In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Input: Consider Input: EXHIBIT 10.43 Dated 29/3/18

Distributorship agreement

between

Signature Orthopaedics Pty Ltd

And

CPM Medical Consultants LLC

Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





EXHIBIT 10.43 THIS AGREEMENT is dated

Parties

(1) Signature Orthopaedics Pty Ltd (ACN 106 702 416) , 7 Sirius Road, Lane Cove, NSW

(2) CPM Medical Consultants, LLC of 1565N. Central Expressway, Suite 200, Dallas, TX 75080.

Background

The Supplier wishes to appoint the Distributor as its non-exclusive distributor for the promotion and sale of the Products within the Territory (both as defined below), and the Distributor wishes to promote and sell the Products within the Territory on the terms of this agreement.

Agreed terms

1. Definitions and interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Business Day: a day (other than a Saturday, Sunday or public holiday in Australia) when banks in Sydney are open for business.

Commencement Date: means the date of this agreement.

Control: the ability to direct the affairs of another person, whether by virtue of the ownership of shares, contract or otherwise.

Inactive Territories means a country in which the Distributor has not sold or supplied the Product during the Initial Term.

Initial Term has the meaning given to it in clause 12.1.

Products: As defined in Schedule 1 and includes any other products developed by the Supplier and which the Supplier may permit the Distributor, by express notice in writing, to distribute in the Territory.

Term: the term of this agreement, as determined in accordance with clause 11. Territory: means the territory specified in Schedule 2.

Trade Marks: the trade mark registrations listed in Schedule 3 and any further trade marks that the Supplier may permit, or procure permission for, the Distributor to use in the Territory in respect of the Products by express notice in writing.

GST: goods and services tax chargeable under the Goods and Services Tax Act and any similar replacement or additional tax or such other similar or analogous form of tax under the laws and regulations in the Territory.

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





Year: the period of 12 months from the Commencement Date and each consecutive period of 12 months thereafter during the Term.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Words in the singular shall include the plural and vice versa.

1.7 A reference to one gender shall include a reference to the other genders.

1.8 A reference to any party shall include that party's personal representatives, successors or permitted assigns.

1.9 A reference to a statute, statutory provision or any subordinated legislation made under a statute is a reference to such statute, provision or subordinated legislation as amended or re-enacted from time to time, whether before or after the date of this agreement and in the case of a reference to a statute is also to all subordinate legislation made under that statute whether before or after the date of this agreement.

1.10 A reference to writing or written includes faxes and e-mail.

1.11 Documents in agreed form are documents in the form agreed by the parties and initialled by or on behalf of them for identification.

1.12 Any reference to a legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Australia, be deemed to include a reference to what most nearly approximates to the Australian legal term in that jurisdiction.

1.13 A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this agreement) at any time.

1.14 References to clauses and schedules are to the clauses and schedules of this agreement.

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





1.15 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Appointment

2.1 The Supplier appoints the Distributor as its non-exclusive distributor to distribute the Products in the Territory on the terms of this agreement.

2.2 Following the expiry of the Initial Term, the Supplier may amend the Territory to remove any Inactive Territories.

2.3 Notwithstanding 2.1 and 2.2, the Supplier may sell or supply the Products to end users within USA at anytime.

2.4 The Distributor shall not:

(a) represent itself as an agent of the Supplier for any purpose; or

(b) pledge the Supplier's credit; or

(c) give any condition or warranty on the Supplier's behalf except for any warranty or guarantee which cannot be excluded under law; or

(d) make any representation on the Supplier's behalf; or

(e) commit the Supplier to any contracts; or

(f) act as the agent or the buying agent, for any person for any goods which are competitive with the Product; or

(g) retain any monies of the Supplier except on a trustee or fiduciary basis; or

(h) knowingly make any false or misleading statement to any supplier or service provider, or to the Distributor or its business, about the Products or the liability of the Supplier for the cost of any goods or services supplied to the Distributor or its business; or

(i) incur any liability or assume any obligation on behalf of the Supplier; or

2.5 The Distributor shall not without the Supplier's prior written consent make any promises or guarantees about the Products beyond those:

(a) agreed between the Distributor and the Supplier; and

(b) contained in any promotional material supplied by the Supplier.

