1.1 Rights Granted to Reseller; Limitations. Smartdraw.com, having a principal place of business at 9909 Mira Mesa Blvd Suite 300, San Diego, California 92131 ("Company") would grant to you, and you would accept, a non-exclusive, non-transferable, limited license to purchase certain of Company’s products (the "Products") from Company and to resell the Products through your normal channels of distribution to end user customers (the "End Users") located in the United States of America ("Territory"). You may not distribute the Products (a) via the Internet, (b) by rental or in connection with any service bureau, (c) to third parties other than End Users, including without limitation, other resellers, or (d) with knowledge or reason to know that the Products will be transported outside of the Territory. You will not, and will not permit any third party to, modify, duplicate or otherwise tamper with the Products.

1.2 Independent Contractor. You at all times will be an independent contractor of Company in all matters relating to Company and its Products. You and your employees will not be agents of Company for any purposes and will have no power or authority, whether apparent, actual, ostensible or otherwise, to bind or commit Company in any way. You and your employees will not act as employees of Company for any purpose. You will not enter into any agreement, contract or arrangement with any government or government representative or with any other person, firm, corporation, entity or enterprise imposing any legal obligation or liability of any kind on Company. Without limiting the generality of the foregoing, you specifically will not sign Company’s name to any commercial paper, contract or other instrument and will not contract any debt or enter into any agreement, either express or implied, binding Company to the payment of money and/or in any other regard.

2. Purchase Terms.

2.1 General Terms. All Products purchased by you from Company will be ordered by you by issuing to Company a written purchase order ("Purchase Order"). The purpose of such Purchase Order would be to document the order, quantities and Products requested. Each Purchase Order will set forth requested delivery dates, quantities and Products requested, ship?to and bill?to addresses and contact name(s) and telephone number(s). Any additional or different terms in your Purchase Order or sales acknowledgment forms, invoices and the like from those contained in the final written and mutually executed reseller agreement between you and Company ("Agreement") will be rejected. Neither Company’s acknowledgment of an order, commencement of performance nor delivery will be deemed to constitute acceptance of your additional or different terms or conditions. Each Purchase Order will be subject to Company’s review and approval and no order will be deemed approved until approved in writing by Company. In the event that payments are not made by you in a timely manner, Company reserves the right to place existing orders on hold. Company reserves the right to require advance payment on any and all Purchase Orders.

2.2 Delivery and Shipping. Company will ship the Products to you as requested by you and agreed upon by Company pursuant to Section 2.1 ("General Terms") above. All shipments will be made FCA (Incoterms 2000) Company’s facility to the shipping address specified on the Purchase Order. Risk of loss or damage to the Products will pass to you at the time of delivery of the shipment to the carrier. Shipment will be via a carrier of Company’s choice. You will be responsible for carrier costs, shipping and handling charges, insurance charges, and all customs, duties, taxes and the like. You will promptly report any missing cartons, shortages and damaged shipments to the carrier.

2.3 Acceptance. You will give prompt written notice to Company of (i) discrepancies between type and quantity of Product ordered and Product delivered; or (ii) Product defects, within ten (10) days of delivery of the Product to the common carrier or to you, whichever is earlier. Lacking such notice, you will be deemed to have accepted the Products.

2.4 Additions to and Deletions from Products. Company will be under no obligation to you to continue its business or to continue, discontinue, change, retain, manufacture, sell or supply any model or type of any of its Products. Company may, in its sole discretion, discontinue the manufacture of any or all Products or make whatever changes to those Products it deems necessary, desirable or appropriate. Company may, in its sole discretion, add Products to or delete Products from the list of Products you will be authorized to re-sell upon thirty (30) days written notice to you.

3. Prices.

3.1 Generally. Prices payable by you to Company for Products ordered by you will be _____% below Company’s then-current list price for the Products. Company’s current list of prices for the Products are set forth on the price schedule in Exhibit A. [PLEASE FILL IN THE PERCENTAGE BEFORE POSING ON THE WEBSITE, OR INSTEAD OF THE HIGHLIGHTED PORTION STATE "a percentage, to be determined and agreed upon,"]

3.2 Price Changes. Company will notify you of any changes in its then-current published price schedule at least ten (10) days in advance. Such changes will be applied as follows: (i) any decrease in the price of the Products will be applied to all outstanding accepted Purchase Orders scheduled for shipment after the effective date of the decrease by Company; and (ii) any increase in the price of the Products will not affect orders issued by you and accepted by Company prior to the effective date of the increase by Company.

