Endgame Systems, LLC Confidential

SAAS RESELLER AGREEMENT

THIS SAAS RESELLER AGREEMENT (this “Agreement”) is made and entered into by and between Endgame Systems, LLC
(“Endgame Systems”), a Georgia corporation, and ______________, Inc.(“Sales Agent”), a ________________company. This
Agreement is effective as of ______________________ (the “Effective Date”).

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1. DEFINITIONS. Territory and Sales Agent hereby accepts the engagement,

all upon the terms and conditions set forth in this
1.1 “Agent’s Fees” means the fees paid in connection Agreement.
with the sale of the ipTrust Products to Referred
Subscribers, which fees will be computed and payable as 2.2 Responsibilities. Sales Agent shall:
set forth in the attached Product Schedule.
(a) Use its best efforts to establish, promote and
1.2 “Confidential Information” means all non-public maximize sales of the ipTrust Products in the Territory, and
information, whether written, visual or otherwise, that to solicit subscribers to execute Subscriber Contracts;
disclosed by a party to the other under this Agreement that
the recipient knows or reasonably should know is (b) Market and sell the ipTrust Products on behalf of
considered confidential by the disclosing party. Endgame Systems in the Territory in accordance with the
Product Schedule;
1.3 “Endgame Systems Marks” means the marks
“ipTrust,” “Awareness,” “Knowledge”, “Endgame Systems” (c) Maintain, at its expense, an adequate place or
and any other trademark, service mark, logo design or places of business within the Territory and sufficiently
other designation used by Endgame Systems in connection trained and qualified personnel (i) for presentation of the
with the ipTrust Products during the Term of this ipTrust Products to subscribers and prospective
Agreement. subscribers in the Territory for the purpose of promoting
sales of ipTrust Products in the Territory, (ii) for training
1.4 “ipTrust Products” means the products and subscribers in the use of ipTrust Products, (iii) for providing
services identified on the Product Schedule. first tier telephone support to subscribers and (iv) to
otherwise to meet its obligations hereunder;
1.5 “Net Product Revenue” means the amounts
received from the sale of the ipTrust Products to Referred (d) Conduct its business so as to maintain and increase
Subscribers less (i) taxes, (ii) returns, (iii) refunds, and (iv) the goodwill and reputation of Endgame Systems and to
the third party fees listed on the Product Schedule, as reflect favorably on the parties and the ipTrust Products at
amended by the parties in writing from time to time. Both all times. Sales Agent shall not engage in any unfair or
parties must mutually agree in writing upon deduction of deceptive business practices with respect to the ipTrust
any other amounts. Costs associated with the marketing of Products;
the ipTrust Products are not deductible.
(e) Procure subscriptions to ipTrust Products at the
1.6 “Product Schedule” means the schedule attached prices and upon the terms as Endgame Systems
as Exhibit A. establishes from time to time;

1.7 “Promotional Materials” has the meaning given to (f) Pay all expenses incurred by Sales Agent in the
it in Section 5.2 below. performance of its duties under this Agreement; and

1.8 “Referred Subscriber” means an Endgame (g) Comply with all statutes, laws, ordinances, rules,
Systems Product subscriber who was sourced entirely by regulations and any other governmental authority in
Sales Agent. connection with the advertising, promotion, marketing and
sale of the Products.
1.9 “Subscriber Contract” means the contract in the
form, and containing the terms and conditions (including 2.3 Limits of Authority. Sales Agent shall not, without
price and payment terms), established by Endgame prior written approval from an authorized representative of
Systems from time to time for the sale of its ipTrust Endgame Systems, take any of the following actions:
Products. Subscriber Contracts may be electronic or paper-
based, as determined by Endgame Systems. (a) Waive, alter, or change any provision of any terms
and conditions (including warranty) for or other
1.10 “Term” means, collectively, the Initial Term and all documentation related to the ipTrust Products;
Renewal Terms, if any (as those terms are defined in
Section 6.1). (b) Modify or extend the amount of time for the payment
of any charge or fee required for the purchase of ipTrust
1.11 “Territory” has the meaning given to it on Exhibit A. Products;

