DRAFT

COMPANY RESELLER AGREEMENT

Address/City/State/Zip: _________________________________________________________________

COMPANY Reseller Authorization Number: _____________________________________________________

This Agreement is between COMPANY, Inc., by and through (“COMPANY”) and the reseller named above (“Reseller”) and establishes the terms
and conditions for Reseller’s participation in the COMPANY PRODUCT Reseller Program (the “Program”). Under the Program, COMPANY will
provide marketing and promotional support to Reseller as specified in this Agreement related to Reseller’s purchase and license of COMPANY
PRODUCT products for resale either.

1. Reseller Qualification 4.1. COMPANY’s Reseller program will contain various participation
levels. Each level has a fee associated with that level. Reseller’s
1.1 In order to ensure adequate technical and marketing support to participation level, and obligation to pay the associated fee will be
end users, eligibility to resell COMPANY PRODUCT products is indicated in Attachment A hereto. COMPANY will invite Reseller from
subject to meeting certification requirements as described in the time to time to participate in the co-operative advertising, market
Program Materials attached hereto as Attachment B. These Program development and promotional programs offered by COMPANY as
Materials contain a detailed description of the benefits to a Reseller of defined in the Program Materials. Reseller may, at its option,
as well as the requirements of a Reseller under this program. Reseller participate in such programs during the term of this Agreement.
will not sell COMPANY products without arranging for adequate post- COMPANY reserves the right to terminate or modify such programs at
sales support. any time at its sole discretion.

2. Relationships 4.2. Reseller shall exert best efforts to market COMPANY PRODUCT
2.1. Reseller is an independent contractor engaged in purchasing products, and shall use all promotional materials supplied by
COMPANY PRODUCT products for resale to its customers. Reseller COMPANY. It is Reseller’s responsibility to help its customers
is not an agent or legal representative of COMPANY for any purpose, determine which system configuration would best serve their needs.
and has no authority to act for, bind or commit COMPANY.
4.3. As defined in the Program Materials, Reseller shall have sufficient
2.2. Reseller has no authority to make any commitment on behalf of technical knowledge of the COMPANY PRODUCT products in general,
COMPANY with respect to quantities, delivery, modifications, and will have access to appropriate COMPANY sales and technical
interfacing capability, suitability of software or suitability in specific training.
applications. Reseller has no authority to modify the warranty offered
with COMPANY products. Reseller will indemnify COMPANY from 4.4. COMPANY does not represent that it will continue to manufacture
liability for any modified warranty or other commitment by Reseller not any particular item or model of product indefinitely or even for any
specifically authorized by COMPANY. specific period. COMPANY specifically reserves the right to modify any
of the specifications or characteristics of its products, to remove any
2.3. Reseller will not represent itself in any way that implies Reseller is product from the market, and/or to cease manufacturing or supporting
an agent or branch of COMPANY. Reseller will immediately change or it.
discontinue any representation or business practice found to be
misleading or deceptive by COMPANY immediately upon notice from 4.5. Reseller is expected and encouraged to advertise and promote
COMPANY. the sales of COMPANY products through all appropriate media
including trade show exhibits, catalogs and direct mailings, space
3. Term, Limitations, Termination advertising, educational meetings, sales aids, etc. COMPANY must
3.1. The term of this Agreement is twelve (12) months from the date of approve all such materials that use COMPANY’s name or trademarks.
acceptance by Reseller and COMPANY. This Agreement shall COMPANY will assist Reseller in advertising and promoting
automatically renew on each subsequent year for a one-year term, COMPANY products in accordance with COMPANY’s policy.
unless it is terminated earlier in accordance with this Agreement.
5. Limitation of Liability
3.2. COMPANY or Reseller may terminate this Agreement without UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT
cause at any time upon thirty (30) days written notice or with cause at CLAIMS, SHALL COMPANY BE LIABLE TO RESELLER OR ANY
any time upon fifteen (15) days written notice, except that neither the OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST
expiration nor earlier termination of this Agreement shall release either REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL,
party from any obligation which has accrued as of the date of INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF
termination. COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR
DAMAGE.
3.3. COMPANY may, from time to time, give Reseller written notice of
amendments to this Agreement. Any such amendment will 6. Use of COMPANY Trademarks
automatically become a part of this Agreement thirty (30) days from the 6.1. Reseller acknowledges the following:
date of the notice, unless otherwise specified in the notice. 6.1.a. COMPANY owns all right, title and interest in the
Streamasnter and COMPANY names and logotypes.
3.4. Upon expiration, non-renewal or termination of this Agreement, all 6.1.b. COMPANY is the owner of certain other trademarks and
interests in accrued marketing funds (if any) will automatically lapse. tradenames used in connection with certain product lines and
software.
4. Reseller Programs 6.1.c. Reseller will acquire no interest in any such trademarks
or tradenames by virtue of this Agreement, its activities under it, or
any relationship with COMPANY.

