
Product, unless expressly permitted by Law,

(b) copy, modify, translate, or create derivative works of software

included in any Product, unless [PARTY A] consents in writing, or

(c) separate the Product into component parts for distribution or

transfer to a third party.

16.9. Internal Use. [PARTY B] will not use Products for its internal use,
unless [PARTY A] consents in writing.

16.10. [End User Information. On [PARTY A]'s request, and to the extent
permitted by Law, [PARTY B] shall provide [PARTY A] with end user contact
information.]

17. License Grants

17.1. Software License Grant. [PARTY A] hereby grants [PARTY B] a non-

transferable, non-exclusive, non-sublicensable, and royalty-free license to use and
distribute any software incorporated in Products solely for use by customers in and
in connection with their use of Products.

17.2. Documentation License Grant. [PARTY A] hereby grants to [PARTY B] a

non-transferable, non-exclusive, non-sublicensable, and royalty-free license to

(a) reproduce or transmit documentation [PARTY A] provides [PARTY B]

for marketing, selling, and distributing the Products (provided such documentation
is not modified and ANDA's proprietary notices are not removed),

(b) reproduce and transmit any user manuals and other documentation
[PARTY A] creates for customers in connection with the Products.

17.3. [PARTY A] Trademark License Grant. [PARTY A] hereby grants to [PARTY B]

a non-transferable, non-exclusive, non-sublicensable, and royalty-free license to
use [PARTY A]'s name, trademarks, logos, and other identifying information on
marketing literature, advertising, promotions, customer information, and programs
[PARTY B] creates in connection with the Products[, subject to [PARTY A]'s written
approval in each instance].

17.4. Trademark Use. [PARTY B] shall comply with all of [PARTY A]'s policies
regarding the use and display of [PARTY A]'s name, trademarks, logos, and other
identifying information that [PARTY A] provides to [PARTY B] in writing.

18. Compliance with Laws. Each party shall

18.1. comply with all applicable Laws [relating to [SUBJECT MATTER OF

AGREEMENT]], and

18.2. notify the other party if it becomes aware of any non-compliance in

connection with this section.

19. Confidentiality Obligations. The parties shall continue to be bound by the

terms of the non-disclosure agreement between the parties, dated [DATE] and
attached to this agreement on [ATTACHMENT].

20. Publicity

20.1. Consent. Neither party will use the other party's name, logo, or
trademarks, or issue any press release or public announcement regarding this
agreement, without the other party's written consent, unless specifically permitted
under this agreement or required by Law.

20.2. Cooperation. The parties shall cooperate to draft all appropriate press
releases and other public announcements relating to the subject matter of this
agreement and the relationship between the parties.

20.3. No Unreasonable Delay. The parties will not unreasonably withhold or

delay their consent to press releases or public announcements.

21. Inspection and Audit of Books and Records

21.1. Retain Books and Records. [During the Term and for a period of [two]
years after the [termination or expiration] of this agreement,] [PARTY B] shall
keep its Books and Records (including personnel files) that relate to this
agreement, and maintain them in a manner reasonably consistent with prior
practices.

21.2. Inspection and Audit.[During the Term and for a period of [two] years
after the [termination or expiration] of this agreement,] On reasonable notice from
[PARTY A], [PARTY B] shall provide [PARTY A] and [PARTY A]'s agents and
representatives reasonable access to [PARTY B]'s Books and Records that relate to
this agreement (and allow the [PARTY A] to make photocopies, at [PARTY A]'s
expense), during normal business hours.

21.3. Corrections. If [PARTY A]'s audit reveals errors or discrepancies in

[PARTY B]'s Books and Records, [PARTY B] shall promptly correct the error or
discrepancy, including refunding any over-payments or making up any under-payments.

22. Termination

22.1. Termination on Notice. Either party may terminate this agreement for
any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days notice to the other
party.

22.2. Termination for Material Breach. Each party may terminate this
agreement with immediate effect by delivering notice of the termination to the
other party, if

(a) the other party fails to perform, has made or makes any inaccuracy
in, or otherwise materially breaches, any of its obligations, covenants, or
representations, and

(b) the failure, inaccuracy, or breach continues for a period of

[BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice
to the breaching party reasonably detailing the breach.