2. APPOINTMENT. (c) Modify or alter any provision of a Subscriber

Contract;
2.1 Appointment as Sales Agent. Subject to the
terms and conditions set forth in this Agreement and Sales (d) Endorse, cash checks, drafts or money orders
Agent’s fulfillment of all of its obligations under this payable to Endgame Systems or others for the ipTrust
Agreement, Endgame Systems hereby engages Sales Products; or
Agent as its sales agent to market, advertise and procure
subscriptions to the ipTrust Products non-exclusively in the

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(e) Sell or promise to deliver any ipTrust Products and one and one-half percent (1.5%) per month, or the
services other than those listed the Product Schedule, maximum rate permitted by law, whichever is less.
without the prior written consent of Endgame Systems.
3.3 Records and Audit. Both parties shall maintain
2.4 Marketing Support. Endgame Systems shall and make available for inspection during the Term and for
provide Sales Agent reasonable content and marketing three years following the termination of this Agreement, all
collateral in order to support Sales Agent efforts under books, records, contracts and accounts relating to the
Section 2.2. This support will likely include product payments due the parties under this Agreement. A party
descriptions and promotional copy, product specifications, may, at its sole expense, upon thirty days’ prior written
sample product content or deliverables, sales literature notice to the other party and at the location of the party to
(including PowerPoint presentations), and scripts as be audited during normal business hours, audit that party’s
applicable. Endgame Systems will also engage in records relating to the amounts paid under this Agreement.
reasonable training of Sales Agent personnel, including, If the results of an audit reveal underpayment, then the
without limitation, second tier telephone support. underpaying party shall immediately pay the deficiency to
the other party plus interest at a rate of one and one-half
2.5 Reservation. Endgame Systems reserves the right percent (1.5%) per month, or the maximum rate permitted
and option to discontinue offering the ipTrust Products and by law, whichever is less. In addition, the cost of the audit
to change and modify the ipTrust Products as Endgame shall be borne by the party requesting the audit unless the
Systems sees fit. results thereof reveal that the other party has underpaid
amounts due hereunder by more than five percent (5%), in
2.6 Sourcing Determination. Promptly following the which case the other party shall immediately pay the
Effective Date, the parties shall agree upon a process or requesting party the reasonable cost of the audit. If the
method that will be used to determine which Endgame audit reveals any overpayment, the overpaid party shall
Systems Product subscribers were sourced by Sales immediately remit the amount of the overpayment to the
Agent. This may take the form of a unique electronic code other party.
to be provided to prospective subscribers or a special sign-
up page on the Internet that the prospective subscriber 3.4 Taxes. Each of the parties is responsible for the
must complete to register for the ipTrust Products. payment of all taxes that may be levied or assessed upon it
in connection with this Agreement. Notwithstanding the
3. COMPENSATION. above, unless a party provides the other with a certificate of
exemption from the applicable taxing authorities, the paying
3.1 Fees. Agent’s Fees shall be paid during the term of party will deduct from all payments to other party hereunder
this Agreement and the one year period immediately all applicable withholding taxes. If a party is required to
thereafter, and only on continuous Referred Subscriber withhold taxes, that party agrees to provide other party with
subscriptions. The Agent’s Fees shall be computed written evidence of the withholding.
quarterly by the party performing the billing and payment
collections function for the ipTrust Products, as specified 3.5 No Fees Payable.
further within the applicable Product Schedule. If Agent
has the responsibility for the calculation, Sales Agent shall (a) Endgame Systems has no obligation to pay fees on
remit the Net Product Revenue received during the month any of the following: (i) lapsed or terminated subscriptions;
to Endgame Systems, net of applicable Agent Fees, within (ii) ipTrust Products other than the ipTrust Products, or (iii)
45 days of the end of the applicable calendar quarter, amounts received more than one year after this Agreement
unless otherwise specified in a Product Schedule. If expires or terminates for any reason.
Endgame Systems has the responsibility for the
calculation, Endgame Systems shall pay Agent’s Fees (b) No fees will be payable on any subscription for
within 45 days of the end of the applicable calendar which Endgame Systems does not receive good funds as
quarter, unless otherwise specified in a Product Schedule. payment , if Endgame is the paying party. Moreover, no
Each payment shall be accompanied by a report that fees will be payable by Endgame Systems if Endgame
shows the amount of the fees for the quarter and the Systems is unable to determine that the subscriber was
calculations and basis for the payment. sourced entirely by Sales Agent and that Sales Agent was
responsible for the sale. Sales Agent acknowledges that
3.2 Payment. All payments under this Agreement shall Endgame Systems may determine whether a new
be in United States currency drawn on a United States subscriber is Referred Subscriber based solely on a unique
bank. Payments based on sales in other currencies shall electronic code provided by Sales Agent to that subscriber
be converted to U.S. Dollars according to the official rate of or the subscriber’s registration for the ipTrust Products on a
exchange for that currency, as published in The Wall Street special sign-up page on the Internet, and that Sales Agent
Journal (Western Edition) on the last day of the calendar will not receive Agent’s Fee where the subscriber enters
quarter in which the payment accrued (or, if not published the wrong code or fails to use that special sign-up page, or
on that day, the last publication day for The Wall Street Endgame Systems is otherwise unable to definitively
Journal during that calendar quarter). Any sum not paid determine that the Sales Agent sourced, and was
within five days of the payment due date (as set forth in responsible for, the sale. If there is a question as to
Section 3.1 above) will be subject to interest at the rate of whether a subscriber qualifies as a Referred Subscriber,
Endgame Systems shall determine the matter in good faith,

