UQUICK TECHNOLOGIES INDIA LIMITED AND YOUR COMPANY NAME DISTRIBUTOR AGREEMENT

This Agreement is made as of WHILE SUBMIT THIS FORM (“Effective Date”) by and between UQUICK TECHNOLOGIES INDIA LIMITED. (“UQUICK”). And COMPANY NAME (“Distributor”), an India-based company concerning the following facts:

WHEREAS, UQUICK is the owner of certain software products (the “Software”);

WHEREAS, the distributor provides Software and hardware-related marketing, sales, and consulting services for distributors, resellers, and end users who distribute, resell, or license the Software and

WHEREAS, the parties wish to enter into an Agreement for specific customization, distribution, marketing, sales, maintenance, and support of the Software

NOW, THEREFORE, in consideration of the mutual covenants and conditions stated herein, the parties at this moment agree as follows:

Appointment

UQUICK TECHNOLOGIES INDIA LIMITED appoints and designates the distributor as a non-exclusive distributor to actively distribute, resell, sell, market, promote, service, and solicit orders for a rebranded version of UQUICK Software within the Territory defined below.

UQUICK provides Software to the distributor using the distributor discount pricing structure outlined in Exhibit A.

The distributor shall solicit orders subject to the defined Territory attached as Exhibit B (“Territory”).

Term

The term of this Agreement shall be one year and may be renewed hereafter by a written agreement signed by both parties.

Software

For this Agreement, “Software” includes the customized versions of RestoreX rebranded as YOUR BRAND NAME. Other products may be added occasionally as they become available or for specifically approved sales opportunities. Approval for other products must be in writing before the distributor presents it to the end user and distributor reseller.

Distributor’s Obligations Related to Distributing the Software

1. Except for the distributor’s end user license agreement for the Software, the Distributor and its employees shall not have any authority to make, and will not make, any representation or warranty on behalf of UQUICK TECHNOLOGIES INDIA LIMITED. Distributor and its employees shall not assume or create any obligation or responsibility, express or implied, on behalf of or in the name of UQUICK TECHNOLOGIES INDIA LIMITED or act for or bind UQUICK TECHNOLOGIES INDIA LIMITED in any respect except as expressly permitted in this Agreement.

2. The distributor shall provide the implementation and training associated with the Software installations as necessary. Unless otherwise agreed, the distributor shall bill the distributors and their customers at rates to be negotiated between the distributor and those distributors/customers. The distributor shall also provide installation and maintenance services upon request from its customers. Nothing in this Section 4(B) shall prohibit the distributor from utilizing, in the distributor’s sole discretion, Distributor Resellers to provide such implementation, training, installation, or maintenance end-user to end-user customers.

UQUICK Obligations Relating to Distributing the Software

1. UQuick shall inform and instruct the distributor on the Software and provide reasonably necessary guidance to enable the distributor to carry out its responsibilities under this Agreement.

2. UQuick shall supply all necessary demonstration working copies of the Software to the distributor to promote and market the Software. All copies of the Software shall remain the property of UQUICK TECHNOLOGIES INDIA LIMITED and shall be subject to the confidentiality provisions of Section 9 of this Agreement; however, the distributor shall have the right to distribute such promotion and marketing demonstration copies to the Distributor Resellers for the sole purpose of demonstrating the Software to end-user customers.

3. UQuick shall respect the distributor’s end user and Reseller base and not undercut pricing or breach a letter of intent for buying software licenses.

4. UQuick and its employees shall not have the authority to make they will not make any representation or warranty on behalf of the distributor. UQuick and its employees shall not assume or create any obligation or responsibility, express or implied, on behalf of or in the distributor’s name or act for or bind the distributor in any respect except as expressly permitted in this Agreement.

5. UQuick shall rebrand each software copy purchased by the Distributor from UQuick using YOUR BRAND NAME.

Distributor’s Obligations Relating to the Support of the Software

1. The distributor will provide support and help desk services to its end-user base.

2. The distributor will continue to offer services to existing and potential licensees of the Software related to systems administration, training, upgrade installation, and business consulting associated with marketing and installing the Software.

3. Nothing in this Section 6 shall prohibit the distributor from utilizing, in the distributor’s sole discretion, Distributor Resellers to provide the support and services contemplated herein.

UQUICK Obligations Relating to Developing the Software

UQUICK will direct or conduct core development of the Software, which will be done at UQUICK’S sole expense.

License

1. UQuick now grants distributors and distributor resellers the right and license to display the Software to potential end-user customers in connection with the distributor’s efforts to promote the Software’s licensing under the terms of this Agreement.

