Runemaker Reseller Licenses

THIS AGREEMENT is made this ________ day of _____________, 2009, by and between Runemaker Group UK ("RUNEMAKER GROUP"), a sole trader company with its principal place of business located at:

4 Holliday Close, Milton Keynes MK8 0AZ, United Kingdom, and:

 _________________________________ ("the reseller"), an organisation described as:

__________________________________ with its principal place of business located at:

 __________________________________________________________________.

NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:

1. The product(s) or product line(s) or service(s) included in this agreement are any and all products, product lines, services, intellectual properties and softwares provided by Runemaker Group UK (hereinafter referred to as "the product range") available for resale at present or in the future.

2. Distribution Right: RUNEMAKER GROUP hereby appoints and grants the reseller the non-exclusive and non-assignable right to sell the product range of RUNEMAKER GROUP to customers. The customers are end users who purchase the product range from the reseller for the purpose of installation and use of the product range. The reseller shall have a permit issued by its local and/or federal government where the reseller's company is located or registered if so required by local law.

3. Tangible Goods: The reseller's purchases: the product range described herein which he shall purchase from RUNEMAKER GROUP and which will be resold by him in the form of tangible personal property provided, however, that in the event that any of such product is used for any purpose of business, it is understood that the reseller is required by local sales and tax law to report and pay appropriate tax according to regulations extant in the location from which the reseller is trading.

4. Intangible Goods: The reseller forwards customers to RUNEMAKER GROUP for the purchase directly from RUNEMAKER GROUP of intellectual property, electronically generated documents, softwares and any intangible products herinafter referred to as "intangible goods" for the consideration of a commission payment on a scale and amount contracted and agreed in conjunction with this agreement. Such intangible goods will be sold directly to the reseller's customers by RUNEMAKER GROUP from England within the United Kingdom inclusive of all tax considerations extant at the time of sale in accordance with local taxation law. The reseller is hereby notified that at the time of making this Agreement on the date stated above RUNEMAKER GROUP is exempt from collection or payment of sales tax or value added tax in accordance with local taxation law. RUNEMAKER GROUP reserves the right to alter prices without prior notice of intangible goods in the event of any change to taxation law of England within the United Kingdom now or in the future.

5. Trademarks and Logo Use: RUNEMAKER GROUP hereby grants to the reseller a limited right-to-use license (the "License") for certain RUNEMAKER GROUP trademarks and logos (the "Logos") for the duration of the Agreement as described herein, and under the following terms and conditions:

(a) This License is granted for the benefit of RUNEMAKER GROUP'S resellers and others with a legitimate intent to advertise and sell RUNEMAKER GROUP's product range;
(b) RUNEMAKER GROUP has full ownership right to the Logos and the reseller does not acquire any rights, title or interest in or to the marks beyond that set forth herein;
(c) If the reseller uses the Logos in conjunction with logos representing awards or publications of companies granting such awards, it shall be the responsibility of the reseller to give appropriate attribution to such companies, and to correctly identify such logos with their respective companies; and
(d) The reseller may not, under any circumstances, alter the appearance of the Logos, either by alteration, size, colour or combination with any other logo. Breach of this section will be grounds for immediate termination of this License, and any other legal remedies RUNEMAKER GROUP may deem appropriate.

6. RUNEMAKER GROUP reserves the right to modify or terminate its reseller program at any time without notice or liability save only that commissions accrued to the credit of the reseller will be forwarded promptly on cessation of the program.

7. There is no implied or hidden stipulation in this contracted agreement imposing liability or obligation on RUNEMAKER GROUP for any expenditure made or incurred by the reseller, or for any sale or promotional activity undertaken by the reseller, except pursuant to written and explicit request or agreement of representatives of RUNEMAKER GROUP.

8. Terms: The initial term of this Agreement shall be for the period stipulated on implementation of the agreement, unless sooner terminated. Following such initial term, this Agreement shall be renewed for successive periods as mutually agreed between RUNEMAKER GROUP and the reseller, unless either party notifies the other in writing of an intention not to renew the Agreement within ninety (90) days of the end of the initial term.

Termination shall not relieve either party of obligations incurred prior thereto. This Agreement may be terminated under the following stipulations without exception under any circumstances:

(a) by the reseller at anytime upon thirty (30) days written communiqué notice to RUNEMAKER GROUP.
(b) by RUNEMAKER GROUP upon thirty (30) days written communiqué' notice to the reseller for cause or in the event the reseller breeches this contact (in any manner);
(c) by RUNEMAKER GROUP upon thirty (30) days written communiqué notice to the reseller in the event the reseller becomes involved in any arrangements with creditor, voluntary or involuntary bankruptcy proceedings under the Bankruptcy Laws of the United Kingdom;

9. Notice or Communication. Any notice or communication required or permitted hereunder (other than Administrative Notice) shall be in writing and shall be sent by registered or signed-for mail delivery, return receipt requested, postage prepaid and addressed to the address set forth below or to such changed address as any party entitled to notice shall have communicated in writing to the other party. Notices and communications to RUNEMAKER GROUP shall be sent to:
Runemaker Group UK
4 Holliday Close Crownhill
Milton Keynes MK8 0AZ
United Kingdom

10. Relationship of Parties. The relationship between the parties established by this Agreement shall be solely that of vendor and vendee and all rights and powers not expressly granted to the reseller are expressly reserved to RUNEMAKER GROUP. The reseller shall have no right, power or authority in any way to bind RUNEMAKER GROUP to the fulfilment of any condition not herein contained, or to any contract or obligation, expressed or implied.

11. Indemnity. The reseller agrees to hold RUNEMAKER GROUP free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever

(a) arising from acts of the reseller;
(b) as a direct or indirect consequence of termination of this Agreement in accordance with its terms; or
(c) arising from acts of third parties in relation to products sold to the reseller under this Agreement, including, but not limited to execution of liens and security interests by third parties with respect to any such products.

12. Assignment. This Agreement constitutes a personal contract and the reseller shall not transfer or assign same or any part thereof without the advance written consent of RUNEMAKER GROUP.

13. Applicable Law. This Agreement shall be governed by the laws of England within the United Kingdom and is accepted by RUNEMAKER GROUP at its address as stated in clause 9 above. All payments hereunder shall be made at RUNEMAKER GROUP's address by means of online fund transfer, cheque (check), bank draft, or money order payment. RUNEMAKER GROUP's rights granted hereby are cumulative and in addition to any rights it may have at law or equity.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date and year indicated above.


RUNEMAKER GROUP UK


By: _________________________________
Name:
Title:


COMPANY NAME OF RESELLER:

_________________________________


By: _________________________________
Name:
Title:
(Authorized Officer)