Reseller Agreement

This agreement is made on________________ (the "Effective Date") between

_____________________________________, [whose principal place of residence is at / a
_________________________________ corporation with its principal place of business at
_________________________________________________] (the
" ___________________________________") and ____________________________________,
[whose principal place of residence is at / a
__________________________________________________ corporation with its principal
place of business at ____________________________________] (the
" ____________________________________").

(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

___________________________________ hereby authorizes and appoints
____________________________________, and ____________________________________
accepts the authorization and appointment, as
___________________________________'s [non-exclusive / exclusive] reseller, to
market, sell, or incorporate for resale the ___________________________________
Products listed in the #ATTACHMENT# attached to this agreement within the
Territory.

1.2 Revision of Authorization

___________________________________ may revise the list of Products by
1. giving ____________________________________ written notice, and
2. cooperating with ____________________________________ to draft, execute,
and attach to this agreement an amended list of Products reflecting the
revisions.
2 Orders

2.1 Purchase Orders

____________________________________ shall submit all orders for Products to
___________________________________ in writing to
___________________________________'s address listed in the introduction to this
agreement, or as ___________________________________ otherwise specifies in
writing, (each a "Purchase Order") and include in each Purchase Order
1. each Product it is ordering, identified by model or part number,
2. the amount of each Product it is ordering,
3. the unit price of each Product it is ordering,
4. the location for delivery, and
5. the delivery date, allowing reasonable time for
___________________________________ to receive, review, process the
Purchase Order, and ship the Products (the "Delivery Date").

2.2 Accepting, Modifying, and Rejecting Purchase Orders

1. By Notice. Within [seven] Business Days' of receiving a Purchase Order from
____________________________________,
___________________________________ shall accept, reject, or propose a
modification to the Purchase Order by sending
____________________________________ written notice of its acceptance,
rejection, or proposed modification.
2. Deemed Acceptance. If ___________________________________ fails to notify
____________________________________ of its acceptance, rejection, or
proposed modification, ____________________________________ may deem
that ___________________________________ accepted the Purchase Order.
3. Modification of Purchase Order. ___________________________________
may propose a modification to a Purchase Order by including in its notice to
____________________________________ a modified Purchase Order for
____________________________________ to accept or reject according to the
acceptance and rejection procedures under paragraphs "BY NOTICE" and
"DEEMED ACCEPTANCE".

2.3 Canceling Purchase Orders

____________________________________ may, at no expense to itself, cancel part or
all of a Purchase Order up to _____________________ Business Days before the
Delivery Date.
3 Provide Products
___________________________________ shall
1. fulfill all of ____________________________________'s Purchase Orders that
___________________________________ accepts, and
2. replace or repair defective Products that are under warranty.

4 Delivery of Products

4.1 Delivery
___________________________________ shall, at no expense to
____________________________________, deliver each order of Products to
____________________________________
1. on the Delivery Date and to the location specified in the applicable Purchase
Order,
2. using any delivery method the parties agree to in writing.

4.2 Risk of Loss Shifts on Delivery

___________________________________ will remain liable for any damages, losses, or
defects to the Products until the Products are delivered to
____________________________________, after which
____________________________________ will be solely liable.

5 Product Materials

5.1 Marketing and Informational Materials

___________________________________ shall provide
____________________________________ with the marketing, promotional, and other
information in English about the Products that
___________________________________ typically provides to other distributors of its
Products.

5.2 Regulatory Documentation

On ____________________________________'s reasonable request,
___________________________________ shall supply
____________________________________ with all documentation
____________________________________ requires to comply with the regulatory
requirements of all Governmental Authorities in the Territory.

6 Acceptance and Rejection of Product Deliveries

6.1 Inspection Period

____________________________________ will have ________________ Business Days'
after ___________________________________ 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").

6.2 Acceptance
If in ____________________________________'s opinion the Products satisfy the
specifications of the applicable Purchase Order,
____________________________________ shall accept the Products and notify
___________________________________ that it is accepting them.