2. The distributor shall be able to develop its branding or trademarks for the rebranding and promotional material to support distribution. While UQuick continues to own the Software, the distributor may hold the copyright and trademark in branding and promotional materials for marketing the Rebrand. Upon termination of this Agreement, the distributor agrees to discontinue all UQuick Trademarks and Software use.

3. All licenses granted in this Section 8 shall be further subject to the following restrictions:

     1. The Software shall remain the sole property of QUICK.

     2. Before disclosing the Software to Distributor Resellers and potential end-user customers, the distributor shall, using industry-standard commercial means, protect UQUICK’s intellectual property during such disclosure.

     3. Except as otherwise provided or permitted herein, the distributor shall not permit its agents or employees to make any copies of the Software.

Confidentiality

1. “Confidential” or “Proprietary” information, as used herein, shall include the particular property, knowledge, or information of UQUICK or Distributor or concerning any of their respective business, Software, assets, or financial condition, no matter how such information was acquired, including.

(i) The identity of Distributor Resellers, end users and prospects, their specific requirements, and the names, addresses, and telephone numbers of the individual contacts and prospects.

(ii) Prices, renewal dates, and other detailed terms of Distributor Reseller, customer, and supplier contracts and proposals.

(iii) Pricing policies, marketing and sales strategies, product and service delivery methods, and product and service development projects and techniques.

(iv) Source code, object code, formats, user manuals, technical manuals, and other documentation for Software products.

(v) Screen designs, report designs, and other designs, concepts, and visual expressions for Software products.

(vi) Designs, concepts, know-how, user manuals, technical manuals, and other documentation for business.

(vii) Employment and payroll records.

(viii) Forecasts, budgets, and other nonpublic financial information; and

(ix) Expansion plans, management policies, methods of operation, and other business strategies and policies.

2. The Distributor, at this moment, acknowledges that the Software is the property of UQUICK; the Distributor shall not transfer, disclose, display, or otherwise make available any Software or related documentation or copies or portions thereof to any other entity or third party except as expressly permitted in herein or as required by judicial order, process or subpoena. The distributor agrees to secure and protect the Software and related documentation to maintain the proprietary rights of UQUICK therein, including appropriate instructions to and Agreement with its employees.

3. The parties agree not to disclose the terms of this Agreement to any third parties except as they may specifically need to know so that the disclosing party may perform its obligations, whether under this Agreement or otherwise.

License Acceptance

UQUICK reserves the right to reject any order or cancel any order or any part thereof for credit concerns or any other reason UQUICK deems sufficient at its sole discretion. UQUICK shall transmit to the distributor written notification of rejection of an order submitted by the distributor within seven (7) days of receiving such order. All orders shall be deemed accepted after seven (7) days if the distributor has received no notification from UQUICK.

Terms of Payment

UQUICK shall invoice the distributor upon delivery of orders. All payments are due thirty (30) days from the UQUICK invoice date. The distributor agrees that no fees should be made when due. The distributor shall pay interest on such overdue payments at the rate of 1% per month, or the maximum allowable by law, whichever is less, until the Price, including service charges, has been fully paid. However, this shall not be construed as obligating UQUICK to grant any extension of time in the terms of payment. All payments shall be in INDIAN Rupees.

Warranties Limitation of Liability

UQUICK does not represent or warrant that copies of the Software will always be available for use by the distributor under this Agreement. UQUICK agrees to use reasonable efforts to make Software readily available but shall UQUICK not be liable for damages, including any lost profits or other incidental or consequential damages arising from the Software’s unavailability, use, or performance.

Termination

1. If either party breaches this Agreement, the non-breaching party can terminate it by providing written notice of its intent. The non-breaching party shall have all rights in law or equity to protect trade secrets or intellectual property rights.

2. This Agreement may be terminated with or without cause by either party with a thirty (30) days advance notice by providing written notification to the other party.

Dispute Resolution

The parties will attempt in good faith to resolve any controversy or claim arising from or relating to this Agreement by mediation by the Center for Public Resources Model Procedure for Mediation of Business Disputes. If the matter has not been resolved under the mediation above procedure within thirty (30) days of the commencement of such procedure (which period may be extended by mutual Agreement), or if either party will not participate in mediation, then either party may initiate litigation upon fifteen (15) days written notice to the other party.