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





3. Distributor's undertakings

The Distributor undertakes and agrees with the Supplier that at all times during the Term it will:

(a) use all reasonable endeavours to promote the distribution and sale of the Products;

(b) not use any promotional or advertising material for the Products not approved by the Supplier, such approval not be unreasonably withheld;

(c) provide Yearly non-binding sales forecasts;

(d) establish and maintain documented procedures for identifying the Products with a control number for traceability and copies of those records and procedures must be made available to the Supplier within thirty (30) days of request;

(e) provide regular reports on the sales activities within the Territory;

(f) employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Distributor's obligations under this agreement;

(g) maintain, on its own account, an inventory of the Products at levels which are appropriate and adequate for the Distributor to meet all customer delivery requirements for the Products throughout the Territory;

(h) keep full and proper books of account and records clearly showing all enquiries, quotations, transactions and proceedings relating to the Products;

(i) allow the Supplier, on reasonable notice, access to its accounts and records relating to the sale or distribution of the Products for inspection but not more than once in each year. For clarity, the Supplier will not be permitted access to any accounts or records which do not directly relate to the sale or distribution of the Products;

(j) comply with any reasonable directives or instructions given by the Supplier for any promotional activities, at the suppliers cost, concerning the nature, type, quality, characteristics, fitness for purpose, suitability, use and description of the Products;

4. Supply of products

4.1 The parties acknowledge that:

(a) the Supplier is the manufacturer of the Products; and

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





(b) the Supplier will have no obligation to separately supply the Products, except as otherwise provided for in this Agreement.

4.2 Supplier's undertakings

The Supplier undertakes to:

(a) provide information and support that may reasonably be requested by the Distributor to enable it to discharge its duties under this agreement properly and efficiently; and

(b) approve or reject any promotional information or material submitted by the Distributor within 28 days of receipt.

5. Prices and payment

5.1 The prices to be paid by the Distributor to the Supplier for the Products are to be the Price, as set out in Schedule 4.

5.2 Any and all expenses, costs and charges incurred by the Distributor in the performance of its obligations under this agreement will be paid by the Distributor, unless the Supplier has expressly agreed in advance in writing to pay such expenses, costs and charges.

5.3 The Distributor must pay the full amount invoiced to it by the Supplier in USD$'s within thirty (45) days of the date of invoice.

5.4 Neither party may withhold payment of any amount due to the other because of any set-off, counter-claim, abatement, or other similar deduction.

6. GST and taxes (Only Applicable to Australian companies)

6.1 All sums payable under this agreement, or otherwise payable by any party to any other party under this agreement are exclusive of any GST chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for GST purposes.

6.2 Where, under this agreement, any party makes a supply to any other party (Recipient) for GST purposes and GST is or becomes chargeable on that supply for which the supplying party is required to account to the relevant tax authority, the Recipient shall, subject to the receipt of a valid GST invoice, pay the supplying party (in addition to, and at the same time as, any other consideration for that supply) the amount of such GST.

6.3 Where any party is required by this agreement to reimburse or indemnify any other party for any cost or expense, that first party shall reimburse or indemnify the other party for the full amount of the cost or expense, including any GST on that amount,

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





except to the extent that the other party is entitled to credit or repayment for that GST from any relevant tax authority.

6.4 All import taxes, charges, levies, assessments and other fees of any kind imposed on the purchase or import of the Products shall be the responsibility of, and for the account of, the Distributor.

7. Advertising and promotion

7.1 The Distributor shall:

(a) cooperate with the Supplier in relation to the promotion and advertisement of the Products;

(b) not make any written statement as to the quality or manufacture of the Products without the prior written approval of the Supplier; and

(c) pays its own costs of advertising the Product except where there is any separate advertising campaign which the Supplier and the Distributor have agreed to fund jointly in any agreed proportion.

8. Anti-bribery compliance

8.1 The Distributor shall:

(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti- corruption; and

(b) not engage in any activity, practice or conduct which would constitute an offence.

9. Trade marks and intellectual property

9.1 The Supplier hereby grants to the Distributor the non-exclusive right, in the Territory, to use the Trade Marks in the promotion, advertisement and sale of the Products, subject to, and for the duration of, this agreement.

9.2 The Distributor may sell and/or distribute the Products using the Trade Marks in conjunction with any trade marks owned or licensed by the Distributor.

9.3 All representations of the Trade Marks that the Distributor intends to use shall be submitted to the Supplier for approval before use.

9.4 Within limiting this clause 12, the Distributor shall be entitled to add a label to the Products it purchases to show that the products purchased are being distributed by the Distributor.

9.5 The Supplier represents and warrants that:

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





(a) Trade Marks; and

(b) The Products, do not infringe any intellectual property rights of any third parties and the Supplier agrees to indemnify and hold harmless the Distributor against any clauses by a third party for infringement of intellectual property rights in relation to the Products or the Trade marks .

9.6 The Distributor shall not sub-license, transfer or otherwise deal with the rights of use of the Trade Marks granted under this agreement.

