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").

Supply and Purchase of Products. The Supplier shall supply and the Purchaser shall purchase the [SHORT DESCRIPTION OF THE PRODUCTS] (the "Products") in accordance with the terms of this agreement.

Orders

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

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

the amount of each Product it is ordering,

the unit price of each Product it is ordering,

the location for delivery, and

the delivery date, allowing reasonable time for [PARTY A] to receive, review, process the Purchase Order, and ship the Products (the "Delivery Date").

Accepting, Modifying, and Rejecting Purchase Orders

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.

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.

Modification of Purchase Order. [PARTY A] may propose a modification to a Purchase Order by including in its 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].

Canceling 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 the Delivery Date.

Orders

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

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

the amount of each Product it is ordering,

the unit price of each Product it is ordering,

the location for delivery, and

the delivery date, allowing reasonable time for [PARTY A] to receive, review, process the Purchase Order and ship the Products (the "Delivery Date").

Accepting, Modifying, and Rejecting Purchase Orders

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.

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.

Modification. [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].

Cancelling Purchase Orders. [PARTY B] may, at no expense to itself, cancel part or all of a Purchase Order at any time before delivery.

Supply Forecasts. On or before the Effective Date, and thereafter on or before the last day of each calendar quarter, the Purchaser shall send the Supplier a Supply Forecast. The Supply Forecast will be a binding commitment on the Purchaser's behalf to purchase during the first quarter included in each Supply Forecast at least [MINIMUM PRODUCT PURCHASE PERCENTAGE]% of the quantity of the listed Product.

1.1. Forecasts

(a) Forecast. During the Term of this Agreement, the Purchaser shall provide the Supplier with a [FORECAST PERIOD MONTH] month written forecast, which shall be updated no less frequently than every [quarter/six months] on a rolling [six/twelve] month basis, of Purchaser's monthly anticipated requirements of the Items over the next [FORECAST PERIOD MONTH] months from the date of the forecast.

(b) Binding Forecasts. The first [BINDING PERIOD] months of each such forecast shall represent a binding commitment that the Purchaser intends to order the forecasted amount from the Supplier during such period.

(c) Non-Binding Forecasts. The quantities indicated for the remaining [NON BINDING PERIOD] months of such forecast shall be made to assist the Supplier in planning its production and the Purchaser in planning its sales, and shall be non-binding.

(d) [Order Minimum. The minimum order quantity in a single purchase order for any quarterly forecast period shall be [MINIMUM ORDER QUANTITY].]

Delivery

Delivery. [PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

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

Delivery

Delivery. [PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

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

Late Fees. [PARTY A] shall pay late fees equal to $[LATE FEE PER DAY] to [PARTY B] for each day [PARTY A] fails to deliver the [DELIVERABLE] on the delivery date specified in paragraph [DELIVERY] above, unless [PARTY A]'s failure is the result of [PARTY B]'s failure to perform or default under its obligations or responsibilities under this agreement.

Liquidated Damages Statement. [PARTY A] hereby acknowledges that

the actual damages likely to result from its late delivery of the [DELIVERABLE] are difficult to estimate on entering this agreement, and would be difficult for [PARTY B] to prove on breach, and

[PARTY A]'s payment of the late fees under paragraph [LATE FEES] are intended to compensate [PARTY B] for [PARTY A]'s breach of this agreement, not to punish [PARTY A] for its breach.

Delivery

Delivery. [PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Risk of Loss Shifts on Shipment. [PARTY A] will remain liable for any damages, losses, or defects to the [DELIVERABLE] until [PARTY A] ships the [DELIVERABLE], after which [PARTY B] will be solely liable.  

Delivery

Delivery. [PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Risk of Loss Shifts on Acceptance. [PARTY A] will remain liable for any damages, losses, or defects to the [DELIVERABLE] until [PARTY A] ships the [DELIVERABLE], after which [PARTY B] will be solely liable.  

Reasonable Efforts to Meet Delivery Date. [PARTY A] shall use reasonable efforts to deliver the [DELIVERABLE] to [PARTY B] on the delivery date specified in paragraph [DELIVERY] above.

