C. Licensor will provide Dealer with updates and/or changes to the software as they become available.

D. Licensor will provide reasonable training to Dealer and its agents to enable them adequately to understand the software program.

E. This Agreement shall not be construed to require Licensor to modify or enhance the software other than for the correction of errors.

IV. OBLIGATIONS OF DEALER

A. Dealer shall use its best efforts to sell, lease and promote the software and provide such service to Users as will enable Dealer to develop and maintain the goodwill of Users and prospective Users.

B. Dealer agrees to recruit, train and pay for an adequate sales and marketing force to sell and distribute the software in order to meet the quota set forth. Dealer agrees to pay for any and all costs and expenses incurred in advertising, marketing, and selling the software to Users. Dealer agrees to devote its best efforts to selling and marketing the software described above. Dealer agrees to provide prompt, courteous and professional efforts to market the software and agrees to indemnify Licensor for any and all consumer complaints and problems associated with the sale or marketing of the software. Dealer shall attend trade shows, association meetings, and other marketing events to promote, distribute and sell the software referred to in this Agreement.

C. Dealer shall not make any false or misleading statements, representations, or comments in order to sell, lease or distribute the software. Dealer shall cooperate with Licensor to resolve any and all User complaints concerning the software and take such action as Licensor may reasonably request to resolve the complaints, if any, and cooperate in the conduct of litigation, if any, involving the software.

D. Dealer shall carry and provide Licensor with a copy of Dealer's liability, errors and omissions policy as Licensor may reasonably require covering hazards, injuries, losses, damages, employees, theft, embezzlement, misrepresentation, errors and omissions.

E. Dealer will furnish at its own cost sales and promotional materials such as sales literature, technical data, instruction material, advertising, and promotion in order to reasonably meet the quota referred to in this Agreement. Dealer will not copy the software in any manner outside of the terms or scope of this Agreement and recognizes that to do so is a violation of this Agreement.

F. Dealer will be required at all times to maintain on its staff a person technically qualified to answer questions regarding the operation and use of the software.

G. Dealer shall submit monthly reports to Licensor on the number and type of products or licenses sold or distributed each month. Dealer shall furnish to Licensor at the end of each month full, clear, complete and accurate records identifying the names, addresses, and telephone numbers of customers, and the product and/or products licensed and sold. Dealer shall make its sales and business records available to Licensor during normal business hours, on reasonable notice, and shall submit sales reports at the end of each month. The reporting period shall commence on the last day of each month that this Agreement is in effect.

H. Dealer will sell the software at a fee of $_____ for and on the terms and conditions stated in the Order Agreement attached to this Agreement as Exhibit "B," and shall not deviate from this price without written approval from Licensor. All payment for sales will be at the business offices of Licensor. All orders will be turned in to the business office of Licensor. Licensor shall be responsible for preparing, distributing and packaging the software.

I. All sales and leases shall be processed through Licensor's office and all checks or payment for the software shall be made payable to _________[Licensor or other appropriate person]. Dealer agrees not to accept or take payment for the software in any other name. Dealer will process all sales and leases in accordance with Licensor's procedures.

J. Dealer shall have not authority to act for or on behalf of Licensor except as provided for in this Agreement. No other authority, power, or use is granted or implied. Dealer and its agents, employees or contractors may not make, revise, alter, depart from or otherwise divert the terms and conditions, prices or policies which are set forth in the attachments to this Agreement. Dealer and its agents, contractors, or employees may not incur any debt, obligation, expense or other liability of any kind against Licensor without the express written approval of Licensor, nor may Dealer and its agents, employees, or contractors receive any money owed to Licensor for the sales of the software contemplated in this Agreement without the express written permission of Licensor.

K. In the performance of work, duties, and obligations under this Agreement it is agreed that Dealer shall not be considered an employee of the company, but rather shall be considered an independent contractor. Licensor does not have any control, direction or dominion over Dealer other than according to the terms of this Agreement. Dealer represents to licensor that it is not under any impediment, restraint or disability that would prohibit, hinder or in any way impair its working ability or relationship to perform the obligations and agreements contemplated in this Agreement and that no prior restrictive trade covenants or other legal restraints exist which would cause Dealer to be in breach of this Agreement.