3.3 Taxes. You will pay any and all national, federal, state or local taxes, levies and assessments, including, without limitation, any withholding taxes or stamp fees or duties, pertaining to the resale of the Products or the entering into the Agreement (except taxes based upon Company’s net income from the distribution of the Products to you). All payments due under the Agreement will be made without any deduction or withholding, unless such deduction or withholding is required by any applicable law of any relevant governmental revenue authority then in effect. If you are required to deduct or withhold, you will promptly notify Company of the requirement, pay the required amount to the relevant governmental authority, provide Company with an official receipt or certified copy or other documentation acceptable to Company evidencing the payment and pay to Company, in addition to the payment to which Company is otherwise entitled under the Agreement, such additional amount as is necessary to ensure that the net amount actually received by Company free and clear of all taxes equals the full amount Company would have received had no such deduction or withholding been required. You will pay any fines, penalties or other costs in respect of a failure to pay any of the above taxes, levies and assessments.

4. Payment Terms. All payments will be due from you prior to shipment of Products. Payment will be made in U.S. dollars. If permitted in advance writing by Company, payments will be due after shipment but within thirty (30) days after the date of invoice. Any invoiced amount or other payment due under the Agreement which is not paid when due will bear a late fee at the rate of eighteen percent (18%) per annum or the maximum rate permitted by law, whichever is less. You will pay Company such late fees together with all collection costs and expenses (including but not limited to attorneys fees). In the event any undisputed invoice is not paid when due, Company will have the further right, at its sole option, to cease its performance of any services hereunder and to exercise any rights it may have under an agreement or otherwise.

5. Proprietary Rights.

5.1 Trademark Rights. You hereby acknowledge Company’s ownership of all right, title, and interest in and to any trademark, trade names or service marks (collectively "Trademarks") and agree not to take or cause any actions which would or actually interfere with Company’s ownership, use, or registration thereof. Company would grant to you, and you would accept, upon the terms and conditions of the Agreement, the non-exclusive right to use the Trademarks. You will use the Trademarks only on and in conjunction with sales of Products in the Territory. All use by you of the Trademarks will inure to Company’s benefit. All rights in the Trademarks other than those specifically granted herein are reserved by Company for its own use and benefit. You will not seek or obtain protection of any kind, including registration, of the Trademarks without the prior written consent of Company. Upon the termination of the Agreement for any reason whatsoever, all rights in the Trademarks will automatically revert to Company. You will at any time execute any documents reasonably required by Company to confirm Company’s ownership of all such rights. You will not sublicense the right to use the Trademarks to any third party. You will cause such quality standards to be maintained as may be prescribed from time to time by Company. All use of Trademarks by you will be in strict conformity with all applicable laws and regulations. You will cause the Trademarks to be displayed only in such form or manner as may be specifically approved by Company. You also will cause to appear on all materials on or in connection with which the Trademarks are used such legends, markings and notices as Company may request in order to give appropriate notice of any trademark, trade name or other rights. No other markings, legends or notices may be used by you except as approved by Company in advance of such use. Company will have the right to inspect the your goods and services offered under the Trademarks and premises where these goods/services are offered in order to assure Company that the quality of the services meet Company’s minimum quality standards.