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as Endgame Systems determines to be equitable. use of, the Confidential Information of the disclosing party,
Endgame Systems’ decision will be final and controlling. which independent development the receiving party shall
have the burden of proving. A disclosure of Confidential
4. PROPRIETARY RIGHTS AND Information that is legally compelled to be disclosed
CONFIDENTIALITY. pursuant to a subpoena, summons, order or other judicial
or governmental process shall not be considered a breach
4.1 Ownership. Sales Agent acknowledges that, as of this Agreement; provided the receiving party provides at
between the parties, Endgame Systems owns the ipTrust least 10 business days’ prior written notice of any
Products. All right, title and interest in and to the ipTrust subpoena, order, or the like to the other party so that the
Products, including without limitation, all copyrights, trade party has the opportunity to obtain a protective order or
secrets and other intellectual property rights pertaining otherwise oppose the disclosure or seek protective
thereto will remain vested in Endgame Systems. Sales treatment.
Agent shall not modify, distribute, transfer, reverse
engineer, decompile or disassemble the ipTrust Products. 4.4 Permitted Disclosures. A party may disclose
Endgame Systems reserves all rights not expressly granted information concerning this Agreement and the
to Sales Agent hereunder. There are no implied rights. transactions contemplated hereby, including providing a
Sales Agent will not alter, remove, modify or suppress any copy of this Agreement, to any or all of the following: (a)
confidentiality legends or proprietary notices placed on or potential acquirers, merger partners, investors and their
contained within the ipTrust Products. personnel, attorneys, auditors and investment bankers,
solely in connection with the due diligence review of such
4.2 Confidentiality. Each party agrees to maintain in party by persons and provided that the disclosures are
confidence all Confidential Information. Confidential made in confidence, (b) the party’s outside accounting firm,
Information of Endgame Systems includes the terms and or (c) the party’s outside legal counsel. Upon expiration or
conditions of this Agreement and all payment reports termination of this Agreement for any reason, each party
delivered pursuant to this Agreement. Each party, as shall promptly return to the other party, or destroy, as the
receiving party, agrees that it shall not use the discloser’s parties agree, all copies of the other party’s Confidential
Confidential Information other than as necessary to perform Information. A party may also disclose this Agreement
this Agreement or exercise its rights hereunder, and each under seal in any litigation concerning this Agreement.
party further agrees that it shall not disclose or make
available the disclosing party’s Confidential Information any 4.5 Injunctive Relief. Monetary damages will not be an
person or entity, except as a necessary part of performing adequate remedy for breach of the obligations set forth
its obligations hereunder, and shall take all reasonable herein. In addition to all other remedies, the non-breaching
steps to prevent unauthorized disclosure or use of the party will have the right to apply to a court of competent
disclosing party’s Confidential Information and to prevent it jurisdiction for a temporary restraining order, preliminary
from falling into the public domain or into the possession of injunction or other equitable relief, without the need to post
unauthorized persons. The receiving party shall not bond or other security.
disclose Confidential Information of the disclosing party to
any person or entity other than its employees and 5. TRADEMARKS
consultants who need access to such Confidential
Information in order to effect the intent of this Agreement 5.1 Grant of License. Subject to the terms and
and who have entered into written confidentiality conditions set forth in this Agreement and Sales Agent’s
agreements with the receiving party under terms sufficient fulfillment of all of its obligations under this Agreement,
to enable the disclosing party to comply with its Endgame Systems hereby grants to Sales Agent a
confidentiality obligations under this Agreement. The personal, non-exclusive, non-transferable license,
receiving party shall immediately give notice to the exercisable only within the Territory, to use the Endgame
disclosing party of any unauthorized use or disclosure of Systems Marks to market, advertise and sell the ipTrust
disclosing party’s Confidential Information. The disclosing Products.
party agrees to assist the other party in remedying the
unauthorized use or disclosure of its Confidential 5.2 Advertising and Promotional Materials. All
Information. advertising, promotional materials (including all Web
pages, packaging, and displays) and catalogs that include
4.3 Exclusions. Confidential Information shall not or refer to any of the Endgame Systems Marks in
include any information that is (i) already known to the connection the ipTrust Products, and all display and
receiving party at the time of the disclosure; (ii) publicly presentations that include the Endgame Systems Marks (all
known at the time of the disclosure or becomes publicly of the foregoing being hereinafter collectively referred to as
known through no wrongful act or failure of the receiving “Promotional Materials”) is subject to Endgame Systems’
party; (iii) subsequently disclosed to the receiving party on prior written approval. Sales Agent shall submit a pre-
a non-confidential basis by a third party not having a production sample of any proposed Promotional Materials
confidential relationship with the other party hereto that bearing the Endgame Systems Marks to Endgame
rightfully acquired such information; (iv) communicated to a Systems for its approval prior to Sales Agent’s commercial
third party by the receiving party with the express written use thereof. Upon Endgame Systems’ approval of any
consent of the other party hereto; or (v) is independently Promotional Materials, no further approval are required
developed by the receiving party without reference to, or