V. ROYALTIES

A. Licensor agrees to pay a fee and/or royalty to Dealer in the amount of _____% of the gross proceeds received from the sale of software.

B. Any and all charge-backs, refunds, credits, checks returned for insufficient funds or under stop payment orders, or other difficulties in collecting or uncollectibles are exempt from the royalty fee.

C. Dealer will be paid on the _________ day of each week for all monies turned in before _________ p.m. on that day.

D. No fee shall be paid for software provided for editorial review, promotional purposes, test purposes, consumer customer support supplements and other purposes reasonably required to market, promote and support the software or for copies of the software distributed at no cost to replace diskettes having errors or defects.

VI. WARRANTIES AND COPYRIGHTS

A. Licensor represents and warrants that it is the owner of the rights to the software; and that to the best of licensor's knowledge this Agreement does not infringe upon any patent, trademark, copyright, or trade secret of other parties.

B. Dealer represents and warrants that neither it nor its authorized agents will make false claims or omit to state material information to prospective purchasers or Users of the software.

C. Dealer agrees to indemnify and hold Licensor harmless for any and all losses and expenses caused by any breach or misrepresentation, noncompliance, injuries, or damages caused by its personnel.

D. Dealer agrees to conspicuously indicate copyright notices on any and all copies of the software and/or advertising, indicating that the same is subject to the copyright [Add _________[name of holder of copyright, if different from Licensor]] and ownership of Licensor.

VII. ENFORCEMENT OF RIGHTS

Each party shall notify the other of any possible infringement of the copyrights or breach of this Agreement or the User Agreement in Exhibits "A" and "B" by third parties and shall assist and cooperate in resolving any and all breaches or infringements.

VIII. TERM AND QUOTA

A. Dealer and Licensor mutually agree that this Agreement will remain in effect from _________[date] until _________[date], at which time it may be automatically renewed from year to year if Dealer notifies Licensor at least thirty (30) days prior to the original expiration date or any annual renewal date that this Agreement will be renewed, unless this Agreement is terminated earlier by the following occurrences:

1 Failure of Dealer to meet and maintain an average weekly gross sales volume of $_____. The quota commences on _________[date] and shall continue until this Agreement is terminated;

2 Death or incapacity of Dealer or a material change in ownership of Dealer's business, provided, however, that Dealer's family members may continue this Agreement if Dealer dies;

3 Bankruptcy or insolvency of Dealer's business;

4 Dealer's lack of financial resources to maintain adequate facilities, inventory or service for Licensor's customers;

5 Dealer's breach of any covenant in this Agreement. Dealer ceases to sell the software for any reason, Dealer shall provide prompt written notice of its decision to Licensor and shall return to Licensor any and all promotional materials, advertising materials, training materials, copies of Licensor's publications, and other property relating to this Agreement. Unit royalties dues on remaining copies of the software will be paid in accordance with this Agreement.

B. Licensor may terminate this Agreement:

1 If Dealer fails to comply with the terms of this Agreement;

2 If Dealer fails to fully advise Licensor of all sales or leases of the Licensor's software;

3 If Dealer makes claims or representations that are untrue or libelous;

4 If any causes of action are filed against Licensor due to Dealer's acts or omissions or if unreasonable complaints, lawsuits or claims are filed against Licensor. Licensor shall give Dealer written notice to terminate this Agreement, and the termination shall be effective ten (10) days from the date of the notice.

C. In the event of cancellation or expiration of the term of this Agreement, whichever shall be the case, the exclusive license conveyed in this Agreement shall cease and shall then belong exclusively to Licensor or its nominee.

IX. NONCOMPETITION PROVISIONS

A. The parties agree that the covenants, agreements and restrictions ("this covenant") contained in this agreement are necessary to protect the business goodwill, business interests and proprietary rights of _________, and that the parties have independently discussed, reviewed and had the opportunity of legal counsel to consider this agreement and now agree and stipulate to the following:

1 This covenant is an integral part of an enforceable agreement _________[employment agreement], and the covenants contained in this agreement were made at the time this agreement was consummated by the parties.

