Filed by Automated Filing Services Inc. (604) 609-0244 - MobileMail (US) Inc. - Exhibit 10.12





 



	EXHIBIT 10.12 
	MobileMail Re-seller Agreement Cover Sheet





  	Parties to the agreement  
          
	Partner:
        	Zeno DA 	MobileMail Limited 
	 
        

          

        Address: 

          	Haldens Gate 9,7014, Trondheim,
        

        Norway 

          

          	Suite 5.15, MLS Business Centre,
        

        130 Shaftesbury Avenue, 

        London, W1D 5EU 

        UK 



	 	 	 






	1. Products under the Agreement (hereinafter the
      “Product List”) 
	MAILSMS 
EASYSMS 
CORPORATESMS
      ADMINISTRATIVE INTERFACE 







	2. Price List 
	See Appendices below 





	3. Contact Information 	  
	Reseller 	MobileMail 
	Kjetil Wikestad (kjetil@zeno.no) 	Gary Flint (gary.flint@mailsms.co.uk) 
	Frode Laugen (frode@zeno.no) 	  
	 	 
	 	 





	4. Territory 
	Norway 





	5. Initial Order 
	n/a 





  	6. Sales Targets 
	n/a 


  












	7. Partner's Support Obligations 
	
      Full installation support to affiliated re-sellers / direct users in
      Norway 
Application customisation support to re-sellers in Norway
      
On-going application support 

       








	8. Marks (reference to the Clause 11 of the Standard
      Terms and Conditions) 
	
n/a 






	9. Appendices 
	License Fees: 
All calculations
      for corporate account fees are to be based on a share of total revenue.
      
All calculations for SMS Mark-up payments are based on share of profit
      per SMS. 
  
1) Corporate Account Fees 
  
Zeno
      DA            
      75%
MobileMail         25%











  	    

           
      
Total No. of Users 	Nr of 

        corporate
      
accounts 	  

        Initial License
    	Monthly 

        Fees 	Total Annual 

        Payment 	  

        Zeno 	  

        Mobilemail 

	NOK 	NOK 	NOK 	0.75 	0.25 
	1 	501 	25 	15,000 	2,500 	45,000 	33,750 	       11,250 
	501 	1000 	50 	15,000 	4,000 	63,000 	47,250 	       15,750 
	1001 	2500 	125 	15,000 	5,000 	75,000 	56,250 	       18,750 
	2501 	5000 	250 	15,000 	7,500 	105,000 	78,750 	       26,250 
	5001 	+ 	unlimited 	15,000 	10,000 	135,000 	101,250 	       33,750




	Any changes to the license fee model must
        be subject to approval by MobileMail Ltd. 

      SMS Fees – in line with Clickatell’s
        pricing structure. Prices to be agreed by both parties. Additional SMS
        providers can be used with consent of both parties 

      2) SMS Mark-up applied to Norwegian Re-sellers 

      Zeno DA             
        25% 

        MobileMail          75%
      

      3) SMS Mark-up applied to Corporate Account holders (direct
        users subject to license fee) 

      Zeno DA             
        25% 

        MobileMail          75%
      











	4) SMS Mark-up applied to private EASYSMS
      subscribers (no license fees) 
  
Zeno
      DA           75%
Mobilemail       
      25%



	 





	10. Other Terms and Agreements: 






	Zeno DA are committed to completing the following
      application developments: 

      


                •       
          Ensure MAILSMS & CorporateSMS are UNICODE compliant 

                •       
          Create a web interface within the CorporateSMS administration interface
          to allow the sending of bulk SMS messages:

                           
           allowing .csv & .txt file feeds 

                •       Add
          an SMS delivery confirmation feature in CorporateSMS. The “Status”
          column in the SMS log should display 

                           
          one of four options: 

                  a)     
           Pending 

                  b)    
            Sent 

                  c)      
          Error 

                  d)     
           Confirmed 

                •       
          Activate the sending of WAP Push messages – testing through Clickatell
          gateway 

                •       
          Ensure that users can choose to set the “Sent By” field as
          either a text or a number 

                •       
          Assistance integrating the automated on-line payment system using PayPal
        

                •       
          On-going commitment to create new gateway connections to SMS providers: 

                  a)    
             SignUpTo 

                  b)     
           VirtuMobile

      Implementation of MMS messaging – dependent on
      development hours of items above – will not be part of agreement if total
      development hours exceed 144 hours 






















This Agreement (the “Agreement”) sets forth the terms and
conditions on which the Re-seller listed above (the “Re-seller”, hereinafter
MobileMail and Partner collectively the “Parties” and individually the “Party”)
has agreed to act as an agent for MobileMail’s software products.