5.2 Infringement Proceedings. You will notify Company of any unauthorized use of the Trademarks by others as it comes to your attention. Company will have the sole right and discretion to bring legal or administrative proceedings to enforce Company’s trademark rights including actions for trademark infringement or unfair competition proceedings involving the Company Trademarks. 5.3 Domain Names. You will not register, purchase, or otherwise obtain rights to any Internet domain names, which incorporate any of the Trademarks or are confusingly similar to any of the Trademarks. You will not cause any third party to register, purchase, or otherwise obtain rights to any Internet domain names, which incorporate any of the Trademarks or are confusingly similar to any of the Trademarks. You will inform Company of any domain names you become aware of that incorporate any of the Trademarks or are confusingly similar to any of the Trademarks, and will provide Company with reasonable assistance in restoring the rights to such domain names in Company. 6. Confidentiality. You acknowledge that, in the course of promoting and selling Company Products and performing your duties under the Agreement, you may obtain information relating to Company and to its Products which you knows or have reason to know is of a confidential and/or proprietary nature ("Confidential Information"). Such Confidential Information may include, but is not limited to, minimum price guidelines, future product releases, trade secrets, know?how, inventions, techniques, processes, programs, schematics, software source documents, data, pricing and discount schedules, customer lists, financial information and sales and marketing plans. You will at all times, both during the term of the Agreement and at all times thereafter, keep and hold such Confidential Information in the strictest confidence, and will not use such Confidential Information for any purpose, other than as may be reasonably necessary for the performance of its duties as Company’s you pursuant to the Agreement, without Company’s prior written consent. Information will not be considered to be Confidential Information if (1) it has been published or is otherwise readily available to the public other than by a breach of the Agreement; (2) it has been rightfully received by you from a third party without confidential limitations; (3) it has been independently developed for you by personnel or agents having no access to Company’s Confidential Information; or (4) it was known to you prior to your first receipt from Company. You may disclose Confidential Information to employees and contractors solely for the purposes of exercising your rights or performing your obligations under the Agreement, but only under the terms of a written confidentiality agreement with such third person containing confidentiality and use terms substantially similar to those imposed herein. A disclosure of Confidential Information (i) in response to a valid order by a court or other governmental body, (ii) otherwise required by law, or (iii) necessary to establish your rights under the Agreement will not be considered to be a breach of the Agreement or a waiver of confidentiality for other purposes; provided, however, that you will provide prompt written notice thereof to Company to enable Company to seek a protective order or otherwise prevent such disclosure.

7. Warranty. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WOULD WARRANT THE PRODUCTS SOLELY TO END USERS AND ONLY PURSUANT TO THE TERMS AND CONDITIONS OF THE APPLICABLE PRODUCT WARRANTY INCLUDED WITH THE PRODUCT BY COMPANY. COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE, AS TO ANY PRODUCTS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND/OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO YOU. YOU WILL NOT MAKE OR PASS ON, AND WILL TAKE ALL MEASURES NECESSARY TO ENSURE THAT NEITHER YOU NOR ANY OF YOUR EMPLOYEES WILL MAKE OR PASS ON, ANY EXPRESS OR IMPLIED WARRANTY, CONDITION OR REPRESENTATION ON BEHALF OF COMPANY TO ANY END USER OR ANY OTHER THIRD PARTY. COMPANY MAY AMEND THE WARRANTIES FOR THE PRODUCTS FROM TIME TO TIME AND AT ANY TIME.

8. Indemnity. You will defend, indemnify, and hold harmless Company from and against any claims, actions, demands, liabilities, settlement amounts, judgments, damages, costs, and expenses (including any attorneys’ fees) made against Company as a result of any (i) negligence, representations, misrepresentation, error or omission on the part of you or your employees or agents, or (ii) any breach by you of the Agreement.

9. Term and Termination.

9.1 Term. The Agreement will take effect on the date of signing thereof by the last of you or Company, and, unless earlier terminated as set forth therein, will continue in effect for an initial term of two (2) years. The Agreement will automatically renew for successive one (1) year terms thereafter unless either party gives written notice of termination no less than ninety (90) days prior to expiration of the then-current term.

9.2 Termination With or Without Cause. Either party may terminate the Agreement at any time and for any reason, with or without cause, and without penalty, effective sixty (60) days after giving written notice of termination to the other party.

9.3 Immediate Termination For Cause. Notwithstanding Section 9.2 ("Termination With or Without Cause"), Company may terminate the Agreement immediately by giving you written notice of such termination upon the occurrence of any of the following events: (i) you materially breach or default in any of the terms or conditions of the Agreement (non-payment of fees will be considered a material breach); (ii) you cease to exist as a business entity, or otherwise terminate or significantly limit your business operations; (iii) you are liquidated, dissolved, reorganized, merged, sell substantially all of your assets, enter into receivership or change your management, voting control or corporate form; (iv) you make an assignment for the benefit of creditors; (v) you are insolvent or are unable to pay your debts as they mature in the ordinary course of business, or if there are any proceedings instituted by or against you in bankruptcy or under any insolvency laws or for reorganization, receivership or dissolution; or (vi) you fail to secure or renew any license or permit necessary for the conduct of your business, or if any such license is revoked or suspended for any reason. In the event of a termination as set forth in this Section 9.3 ("Immediate Termination For Cause"), the effective termination date will be the date on which written notice of termination is given.