2 This covenant is fair and reasonable in its:

a geographical area;

b length of time; and

c scope of activity being restrained.

B. Restrictive Covenants. Dealer expressly agrees that while this Agreement is in effect, and for a period of two years following termination of this Agreement, Dealer will not, directly or indirectly, without prior consent of Licensor, as an employee, agent, proprietor, partner, broker, stockbroker, stockholder, officer, director, or otherwise use special knowledge or training or divulge trade secrets to any person or to any competitive business that would compete directly or indirectly with Licensor's business.

C. The term "competitive business" shall include, but shall not be limited to, any business or development that involves the marketing or selling of _________[describe software].

1 Dealer further expressly agrees that it will not use for its own benefit or disclose to any person any information, including confidential information, of the Licensor that Dealer has obtained or learned during the existence or performance of this Agreement.

2 Dealer's agreements contained in this article shall be construed as agreements independent of any other provision of this Agreement. The existence of any claim or cause of action by the Dealer against the Licensor, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Licensor of the agreements contained in this section.

D. The parties agree and acknowledge that the Licensor has spent considerable sums of money and time in developing the software described in this Agreement, and that the software is worth a considerable amount of money and therefore is a benefit which the Licensor seeks to protect, and the protection is agreed and acknowledged by both parties as being reasonable consideration for establishing this restrictive covenant.

E. The parties agree that it may be difficult and impractical to calculate or ascertain actually or definitely the damages that the Licensor may suffer if Dealer breaches this Agreement. Accordingly, the parties agree to the sum of $_____, or actual damages proved at trial, as liquidated damages which would result from a breach of this provision, together with reasonable attorney's fees required to enforce this Agreement. Licensor may also resort, without prejudice to this liquidated damages provision, to any other appropriate legal remedy, by injunction or otherwise, and if any of the foregoing restrictions in this provision are held to be invalid, they shall be deemed to be severable and shall not defeat the remaining provisions in this Agreement.

F. Property Rights of Licensor. Dealer recognizes that Licensor's software requires a confidential relationship between it and its employees, and the fullest protection and confidential treatment of its trade secrets, software, know-how, products and other business knowledge which have been developed, conceived and learned by Dealer during the course of this Agreement. Accordingly, Dealer agrees that, during the terms of this Agreement, Dealer will keep secret and confidential such information, trade secrets, products and know-how and will not use the same to aid itself or others, either directly or indirectly. Dealer further agrees that, upon termination of this Agreement, it will surrender to the Licensor all of its papers, software, information, documents, writings, and other properties in its possession which relate to this software agreement, including both originals and any copies of such material. Dealer also agrees that it will not withhold any of the information. All documents, software diskettes, customer lists, and any other records and books relating in any manner whatsoever to the customer and prospective customers of Licensor shall be the exclusive property of Licensor. All such records shall be immediately returned by Dealer to the Licensor upon the termination of this Agreement. Dealer shall also return to Licensor any and all software diskettes, binders, and the like upon the termination of this Agreement.

G. Soliciting Customers After Termination of This Agreement. Dealer shall not, for a period of one (1) year immediately following the termination of this Agreement, regardless of the reasons or cause for the termination and regardless of the party causing the termination, either directly or indirectly:

1 Make known to any person, firm or corporation the names and addresses of any of the customers of Licensor or any other information pertaining to them; or

2 Call on, solicit or take away any of the customers of the Licensor on whom Dealer called or with whom it became acquainted during the term of the Agreement either for himself or for any other person, firm or corporation.

X. MISCELLANEOUS PROVISIONS

A. This Agreement shall be subject to and governed by the laws of the State of _________[state]. Any and all obligations or payments due under this Agreement shall be performed in _________[city], _________ County, _________[state]. The parties agree that for venue purposes any and all lawsuits, disputes, causes of action, or arbitrations shall be in _________ County, _________[state].