Indemnification

Each party shall indemnify the other concerning any third-party claim alleging bodily injury, including death or damage to tangible property, to the extent the negligence or willful misconduct of the indemnifying party causes such injury or damage. A condition precedent to any obligation of a party to repay under this Section shall be for the other party to promptly advise the indemnifying party of the claim and turn over its defense. The party being indemnified must cooperate in the defense or settlement of the claim, but the indemnifying party shall have sole control over the defense or settlement. Suppose the defense is properly and timely tendered to the indemnifying party. In that case, the indemnifying party must pay all litigation costs, reasonable attorney’s fees, settlement payments, and any damages awarded, provided, however, that this shall not be construed to require the indemnifying party to reimburse attorney’s fees or related costs that the indemnified party incurs either to fulfill its obligation to cooperate or to monitor litigation being defended by the indemnifying party.

1. UQUICK shall indemnify and defend the distributor, at UQUICK expense, from and against any action brought against the distributor by a third party, to the extent that such action is based on a claim that the distributor’s use of the Software infringes any United States patent or copyright, or misappropriates the trade secret rights of that third party. The conditions precedent to the duties set forth herein shall be that:

(i) The distributor has given UQUICK written notice under the requirements of this Agreement;

(ii) Such claim does not arise from modifications made by the Distributor or its End Users (directly or indirectly by a third party) to the Software and

(iii) Such claim does not arise from using or combining the Software with other Software not supplied by UQUICK. If the Software becomes, or in UQUICK’s sole opinion is likely to become, the subject of a claim of infringement or misappropriation, the distributor shall permit UQUICK, at UQUICK’s option and expense, either to:

(1) procure the right to continue using the Software;

(2) replace or modify (at UQUICK option) the Software while maintaining the functionality of the Software, or

(3) accept the return of the Software and, upon such return, refund to the End User the fees paid for such Software less depreciation calculated on a three (3) year straight-line basis from the date of delivery to the date of return.

2. The Distributor shall indemnify and defend UQUICK, at the distributor’s expense, from and against any action brought against the distributor by a third party, to the extent that such action is based on the claim.

i) that any Product modification performed or authorized by the distributor infringes any patent or copyright or misappropriates the trade secret rights of that third party;

ii) that using any third party’s trademarks, trade names, service marks, or logos violates any third party rights; or

iii) of fraudulent or negligent misrepresentations made by the distributor while performing its duties and obligations hereunder.

Notices

All notices and consents required to be given or made by the parties shall be deemed properly made if sent by facsimile or mailed, postage prepaid, to the addresses specified below or such other address established by a notice hereunder.

Limitation of Liability

EXCEPT FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS AND BREACHES OF CONFIDENTIALITY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE), INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Miscellaneous

The relationship between UQUICK and the distributor established by this Agreement is that of independent distributors and contractors. UQUICK and the Distributor shall each conduct their respective business at their initiative, responsibility, and expense, except as provided herein. They shall have no authority to incur any obligations on behalf of the other.

1. Either party shall not assign this Agreement without the written consent of the other party; however, consent shall not be unreasonably withheld if the party wishing to assign seeks assignment to a successor corporation wholly owned by the assigning party, where such assignee corporation agrees in writing to be fully bound by this Agreement.

2. No modification, termination, extension, renewal, waiver, or addition to the terms of this Agreement shall be binding upon a party unless outlined in a written amendment signed by an authorized representative of that party at its principal place of business.

3. The distributor agrees not to openly publish the Software’s Price online without UQUICK’s written consent.

4. For the given distributor discount pricing, UQUICK will only accept purchase orders from the distributor for a distributor of a minimum of one thousand licenses (1000).

5. Upon executing this Agreement, the distributor agrees to place the first purchase order for the Software.

6. Neither party shall be responsible for any failure to perform or delay in performing any of its obligations hereunder where and to the extent that such failure or delay results from causes outside the party’s reasonable control.

7. Neither party shall disclose the content of this Agreement without the other party’s written consent.

8. The parties shall comply with the provisions of all applicable government, state, province, county, and local laws, ordinances, regulations, and codes (including procurement of required permits or certificates) in the performance of this Agreement. Each party agrees to indemnify, defend, and hold harmless the other from any loss or damage sustained because of the party’s noncompliance with such laws.

9. This Agreement and any transaction between UQUICK and Distributor hereunder shall be governed by, construed, and interpreted under the laws of the State of Gujarat, INDIA (Bharat). UQUICK and the distributor, at this moment, consent to the jurisdiction of the courts in Rajkot, Gujarat.

IN WITNESS of which, the parties hereto have caused this Agreement to be executed as of the Effective Date.