The Agreement consists of this cover sheet and MobileMail’s
Standard Terms and Conditions for Reseller Agreements, which are attached
hereto, as well as any appendices executed by the parties and attached hereto,
all of which incorporated herein and an integral part hereof. This Agreement
shall become binding and effective upon execution by both parties. The term of
this Agreement shall commence on the latest date written below under the
parties’ names (“Effective Date”). This Agreement may be executed in one or more
facsimile or original counterparts. 

	 	 Zeno DA 	 	       	MobileMail Limited 
	 	  	 	  	  
	 		 	      	
	By: 	 /s/ Frode Laugen	 	By: 	 /s/
      Gary Flint   
	 	         Name: Frode
      Laugen	 	Name: 	Gary Flint 
	 	         Title: Manager
    	 	Title: 	Managing Director 
	 	         Date: 14.06.05
    	 	Date: 	14/06/05 
	 	/s/ Kjetil Wikestad
	 	 	 








 



	MobileMail Reseller Agreement 
	Standard Terms
      and Conditions 


         
   These Standard Terms and Conditions (together with the
Cover Sheet, as well as any other schedules and exhibits incorporated by
reference in the Cover Sheet, collectively, the “Agreement”) govern the
terms of the co-operation of the Parties. 

1.          
Definitions 

“Cover Sheet” shall mean the Software Reseller Agreement
Cover Sheet. 

"End User" shall mean the entity, organisation or person
  that is the actual end user of the Products. 

"Terms & Conditions" or “T&C’s”
  shall mean the agreement under which MobileMail grants to End User a license
  to use the software incorporated in the Product.

"Products" shall mean the products and product versions
(including but not limited to software packages and software licenses embodied
in license certificates) listed under Section 1 of the Cover Sheet, and any
documentation relating to the Products, including any translations thereof.


“Product List” shall mean the list of products under
this Agreement specified in the Cover Sheet or as subsequently amended in
accordance with Clause 6 below. 

"Price List" shall mean the MobileMail Reseller Price
List applicable to the Territory specified in the Cover Sheet or as subsequently
amended in accordance with Clause 6 below. 

“Sales Target” shall mean the annual sales targets
specified in Section 6 of the Cover Sheet or separately agreed by the Parties.


“Distributor” shall mean the entity or organizations
  which purchase the Products from MobileMail and will establish and manage a
  network of Resellers for the purposes of distribution of the Products. 

"Term" shall mean the term of this Agreement as specified
  in Clause 16 below. 

"Territory" shall mean the geographic area designated
  as such under Section 4 of the Cover Sheet.

 "Marks" shall mean the trade name, product names, symbols
  and trademarks of MobileMail used in connection with the Products. 

2.          
Appointment 

Subject to the limitations and restrictions provided in this
Clause and to the other terms and conditions of this Agreement, MobileMail
appoints the Reseller and the Reseller accepts such appointment as MobileMail's
non-exclusive reseller to resell the Products listed in the Product List to End
Users in the Territory. 

Nothing in this Agreement shall be construed in any manner as
limiting MobileMail's marketing or distribution activities within or outside the
Territory or MobileMail's appointment of other distributors, resellers,
licensees or agents in or outside the Territory, or MobileMail's distribution of
the Products to companies located outside the Territory for use within the
Territory. 

The Reseller shall distribute the Products only under the
T&C’s supplied with the Products. The Reseller shall promptly, in its own
expense, review the agreement and advise MobileMail as to what revisions, if
any, should be made to the T&C’s in the Territory to ensure that the
agreements comply with requirements of local law in the Territory, and that
MobileMail has sufficient protection concerning proprietary rights, warranty
disclaimers and limitations of liability under such local law. 

Unless otherwise approved in writing by MobileMail, the Reseller
  shall market the Products within the Territory specified in Section 4 of the
  Cover Sheet only and therefore agrees not to seek End Users, or establish a
  branch or maintain a depot with respect to the Products, outside the Territory.