B. This Agreement is the entire agreement between the parties and supersedes all previous letters, understandings or oral agreements between Licensor and Dealer which relate to the licensed software.

C. The waiver of any breach of any covenants and conditions of this Agreement shall not hinder or otherwise prevent the subsequent enforcement of rights under this Agreement.

D. Any assignment of this Agreement or any part by Dealer, without written consent of Licensor, shall be null and void and of no effect.

E. Notices under this Agreement shall be in writing and shall be sent by registered or certified mail, return receipt requested, postage prepaid, and properly addressed, to the respective parties at the addresses set forth above in this Agreement. Notices actually received shall, for all purposes, be deemed to have been in writing and shall, for all purposes, be deemed to have been fully given and received.

F. This Agreement may not be altered or amended unless agreed to in writing by both parties.

G. Dealer agrees that information and data at its disposal during the term of negotiations of this Agreement, operation and enforcement of this Agreement are considered proprietary information and confidential. Such information, if disseminated to third parties, would be detrimental to Licensor. Accordingly, Dealer agrees to take any and all reasonable precautions to restrict the dissemination of such information by its employees, agents or subcontractors. This obligation shall continue, notwithstanding the termination of this Agreement, for a period of two (2) years from the effective date of this Agreement.

H. Dealer further agrees that it shall take any and all necessary steps and sign and execute any and all necessary documents or agreements required to implement the terms of the agreement of the parties contained in this contract, and Dealer shall refrain from taking any action, either expressly or impliedly, which would have the effect of prohibiting or hindering its performance under this Agreement.

I. This Agreement and attached exhibits contain the entire agreement of the parties and there are no representations, inducements, promises, agreements, arrangements, undertakings, oral or written, between the parties other than those expressly set forth in this Agreement. No agreement of any kind shall be binding upon either party until the same has been made in writing and duly executed by both parties.

J. Independent Status. It is agreed and understood that:

1 Any work requested by the parties shall be performed under the terms of the Agreement and that Dealer is considered an independent contractor. Each party is interested only in the results obtained under this Agreement and has the general right of inspection and supervision in order to secure the satisfactory completion of the work.

2 Neither party shall have control over the other party with respect to its hours, times, employment, etc.

3 Under no circumstances shall either party be deemed an employee of the other nor shall either party act as an agent of the other party.

4 The parties warrant that the obligations shall be performed with due diligence in a safe, competent, workmanlike manner and in compliance with any and all applicable statutes, rules, and regulations.

5 Any and all joint venture or partnership status is expressly denied and the parties expressly state that they have not formed either expressly or impliedly a joint venture or partnership.

K. Captions and Paragraph Headings.

1 The captions, numbering sequences, titles, paragraph headings, and punctuational organization used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of the Agreement.

2 The paragraph headings used in this Agreement are descriptive only and shall have no legal force or effect whatsoever other than to aid a reasonable interpretation of the Agreement.

3 The titles to each of the various articles and paragraphs are included for convenience or reference only and shall have no effect on or be deemed part of the text of this Agreement.

4 Use of the neuter, singular or plural to refer to the parties described in this Agreement shall be deemed a proper reference even though the parties may be individuals, partnerships, corporations, associations, trusts, or groups of two or more individuals, partnerships, or corporations, or a joint venture.

5 Any necessary grammatical changes required to make the provisions of this Agreement apply in the plural sense where there is more than one party to this Agreement or where parties are corporations, associations, partnerships, trusts, or individuals, or to make the language apply to females as well as males, shall in all instances be assumed as though each case were fully expressed.

6 If any word, phrase, clause or paragraph or other provision of this Agreement is deemed, adjudicated, or otherwise found to be against public policy, void, or unenforceable, those words or provisions shall be deleted or modified in keeping with the express intent of the parties as necessary to render this Agreement valid and enforceable.

7 All such deletions and modifications shall be the minimum required to effect the above and the intent of the parties to this Agreement.

L. Parties Bound.

1 This Agreement shall be binding upon and inure to the benefit of the parties, their respective heirs, executors, administrators, legal representatives, successors and assigns.