Delivery[PARTY A] shall deliver the [DELIVERABLE] and title to the [DELIVERABLE] to [PARTY B] on [DATE, MONTH], at [DELIVERY LOCATION], using any applicable delivery method detailed in the [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days' to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]. 

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] does not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY A] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLE] for [PARTY B] to re-inspect and evaluate the [DELIVERABLE] before accepting or rejecting the re-delivery.

Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, [PARTY B] may either

terminate this agreement, or

adjust the Acceptance Criteria, and

require [PARTY A] to pay the Adjustment Fee.

Adjustment Fee. "Adjustment Fee" means $[ADJUSTMENT FEE].

Liquidated Damages Statement. [PARTY A] acknowledges that

the actual damages likely to result from the late delivery of the [DELIVERABLE], due to [PARTY A]'s failure to comply with the Acceptance Criteria, are difficult to estimate when entering this agreement and would be difficult for [PARTY B] to prove,

the parties intend that [PARTY A]'s payment of the Adjustment Fees would serve to compensate [PARTY B] for [PARTY A]'s failure to timely deliver [DELIVERABLE] that complies with the Acceptance Criteria, not to serve as punishment for any such breach by [PARTY A].

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

within [10] Business Days' of the Acceptance Period [PARTY B] fails to notify [PARTY A] that the [DELIVERABLE] fails to satisfy the Acceptance Criteria,

at any time after the Acceptance Period, [PARTY B] sells, runs, or otherwise uses the [DELIVERABLE] in a way a reasonable person would consider consider consistent with [PARTY B] having accepting ownership of the [DELIVERABLE] from [PARTY A], or

in [PARTY B]'s opinion the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] it is accepting the [DELIVERABLE].

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] does not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY B] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLES] for [PARTY B] to re-inspect and evaluate the [DELIVERABLE].

Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, then [PARTY B] may either

terminate this agreement; or

adjust the Acceptance Criteria.

Acceptance Period. [PARTY B] may have [ACCEPTANCE PERIOD] Business Days' after the date of the delivery or installation of the [DELIVERABLE] to inspect and evaluate the [DELIVERABLE] (the "Acceptance Period").

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days' to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]. 

Rejection. If in [PARTY B]'s opinion the [DELIVERABLE] do not satisfy the Acceptance Criteria

[PARTY B] shall deliver to [PARTY A] a written list detailing each failure to satisfy the Acceptance Criteria, and

[PARTY A] shall use reasonable efforts to promptly correct the [DELIVERABLE], and re-deliver the [DELIVERABLE] for [PARTY B] to re-inspect and evaluate the [DELIVERABLES] before accepting or rejecting the re-delivery.

Continued Failure. If in [PARTY B]'s opinion, [PARTY A]'s corrections fail to satisfy the Acceptance Criteria [NUMBER OF FAILURES ACCEPTANCE CRITERIA] times, [PARTY B] may either

terminate this agreement, or

adjust the Acceptance Criteria.

Acceptance Criteria. The Acceptance Criteria are the specifications the [DELIVERABLE] must meet for [PARTY A] to comply with its requirements and obligations, and detailed in [ATTACHMENT], attached to this agreement.

Acceptance

Acceptance of Delivery. [PARTY A] will be deemed to have completed its delivery obligations if

in [PARTY B]'s opinion, the [DELIVERABLE] satisfies the Acceptance Criteria, and

[PARTY B] notifies [PARTY A] in writing that it is accepting the [DELIVERABLE].

Inspection and Notice. [PARTY B] will have [INSPECTION PERIOD] Business Days to inspect and evaluate the [DELIVERABLE] on the delivery date before notifying [PARTY A] that it is either accepting or rejecting the [DELIVERABLE]. 

Acceptance Criteria. The "Acceptance Criteria" are the specifications the [DELIVERABLES] must meet for [PARTY A] to comply with its requirements and obligations under this agreement, detailed in [ATTACHMENT], attached to this agreement.

