AFFILIATE ADOPTION AGREEMENT

This Affiliate Adoption Agreement (this "Agreement"), dated as of the Adoption Effective Date in the signature block below, is between [ENTITY NAME], whose principal place of business is at [ENTITY ADDRESS] ("Program Owner"), and [AFFILIATE NAME], whose principal place of business is at [AFFILIATE ADDRESS] ("Partner Affiliate").

BACKGROUND

(A) Program Owner and ${OriginalPartner_name} ("Existing Partner") have, as the original parties, entered into the Program Owner for Work Education Commercial Partner Agreement(s), including the Product Schedule(s) and the Education Partner Program Guide ("Program Guide") (collectively, and as may be amended from time to time by Program Owner and Existing Partner, the "Existing Partner Contracts"). The Existing Partner Contracts govern Existing Partner's participation in and resale and/or supply of certain Products under the Education Partner Program ("Program").

(B) Program Owner and Partner Affiliate wish to enter into agreements pursuant to which Program Owner will allow Partner Affiliate to participate in the Program under the Existing Partner Contracts (except as amended pursuant to this Agreement), subject to Partner Affiliate meeting the requirements for participation in the Program as described in the Existing Partner Contracts (including the Program Guide).

(C) Program Owner and Existing Partner have acknowledged and agreed in the Existing Partner Contracts that Partner Affiliate may participate in the Program under certain circumstances defined in the Existing Partner Contracts (including the Program Guide).

Accordingly, in consideration of the mutual promises contained in this Agreement, Program Owner and Partner Affiliate hereby agree as follows:

Amendment to [AGREEMENT NAME]

This amendment to the [AGREEMENT NAME] dated [EFFECTIVE DATE OF AGREEMENT] (the "Agreement") is made on [AMENDMENT EFFECTIVE DATE] between [PARTY A NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY B ADDRESS] (the "[PARTY B ABBREVIATION]").

[COMPANY NAME]

Board Resolution

At the meeting of the Board of Directors of [COMPANY NAME] on [MEETING DATE], the following resolutions were proposed and approved by the board.

Carrier Service Agreement

This Carrier Service Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]").

RECITALS:

A. [PARTY A] provides telecommunications services and equipment identified on [ATTACHMENT], attached to this agreement.

B. [PARTY B] desires to purchase, on the terms and conditions of this agreement, telecommunications services from [PARTY A].

Confidentiality Agreement

This Confidentiality Agreement is made on [EFFECTIVE DATE] (the "Effective Date") between [PARTY A NAME] and [PARTY B NAME].

Non-Disclosure Agreement

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

Proof of Concept Agreement

This Proof of Concept Agreement is made and entered into by and between [PARTY A NAME] with offices at [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] with offices at [PARTY B ADDRESS] ("[PARTY B]"). [PARTY A] and [PARTY B] are sometimes collectively referred to as the “Parties” and singularly as a “Party”.

Request for Proposal

[PROJECT NAME OR DESCRIPTION]

[DATE]

Issued by:

[COMPANY NAME]

Secretary's Certificate / Incumbency

Filing Form: [FORM AND ACCESSION NUMBER]

File Date: 

Exhibit: 

EXECUTION VERSION

[PARTY A NAME], as [PARTY A FILING CAPACITY],

and

[PARTY B NAME], as [PARTY B FILING CAPACITY].

Subscription and Support Agreement

This Subscription and Support Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Supply Agreement

This Supply Sales 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]").

Support and Maintenance Agreement

This Support and Maintenance is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Trademark License Agreement

This Trademark License Agreement is made on [EFFECTIVE DATE] (the "Effective Date") by and between [LICENSOR NAME] [whose principal place of residence is at/a [CORPORATE JURISDICTION] corporation with its principal place of business at] [LICENSOR ADDRESS] (the "Licensor") and [LICENSEE NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [LICENSEE ADDRESS] (the "Licensee").

Resolved: Each person whose name is set forth on Exhibit A shall be granted an option (each an “Option” and collectively the “Options”) to purchase the number of shares of the Company’s Common Stock listed in Exhibit A.

Resolved: The option grants, vesting schedule, and other terms and conditions of the grant are set forth in the [Company's Stock Option Plan, dated [        ] OR stock option agreement executed by each person granted an option].

Whereas: The Board has considered the following factors in determining the fair market value of the Company’s Common Stock:

  • the value of tangible and intangible assets of the Company;
  • the present value of future cash flows;
  • the public trading price or private sale price of comparable companies;
  • control premiums and discounts for lack of marketability;
  • whether the method is used for other purposes;
  • whether all available information is taken into account in determining value.

Whereas: In accordance with the above factors, the Board determined that the fair market value of the Company’s Common Stock is $[STOCK VALUE] per share.

Resolved: Based on the factors and the Board’s analysis detailed above, the fair market value of the Company’s Common Stock as of the date hereof is hereby determined to be $[STOCK VALUE].

Resolved Further: Unless otherwise set forth on Exhibit A, the exercise price for the Options shall be $[EXERCISE PRICE] per share.

Resolved: The Board has reviewed the written valuation report dated Written Valuation Report Date and has determined that $Per Share Value per share (the per share value reflected in the written valuation report) is the current fair market value of the Company’s Common Stock, which determination has been made in good faith, based on all of the relevant facts and circumstances as of the date hereof and taking into account, to the extent applicable, some or all of the following factors: the value of the Company's tangible and intangible assets, the present value of future expected cash-flows of the Company, the market value of the stock or other equity interests of similarly situated companies whose value can be readily determined through objective means, and other relevant factors such as control premiums or discounts for lack of marketability.

Resolved Further: Unless otherwise set forth on Exhibit A, the exercise price for the Options shall be $__________ per share.

Resolved: That the Board has reviewed the written valuation report dated [Date] and has determined, in good faith and based on all of the relevant facts and circumstances as of the date hereof, that there have not been any changes that would materially affect the value of the Company since the written valuation report was previously reviewed and approved and, therefore, $__________ per share (the per share value reflected in the written valuation report) is hereby determined to be the fair market value of the Company’s Common Stock as of the date hereof.

Resolved Further: That, unless otherwise set forth on Exhibit A, the exercise price for the Options shall be $__________ per share.

Signed:

(President) or (Chairman)

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]

Exhibit A

Stock Option Grants

Name Number of Shares Stock Plan and Vesting Schedule