6.3 Deemed Acceptance

____________________________________ will be deemed to have accepted Products if
1. ____________________________________ fails to notify
___________________________________ on or before the expiration of the
Inspection Period, or
2. if during the Inspection Period, ____________________________________ 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 consistent with ____________________________________ having
accepting the delivery from ___________________________________.

6.4 Rejection and Cure

If in ____________________________________'s opinion, a delivery of Products fails to
meet the specifications of the applicable Purchase Order,
1. ____________________________________ shall deliver to
___________________________________ a written list detailing each failure, and
 2. ___________________________________ shall promptly deliver to
____________________________________ any Products necessary to remedy
each failure, at no expense to ____________________________________.

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

8 Price

8.1 Price for ____________________________________

____________________________________ shall pay
___________________________________'s list price for each Product, as listed in the
#ATTACHMENT#, attached to this agreement, less
____________________________________'s Discount.

8.2 Discount
____________________________________'s "Discount" is #DISCOUNT PERCENTAGE#
percent, which will be applied to ___________________________________'s list price of
each unit of each Product at the time ____________________________________ places
its order.

8.3 Resale Prices

____________________________________ may determine its own retail prices, taking
into account suggested retail prices provided by
___________________________________.

8.4 Changes to Prices

1. Notice of Upcoming Changes. If ___________________________________
changes its list prices, ___________________________________ shall give
 ____________________________________ [one] month notice before
implementing those changes.
2. No Effect on Outstanding Purchase Orders. Changes to
___________________________________'s list prices will not affect any Purchase
Orders already submitted.

8.5 Changes to Discount

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

8.6 Most Favored Customer

If ___________________________________ sells Products to any third party at a price
lower than what it charges ____________________________________ for those
Products, ___________________________________ shall pay
____________________________________ the difference between what it charged
____________________________________ and the price it charged the third party.

9 Payment of List Prices

9.1 Invoice Delivery

___________________________________ shall invoice
____________________________________ for each delivery of Products within [seven]
Business Days' after ____________________________________ accepts the delivery.

9.2 Invoice Procedure and Requirements

___________________________________ shall
1. make each invoice to ____________________________________ in writing,
including
a. an invoice date and number,
b. the total amount due, and
c. the calculation of the total amount, and
2. send each invoice to the recipient ___________________________________
specifies directly below:
Name:
Title:
Mailing Address:
Email Address:
9.3 Payment
____________________________________ shall pay each invoice
1. within #PAYMENT DEADLINE# Business Days' after receiving each invoice,
2. in immediately available funds,
3. to the account ___________________________________ specifies directly
bellow:
Account Number:
Routing Number:

10 Taxes
Payment amounts under this agreement do not include taxes, and
___________________________________ shall pay all Taxes applicable to payments
between the parties under this agreement.

11 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.

12 Term
This agreement will commence on the Effective Date, and will continue for
#TERM PERIOD#
months/years unless terminated earlier (the "Term").

13 Representations

13.1 Mutual Representations

1. Existence. The parties are corporations incorporated and existing under the
Laws of the jurisdictions of their respective incorporation.
2. Authority and Capacity. The parties have the authority and capacity to
enter into this agreement.
3. Execution and Delivery. The parties have duly executed and delivered this
agreement.
4. Enforceability. This agreement constitutes a legal, valid, and binding
obligation, enforceable against the parties according to its terms.
 5. 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.
6. No Breach. Neither party’s execution, delivery, or performance of its
obligations under this agreement will breach or result in a default under
a. its articles, bylaws, or any unanimous shareholders agreement,
b. any Law to which it is subject,
c. any judgment, Order, or decree of any Governmental Authority to
which it is subject, or
d. any agreement to which it is a party or by which it is bound.
7. Permits, Consents, and Other Authorizations. Each party holds all
Permits and other authorizations necessary to
a. own, lease, and operate its properties, and
b. conduct its business as it is now carried on.
8. 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 party’s ability to
complete its obligations under this agreement.
9. No Bankruptcy. Neither party has taken or authorized any proceedings
related to that party’s bankruptcy, insolvency, liquidation, dissolution, or
winding up.