2 The parties expressly agree that in the event a party seeks to or does transfer all or any part of its assets to a separate entity, not a party to this Agreement, the party shall be liable under this Agreement as if the transfer had not occurred.

M. Representations. No representations, promises guarantees or warranties were made to induce either party to the execution of this Agreement or made in connection therewith which are not expressly stated in the body of this Agreement.

N. Severability. If any provision of this Agreement is for any reason held violative of any applicable law, governmental rule, or regulation, or if the Agreement is held to be unenforceable or unconscionable, the invalidity of that specific provision shall not invalidate the remainder of this Agreement. All other provisions and the entirety of this Agreement shall remain in full force and effect unless the removal of the invalid provision destroys the legitimate purposes of this Agreement in which event this Agreement shall be null and void.

O. Time Limit. Time is of the essence in this Agreement and all time limits shall be strictly construed and strictly enforced. Failure of one party to this Agreement to meet a deadline imposed under this Agreement shall be considered a material and significant breach of this Agreement and shall entitle the nonbreaching party to any and all rights of default as provided below.

P. Complete Understanding. By execution and acceptance of this Agreement, the parties acknowledge that they have read the same and understand each provision, term and obligation contained in this Agreement. This Agreement, although drawn by one party, shall be construed fairly and reasonably and not more strictly against the drafting party than the nondrafting party.

Q. Date of Effectiveness. This Agreement shall become effective upon the execution of the same by all parties and all obligations contained in this Agreement shall be conclusive and binding upon all of the parties. Accordingly, this Agreement shall no longer be considered executory as of the date that all parties have affixed their signatures to it.

R. Signatory Clause. This Agreement is signed, accepted and agreed to by all parties by and through their agents or authorized representatives. All parties acknowledge that they have read and understood this Agreement and its attachments and/or exhibits. All parties further acknowledge that they have executed this legal document voluntarily and of their own free will.

S. Default. Licensor may terminate this Agreement and Dealer's right to distribute Licensor's software and regain possession of the same if Dealer defaults on payment or other performance of this Agreement or violates any of the terms or conditions of this Agreement. If Dealer defaults, Dealer shall pay Licensor all costs of collections, repossession, attorney's fees and other charges or expenses incurred in enforcing Licensor's rights under this Agreement. Licensor shall have the right to immediate possession of the software, all books and materials, documents, and data with Licensor's name or logo on it, that any way relate to the software subject to this Agreement, wherever found, with or without process of law. The rights and remedies of Licensor are cumulative rather than exclusive and are in addition to any other rights and remedies afforded to Licensor by law.

T. Indemnification. Dealer shall be liable for and indemnify and hold Licensor harmless from any and all fines, penalties, losses, destruction, damage or forfeitures, causes of action and/or lawsuits imposed during the term of this Agreement. Dealer shall defend, indemnify and hold Licensor harmless from any and all losses, liabilities, damages, destructions, injuries, deaths, claims, demands, costs, causes of action, lawsuits, expenses or other liabilities arising out of or connected with the possession or use of the software during the term of this Agreement, unless the same is separately covered by insurance, including, but not limited to, any and all claims or liabilities to third parties and Dealer's claims, if any arising out of the abandonment, conversion, secretion, concealment, use, unauthorized sale, or other action involving the software by Dealer or any of its agents or employees, the confiscation of the software by any governmental authority, or for any illegal or improper use of the software.

U. Loss or Destruction. Licensor shall not be liable for damage to or loss or destruction of any property of Dealer during the term of this Agreement, whether or not the same is related to the negligence of Dealer or its agents, servants or employees. Dealer assumes all risks of such loss or damage of the software and of any books, manuals or material delivered to it and waives any and all claims against Licensor and shall defend, indemnify and hold Licensor harmless and free from any and all claims arising out of loss or damage which may occur.

Wherefore, the parties, intending to be legally bound, have signed their names in the spaces indicated below.

_________[Licensor's name]

By: _________

_________[Typed name and title]

_________[Dealer's name]

By: _________

_________[Typed name and title]