9.4 Return of Company Property. Promptly upon the termination of the Agreement, you will turn over to Company all Confidential Information and all other Company information and material, including, without limitation, all samples, pamphlets, customer lists, catalogs, booklets and other technical advertising data and literature concerning Company and/or its Products, and all copies thereof, in your possession, custody or control.

9.5 Effect of Termination and Survival.

9.5.1 All rights and licenses granted to you under the Agreement will terminate immediately upon termination of the Agreement. Additionally, upon the termination of the Agreement, you will immediately deliver to Company a list of Products in your inventory. Company will have the right, but not the obligation, to purchase such Products from you for an amount equal to the prices you paid for such Products (not including shipping, handling and related fees and expenses). If Company elects not to so purchase the Products, you may sell your inventory of Products to End Users in the Territory, but solely subject to the terms and restrictions applicable to such sales as set forth in the Agreement (however, in no event will you promote itself as an authorized reseller of Company after the effective date of termination of the Agreement).

9.5.2 Sections of the Agreement entitled "Proprietary Rights," "Confidentiality," "Warranty," " Indemnity," "Effect of Termination and Survival," "Limitations and Disclaimers," and "General Provisions" will survive any termination of the Agreement.

10. Limitations and Disclaimers.

10.1 Limitation of Liability. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, COMPANY WILL NOT, BY REASON OF THE TERMINATION OF THE AGREEMENT OR OTHERWISE, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, NON-COMPENSATORY OR CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT LIMITED TO, COMPENSATION OR DAMAGES FOR LOSS OF PRESENT OR PROSPECTIVE PROFITS OR REVENUES, LOSS OF ACTUAL OR ANTICIPATED SALES, OR EXPENDITURES, INVESTMENTS OR COMMITMENTS MADE IN CONNECTION WITH THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF THE RELATIONSHIP CREATED BY THE AGREEMENT OR IN CONNECTION WITH THE PERFORMANCE OF DUTIES THEREUNDER. NOTWITHSTANDING ANY OF THE PROVISIONS OF THE AGREEMENT, COMPANY WILL NOT BE LIABLE TO YOU IN AN AMOUNT IN THE AGGREGATE GREATER THAN THE REVENUE DERIVED BY COMPANY FROM THE TRANSACTIONS CONTEMPLATED UNDER THE AGREEMENT. You must give written notice to Company of any claims against Company arising under or in any way relating to the Agreement or the parties’ relationship thereunder within six (6) months after the effective termination date of the Agreement.

10.2 Reasonableness. THE LIMITATIONS SET FORTH ABOVE WILL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES. YOU WILL ACKNOWLEDGE AND AGREE THAT YOU HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

11. General Provisions.

11.1 Product Returns. All permitted returns and delivery of Product to Company will be in accordance with Company’s standard RMA procedures.

11.2 Non-Solicitation. During and for a period of two (2) years following the termination of the Agreement, you will not solicit or induce any employee or independent contractor to terminate any employment, contractual or other relationship with Company.

11.3 Export. You acknowledge that the laws and regulations of the United States may restrict the export and re-export of certain commodities and technical data of United States origin. You will not export or re-export the Products or related technical data in any form without appropriate United States and foreign government licenses.

11.4 Assignment. You will not transfer, pledge or assign the Agreement (in whole or in part) without obtaining in each instance the prior written consent of Company. Company may assign the Agreement. You will not enter into any form of sub-reseller agreement concerning any of your obligations thereunder without obtaining in each instance the prior written consent of Company.

11.5 No Waiver. The failure of either party to enforce at any time or for any period any of the provisions of the Agreement will not be construed to be a waiver of those provisions or of the right of that party thereafter to enforce each and every provision hereof.

11.6 Notices. Any notices permitted or required under the Agreement will be in writing, and will be delivered by facsimile, in person, or by certified or registered mail, return receipt requested. Notices will be deemed given when faxed, delivered in person, or, in the case of mail, upon receipt. Notices will be addressed to the addresses first set forth above or as otherwise designated by a party.