22.3. Termination for Insolvency. If either party becomes insolvent,

bankrupt, or enters receivership, dissolution, or liquidation, the other party may
terminate this agreement with immediate effect.

23. Effect of Termination

23.1. Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS],

on termination or expiration of this agreement, each party's rights and obligations
under this agreement will cease immediately.

23.2. Payment Obligations. Even after termination or expiration of this

agreement, each party shall

(a) pay any amounts it owes to the other party, including payment
obligations for services already rendered, work already performed, goods already
delivered, or expenses already incurred, and

(b) refund any payments received but not yet earned, including payments
for services not rendered, work not performed, or goods not delivered, expenses
forwarded.

23.3. No Further Liability. On termination or expiration of this agreement,

neither party will be liable to the other party, except for liability

(a) that arose before the termination or expiration of this agreement,

or

(b) arising after the termination or expiration of this agreement and

in connection with sections [CONFIDENTIALITY], [TAXES], or [TERMINATION].

24. Indemnification

24.1. Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party)

shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses
arising out of any proceeding

(a) brought by either a third party or [PARTY A], and

(b) arising out of [PARTY B]'s breach of its obligations,

representations, warranties, or covenants under this agreement.

24.2. Indemnification by [PARTY A]. [PARTY A] (as an indemnifying party)

shall indemnify [PARTY B] (as an indemnified party) against all losses and expenses
arising out of any proceeding

(a) brought by a third party, and

(b) arising out of a claim that [PARTY B]'s sale of Products infringes
the third party's Intellectual Property rights.

24.3. Mutual Indemnification. Each party (as an indemnifying party) shall

indemnify the other (as an indemnified party) against all losses arising out of any
proceeding

(a) brought by either a third party or an indemnified party, and

(b) arising out of the indemnifying party's willful misconduct or gross

negligence.

24.4. Exclusions. Neither party will be required to indemnify the other

against losses to the extent the other party acted unlawfully, negligently, or
intentionally to cause those losses.

24.5. Notice and Failure to Notify

(a) Notice Requirement. Before bringing a claim for indemnification,

the indemnified party shall

(i) notify the indemnifying party of the indemnifiable

proceeding, and

(ii) deliver to the indemnifying party all legal pleadings and

other documents reasonably necessary to indemnify or defend the indemnifiable
proceeding.

(b) Failure to Notify. If the indemnified party fails to notify the

indemnifying party of the indemnifiable proceeding, the indemnifying will be
relieved of its indemnification obligations to the extent it was prejudiced by the
indemnified party's failure.

24.6. Defense. The indemnifying party may elect to defend the indemnified
party in the proceeding by giving prompt written notice after receiving notice of
the proceeding.

24.7. Authority to Contest, Pay, or Settle. The indemnifying party may

contest, pay, or settle the proceeding without obtaining the indemnified party's
consent, only if the indemnifying party's decision

(a) does not require the indemnified party to make any admission that
it acted unlawfully,

(b) does not effect any other legal proceeding against the indemnified
party,

(c) provides that the indemnifying party will pay the claimant's
monetary damages in full, and

(d) requires claimant release the indemnified party from all liability
related to the proceeding.

24.8. Exclusive Remedy. The parties' right to indemnification is the

exclusive remedy available in connection with the indemnifiable proceedings
described in this section [INDEMNIFICATION].

25. Limitation on Liability

25.1. Mutual Limitation on Liability. Neither party will be liable for

breach-of-contract damages that are remote or speculative, or that the breaching
party could not reasonably have foreseen on entry into this agreement.

25.2. [PARTY A]'s Maximum Liability. [PARTY A]'s aggregate liability under
this agreement will not exceed the amount of fees [PARTY B] has paid to [PARTY A].

26. Definitions

"Books and Records" means all books and records, including books of account,
ledgers and general, financial and accounting records, machinery and equipment
maintenance files, lists of parties to and prospects for franchise agreements,
supplier lists, production data, quality control records and procedures, customer
complaints, inquiry files, research, development files, records, data (including
all correspondence with any Governmental Authority), sales material and records
(including pricing history and sales and pricing policies and practices), strategic
plans, marketing and promotional surveys, and material, research, and files
relating to Intellectual Property.