13.2 ___________________________________ 's Representations

1. Disclosure Schedule. ___________________________________'s Disclosure
Schedule lists any exceptions to its representations.
2. Ownership. [Except as listed in ___________________________________'s
Disclosure Schedule] ___________________________________ is the sole owner
of the Products, free of any claims by a third party or any Encumbrance.
3. Legal Right. ___________________________________ has the [exclusive] right
to transfer the Products.
4. No Infringement. ___________________________________'s sale of the
Products does not infringe on or constitute a misappropriation of the
Intellectual Property or other rights of any third party.
14 Limited Warranties

14.1 ___________________________________ Products

All ___________________________________ Products are covered by
___________________________________'s limited warranty statements that are
provided with the products or otherwise made available.

14.2 Third Party Products

Non- ___________________________________-branded products receive warranty
coverage as provided by the relevant third party supplier.

14.3 Software Warranty

___________________________________ hereby warrants that for the Warranty Period,
that when operated according to the documentation and other instructions
___________________________________ provides, software will perform substantially
according to the functional specifications listed in the documentation.

14.4 No Other Obligation

___________________________________'s obligation to repair or replace defects under
this section will be ____________________________________'s sole remedy for
defects.

15 No Other Warranties

15.1 "As-Is"
Unless otherwise listed in this agreement, Products are provided "as is," with all
faults, defects, bugs, and errors.

15.2 No Warranty
Unless otherwise listed in this agreement,
1. ___________________________________ does not make any warranty regarding
the Products, which includes that
2. ___________________________________ 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.

16 Intellectual Property
Except for rights expressly granted under this agreement,
1. nothing in this agreement will function to transfer any of either party's
Intellectual Property rights to the other party, and
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.

17 Reseller Responsibilities

17.1 Marketing

____________________________________ shall use reasonable efforts to market,

advertise, and otherwise promote and sell the Products in the Territory.

17.2 Records and Reports

1. Maintain Records and Reports. For [three] years after the expiration or
termination of this agreement, ____________________________________ shall
maintain records of its marketing, sales, and support and maintenance
services under this agreement.
2. Reports to ___________________________________. On
___________________________________'s reasonable request,
____________________________________ shall provide
___________________________________ 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.

17.3 Employee Training

____________________________________ 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 ___________________________________
requires.

17.4 Repair and Evaluation Materials

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

17.5 Cooperation
____________________________________ shall work closely with
___________________________________ and use reasonable efforts to meet the
mutually agreed-upon sales goals.

17.6 Sales Forecast

____________________________________ shall provide
___________________________________ with a quarterly sales forecast, in a mutually
agreed-on format.

17.7 Markings and Notices

____________________________________ 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.

17.8 No Reverse Engineering

____________________________________ will not
1. 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,
2. copy, modify, translate, or create derivative works of software included in any
Product, unless ___________________________________ consents in writing, or
3. separate the Product into component parts for distribution or transfer to a
third party.
17.9 Internal Use
____________________________________ will not use Products for its internal use,
unless ___________________________________ consents in writing.

17.10 End User Information

On ___________________________________'s request, and to the extent permitted by
Law, ____________________________________ shall provide
___________________________________ with end user contact information.

18 License Grants

18.1 Software License Grant

___________________________________ hereby grants
____________________________________ 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.

18.2 Documentation License Grant

___________________________________ hereby grants to
____________________________________ a non-transferable, non-exclusive, non-
sublicensable, and royalty-free license to
1. reproduce or transmit documentation ___________________________________
provides ____________________________________ for marketing, selling, and
distributing the Products (provided such documentation is not modified and
ANDA's proprietary notices are not removed),
2. reproduce and transmit any user manuals and other documentation
___________________________________ creates for customers in connection
with the Products.