1. Pricing

1.1. Product Prices. The initial prices for all Products are set forth in Schedule A. All prices are FOB the Supplier's designated shipping point.

1.2. Updated Price List. The Supplier shall update its price list each calendar quarter and give Notice of the updated list to the Purchaser no later than [15] days before the end of each calendar quarter.

Purchase Price[PARTY B] shall pay the Purchase Price

in an initial down payment of $[DOWN PAYMENT AMOUNT] due on [[DATE, MONTH] / the date of this agreement], and

with the remaining payment of $[REMAINING PAYMENT AMOUNT] due on [[DATE, MONTH] / delivery and [PARTY B]'s acceptance (after [PARTY B] has reasonable opportunity to inspect, at its own expense)],

both payment made in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Purchase Price

Deposit Purchase Price. Within three Business Days after the Effective Date, [PARTY B] shall deposit the Purchase Price with the third party escrow agent, namely [NAME OF ESCROW AGENT] (the "Escrow Agent").

Termination for Failure to Deposit. If [PARTY B] does not deposit the Purchase Price with the Escrow Agent within three Business Days' after the Effective Date, [PARTY A] may terminate this agreement with immediate effect.

Release Purchase Price. The Escrow Agent shall promptly release the Purchase Price to

[PARTY A], if the [DELIVERABLE] is successfully transferred under paragraph [SUCCESSFUL TRANSFER], or

[PARTY B], if [PARTY B] terminates this agreement under paragraph [TERMINATION FOR FAILURE TO TRANSFER].

Invoicing and Payment

Invoice Delivery. [PARTY A] shall deliver its invoices for payment to [PARTY B] [bi-weekly / monthly].

Invoice Procedure and Requirements. [PARTY A] shall 

make each invoice to [PARTY B] in writing, with each invoice including

 an invoice number,

 the invoice date and accounting period,

 the total amount due,

 the routing number, direct deposit number, or address the payment should be made to, and

 the accounting that details the specific sales, deliverables, services, or other work the invoice is for, and

send each invoice to the recipient [PARTY B] specifies directly below:

Name:

Title:

Mailing Address:

Email Address:

Payment. [PARTY B] shall pay the Compensation specified in the invoice

within [PAYMENT DEADLINE] Business Days' after receiving each invoice, 

in immediately available funds, and

to the account or address [PARTY A] specifies in the invoice.

Purchase Price. [PARTY B] shall pay the Purchase Price to [PARTY A]

in full,

on [[DATE, MONTH] / delivery and [PARTY B]'s acceptance (after [PARTY B] has reasonable opportunity to inspect, at its own expense)],

in immediately available funds, and

to the account [PARTY A] lists directly below:

Account Number:

Routing Number:

Purchase Price

Paid in Installments[PARTY B] shall pay the Purchase Price to [PARTY A]

in installments, in the amounts and according to the schedule listed below,

in immediately available funds, and

to the account [PARTY A] lists directly below:

Account Number:

Routing Number:

Installment Amounts and Schedule

First Installment: $[FIRST INSTALLMENT AMOUNT], due [FIRST INSTALLMENT DUE DATE]

Second Installment: $[SECOND INSTALLMENT AMOUNT], due [SECOND INSTALLMENT DUE DATE]

Third Installment: $[THIRD INSTALLMENT AMOUNT], due [THIRD INSTALLMENT DUE DATE]

Fourth Installment: $[FOURTH INSTALLMENT AMOUNT], due [FOURTH INSTALLMENT DUE DATE]

FIFTH Installment: $[FIFTH INSTALLMENT AMOUNT], due [FIFTH INSTALLMENT DUE DATE]

[INCLUDE ADDITIONAL INSTALLMENT AMOUNTS AND DATES AS NECESSARY]

Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term

Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for [TERM YEARS] years, unless terminated earlier (the "Initial Term").

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

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

Term

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").

Automatic RenewalSubject 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").

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.

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

Representations

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

Execution and Delivery. The parties have executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Restrictions. [Except as disclosed in their respective disclosure schedule,] neither party is under any restriction or obligation that would affect the performance of their obligations under this agreement.