"Business Day" means a day other than a Saturday, a Sunday, or any other day on
which the principal banks located in New York, New York are not open for business.

"Current Term" is defined in section [TERM.

"Delivery Date" is defined in section [ORDERS].

"Disclosure Schedule" means the schedules delivered, before the execution of this
agreement, by each party to the other party which list, among other things, items
the disclosure of which is necessary or appropriate either in response to an
express disclosure requirement contained in a provision of this agreement or as an
exception to one or more of the representations or warranties made by the party, or
to one or more of the covenants of the party.

"Discount" is defined in section [PRICE].

"Effective Date" is defined in the introduction to this agreement.

"Encumbrances" means any pledges, liens, charges, security interests, leases, title
retention agreements, mortgages, restrictions, developments or similar agreements,
easements, rights-of-way, title defects, options, adverse claims, or encumbrances
of any kind.

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political
subdivision of any of them,

(b) any agency or instrumentality of any such government or political

subdivision,

(c) any self-regulated organization or other non-governmental regulatory

authority or quasi-governmental authority (to the extent that its rules,
regulations or orders have the force of law), and

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Initial Term" is defined in section [TERM].

"Intellectual Property" means any and all of the following in any jurisdiction
throughout the world

(a) trademarks and service marks, including all applications and

registrations, and the goodwill connected with the use of and symbolized by the
foregoing,

(b) copyrights, including all applications and registrations related to the

foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and
protections (including all rights to sue and recover and retain damages, costs and
attorneys' fees for past, present, and future infringement, and any other rights
relating to any of the foregoing).

"Inspection Period" is defined in section [ACCEPTANCE AND REJECTION OF PRODUCT

DELIVERIES].

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation,
order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval,

order, policy, or other requirement of any Governmental Authority having the force
of law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other
legal, administrative, arbitral, or similar proceeding, whether civil or criminal
(including any appeal or review of any of the foregoing).

"Permits" means all material licenses, franchises, permits, certificates,

approvals, and authorizations, from Governmental Authorities necessary for the
ownership and operation of the party's business.

"Person" includes

(a) any corporation, company, limited liability company, partnership,

Governmental Authority, joint venture, fund, trust, association, syndicate,
organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

"Products" means the goods and services listed in [ATTACHMENT], attached to this
agreement.

"Purchase Order" is defined in section [ORDERS].

"Renewal Term" is defined in section [TERM].

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other
charges of a Governmental Authority, including income, franchise, capital stock,
real property, personal property, tangible, withholding, employment, payroll,
social security, social contribution, unemployment compensation, disability,
transfer, sales, use, excise, gross receipts, value-added and all other taxes of
any kind for which a party may have any liability imposed by any Governmental
Authority, whether disputed or not, any related charges, interest or penalties
imposed by any Governmental Authority, and any liability for any other person as a
transferee or successor by Law, contract or otherwise.

["Territory" means [CLEARY DESCRIBE THE GEOGRAPHIC SCOPE PARTY B IS AUTHORIZED TO

SELL IN].]

27. General Provisions

27.1. Entire Agreement. The parties intend that this agreement, together with
all attachments, schedules, exhibits, and other documents that both are referenced
in this agreement and refer to this agreement,

(a) represent the final expression of the parties' intent and agreement
between the parties relating to the subject matter of this agreement,

(b) contain all the terms the parties agreed to relating to the
subject matter, and

(c) replace all the parties' previous discussions, understandings, and

agreements relating to the subject matter.
27.2. Counterparts

(a) Signed in Counterparts. This agreement may be signed in any number

of counterparts.

(b) All Counterparts Original. Each counterpart is an original.

(c) Counterparts Form One Document. Together, all counterparts form one
single document.
27.3. Severability. If any part of this [agreement /plan] is declared
unenforceable or invalid, the remainder will continue to be valid and enforceable.
27.4. Amendment. This agreement can be amended only by a writing signed by
both parties.
27.5. Assignment. Neither party may assign this [agreement /plan] or any of
their rights or obligations under this [agreement /plan] without the other party's
written consent.
27.6. Notices

(a) Form of Notice. All notices and other communications between the
parties must be in writing.
 (b) Method of Notice. The parties shall give all notices and
communications between the parties by (i) personal delivery, (ii) a nationally-
recognized, next-day courier service, (iii) first-class registered or certified
mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address
specified in this agreement, or to the address that a party has notified to be that
party's address for the purposes of this section.