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from Endgame Systems for Sales Agent’s use of the same representing the ipTrust Products, and Sales Agent shall
Promotional Materials. promptly destroy or return to Endgame Systems all copies
of the Endgame Systems materials, including Confidential
5.3 Ownership of Endgame Systems Marks. Sales Information, in its possession or under its control. Endgame
Agent acknowledges that Endgame Systems is and will Systems’ acceptance of any subscription for ipTrust
remain the owner of all right, title and interest in and to Products after the expiration or termination of this
each of the Endgame Systems Marks in any form or Agreement will not be construed as a renewal or extension
embodiment thereof, and is also the owner of all goodwill of this Agreement, or as a waiver of the right to terminate or
associated with the Endgame Systems Marks, and all of any other matter or right. Endgame Systems shall
goodwill generated by those sales shall inure exclusively to continue to pay to Sales Agent the Agent’s Fees for
the benefit of Endgame Systems. Referred Subscriber subscriptions that are in effect at the
time of termination for a period of one year following
5.4 Sales Agent’s Marks. Sales Agent hereby grants termination. If Sales Agent is retaining amounts under this
to Endgame Systems a personal, non-exclusive, non- Agreement, then Sales Agent may continue to retain
transferable license, to use the Sales Agent Marks on amounts from Referred Subscriber subscriptions that are in
promotional materials, advertisements and on its website effect at the time of termination for a period of one year
during the Term of this Agreement for the purpose of following termination, and thereafter shall immediately remit
fulfilling its obligations under this Agreement. For purposes all amounts received to Endgame Systems and, if directed
of this Section, “Sales Agent Marks” are those specifically by Endgame Systems, instruct the Referred Subscribers
provided to Endgame Systems by Sales Agent for use in accordingly.
marketing of Sales Agent relationship.
6.5 Survival. The provisions that by their nature
6. TERM AND TERMINATION continue and survive shall survive the expiration or
termination of this Agreement, including, without limitation,
6.1 Term. The initial term of this Agreement (“Initial the following Sections: 3.2, 3.3, 4.1, 4.2, 4.3, 5.3, 6.4 - 6.6,
Term”) will commence on the Effective Date and continue 7.2, 8.1, 8.2, 9 and 10.1-10.16.
for a period of [three] years thereafter. Following the Initial
Term, this Agreement will automatically renew for 6.6 No Compensation. Sales Agent is not entitled to
successive one year terms (each, a “Renewal Term”), any compensation, damages or payments in respect to
unless either party notifies the other, at least 30 days prior goodwill that has been established or for any damages on
to the end of the Initial Term or then-current Renewal Term, account of prospective or anticipated profits, nor is Sales
as the case may be, of the notifying party’s election not to Agent entitled to reimbursement in any amount for any
renew this Agreement, whereupon this Agreement shall training, advertising, market development, investments,
terminate on the last day of the Initial Term or the then- leases or other costs that is expended by Sales Agent
current Renewal Term, as the case may be. before the termination of this Agreement. Sales Agent
hereby waives its rights under applicable laws for that
6.2 Material Breach. Either party may terminate this compensation.
Agreement on or after the 30th day (or the 10 th day in the
case of non-payment) after the party gives the other party 6.7 Notice of Claims. Sales Agent must give written
written notice of a material breach by the other party of any notice to Endgame Systems of any claims against
obligation hereunder, unless such breach is cured within 30 Endgame Systems arising under or in any way relating to
days (or 10 days in the case of a failure to pay) following this Agreement or the selling representation created hereby
the breaching party’s receipt of the written notice. within six months after the effective termination date of this
Additionally, either party may at its option and without Agreement; the failure by Sales Agent to do so shall be
notice terminate this Agreement effective immediately if the deemed a waiver of those claims.
other party (i) becomes involved in any voluntary or
involuntary bankruptcy or other insolvency proceeding, or 7. WARRANTY.
(ii) ceases to be actively engaged in business or becomes
financially incapable of fulfilling its obligations under this 7.1 General Warranties. Each party hereby represents
Agreement. and warrants to the other that: (a) it has all right, power and
authority to execute, deliver and perform this Agreement
6.3 Immediate Termination. Endgame Systems may and to grant the rights and consummate the transactions
terminate this Agreement immediately, upon written notice contemplated hereby; (b) this Agreement has been duly
to Sales Agent, if Agent (a) violates any law or regulation, authorized, executed and delivered by such party,
(b) commits any willful or dishonest act that could injure constitutes the legal, valid and binding obligation of such
Endgame Systems, or (c) fails to meet minimum party and is enforceable against such party in accordance
performance standards established by Endgame Systems with its terms, except to the extent such enforceability may
in this Agreement, including the Product Schedules. be limited by bankruptcy, reorganization, insolvency or
similar laws of general applicability governing the
6.4 Effect of Termination. Upon any termination of enforcement of the rights of creditors or by the general
this Agreement, the licenses granted under this Agreement principles of equity (regardless of whether considered in a
shall terminate, Sales Agent shall cease soliciting new proceeding at law or in equity).
Endgame Systems Product subscribers and shall cease