1 of 4 03/01/22
 DRAFT
6.2. During the term of this Agreement, Reseller may indicate to the 12. Government Contract Conditions
trade and to the public that it is an Authorized Reseller of the In the event that Reseller elects to sell COMPANY products or services
COMPANY PRODUCT products. With COMPANY’s prior written to the U.S. Government, Reseller does so solely at its own option and
approval, Reseller may also use the COMPANY trademarks and risk, and agrees not to obligate COMPANY as a subcontractor or
tradenames to promote and solicit sales or licensing of COMPANY otherwise to the U.S. Government. Reseller remains solely and
products if done so in strict accordance with COMPANY’s guidelines. exclusively responsible for compliance with all statutes and regulations
Reseller will not adopt or use such trademarks or tradenames, or any governing sales to the U.S. Government. COMPANY makes no
confusingly word or symbol, as part of its company name or allow such representations, certifications or warranties whatsoever with respect to
marks or names to be used by others. the ability of its goods, services or prices to satisfy any such statutes
and regulations.
6.3. At the expiration or termination of this Agreement, Reseller shall
immediately discontinue any use of the PRODUCT and COMPANY 13. Miscellaneous
names or trademarks or any other combination of words, designs, Notices under this Agreement must be sent by telegram, telecopy or
trademarks or tradenames that would indicate that it is or was a registered or certified mail to the appropriate party at its address stated
reseller of the COMPANY products. on the first page of this Agreement (or to a new address if the other
has been properly notified of the change). A notice will not be effective
7. Product Warranty until the addressee actually receives it.
7.1. The warranty terms and conditions will be as specified in the This Agreement and its schedules represent the entire agreement
PRODUCT Standard Terms and Conditions of Sale. between the parties regarding this subject. This Agreement
supersedes all previous oral or written communications between the
7.2. COMPANY’S WARRANTY IS IN LIEU OF ALL OTHER parties regarding the subject, and it may not be modified or waived
WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY except in writing and signed by an officer or other authorized
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR representative of each party. Neither party will be liable to the other for
FITNESS FOR A PARTICULAR PURPOSE. any delay or failure to perform if that delay or failure results from a
cause beyond its reasonable control. If any provision is held invalid, all
8. Software and Firmware other provisions shall remain valid, unless such invalidity would
8.1 The software license terms will be specified in PRODUCT frustrate the purpose of this Agreement. Texas’ law governs this
Standard Terms and Conditions of Sale and any Software Agreement without consideration to that body of law referred to as
Maintenance Agreement entered into by the parties. “conflicts of laws”. COMPANY and Reseller will attempt to settle any
claim or controversy arising out of it through consultation and
8.2 One or more components of equipment Reseller purchases may negotiation in good faith and a spirit of mutual cooperation. Any
contain firmware programs built into their circuitry. Reseller’s purchase dispute which cannot be resolved through negotiation or mediation
of that equipment includes a non-exclusive license to use and sub- may be submitted to the courts of appropriate jurisdiction.
license the firmware only as part of the equipment and only under the
following conditions: (a) COMPANY (or its supplier) retains all title and
ownership to the programs; (b) the firmware may not be copied, Reseller
disassembled, decompiled or reverse engineered under any
circumstances; and (c) Reseller will only transfer possession of the Company: _________________________________________
programs in conjunction with a transfer of equipment.
Signed: _________________________________________
9. Proprietary Information
9.1 COMPANY and Reseller shall each exercise due diligence to Print Name: _________________________________________
maintain in confidence and not disclose to any third party any
proprietary information furnished by the other to it on a confidential Title: _________________________________________
basis and identified as such when furnished. Except in accordance
with this Agreement, neither party shall use such information without Date: _________________________________________
permission of the party that furnished it. As used in this paragraph,
“due diligence” means the same precaution and standard of care which
that party uses to safeguard its own proprietary data, but in no event
less than reasonable care. The provisions of this Section shall survive
for five (5) years beyond the expiration, non-renewal or termination of COMPANY, Inc.
this Agreement.
Signed: _________________________________________
9.2 This Agreement does not grant any license under any patents or
other intellectual property rights owned or controlled by or licensed to Print Name: ________________________________________
COMPANY. Reseller shall not have any right to manufacture
COMPANY products. Title: _________________________________________

10. Export Controls Date: _________________________________________

11. Compliance with Laws

2 of 4 03/01/22
 DRAFT
Attachment A
Reseller Participation Designation

Reseller shall participate in the PRODUCT Reseller program at the following level:

_____ Platinum $50,000

_____ Gold $20,000

3 of 4 03/01/22
 DRAFT
Attachment B

PROGRAM MATERIALS

4 of 4 03/01/22