(c) Receipt of Notice. A notice given under this [agreement / plan]

will be effective on

(i) the other party's receipt of it, or

(ii) if mailed, on the earlier of the other party's receipt of it

and the [fifth] Business Day after mailing it.
27.7. Dispute Resolution

(a) Arbitration. Any dispute or controversy arising out of this

agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in
[STATE], according to the rules of the American Arbitration Association then in
effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].

(b) Judgment. Judgment may be entered on the arbitrator's award in any

court having jurisdiction.

(c) Arbitrator's Authority. The arbitrator will not have the power to
award any punitive [or consequential] damages.
27.8. Governing Law. This agreement shall be governed, construed, and
enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without
regard to its conflict of laws rules.
27.9. Waiver

(a) Affirmative Waivers. Neither party's failure or neglect to enforce

any of rights under this agreement will be deemed to be a waiver of that party's
rights.

(b) Written Waivers. A waiver or extension is only effective if it is

in writing and signed by the party granting it.

(c) No General Waivers. A party's failure or neglect to enforce any of

its rights under this agreement will not be deemed to be a waiver of that or any
other of its rights.

(d) No Course of Dealing. No single or partial exercise of any right or

remedy will preclude any other or further exercise of any right or remedy.
27.10. Force Majeure. Neither party will be liable for performance delays nor
for non-performance due to causes beyond its reasonable control, except for payment
obligations.
27.11. Interpretation

(a) References to Specific Terms

(i) Accounting Principles. Unless otherwise specified, where the

character or amount of any asset or liability, item of revenue, or expense is
required to be determined, or any consolidation or other accounting computation is
required to be made, that determination or calculation will be made in accordance
with the generally accepted accounting principles defined by the professional
accounting industry in effect in the United States ("GAAP").

(ii) Currency. Unless otherwise specified, all dollar amounts

expressed in this agreement refer to American currency.

(iii) "Including." Where this agreement uses the word

"including," it means "including without limitation," and where it uses the word
"includes," it means "includes without limitation."

(iv) "Knowledge." Where any representation, warranty, or other

statement in this agreement, or in any other document entered into or delivered
under this agreement,] is expressed by a party to be "to its knowledge," or is
otherwise expressed to be limited in scope to facts or matters known to the party
or of which the party is aware, it means:

(1) the then-current, actual knowledge of the directors and officers of that party,
and

(2) the knowledge that would or should have come to the attention of any of them
had they investigated the facts related to that statement and made reasonable
inquiries of other individuals reasonably likely to have knowledge of facts related
to that statement.

(v) Statutes, etc. Unless specified otherwise, any reference in

this agreement to a statute includes the rules, regulations, and policies made
under that statute and any provision that amends, supplements, supersedes, or
replaces that statute or those rules or policies.

(b) Number and Gender. Unless the context requires otherwise, words
importing the singular number include the plural and vice versa; words importing
gender include all genders.

(c) Headings. The headings used in this agreement and its division into
sections, schedules, exhibits, appendices, and other subdivisions do not affect its
interpretation.

(d) Internal References. References in this agreement to sections and

other subdivisions are to those parts of this agreement.

(e) Calculation of Time. In this agreement, a period of days begins on

the first day after the event that began the period and ends at 5:00 p.m. [TIME
ZONE] Time on the last day of the period. If any period of time is to expire, or
any action or event is to occur, on a day that is not a Business Day, the period
expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE]
Time on the next Business Day.

(f) Construction of Terms. The parties have each participated in

settling the terms of this agreement. Any rule of legal interpretation to the
effect that any ambiguity is to be resolved against the drafting party will not
apply in interpreting this agreement.

(g) Conflict of Terms. If there is any inconsistency between the terms

of this agreement and those in any schedule to this agreement or in any document
entered into under this agreement, the terms of [this agreement/[SPECIFIED
AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform
the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].
27.12. Binding Effect. This [agreement /plan] will benefit and bind the
parties and their respective heirs, successors, and permitted assigns.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]