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7.2 No Product Warranties. Endgame Systems acts, omissions or misrepresentations, provided Endgame
warrants the ipTrust Products only to its subscribers who Systems gives Sales Agent prompt written notice of such
have purchased subscriptions to the ipTrust Products and claim, reasonable assistance and authority to defend such
only subject to the terms of a written agreement between claim.
those subscribers and Endgame Systems. The scope of
those warranties are in the sole discretion of Endgame 9. LIMITATION OF LIABILITY.
Systems. No warranties are made to Sales Agent in this
Agreement with respect to ipTrust Products. Sales Agent 9.1 Consequential Damages Disclaimer. EXCEPT
has no right to make any representations or warranties, or WITH RESPECT TO A BREACH OF ARTICLES 4 OR 5,
otherwise cause any subscribers or potential subscribers to UNDER NO CIRCUMSTANCES WILL EITHER PARTY
believe that any warranty, except as is provided in writing HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY
by Endgame Systems, is applicable to any Endgame THIRD PARTY FOR ANY CONSEQUENTIAL,
Systems Product. EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL
DAMAGES OR COSTS (INCLUDING ATTORNEYS'
7.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY FEES) RESULTING FROM ANY CLAIM (WHETHER IN
WARRANTED IN THIS AGREEMENT, EACH PARTY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY
SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OR PRODUCTS LIABILITY) REGARDING THIS
WARRANTIES, WHETHER STATUTORY, EXPRESS OR AGREEMENT OR THE IPTRUST PRODUCTS.
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF NON-INFRINGEMENT, 9.2 Cap On Liability. IN NO EVENT WILL ENDGAME
MERCHANTABILITY, AND FITNESS FOR A SYSTEMS BE LIABLE TO SALES AGENT UNDER THIS
PARTICULAR PURPOSE. Endgame Systems does not AGREEMENT OR OTHERWISE, REGARDLESS OF THE
warrant or guarantee any minimum amount of money that FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT
Sales Agent will receive under this Agreement, and Sales EXCEEDS THE AMOUNTS PAID TO ENDGAME
does not warrant or guarantee any minimum number of SYSTEMS (NET OF ALL AGENT’S FEES PAID TO OR
new subscribers that Endgame Systems will receive under RETAINED BY SALES AGENT) ARISING FROM
this Agreement. SUBSCRIPTIONS SOURCED BY SALES AGENT
DURING THE PRIOR TWELVE MONTH PERIOD WITH
8. INDEMNIFICATION. RESPECT TO THE PARTICULAR PRODUCT INVOLVED.