 


3.          
Duties and Obligations of the Reseller 

Upon execution of this Agreement, the Reseller shall purchase
from MobileMail, at a minimum, the Products specified in Section 5 of the Cover
Sheet.

The Reseller shall make its best efforts to achieve the annual
Sales Targets set out in the Section 6 of the Cover Sheet or separately agreed
by the Parties. Any failure to meet such annual Sales Targets may be deemed a
material breach of this Agreement.

The Reseller will make its best efforts to successfully market,
resell and support the Products on a continuing basis in the Territory. The
Reseller will provide its End Users with Product information and assistance.


The Reseller shall comply with good business practices relevant
to this Agreement or the subject matter hereof. 

The Reseller shall forthwith notify MobileMail if the Reseller
becomes aware of any problems related to the performance, packaging, marketing,
or promotion of the Products and will also forward to MobileMail any and all
modifications, design changes or improvements of the Products suggested by any
customer, employee or agent. 

4.          
License for the MobileMail Software and Technology 

Subject to the limitations and restrictions provided in this
  Clause and to the other terms and conditions of this Agreement, MobileMail hereby
  grants to the Reseller a non-transferable and non-exclusive license in the Territory,
  only in marketing and demonstration of Products and MobileMail’s technology,
  to use internally 1 copy of the MobileMail Software product under the Terms
  and Conditions. (T&C’s) 

When using the software, the Reseller shall be bound by the T&C’s
  applicable to the MobileMail product. 

Except for the license rights granted under this section, no
other license right for MobileMail’s software products or technology is either
implicitly or explicitly granted. MobileMail shall have a right to withdraw this
license by delivery of a written notice thereof at any time. 

5.          
Orders

Invoices will be raised against all signed purchase orders,
which in turn will be accepted as confirmation of an order by the end-user /
re-seller. 

The terms and conditions of this Agreement shall supersede any
different, conflicting or additional terms on purchase orders from the Reseller
and the terms on such purchase order shall be of no force or effect even if
signed by both parties. 

6.          
Changes to the Price List and Product List 

MobileMail will charge the Reseller for the Products according
to its Price List in effect at the time of the order. The Reseller will pay for
the Products according to the terms specified in Clause 7. 

The Price List and the Product List will be amended at any time
in MobileMail's sole discretion including but not limited to the addition or
discontinuance of Products or revision of prices for Products.

MobileMail may increase the prices for all or any of the
Products at any time upon giving the Reseller notice at least thirty (30) days
prior to the effective date of such increase. If MobileMail increases its price
for any Product, the increase will not apply to any order received by MobileMail
prior to the effective date of such notice.

MobileMail shall inform the Reseller of discontinuation of a
  Product (including a discontinuation of a Product due to a new version or a
  superseding Product) at least thirty (30) days prior to the effective date of
  such change of the Product List. 



 


7.          
Payments 

If the Reseller satisfies MobileMail’s credit requirements the
payment terms for invoices under this Agreement shall be 30 days net. All
payments hereunder shall be in GBP, if not specifically stated otherwise. The
interest on overdue payments shall be 15 %. MobileMail reserves the right in its
reasonable commercial judgment to place the Reseller on credit hold, in which
event MobileMail will promptly inform the Reseller, and the payment terms shall
be cash in advance of shipment. 

All payments to MobileMail in line with the profit sharing
agreement (see schedule 9) shall be paid directly to the MobileMail bank account
on the last day of the month. 

The Reseller will pay any and all license fees, taxes,
including any applicable sales taxes and value-added taxes or charges levied or
imposed on the Products ordered.

8.          
Maintenance and Support 

The Reseller shall provide support services for the Products to
End-Users that have purchased the Product from the Reseller (the "Reseller’s
Support"). The minimum requirements for the Reseller’s Support are specified by
MobileMail in Section 7 of the Cover Sheet.

MobileMail shall provide reasonable assistance and product
support to the Reseller. It is expressly agreed that MobileMail shall not be
under any obligation to provide support to the Resellers or End Users.

9.          
Bookkeeping and Reporting 

The Reseller (i) shall maintain up-to-date and detailed
accounts and records on the accrual of revenue and sales related to the
Products, and (ii) within five business days following the end of each month,
make itemized reports on the accrual of revenue and sales and on the Product
Inventory of the Reseller at the end of each month.