11.7 Governing Law, Arbitration, and Attorneys’ Fees. The validity, performance, and interpretation of the Agreement will be governed and construed in accordance with the laws of the United States of America and the State of California as applied to transactions taking place wholly within California between California residents. The U.N. Convention on Contracts for the International Sale of Goods will not apply to the Agreement. The parties will voluntarily appear before and hereby consent and submit to the exclusive jurisdiction of the United Stated District Court for the Southern District of California and the Superior Court of California in San Diego (except as to actions for the enforcement of a judgment, in which case the jurisdiction will be non-exclusive). If you are located solely outside of the United States, such jurisdiction will be non-exclusive. Each party will consent to venue and will waive objections to venue for any action commenced in such courts. The service of a complaint for any reason may be provided to a party in accordance with the terms of Section 11.6 ("Notices"). All proceedings related to the Agreement will be conducted in the English language. The prevailing party in any dispute, litigation or other action will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded. The Agreement will be prepared in the English language and the English language version of the Agreement will supersede any translations of the Agreement into any other language. The language of the Agreement will be construed as a whole according to its fair meaning, and not strictly for or against any of the parties.

11.8 No Representations. You will represent and acknowledge that you are relying solely on your own judgment and estimate of the market for Products in the Territory, in entering into the Agreement, and that Company has made no written or verbal representations or warranties, either express or implied, regarding the subject matter thereof, including, without limitation, the size of the market for Products in the Territory.

11.9 Force Majeure. Neither party will be liable for any loss or damage or be deemed to be in breach of the Agreement to the extent that performance of such party’s obligations (except payment obligations) or attempts to cure any breach under the Agreement are delayed or prevented as a result of any event or circumstances beyond its reasonable control, including without limitation, war, invasion, act of foreign enemy, hostilities, civil war or rebellion (whether war be declared or not), strike, lockout or other industrial dispute, or act of God.

11.10 Severability. In the event that any provision of the Agreement will be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity will not render the Agreement unenforceable or invalid as a whole, and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law or applicable court decisions.

11.11 Headings. The title of the various paragraphs of the Agreement will be used for convenience of reference only and are not intended to and will not in any way enlarge or diminish the rights or obligations of the parties or affect the meaning or construction of the Agreement.

11.12 Investigation. Each party will have had adequate opportunity to make whatever investigation or inquiry it deems necessary or desirable in connection with the subject matter of the Agreement prior to the execution thereof. Each party will have read and understood each provision of the Agreement.

11.13 Counterparts. The Agreement may be executed in two counterparts, each of which will be deemed an original, but both of which constitute one and the same Agreement.

11.14 Integration/Modification/Entire Agreement. The Agreement will constitutes the entire agreement and final understanding of the parties with respect to the subject matter thereof and will supersede and terminate any and all prior and/or contemporaneous negotiations, representations, understandings, discussions, offers and/or agreements between the parties, whether written or verbal, express or implied, relating in any way to the subject matter thereof, including without limitation these Sample Authorized SmartDraw Reseller Terms and Conditions. The Agreement will be intended by the parties to be a complete and wholly integrated expression of their understanding and agreement, and it may not be altered, amended, modified or otherwise changed in any way except by a written instrument, which specifically identifies the intended alteration, amendment, modification or other change and clearly expresses the intention to so change the Agreement, signed by each party.

BY CLICKING ON THE BUTTON "ACCEPT" BELOW, YOU WILL SIGNIFY YOUR AGREEMENT THAT THE ABOVE TERMS AND CONDITIONS MAY (OR MAY NOT BE, AT SMARTDRAW’S SOLE DISCRETION) THE TERMS AND CONDITIONS UPON WHICH YOU MAY BECOME AN AUTHORIZED SMARTDRAW.COM RESELLER. NO BINDING AGREEMENT WILL EXIST BETWEEN YOU AND SMARTDRAW.COM UNLESS AND UNTIL A WRITTEN PAPER COPY OF A RESELLER AGREEMENT IS EXECUTED BY BOTH YOU AND SMARTDRAW.COM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS ABOVE, CLICK THE "DECLINE" BUTTON BELOW.