8.1 By Endgame Systems. Endgame Systems will 10. MISCELLANEOUS

defend any action (or portion thereof) brought against
Sales Agent based solely on a claim that an Endgame 10.1 Jurisdiction, Choice of Law. The laws of the state
Systems Product infringes a U.S. patent or copyright or of Georgia (without giving effect to its conflicts of law
misappropriates the proprietary trade secret of any third principles) govern all matters arising out of or relating to
party. Endgame Systems will indemnify Sales Agent this Agreement. The parties hereby submit to the
against damages awarded against Sales Agent in such jurisdiction of, and waive any venue objections against, the
actions which are directly attributable to such claim, on federal and state courts of Atlanta, Georgia in all
condition that Sales Agent is not in breach of this controversies arising out of, or relating to, this Agreement.
Agreement and that Endgame Systems is given prompt
written notice of such claim, reasonable assistance from 10.2 Non-solicitation of Employees. During the Term
Sales Agent, and sole authority to defend or settle the of this Agreement, and for a period of two years thereafter,
claim. If an Endgame Systems Product becomes, or in Sales Agent shall not (directly or indirectly) solicit, induce,
Endgame Systems’ opinion is likely to become, the subject or attempt to solicit or induce, any of the employees of
of a claim of infringement, Endgame Systems may, at its Endgame Systems involved in the performance of this
option, procure for Sales Agent the right to continue to use Agreement to terminate their employment with Endgame
the product, replace or modify the product to make it non- Systems, or hire or attempt to hire any of those employees.
infringing, or discontinue sales and marketing of the
product if deemed necessary. Endgame Systems will have 10.3 Assignment. Sales Agent may not assign any of
no liability for any claim based on (i) any modification of the its rights under this Agreement, except with the prior written
ipTrust Products, except with respect to modifications consent of Endgame Systems. Endgame Systems shall not
performed by Endgame Systems; or (ii) any use of the unreasonably withhold its consent. All assignments of
ipTrust Products other than as provided in this Agreement. rights are prohibited under this subsection, whether they
This Section 8.1 sets forth Endgame Systems’ complete are voluntary or involuntary, by merger, consolidation,
liability with respect to infringement of intellectual property dissolution, operation of law, or any other manner. For
rights. purposes of this Section, (i) a “change of control” is
deemed an assignment of rights; and (ii) “merger” refers
8.2 By Sales Agent. Sales Agent will indemnify, to any merger in which Sales Agent participates, regardless
defend, and hold harmless Endgame Systems, its affiliates of whether it is the surviving or disappearing corporation.
and their respective officers, directors, shareholders and Sales Agent may not delegate any performance under this
representatives against all liabilities, obligations, losses, Agreement. Any purported assignment of rights or
costs, damages and other expenses and attorneys' fees delegation of performance in violation of this Section is
relating to claims arising from Sales Agent’s own breaches, void.