9.7 The Distributor shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or the goodwill of the Supplier.

9.8 The Distributor shall immediately enter into any document necessary for the recording, registration or safeguarding of the Supplier's Trade Mark rights with the Supplier for the marketing of the Products under the Trade Marks in a form satisfactory to the Supplier, at the suppliers cost.

9.9 Each party shall promptly give notice in writing to the other if it becomes aware of:

(a) any infringement or suspected infringement of the Trade Marks or any other intellectual property rights relating to the Products within the Territory; or

(b) any claim that any Product or the manufacture, use, sale or other disposal of any Product within the Territory, whether or not under the Trade Marks, infringes the rights of any third party,

9.10 In respect of any matter that falls within clause 9.9(a):

(a) the Supplier shall in its absolute discretion, decide what action to take in respect of the matter (if any);

(b) the Supplier shall conduct and have sole control over any consequent action that it deems necessary; and

(c) the Supplier shall pay all costs in relation to that action and shall be entitled to all damages and other sums that may be paid or awarded as a result of that action.

9.11 In respect of any matter that falls within clause 9.9(b):

(a) the Supplier and the Distributor shall agree:

(i) what steps to take to prevent or terminate the infringement; and

(ii) the proportions in which they shall share the cost of those steps and any damages and other sums which may be awarded to or against

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





them, being agreed between the parties that the Supplier shall hold Distributor harmless against any damages connected with any material or workmanship defect of the Products; and

(b) failing agreement between the parties, either party may take any action as it considers necessary or appropriate, at its own expense, to defend the claim and shall be entitled to and responsible for all damages and other sums that may be recovered or awarded against it as a result of that action.

9.12 Each party shall, at the request and expense of the other, provide any reasonable assistance to the other (including the use of its name in, or being joined as a party to, proceedings) with any action to be taken by the other party under this clause 9, provided that that party is given such indemnity as it may reasonably require against any losses, costs and expenses it may incur as a result of or in connection with providing such assistance.

10. Product liability and insurance

10.1 Subject to the Distributor fulfilling all the conditions in this clause 10, the Supplier shall indemnify the Distributor, defend and hold harmless against any liability incurred by the Distributor in respect of damage to property, death or personal injury arising from any fault or defect in the design of the Products and any reasonable costs, claims, demands and expenses, including reasonable attorneys' fees, arising out of or in connection with that liability (Relevant Claim), except to the extent the liability arises as a result of the wilful misconduct of the Distributor. The Supplier shall add the distributor to their current insurance certificate.

10.2 The Distributor shall, within five days of a matter which may result in a Relevant Claim:

(a) give the Supplier written notice of the details of the matter;

(b) give the Supplier access to and allow copies to be taken of any materials, records or documents as the Supplier may require to take action under clause 10.2(c);

(c) allow the Supplier the exclusive conduct of any proceedings and take any action that the Supplier requires to defend or resist the matter, including using professional advisers nominated by the Supplier; and

(d) not admit liability or settle the matter without the Supplier's written consent.

10.3 During the Term, the Supplier shall maintain product liability insurance with a reputable insurer of no less than AU$10 million for any one occurrence for any and all liability (however arising) for a claim that the Products are faulty or defective. The Supplier shall provide a copy of the insurance policy to the Distributor on request.

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





10.4 The Distributor undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Products or batches of Products from the retail or wholesale markets. These records shall include records of deliveries to customers (including batch numbers, delivery date, name and address of customer, telephone number, fax number and e-mail address).

10.5 The Distributor shall, at the Supplier's cost, give any assistance that the Supplier shall reasonably require to recall, as a matter of urgency, Products from the retail or wholesale market.

11. Duration and termination

11.1 This agreement begins on the Commencement Date and, subject to clause 11.2, shall continue for an initial term of one (1) years (Initial Term) and indefinitely after that until terminated by either party giving at least twelve (12) months' prior written notice to expire on or after the expiry date of the initial term.

11.2 Without affecting any other rights that it may be entitled to, either party may give notice in writing to the other terminating this agreement immediately if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

(b) the other party commits a material breach of any material term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days of being notified in writing to do so; or

(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of the Corporations Act 2001 (Cth) OR (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of the Corporations Act 2001 (Cth) OR (being a partnership) has any partner to whom any of the foregoing apply: or

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party: or

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or

(i) the other party, being an individual, is the subject of a bankruptcy petition or order; or

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(d) to clause 11.2(j) (inclusive); or

(l) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(m) the other party, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

(n) Without affecting any other rights that it may be entitled to, the Supplier may give notice in writing to the Distributor terminating this agreement immediately if the Distributor purports to assign its rights or obligations under this agreement to an entity that is not (1) affiliated with, (2) related to, or (3) sharing common ownership with the Distributor (a Permitted Assignee).

