1.0 BACKGROUND Partner will be a reseller for PDW software and services.

2.0 COMMISSION / FEES Partner will receive a 30% commission on all software license and subscription revenue directly sold by Partner. Partner will receive a 10% referral fee on all software license revenue resulting from a referral by Partner for any software purchased within 1 year from the date of referral. Partner will not receive commission on annual Maintenance or subscription renewals.

The difference between sale and referral will depend on the amount of time required by PDW software during the sales process, and should be agreed to by the parties before the close of the sale. If there is a dispute between PDW and Partner after closing, PDWare and Partner will negotiate in good faith an appropriate commission up to 20%.

3.0 PRICING CONDITIONS PDW sets list (published) prices for the software, for software maintenance, and for initial installation and training services. Partner may not quote prices less than the published prices for PDW products without prior approval by PDW.

4.0 PAYMENT Partner will invoice PDW for any commissions or referral fees due. PDW will provide payment within 30 days of payment received from the corresponding client.

5.0 CHANNEL CONFLICT PDW will not be responsible for commissions/referral fees for any client that PDW has an active sales cycle in progress at the time of referral. PDW will not be responsible for commissions/referral fees for any client that another PDW reseller has previously submitted and is actively pursuing. In both cases, PDW will inform Partner of such a conflict within 7 days of Partner submitting the referral.

6.0 INDEPENDENT CONTRACTOR Nothing in this Agreement shall in any way be constituted to construe Partner or any of Partner assigned resources as an agent, employee or representative of PDW. Partner shall perform the Services hereunder as an independent contractor. Partner acknowledges and agrees that Partner is obligated to report as income all compensation received by PDW pursuant to this Agreement, and Partner agrees to and acknowledges the obligation to pay all taxes thereon and that Partner will not be eligible for any employee benefits. Partner acknowledges and agrees to use its own discretion in performing the tasks assigned within the scope of work specified by PDW.

7.0 NONDISCLOSURE By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). Confidential Information shall be limited to the program materials, Developments, and all information clearly marked as confidential by either party. A party’s Confidential Information shall not include information which: (a) is or becomes a part of the public domain through no act or omission of the other party; or (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; or (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party.

The parties agree, both during the term of this Agreement and for a period of three years after termination of this Agreement and of all requests for service, to hold each other’s Confidential Information in confidence.

The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that the other party’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Agreement.

8.0 TERM AND TERMINATION The term of this agreement is ongoing until terminated by either party. Either party may terminate this agreement at any time for any reason or for no reason by providing written notification 30 days in advance.

9.0 EXPORT ADMINISTRATION Each party agrees to comply with all relevant export laws and regulations of the United States (“Export Laws”) to assure that neither any software deliverable, if any, nor any direct product thereof is (i) exported, directly or indirectly, in violation of Export Laws, or (ii) is intended to be used for any purposes prohibited by the Export Laws, including with limitation, nuclear, chemical, or biological weapons proliferation.

10.0 LIMITATION OF LIABILITY NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE WARRANTIES STATED IN THIS AGREEMENT SHALL BE IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11.0 GOVERNING LAW AND JURISDICTION The laws of the State of New York shall govern this Agreement and all matters arising out of or relating to this Agreement.

12.0 NOTICE All notices hereunder shall be in writing and shall be deemed to have been given upon receipt, when faxed, or mailed by first class mail, to the addresses listed in first paragraph of this Agreement.

13.0 SEVERABILITY In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.

14.0 WAIVER The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for nonpayment or breach of either party’s intellectual property rights, neither party may bring an action, regardless of form, arising out of this Agreement more than one year after the cause of action has accrued.

15.0 FORCE MAJEURE Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any Act of God, or any government or any governmental body, the elements, or other similar or dissimilar cause beyond the control of such party.

16.0 ENTIRE AGREEMENT This Agreement represents the parties’ entire agreement relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, conditions, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgement, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification to this Agreement will be binding, unless it is in writing and signed by an authorized representative of each party.