The Reseller will permit MobileMail or a representative to
examine and audit the Reseller's books and records during normal business hours
for purposes of verification of the reported accrual of revenue, sales and
inventory. If such an audit uncovers a deficiency in reporting, the Reseller
shall immediately compensate such deficiency and bear the audit expenses and
MobileMail shall be entitled to immediately terminate the Agreement upon written
notice to the Reseller. Any and all statements or records or notes taken in
relation to such examination shall be held in confidence as confidential
information of the Reseller. 

10.          Marketing

MobileMail shall use its reasonable commercial endeavours to
support the Reseller’s marketing efforts by taking part in the marketing
campaigns, providing marketing and promotional material and providing training
for the Reseller’s staff as agreed in more detail in this Clause.

The Parties may agree on joint marketing campaigns and efforts.
  Unless otherwise agreed, each Party shall bear its own expenses related to such
  campaigns or efforts. 

MobileMail may provide to the Reseller without an extra charge,
  from time to time, up-to-date marketing and promotional material related to
  the Products. 

In the course of providing or marketing the Products: (i) the
Reseller shall not make any representations, warranties or guarantees concerning
the Products that are inconsistent with the technical specifications provided by
MobileMail; (ii) Neither party shall not knowingly engage in deceptive,
misleading, illegal or unethical practices of any kind or otherwise engage in
practices that may be detrimental to the other party or to the reputation and
goodwill of the other Party. 

Each Party agrees that the other Party may use the company name
  of the other Party in its public relations material and any other marketing
  material for the purpose of informing its business partners and/or the public
  of the existence and the nature of the business relationship pursuant to this
  Agreement between the Parties (hereinafter “Reference Use”). Reference
  Use shall correspond to the 



 


reasonable written instructions given by the other Party from
time to time. A Party shall use the company name in a manner that shall not
impair the goodwill and reputation thereof.

The Reseller will obtain MobileMail's approval prior to
releasing or publishing any press release relating to the Products.

The Reseller shall not remove, cover or alter any Marks (as
defined in Clause 11) or copyright notices which MobileMail may place on or
affix to the Products or any marketing material. 

11.         
Trademarks 

The Reseller acknowledges that MobileMail is the owner of the
  Marks and all goodwill attaching thereto and has the exclusive right to use
  and license the use of the Marks throughout the world. The Reseller covenants
  that it shall not at any time during the term hereof or thereafter, assert the
  invalidity or contest MobileMail's ownership of the Marks, any application,
  therefore or registration thereof. 

MobileMail hereby grants to the Reseller a non-exclusive, non-transferable,
  royalty-free license to use the Marks specified in the Cover Sheet in good faith
  and in accordance with good trade practises in the Territory solely in relation
  to the marketing of the Products. No other license is given nor intended for
  any of the Marks, and the Reseller shall not use the Marks for any other purpose.


The Reseller shall use the Marks strictly in accordance with
the terms hereof and in a manner that shall protect and preserve all rights of
MobileMail therein. The Reseller shall not take any action which might
invalidate the Marks or impair any rights of MobileMail or create any rights
adverse to those of MobileMail therein or attempt to register the Marks anywhere
in the world.

The Reseller acknowledges that MobileMail has not made any
representation or warranty that the Marks are registered or registrable. Failure
to obtain or maintain registration of any of the Marks anywhere in the world
shall not be a breach of the terms hereof by MobileMail.

Throughout the term of this Agreement and thereafter the
Reseller shall not adopt or use anywhere in the world any trademark, service
mark, trade name, logo or commercial symbol which includes a component of any of
the Marks or is confusingly similar to any of the Marks. 

All advertising and promotional materials bearing any of the
Marks shall include a notice to the effect that the Marks belong exclusively to
MobileMail as well as such other statements as MobileMail shall reasonably
require from time to time, in its sole discretion. The Reseller shall promptly
make available to MobileMail at its request one copy of any advertising material
created or disseminated by the Reseller which mentions or uses any of the Marks
and shall, when reasonably possible, revise the same at the request of
MobileMail.

The Reseller acknowledges and agrees that all goodwill
associated with the Marks shall endure directly and exclusively to the benefit
of and belong to MobileMail. 

12.         
Limitation of Liabilitv 

EXCEPT AS OTHERWISE PROVIDED HEREIN AND EXCEPT FOR (I) LIABILITY
  IN NEGLIGENCE CAUSING PERSONAL INJURY OR DEATH; (II) LIABILITY UNDER THE CONSUMER
  PROTECTION STATUTES; (III) LIABILITY FOR FRAUDULENT STATEMENTS; (IV) ANY OTHER
  LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED (AS APPROPRIATE); AND (V)
  LIABILITY ARISING OUT OF A PARTY’S INDEMNIFICATION OBLIGATIONS, INTENTIONAL
  MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY AND TO THE FULL EXTENT
  PERMISSIBLE BY LAW, EACH PARTY’S LIABILITY FOR ALL CLAIMS ARISING OUT OF
  THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO
  THE SUM OF TEN THOUSAND EUROS (€10,000) PER EVENT OR SERIES OF EVENTS
  ARISING FROM A COMMON CAUSE. 

TO THE FULL EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL EITHER
  PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) LOSS OF DATA; (II) LOSS
  OF PROFITS; (III) BUSINESS INTERRUPTION; (IV) LOSS OF SALE; (V) LOSS OF TURNOVER;
  (VI) LOSS OF OR DAMAGE TO BUSINESS; (VII) WASTED MANAGEMENT OR OTHER STAFF TIME;
  (VIII) LOSS OF 



 


CUSTOMER; (IX) LOSSES OR LIABILITIES UNDER OR IN RELATION TO
ANY OTHER CONTRACT; OR (X) SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT LOSS
OR DAMAGE. FOR THE PURPOSES OF THIS SECTION, THE TERM “LOSS” SHALL INCLUDE A
PARTIAL LOSS OR REDUCTION IN VALUE AS WELL AS A COMPLETE OR TOTAL LOSS. 

Except for losses or damages arising out of intentional
misconduct or gross negligence, the above exclusions shall apply howsoever they
may arise from or in relation to this agreement and/or the software, howsoever
caused and whether arising in contract, tort (including but not limited to
negligence) or otherwise. The above exclusions will also apply even if such
party in question has been advised or is aware of the possibility of such
damages arising and/or such damages are reasonably foreseeable.

13.          Proprietary
Rights 

MobileMail does not grant to the Reseller any rights to any
intellectual property, including without limitation copyright, patent,
trademark, trade secret or any other proprietary right, relating to the Products
or to any other materials furnished unless this Agreement specifically provides
for such a right. 

The Reseller will have no right to receive any source code or
source documentation with respect to any Product. The Reseller shall not use the
Products except for demonstration purposes to promote the Products under this
Agreement. 

The Reseller agrees not to (i) modify, alter, or create any
derivative work of the Products, including but not limited to inclusion of any
other software; (ii) make any copies of the Products or any portion thereof;
(iii) reverse engineer, disassemble, decompile or otherwise attempt to derive
source code from the Products save as permitted by the law; and (iv) modify the
packaging or documentation, including but not limited to removing or altering
the serialisation cards, or modify or add to any collateral material for the
Products without MobileMail’s express written approval. 

The Reseller will promptly notify MobileMail in writing upon
its discovery of any unauthorised use or infringement of the Products or
MobileMail's intellectual property rights with respect thereto. MobileMail will
have the sole and exclusive right to bring an infringement action or proceeding
against a third party, and, in the event that MobileMail brings such an action
or proceeding, the Reseller will co-operate and provide full information and
assistance to MobileMail and its counsel in connection with any such action or
proceeding. Failure by the Reseller to promptly notify MobileMail and so
cooperate shall be considered a breach of a material term of this Agreement.


14.          Websites
and Domain Names 

MobileMail hereby grants to the Reseller a non-exclusive,
non-transferable, royalty-free license to use the name Mobilemail for the
purpose of registration of a Domain Name and operation of a Website in the
Territory solely in relation to the marketing of the Products. No other license
is given nor intended, and the Reseller shall not use the Website or Domain Name
for any other purpose. 

The Reseller acknowledges that MobileMail is the owner of the
Website and Domain Name all upgrades, enchancements, modifications, new
versions, derivations and all goodwill attaching thereto and has the exclusive
right to use and license the use of the Website and Domain Name throughout the
world. The Reseller covenants that it shall not at any time during the term
hereof or thereafter, assert the invalidity or contest MobileMail's ownership of
the Website and/or Domain Name, any application, therefore or registration
thereof. 

The Reseller shall use the Website and/or Domain Name strictly
in accordance with the terms hereof and in a manner that shall protect and
preserve all rights of MobileMail therein. The Reseller shall not take any
action which might invalidate the Website and/or Domain Name or impair any
rights of MobileMail or create any rights adverse to those of MobileMail therein
or attempt to register the Domain Name anywhere else in the world.

The Reseller acknowledges and agrees that all goodwill associated
  with the Website or Domain Name shall endure directly and exclusively to the
  benefit of and belong to MobileMail. 



 


The Reseller shall transfer, assign or otherwise deal with the
Website and/or Domain Name solely at the direction of Mobilemail and in its
absolute discretion and the Reseller shall give such assistance to Mobilemail as
is required to perfect and register any such transfer, assignment or dealing.


15.          Indemnification

Indemnification by MobileMail. If a third party presents
a claim against the Reseller pertaining to the infringement of copyright caused
by the use or distribution of the Products in accordance with this Agreement (a
"Claim"), MobileMail shall be responsible at its own cost to pursue all the
necessary legal and other actions to defend the Reseller, and to pay, indemnify
and hold harmless the Reseller from reasonable attorney's fees and out-of-pocket
costs incurred in defending such Claim as well as from resulting final judgments
and costs awarded against the Reseller, provided that (i) MobileMail is given
prompt notice of such a Claim in writing; (ii) the Reseller gives MobileMail
sole control of any and all investigation, negotiation, settlement and legal
procedures arising from such a Claim; and (iii) the Reseller provides
MobileMail, at MobileMail' expense, with all assistance, information and
authority reasonably required for the defence and settlement of the Claim.

MobileMail shall have no obligation pursuant to this section if
(i) the infringement is caused by the use of non-MobileMail products or data, or
(ii) the MobileMail Software has been modified without MobileMail's consent
provided that the infringement would not have occurred but for such
modification, or (iii) the infringement is caused by use of the MobileMail
Software for other purposes than set forth in this Agreement. This exclusion
applies to the extent that the infringement would not have taken place but for
such modification or use of the MobileMail Software. 

If the Reseller’s use of the MobileMail Software as set forth
in this Agreement is enjoined, or if in MobileMail's judgement is likely to be
enjoined, MobileMail agrees to make its best commercial efforts to, at its
expense and option (i) modify or replace the MobileMail Software to be
non-infringing, (ii) to obtain for the Reseller the right to continue using and
the distribution of the Products.

If the claim is based on a factor MobileMail is not liable for
pursuant to this Clause 15, subject to provisions equivalent to MobileMail's
indemnity to the Reseller hereunder, the Reseller shall indemnify MobileMail for
any expenses and costs arising in connection with such factor. 

THE FOREGOING SETS FORTH MOBILEMAIL'S SOLE OBLIGATION, AND THE
RESELLER’S SOLE REMEDY, IN THE EVENT OF ANY INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY RIGHTS BY THE PRODUCTS. 

Indemnification by the Reseller. The Reseller agrees to
indemnify and hold MobileMail harmless from and against any and all claims,
liabilities (including but not limited to product liability), costs and damages
(including reasonable legal fees) which may be imposed upon, incurred by or
assessed against MobileMail, arising out of or resulting from, directly or
indirectly, (i) the use of the Products, by the Reseller or End Users or (ii)
from the Reseller's activities, or those of its employees, agents or
representatives, including, without limitation, providing unauthorised
representations or warranties to its End Users (or failing to effectively
disclaim all warranties or limit liability on behalf of MobileMail). 

16.          Compliance
With Laws 

The Reseller represents and warrants that neither this
Agreement (or any term hereof) nor the performance or exercise of rights under
this Agreement is restricted by, contrary to, in conflict with, ineffective
under, requires registration or approval or tax withholding under, or affects
MobileMail's proprietary rights (or the duration thereof) under, or will require
any compulsory licensing under, any law or regulation of any organisation,
country, group of countries or political or governmental entity located within
or including all or a portion of the Territory. 

It shall be the complete and sole responsibility of the Reseller
  to comply with all applicable laws and regulations governing this Agreement
  and relationship, including, without limitation, all filings required to be
  submitted to the trade, finance, banking or other governmental entities with
  jurisdiction over this Agreement (or any similar or successor entity). In complying
  with such laws and regulations, the Reseller shall take all steps necessary
  to protect the confidentiality of the terms and conditions of this Agreement.
  The Reseller further represents and warrants that it has made all notifications
  and filings required to be made by the Reseller prior to the execution of this
  Agreement. 



 


17.          Term
and Termination 

This Agreement commences on the Effective Date and shall remain
in force for an initial term specified in the Cover Sheet. Unless otherwise
agreed, the initial term shall be twelve months. Unless terminated with a notice
period of 30 days before the end of the initial term, the agreement shall remain
in force for consecutive terms of twelve months until terminated with a notice
period of 30 days to terminate at the end of such term.

This Agreement may be terminated by either Party after thirty
(30) days' prior written notice for the breach of a material term, unless such
breach is remedied within such 30 days' notice period. Notwithstanding the
foregoing, MobileMail may terminate this Agreement upon written notice if (i)
the Reseller suffers or permits the appointment of a receiver, administrator or
liquidator for its business or assets or becomes insolvent, or makes a general
assignment for the benefit of creditors or has a petition granted against it for
its winding up (or analogous event occurs in the jurisdiction in which it is
incorporated) or (ii) the Reseller ceases to carry on its business or otherwise
terminates its business operations or if its controlling ownership has changed
by merger, acquisition or sale of all or substantially all of its assets,
business or stock. MobileMail may also terminate this Agreement on 30 days prior
notice if there is a material change in the Reseller's executive management or
financial status. 

Termination is not the sole remedy under this Agreement and
whether or not termination is effected, all other remedies will remain
available. 

18.          Rights
Upon Termination 

Upon any termination or expiration of this Agreement for any
reason, all licenses granted to either party under this Agreement shall cease
immediately. The termination or expiration of this Agreement for any reason
whatsoever shall be without prejudice to any right or obligation of any party
hereto in respect of this Agreement, which has arisen prior to such termination
or expiration.

For the sake of clarity, any termination of this Agreement
shall not affect licenses of End Users under the T&C’s granted prior to the
termination. 

Upon termination later than twelve (12) months from the
Effective Date or at any time upon termination due to a breach by the Reseller,
MobileMail may, but is not under obligation, to offer refund for the Products
(amount of such refund being under sole discretion of MobileMail) to the
Reseller.

Notwithstanding the termination of the Agreement, provided that
the Agreement was not terminated due to a breach by the Reseller, the Reseller
shall have a right for three (3) months after the termination to sell the
outstanding inventory of the Products not refunded by MobileMail. 

Upon termination of this Agreement, the Reseller will not be
entitled to and waives any rights to any compensation, damages, loss of profits
or prospective profits, payments in respect to goodwill that has been
established, or reimbursement for any expenses relating to training. In
addition, MobileMail shall not incur any liability whatsoever for any loss or
expenses of any kind suffered or incurred by the Reseller arising from or
incidental to any termination of this Agreement by MobileMail which complies
with the terms of the Agreement whether or not MobileMail is aware of any such
loss or expenses. In particular but without limitation, MobileMail shall not be
liable to the Reseller for any statutory or other compensation or damages
arising as a result of the termination of this Agreement under any legal
jurisdiction, including without limitation under the European Union Commercial
Agents. 

Clauses 12, 13, 15, 16, 18, 19 and 20 will survive any
termination or expiration of this Agreement. 

19.          Confidentiality


The Reseller will treat as confidential this Agreement, and all
  information (commercial, technical or otherwise) relating in any manner to the
  business or affairs of MobileMail as may be communicated to it in connection
  with this Agreement (both prior and subsequent to its execution), including,
  but not limited to, pricing, business forecasts, marketing and commercialisation
  plans and all know-how, techniques, ideas, principles and concepts underlying
  the Products or that which is apparent by use, testing or examination (the “Confidential
  Information”). Except as authorised in writing by the 



 


MobileMail, the Reseller will not disclose any Confidential
Information to any person, including the media, nor use the Confidential
Information other than for the purposes of this Agreement. 

The Reseller shall take every reasonable precaution to protect
and maintain the confidentiality of the Confidential Information, which
precautions shall be at least equivalent in scope and effect to the measures
taken by the Reseller to protect its own most confidential proprietary
information (but in no event will less than due care be used). 

The Reseller agrees to limit disclosure of Confidential
Information to those of its employees who require access in the performance of
their duties and who have executed a written non-disclosure agreement, the
provisions of which are sufficient to protect the confidentiality of the
Confidential Information being disclosed. 

The provisions of this Clause shall not apply to any
information which: (i) is in the public domain, or which becomes generally known
to the public, other than by default of the Reseller; (ii) was in the lawful
possession of the Reseller prior to the disclosure, and was not obtained either
directly or indirectly from the Reseller; (iii) is, or had already been,
verifiably independently generated by the Reseller, without reference to
MobileMail’s confidential information; or (iv) is required to be disclosed by
law or the valid order of a court of competent jurisdiction or the request of
any governmental or other regulatory authority or agency (provided that the
Reseller shall so notify MobileMail as promptly as practicable and if possible
prior to making any disclosure and shall use its reasonable endeavours to seek
confidential treatment of such information). 

In the event of any breach or threatened breach by the Reseller
of this Clause, MobileMail shall be entitled to apply for injunctive relief in
any court of competent jurisdiction, without prejudice to the other available
remedies.

20.          Final
Provisions 

Notices. All notices shall be given in writing and shall
be effective when either (i) served by personal delivery (ii) upon receipt of
mail sent as certified mail, return receipt requested; or (iii) upon receipt of
facsimile transmission if verified by a written or electronic record of the
transmission, provided that any such communication is addressed to the parties
at their respective addresses and/or facsimile numbers set forth in the Cover
Sheet, or to such other address or numbers as either party may later specify by
written notice or provide as part of the performance of this Agreement. 

Force majeure. Neither party shall be liable for damages
for any delay or failure of performance under this Agreement arising out of
causes beyond their reasonable control and without their fault or negligence,
including, but not limited to, Acts of God, acts of civil or military authority,
fires, riots, wars, lock-outs, strikes and other industrial disputes (whether or
not relating to a party's workforce) or embargoes, provided that the
non-performing party gives prompt notice of such force majeure conditions to the
other party and makes all reasonable efforts to perform. 

No joint venture. Nothing in this agreement shall be
construed as creating a partnership, agency, joint venture or any legal entity
among the Parties. The Reseller shall have no authority to enter into agreements
of any kind on behalf of MobileMail and shall not have the power or authority to
bind or obligate MobileMail in any manner to any third party. 

No assignment. Unless expressly otherwise provided to
the contrary hereunder, neither Party shall have the right to assign this
Agreement, in whole or in part, nor any interest, right or license granted
hereunder, without the written consent of the other Party. 

Severability. Should any part, term or provision of this
Agreement be declared invalid, void or unenforceable, all remaining parts, terms
and provisions hereof shall remain in full force and effect and shall in no way
be invalidated, impaired or affected thereby. 

No Waiver. The failure of either Party to enforce at any
time any of the provisions hereof shall not be a waiver of such provision, or
any other provision, or of the right of such Party thereafter to enforce any
provision hereof. 

Changes. Changes to this Agreement may only be made in
  writing with the signatures of a duly authorised representative of each party.
  Addenda and amendments made after this Agreement has 



 



been signed alter its contents only to the extent expressly agreed upon between parties. All other conditions shall always remain unchanged. 


Governing law. This Agreement shall be governed by the laws of England. 


Entire Agreement. This Agreement constitutes the entire Agreement between the Reseller and MobileMail concerning the subject matter hereof, supersedes all prior communications or Agreement, written or oral, and is intended as a complete and
exclusive statement of the terms and conditions concerning this subject matter. 


Dispute Resolution. Except for actions to protect proprietary rights of the MobileMail Software, actions brought by MobileMail for payment of an undisputed monetary claim hereunder, any dispute, controversy or claim arising from or relating
to this Agreement or any breach, termination or invalidity thereof shall be settled in accordance with the Rules of Arbitration of the Chartered Institute of Arbitrators. The arbitration tribunal shall consist of one (1) arbitrator who shall be
appointed by the Chartered Institute of Arbitrators. The award of the arbitration shall be final and binding on both Parties. English language shall be used in the proceedings.

 Appendices. The appendices referred to in the Cover
  Sheet and in this Agreement are incorporated in this Agreement by reference.
  In case of a controversy between the texts of the provisions of the Cover Sheet,
  General Terms and Conditions of MobileMail and appendices, the text of the Cover
  Sheet and the General Terms and Conditions shall prevail.