MarkMagic Domestic Reseller Agreement
MarkMagic Domestic Reseller Agreement
III. Territorial Limitation
EXHIBIT
10.6
Signed
and validated on ___________________ 20_____, by
CYBRA
Corporation, with its offices located at Xxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxx,
XX
00000, XXX, incorporated and registered under the laws of the state of New
York,
USA, hereinafter referred to as the Publisher,
and
Company
Name: _____________________________________________
with
its
offices located at
Address:
_______________________________________________
_______________________________________________
_______________________________________________
hereinafter
referred to as the Reseller.
I. Marketing
Rights
The
Publisher grants the Reseller marketing rights for the MarkMagic
5
suite of
software products and annual support listed in Appendix
A,
MarkMagic
Version 5.1 U.S. Pricing,
that
hereinafter is referred to as CYBRA
Products.
The
terms
and conditions of these rights, including territorial limitations, are defined
below.
II. Period
of the Agreement
This
agreement is effective from date of signature and is in effect for two years
thereafter. This agreement shall thereafter automatically renew for additional
one year periods unless either party notifies the other of its intention to
terminate the Agreement at least 30 days prior to any termination or renewal
date. Each party may terminate the agreement by notifying the other party of
the
intent of so doing three (3) months in advance without cause. Termination with
cause is immediate.
MarkMagic Domestic Reseller Agreement
III. Territorial Limitation
The
Reseller may sell the product(s) only in the following countries:
United
States of America
These
countries are hereinafter referred to as the territory.
IV. Sales
Commission
The
sales
commission for each CYBRA Product sold by the Reseller is 40% of the then
current list price. This commission also applies to annual support licenses,
product upgrades, and product add on options.
The
Publisher will provide to the Reseller, an Enterprise MarkMagic license
including all add on options for its own use, at a nominal price of two thousand
(2,000) US dollars. The license, and all subsequent product updates, will remain
in effect for the full term of this agreement at no additional charge to the
Reseller.
List
prices for CYBRA
Products
and
CYBRA
Product Maintenance
are
defined in CYBRA's U.S. Price List (Appendix A). Prices are subject to change.
The Reseller will be notified by the Publisher 90 days in advance.
CYBRA
periodically publishes product upgrades. The Reseller will be notified of
availability and prices of upgrades. The commission on these upgrades is
identical to that of products.
V. Protection
and Security
The
Reseller undertakes to maintain secrecy concerning know-how, documentation,
working methods, etc. concerning the products, and to use such information
only
as required for purposes of executing this agreement.
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A.
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The
Reseller shall not engage directly or indirectly in the production,
development, distribution or sale of any competitive software product
while this agreement remains in
effect.
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B.
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The
Reseller is authorized to copy the product for his own backup purposes
and
for licensing to end-users. This includes distribution of the MarkMagic
libraries with the distributor's application program
libraries.
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MarkMagic
Domestic Reseller Agreement
VI. Warranty
and Support
The
Publisher warrants all materials, i.e., documentation and software, and will
be
replaced if found to be defective. All other warranties are expressly
disclaimed. The Publisher makes no expressed or implied warranties with regard
to performance or fitness of purpose.
The
Publisher is responsible for providing technical support as defined in our
Support Agreement, arising from the use of CYBRA
Products.
The
Reseller is responsible for all Level
One
(1) end
user technical support arising from the use of CYBRA Products. Level
One
(1)
support includes printer connectivity, installation issues and basic MarkMagic
usability questions.
VII. Selling
Methods
To
sell
CYBRA
Products,
Publisher will provide the Reseller with product literature in digital files,
which can be copied and given to prospects. Any modifications to the literature
must be approved by the Publisher.
Customer
prospects that wish to try MarkMagic for a trial period can download the product
and documentation from the Publisher’s website. If the customer prefers media
instead of download, it is the Reseller’s responsibility to supply the media.
For
the
trial period the customer requires a temporary license key in order to activate
the software. Reseller will request both temporary and permanent license keys
from the Publisher via email using the CYBRA Reseller License Key Request
Form.
Publisher
will issue a permanent license key to the Reseller when royalties due Publisher
(list price less commission) in the form of either a bank money order, check
drawn on a US bank, money transfer or equivalent, in US funds and signed License
Agreements completed by the customer are received by Publisher.
VIII. Disclaimer
This
agreement does not formulate a joint venture relationship or a partnership.
The
Reseller is granted no additional authority to assume any obligation on behalf
of the Publisher, or to perform any act in the name of the Publisher if not
authorized to do so by this agreement.
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A.
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The
Reseller will not make contractual agreements, which bind the Publisher.
The Reseller is not the agent or employee of the Publisher, and will
not
represent himself as such.
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B.
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Reseller
shall indemnify and hold Publisher free of any and all claims of
loss or
liability arising from improper maintenance, support, or misrepresentation
by Reseller's personnel.
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C.
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Publisher
will indemnify Reseller for claims by others made against Reseller
based
on the product, arising out of Publisher's performance under this
Agreement, and /or as a result of Publisher's agreements/relations
with
anyone else.
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IX. Legal
Considerations
The
laws
of the state of New York will govern the terms of this agreement, and any
dispute arising between CYBRA Corporation and the Reseller will be settled
by
the jurisdiction of the authorized courts in the state of New York.
THE
PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE
TO BE BOUND BY ITS TERMS AND CONDITIONS. THE PARTIES FURTHER AGREE THAT IT
IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES,
WHICH
SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT.
IN
WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date
first written.
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The
Publisher
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The
Reseller
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CYBRA
Corporation
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Company
Name:
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Authorized
Representative:
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Authorized
Representative:
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Title:
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Title:
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One
Executive Boulevard
South
Westchester Executive Park
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Address:
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Xxxxxxx,
XX 00000-0000
XXX
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Signature
& Seal:
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Signature:
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APPENDIX
A: MarkMagic Version 5.1 U.S. Pricing