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10.4 Severability. If any provision of this Agreement is from seeking provisional remedies in aid of arbitration from
determined to be invalid, illegal or unenforceable, the a court of appropriate jurisdiction. The arbitrator may, in the
remaining provisions of this Agreement remain in full force, Award, allocate all or part of the costs of the arbitration,
if the essential provisions of this Agreement for each party including the fees of the arbitrator and the reasonable
remain valid, legal, and enforceable. attorneys’ fees of the prevailing party.

10.5 Notices. A party giving or making any notice, 10.10 Construction. The titles and headings of the
request, demand or other communication (each, a various sections and paragraphs in this Agreement are
“Notice”) under this Agreement shall give the Notice in intended solely for convenience of reference and are not
writing and use one of the following methods of delivery: intended for any other purpose whatsoever, or to explain,
personal delivery, registered or certified mail (in each case, modify or place any construction upon or on any of the
return receipt requested and postage prepaid), nationally provisions of this Agreement, which shall be considered as
recognized overnight courier (with all fees prepaid), or a whole.
confirmed facsimile. Any party giving a Notice shall address
the Notice to the receiving party (the “Addressee”) at the 10.11 Relationship of the Parties. Sales Agent and
address listed on the signature page of this Agreement or Endgame Systems enter into this Agreement as
to another Addressee or another address as designated by independent contractors, and neither Sales Agent nor
a party in a Notice pursuant to this Section. Except as Endgame Systems will be or construed to be a partner,
provided elsewhere in this Agreement, a Notice is effective joint venturer or employee of the other.
only if the party giving the Notice has complied with this
paragraph and if the Addressee has actually received the 10.12 Compliance with Laws. Each party agrees to
Notice. comply with all laws, rules, and regulations in connection
with its activities under this Agreement. Sales Agent shall
10.6 Export Restrictions. Sales Agent shall not export regularly and continuously inform Endgame Systems of any
or re-export directly or indirectly (including via remote and all requirements of laws, statutes, ordinances, rules
access) any of the ipTrust Products provided by Endgame and regulations of any and all governmental and/or quasi
Systems to Sales Agent (including any Confidential governmental authorities directly or indirectly affecting the
Information of Endgame Systems) to any country for which sale, license, use or distribution of the ipTrust Products or
export or re-export is forbidden or for which a validated Endgame Systems’ trade name, trademarks or other
license is required under U.S. law. commercial or intellectual property interests, including, but
not limited to, certification of the ipTrust Products from the
10.7 Entire Agreement. This Agreement constitutes the proper authorities in the Territory. Sales Agent warrants
entire agreement between the parties with respect to the that in the performance of its obligations under this
subject matter hereof. All earlier and contemporaneous Agreement, it shall not act in any fashion or take any action
negotiations and agreements between the parties on the which will render Endgame Systems liable for a violation of
matters contained in this Agreement are expressly merged the U.S. Foreign Corrupt Practices Act, which prohibits the
into and superseded by this Agreement. offering, giving or promising to offer or give, directly or
indirectly, money or anything of value to any official of a
10.8 Waiver. The parties may waive a breach of this government, political party or instrumentality thereof in
Agreement only by a writing executed by the party or order to assist it or Endgame Systems in obtaining or
parties against whom the waiver is sought to be enforced. retaining business.
No failure or delay (i) in exercising any right or remedy, or
(ii) in requiring the satisfaction of any condition, (iii) under 10.13 Force Majeure. Neither party will be liable to the
this Agreement, and no act, omission or course of dealing other for any failure of performance under this Agreement
between the parties, operates as a waiver or estoppel of due to acts of God; acts of the public enemy; strikes,
any right, remedy or condition. A waiver made in writing on lockouts, or other industrial disturbances; fires, floods,
one occasion is effective only in that instance and only for storms, droughts, or weather conditions; war, riots or
the purpose stated. A waiver once given is not to be terrorist acts; legal interferences; or, without limitation by
construed as a waiver on any future occasion or against enumeration, any other cause beyond the reasonable
any other party. The parties may amend this Agreement control of a party, on condition that the cause occurs
only by a written agreement signed by the parties that without the fault, negligence or involvement of that party
identifies itself as an amendment to this Agreement. and that the party promptly and diligently takes all action as
may be necessary and practicable under the then existing
10.9 Arbitration. Any dispute, claim or controversy circumstances to remove the cause of failure and resume
arising out of or relating to this Agreement or the breach, performance at the earliest reasonable time and gives
termination, enforcement, interpretation or validity thereof, notice of the circumstance to the other party as soon as
including the determination of the scope or applicability of practicable. If any event of force majeure continues for
this agreement to arbitrate, shall be determined by more than 60 consecutive days, the party whose
arbitration in Atlanta, Georgia, before one arbitrator. The performance is not affected by the event of force majeure
arbitration shall be administered by JAMS pursuant to its may terminate this Agreement upon written notice to the
Comprehensive Arbitration Rules and Procedures. other party.
Judgment on the Award may be entered in any court
having jurisdiction. This clause shall not preclude parties