18.3 ___________________________________ Trademark License

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

18.4 Trademark Use

____________________________________ shall comply with all of
___________________________________'s policies regarding the use and display of
___________________________________'s name, trademarks, logos, and other
identifying information that ___________________________________ provides to
____________________________________ in writing.

19 Compliance with Laws

Each party shall
1. comply with all Laws [relating to "SUBJECT MATTER OF THE AGREEMENT"],
2. keep records evidencing its compliance,
3. on the other party's reasonable request, provide these records of compliance
to the other party, and
4. notify the other party if it becomes aware of any non-compliance in
connection with this section.

20 Export Control Laws

Each party shall obtain all Permits necessary to and otherwise comply with all Laws
on export control applicable to this agreement and all transactions contemplated
under this agreement.

21 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#.
22 Publicity

22.1 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.

22.2 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.

22.3 No Unreasonable Delay

The parties will not unreasonably withhold or delay their consent to press releases
or public announcements.

23 Inspection and Audit of Books and Records

23.1 Retain Books and Records

Each party 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.

23.2 Inspection and Audit

On reasonable notice from the other party, each party shall provide the other party,
and the other party's Representatives, reasonable access to its Books and Records
that relate to this agreement (and allow the other party to make photocopies, at the
other party's expense), during normal business hours.

23.3 Corrections
If either party's audit reveals errors or discrepancies in the other party's Books and
Records, the other party shall promptly correct the error or discrepancy, including
refunding any over-payments or making up any under-payments.
24 Termination on Notice
___________________________________ may terminate this agreement for any reason
on #TERMINATION NOTICE PERIOD# Business Days’ notice to
____________________________________.

25 Effect of Termination

25.1 Termination of Obligations

Subject to paragraph "PAYMENT OBLIGATIONS", on the expiration or termination of
this agreement, each party's rights and obligations under this agreement will cease
immediately.

25.2 Payment Obligations

On the expiration or termination of this agreement, each party shall
1. 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
2. refund any payments received but not yet earned, including payments for
services not rendered, work not performed, or goods not delivered, expenses
forwarded.

26 Indemnification

26.1 Indemnification by ____________________________________

____________________________________ (as an indemnifying party) shall indemnify
___________________________________ (as an indemnified party) against all losses
and expenses arising out of any proceeding
1. brought by either a third party or ___________________________________, and
2. arising out of ____________________________________'s breach of its
obligations, representations, warranties, or covenants under this agreement.

26.2 Indemnification by ___________________________________

___________________________________ (as an indemnifying party) shall indemnify
____________________________________ (as an indemnified party) against all losses
and expenses arising out of any proceeding
1. brought by a third party, and
 2. arising out of a claim that ____________________________________'s sale of
Products infringes the third party's Intellectual Property rights.

26.3 Mutual Indemnification

Each party (as an indemnifying party) shall indemnify the other (as an indemnified
party) against all losses arising out of any proceeding
1. brought by either a third party or an indemnified party, and
2. arising out of the indemnifying party's willful misconduct or gross negligence.

26.4 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.

26.5 Notice and Failure to Notify

1. Notice Requirement. Before bringing a claim for indemnification, the
indemnified party shall
a. notify the indemnifying party of the indemnifiable proceeding, and
b. deliver to the indemnifying party all legal pleadings and other
documents reasonably necessary to indemnify or defend the
indemnifiable proceeding.
2. 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.

26.6 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.

26.7 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
1. does not require the indemnified party to make any admission that it acted
unlawfully,
2. does not effect any other legal proceeding against the indemnified party,
 3. provides that the indemnifying party will pay the claimant's monetary
damages in full, and
4. requires claimant release the indemnified party from all liability related to the
proceeding.

26.8 Exclusive Remedy

The parties' right to indemnification is the exclusive remedy available in connection
with the indemnifiable proceedings described in this section "INDEMNIFICATION".

27 Limitation on Liability

27.1 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.

27.2 ___________________________________ 's Maximum Liability

___________________________________'s aggregate liability under this agreement will
not exceed the amount of fees ____________________________________ has paid to
___________________________________.