No Conflicts. [Except as disclosed in their respective disclosure schedule, ]Neither party's execution, delivery, and performance of this agreement will not result in its violation or breach of, or conflict with any

provision of its articles of incorporation or bylaws,

applicable Law or Order, or

other [Material Contract / agreement] it is a party to.

Mutual Representations

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

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

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.

No ConflictsNeither party is under any restriction or obligation that may affect the performance of its obligations under this agreement.

Mutual Representations

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

Execution and Delivery. The parties have executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that may affect the performance of its obligations under this agreement.

Limited Warranty

Warranty. [PARTY B] warrants that the Products

will be free from material defects, 

are made with workmanlike quality, and

will conform, within normal commercial tolerances, to the applicable specifications.

Replacement Products. Subject to paragraphs [NOTICE REQUIREMENT] and [EXCLUSIONS] directly below, [PARTY B]'s sole remedy for breach of this limited warranty will be [PARTY A] providing [PARTY B] with a replacement Product, at [PARTY A]'s sole expense.

Notice Requirement[PARTY A] will only be required to replace Products under paragraph [REPLACEMENT PRODUCTS] if it receives written notice from [PARTY B] of such defect or nonconformity within 90 days after delivery of the Products.

ExclusionsThis warranty does not extend to any Product [PARTY B] abuses, neglects, or misuses according to the applicable documentation or specifications, or to any Product [PARTY B] has had repaired or altered by a Person other than [PARTY A].

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

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].

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure. [PARTY B] may not disclose Confidential Information[, the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Effect of Termination

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.

Payment Obligations. Even after termination or expiration of this agreement, each party shall

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

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

No Further Liability. On termination or expiration of this agreement, neither party will be liable to the other party, except for liability

that arose before the termination or expiration of this agreement, or

arising after the termination or expiration of this agreement and in connection with sections [[CONFIDENTIALITY], [TAXES], or [TERMINATION]].

Effect of Termination

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.

Payment Obligations. On the expiration or termination of this agreement, each party shall

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

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

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY A] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE].

Limitation on Liability

[PARTY B] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

[PARTY A] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY B] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE]. 

Limitation on Liability

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.

Maximum Liability

[PARTY A]'s Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability. [PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY]] [the total amount paid by [PARTY A] to [PARTY B] under this agreement over the [six] months preceding the claim giving rise to the liability]].

Limitation on Liability

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 have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability. [PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY] [the total amount paid to [PARTY B] over the six months preceding the claim giving rise to liability]].

Excluded Claims

Excluded Claims for [PARTY A]. [PARTY A] will not be liable for losses due to any claims arising out of this agreement and related to [PARTY A EXCLUDED CLAIMS SCOPE].

Excluded Claims for [PARTY B]. [PARTY B] will not be liable for losses due to any claims arising out of this agreement and related to[PARTY B EXCLUDED CLAIMS SCOPE].

 Limitation on Liability

 [PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

 Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

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.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

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.

General Provisions

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,

represent the final expression of the parties' intent relating to the subject matter of this agreement,

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

replace all of the parties' previous discussions, understandings, and agreements relating to the subject matter of this agreement.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

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

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

Assignment

[PARTY B] Requires [PARTY A]'s Consent. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign. [PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Independent Contractor Status

Status. [PARTY B] is an independent contractor, and nothing in this agreement creates a partnership, joint venture, employer/employee, principal-and-agent, or any similar relationship between the parties.

No Authority. [PARTY B] has no authority to, and will not, act as agent for or on behalf of [PARTY A] or represent or bind [PARTY A] in any manner.

No Benefits. [PARTY B] will not be entitled to any of the benefits afforded to [PARTY A]'s employees.

Relationship of the Parties

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.

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.

Notices

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.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, the earlier of the other party's receipt of it and the [fifth] business day after mailing it. 

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

Waiver

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.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

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.

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.

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.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by the laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE], in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE], and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

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]