THIS AGREEMENT commences as of the application date between (the “Principal”) and the Applicant pursuant to the application form hereto (the “Reseller”).

IN CONSIDERATION of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Principal hereby appoints Reseller as its Reseller for the purposes of promoting, marketing and on-selling of Principal's software and/or hardware products and Reseller does hereby accept such appointment and agrees to act as such Reseller in accordance with the terms and conditions of this Agreement;

2. This Agreement shall be in effect as of the date of Application, and shall be automatically renewed on a yearly basis thereafter. Notwithstanding the foregoing, either party shall have the right to terminate this Agreement at any time upon giving thirty (30) days notice, in writing to the other party;

3. Reseller shall, on behalf of and at the direction of Principal:

(a) Professionally sell the Principal’s range of software and/or hardware products to Principal’s and Reseller’s existing and potential customers and professionally represent the Principal’s Company within the Reseller’s country or region agreed to between the parties;

(b) Treat all information and specifications regarding merchandise purchased under this Agreement as confidential proprietary information of Principal and use its best efforts to ensure against disclosure to third parties;

(c) Perform any and all other services and activities (including negotiations relating thereto and payment therefor) (A) reasonably ancillary to any and all of the foregoing activities, or (B) agreed to in writing by and between Principal and Reseller;

4. Reseller agrees to pay in advance for all purchases of Principal’s software and hardware products before on-selling to any third party (Reseller's "customers") at the rate published by the Principal to the Reseller, or at the Resellers written request. The Principal may in its absolute discretion furnish the Reseller with payment terms on application in writing by the Reseller. If Reseller fails to pay or make good on any outstanding debt for the Principal’s software products within ninety (90) days of the debt falling due, the Reseller agrees with the Principal that the Software Licenses issued to the Reseller's customers that remain unpaid may be cancelled by the Principal in its absolute discretion without notice to the Reseller and that in this event the Reseller shall refund in full and is and shall remain absolutely liable for any moneys collected by it to and from its customers. The Reseller further agrees with the Principal that the Reseller shall hold the Principal harmless from any and all claims made against the Principal arising from its cancelling of the Software Licenses from the Reseller's customers as set forth in section 7 herein (see below);

5. Reseller agrees that all sales obtained by the Reseller on behalf of the Principal are on a one off basis as they are made, that they are not perpetual and that the Reseller can not and does not expect to receive any retainers, commissions or bonuses from any future sales that the Principal’s clients and customers may make with the Principal at any point in the future, other than those that the Reseller makes themselves, in the course of their day-to-day business;

6. Normal out-of-pocket expenses such as travel, taxation, social security, medicare, all insurances (including those mandatory), vehicle running and maintenance, mobile telephone charges and any other costs not listed here shall be borne and paid absolutely by Reseller;

7. Reseller shall have no authority to bind Principal except upon written order or authorization by Principal. It is further understood that the Reseller shall indemnify and hold Principal harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including legal fees (on a solicitor and own client basis) arising out of any conduct, actions or agreements whether it be written, oral or implied known or unknown between the Reseller and any third party without the written order or authorization by the Principal;

8. The relationship hereby created is not exclusive and Reseller hereby certifies that it has no ownership, financial interest in, or any control of, the agencies or other parties from which products or services are procured under, and that no part of any payments under this Agreement shall enure to the benefit of any such agency or other party. No part of any payment made directly from Principal to an agency, other party or their respective Resellers will enure to the benefit of Reseller either through rebate, offset, or other means and Reseller will receive no financial benefit, in any form, from such parties attributable to the transactions covered by this Agreement;

9. This Agreement shall, in all respects, be interpreted, construed and governed by the laws of the State of Victoria in Australia;

10. This Agreement sets forth all prior terms, conditions, and agreements under which the parties hereto have operated beginning from that date. Any other agreement between the parties hereto pertaining to the same subject matter is hereby superseded and terminated;

11. This Agreement is and sets forth the entire agreement between the parties relating to the subject matter hereof and stands in the place of any previous agreement, whether oral or in writing. The parties agree that no amendment to this Agreement shall be binding upon the parties unless it is in writing and executed by both parties;

12. This Agreement shall enure to the benefit of and be binding upon the respective heirs, executors, administrators and assigns of each of the parties hereto;

13. In the event that any provision, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court within Victoria of competent jurisdiction, the validity or enforceability of the remaining provisions, or portions thereof, shall not be affected thereby.

14. By clicking the “Apply & Agree to Terms” button on the application form hereto the Reseller acknowledges and agrees to be bound by and comply with all the terms and conditions of this Agreement and that approval of the Reseller's application is entirely at the Principal's discretion.

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