28 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

1. any federal, state, local, or foreign government, and any political subdivision
of any of them,
2. any agency or instrumentality of any such government or political
subdivision,
3. 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
4. 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
1. trademarks and service marks, including all applications and registrations,
and the goodwill connected with the use of and symbolized by the foregoing,
2. copyrights, including all applications and registrations related to the
foregoing,
3. trade secrets and confidential know-how,
4. patents and patent applications,
5. websites and internet domain name registrations, and
6. 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
1. any law (including the common law), statute, bylaw, rule, regulation, order,
ordinance, treaty, decree, judgment, and
2. 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
1. 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
2. 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 [CLEARLY DESCRIBE THE GEOGRAPHIC SCOPE PARTY B IS

AUTHORIZED TO SELL IN].

29 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,
1. represent the final expression of the parties' intent relating to the subject
matter of this agreement,
2. contain all the terms the parties agreed to relating to the subject matter, and
3. replace all of the parties' previous discussions, understandings, and
agreements relating to the subject matter of this agreement.

30 Counterparts
1. Signed in Counterparts. This agreement may be signed in any number of
counterparts.
2. All Counterparts Original. Each counterpart is an original.
3. Counterparts Form One Document. Together, all counterparts form one
single document.

31 Amendment
This agreement can be amended only by a writing signed by both parties.

32 Relationship of the Parties

32.1 No Relationship
Nothing in this agreement creates any special relationship between the parties,
such as a partnership, joint venture, or employee/employer relationship between
the parties.

32.2 No Authority
Neither party will have the authority to, and will not, act as agent for or on behalf of
the other party or represent or bind the other party in any manner.
33 Assignment
Neither party may assign this agreement or any of their rights or obligations under
this agreement without the other party's written consent.

34 Notices
1. Method of Notice. The parties shall give all notices and communications
between the parties in writing 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.
2. Receipt of Notice. A notice given under this agreement will be effective on
a. the other party's receipt of it, or
b. if mailed, the earlier of the other party's receipt of it and the [fifth]
business day after mailing it.

35 Dispute Resolution
1. 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# arbitrator(s).
2. Judgment. Judgment may be entered on the arbitrator's award in any court
having jurisdiction.
3. Arbitrator's Authority. The arbitrator will not have the power to award any
punitive [or consequential] damages.

36 Governing Law
This agreement shall be governed, construed, and enforced in accordance with the
laws of the State of

__________________________________________________________________________________________
, without regard to its conflict of laws rules.
37 Waiver
1. Affirmative Waivers. Neither party's failure or neglect to enforce any rights
under this agreement will be deemed to be a waiver of that party's rights.
2. Written Waivers. A waiver or extension is only effective if it is in writing and
signed by the party granting it.
3. 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.
4. 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.

38 Force Majeure
A party shall not be liable for any failure of or delay in the performance of this
agreement for the period that such failure or delay is
1. beyond the reasonable control of a party,
2. materially affects the performance of any of its obligations under this
agreement, and
3. could not reasonably have been foreseen or provided against, but
4. will not be excused for failure or delay resulting from only general economic
conditions or other general market effects.

39 Severability
If any part of this agreement is declared unenforceable or invalid, the remainder will
continue to be valid and enforceable.

40 Interpretation
1. References to Specific Terms
a. 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").
b. Currency. Unless otherwise specified, all dollar amounts expressed in
this agreement refer to American currency.
 c. "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."
d. "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:
i. the then-current, actual knowledge of the directors and officers
of that party, and
ii. 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.
e. 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.
2. 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.
3. Headings. The headings used in this agreement and its division into
sections, schedules, exhibits, appendices, and other subdivisions do not
affect its interpretation.
4. Internal References. References in this agreement to sections and other
subdivisions are to those parts of this agreement.
5. 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 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 on the next Business Day.
6. 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.
7. 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#
.

41 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.

_____________________________________ ____________________________________
Full Name: Full Name:
Title: Title:
Date: Date:
Signature: Signature: