Exhibit 10.49
RESELLER AGREEMENT
This Reseller Agreement ("Agreement") is dated October 18, 2007 (the "Effective
Date"), and is entered into by and between Logical Choice Technologies
("Distributor") with principal offices at 3355 Breckinridge Boulevard, Suite
200, Duluth, GA 30096 and Computer Software Innovations, Inc. ("Reseller"), with
principal offices at 900 East Main Street, Suite T, Easley, SC 29640.
WHEREAS, the Distributor and Promethean Inc. ("Promethean") have entered into a
Distributor Agreement granting the Distributor the right to resell the products
of Promethean listed on Exhibit A (the "Products") either directly, or
indirectly through resellers approved by Promethean, subject to certain
qualifications and limitations; and
WHEREAS, the Distributor and the Reseller desire to establish a relationship
through which the Reseller will have the right to sell the Products on behalf of
the Distributor.
NOW, THEREFORE, for good and valuable consideration, the parties hereby agree as
follows:
1) Appointment
Pursuant to the terms hereof, the Distributor grants to the Reseller the right
to market and sell Products to prospective customers in the territory specified
in Exhibit B (the "Territory"). If the Territory is determined solely by a
geographic location (and not a specific market), the Territory shall be as
defined by the shipping address of the prospective or current customer. The
Reseller is not permitted to sell the Products outside the Territory.
Furthermore, neither the Reseller, nor its employees or other agents shall have
the authority to make any commitments whatsoever on behalf of the Distributor or
Promethean, except as explicitly authorized herein. The rights granted by the
Distributor to the Reseller under this Agreement shall vest upon the approval of
Promethean, evidenced by the authorized signature on this Agreement of either
Promethean's acting Director of Channels, or an executive officer of Promethean.
2) Term of Agreement
The term of this Agreement shall commence upon its final execution date and
shall continue for a period of one (1) year, unless sooner terminated in
accordance with paragraph 2.1 below. The term of this Agreement may renew for
successive one year periods upon mutual agreement of the parties at least sixty
(60) days prior to the commencement of each one (1) year period.
2.1) Termination
Either party may terminate this Agreement upon submitting at least 30 days
advance written notification to the other party for any of the following
reasons:
a) Termination for convenience
b) Material breach of this Agreement not cured within thirty (30) days after
receipt of written notice describing the breach.
3) Required Training
Distributor and Reseller understand and agree that any appointment pursuant to
the terms of this Agreement will be subject to Reseller's (or its personnel's)
receipt of all training, certification, and/or other instruction required by
Promethean from time to time of persons offering services similar to those
desired to be provided by Reseller under the terms of this Agreement.
4) Deal Registration
Understanding that there are 3rd party national resellers (Dell and CDW-G) that
may sell into the Territory, the Distributor agrees to use reasonable efforts to