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10.14 Controlling Language. This Agreement has been

prepared and executed in the English language only, which
language will be controlling in all respects. Any translations
of the provisions of this Agreement into any other language
are for reference only and will have no legal or other effect.
Any notice that is required or permitted to be given by one
party to the other under this Agreement must be in the
English language and in writing. All proceedings related to
this Agreement will be conducted in the English language.

10.15 Governmental Approval Obligations. Sales

Agent shall, at its own expense, obtain and arrange for the
maintenance in full force and effect of all governmental
approvals, consents, licenses, authorizations, declarations,
filings, and registrations as may be necessary or advisable
for the performance of all the terms and conditions of this
Agreement, including, but not limited to, all approvals which
may be required to realize the purpose of this Agreement.

[Signature Page Follows]

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Endgame Systems, LLC Confidential

IN WITNESS WHEREOF, the parties have caused this

Agreement to be executed by their duly authorized
representatives.

“ENDGAME SYSTEMS”
Endgame Systems, LLC

By:

Name:

Title:

Date:

Address: 817 West Peachtree Street

Suite 770
Atlanta, GA 30308

Attention: Chief Financial Officer

Fax:

“SALES AGENT”

Company: ___________________________

By:

Name:

Title:

Date:

Address:

Attention:

Fax:

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 EXHIBIT A
PRODUCT SCHEDULE

Sales Agent: ________________________

Party Responsible for Subscription Billing and Collections (√ ): ____ Endgame Systems
√ Sales Agent
_____ Other (identify: _________)

Deductible Third Party Fees (√):

Credit card and payment processing fees paid to third parties (not to exceed five percent (5%) of the amounts received)
Wire transfer and checking debit fees paid to third parties (not to exceed five percent (5%) of the amounts received)
Other (identify: )

Additional Terms:

ipTrust Products:

PRODUCT #1:

 ipTrust Awareness  ipTrust Awareness is a cloud-  Territory,  25% of

based security event/infection North Net
notification system America Product
 ipTrust Awareness provides the Revenue,
customer with e-mail and SMS all
notification when events are volumes
detected associated with
customer infections. These
notifications include an e-mail
notification and a Web portal
where customers can review
reporting, past notifications, etc.

Comments:

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PRODUCT #2:

 ipTrust Knowledge  ipTrust Knowledge is a cloud-  Territory,  25% of

based service designed to North Net
enable the integration of rich IP America Product
reputation information into any Revenue,
at-risk system or application all
using a light weight, easy to use volumes
API

Comments:

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