12. Effectsof termination

12.1 Termination of this agreement for any reason shall not affect any rights or liabilities accrued at the date of termination.

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





12.2 At the Supplier's option, on termination of this agreement:

(a) the Supplier may buy from the Distributor all or any stocks of Products for the current market value for those Products. The Distributor must deliver such Products to the Supplier within 14 days of receiving the Supplier's notice, and the Supplier must pay for the Products in full within 30 days of their delivery. The Supplier shall be responsible for the costs of packaging, insurance and carriage of the Products; or

(b) the Distributor may dispose of the balance of the Products in its possession and account to the Supplier for the Price for those Products; and

(c) subject to clause 12.2(b), the Distributor must cease using any intellectual property of the Supplier or of another person that relates to the distributorship and the Distributor must sign any instrument and do any other act that is necessary to achieve this purpose;

12.3 For the purposes of clause 12.2(a) the current market value in respect of Products shall be the price that the Products are ordinarily supplied as at the date of termination of this agreement.

12.4 Subject to clause 12.2, all other rights and licences of the Distributor under this agreement shall terminate on the termination date.

13. Confidentiality

13.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as provided by clause 13.2.

13.2 Each party may disclose the other party's confidential information:

(a) to those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 13; and

(b) as may be required by law, court order or any governmental or regulatory authority; provided, however, that the other party reserves the right to challenge such disclosure under applicable law. If such party elects to challenge the disclosure, no confidential information shall be disclosed during the pendency of such challenge.

13.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





14. Entire agreement

14.1 This agreement (and any document referred to in it) constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

14.2 Each party acknowledges that, in entering into this agreement (and any document referred to in it), it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.

14.3 Nothing in this clause shall limit or exclude any liability for fraud.

15. Variation

No amendment or variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Assignment and other dealings prohibited

16.1 The Distributor shall not assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with this agreement or any of its rights and obligations under or arising out of this agreement, or purport to do any of the same; provided, however, the Distributor may assign or transfer this agreement to a Permitted Assignee without the consent of Supplier. The Distributor shall not sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party or agent.

16.2 If the Distributor seeks the Supplier's consent to any proposed dealing under clause 16.1, the Distributor must: -

(a) disclose fully in writing all material facts relating to the dealing

(b) comply fully with any conditions or requirements set down by the Supplier which attach to any Suppliers consent that is given.

16.3 Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.

17. Freedom to contract

The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver and to exercise their rights and perform their obligations under this agreement.

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





18. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

19. Severance

19.1 If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this agreement, and the validity and enforceability of the other provisions of this agreement shall not be affected.

19.2 If a provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

20. Notices

20.1 Any notice required to be given under this agreement, shall be in writing and shall be delivered personally, by email, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out at the beginning of this agreement or as otherwise specified by the relevant party by notice in writing to each other party.

20.2 Any notice shall be deemed to have been duly received:

(a) if delivered personally, when left at the address and for the contact referred to in this clause; or

(b) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or

(c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or

(d) if delivered by email, on the date and at the time such email is received by the recipient whether such message is opened at that time.

Any notice given or received by a lawyer for a party to this agreement is deemed to be given or received with the actual or ostensible authority of the lawyer.

The Supplier may at times by notice nominate an address for service of legal proceeding, whether in Australia or in any other place. A nomination binds the

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





parties but nothing prevents the Supplier from making further nomination in place of any earlier nomination.

20.3 A notice given under this agreement shall not be validly given if sent by e-mail.

21. Third party rights

21.1 A person who is not a party to this agreement shall not have any rights under or in connection with it by virtue of the Contracts

21.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

22. No partnership or agency

Except as expressly provided, nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, nor authorise a party to make or enter into any commitments for or on behalf of the other party.

23. Counterparts

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement.

24. Governing law and jurisdiction

24.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Ohio law.

24.2 The parties irrevocably agree that the courts of Ohio shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non- contractual disputes or claims).

This agreement has been entered into on the date stated at the beginning of it.

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





Schedule 1

AriaTM Hip Stem System

RemedyTM Hip Stem system

LogicalTM Hip Cup system

Signature BiPolar Head

Genius Total knee system

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





Schedule 2 Territory

USA.

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





Schedule 3 The Trade Marks

OriginTM, LogicalTM, AriaTM, RemedyTM, GeniusTM

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Schedule 4 Prices

Aria Stem $610

Origin Stem $610

Remedy Stem $610

Logical Cup $450

Logical Liner $210

Metal Head $240

Ceramic Head $340

BiPolar Head $250

PS / CR Femoral Component $550

Insert $340

Tibia Tray $440

Patella $70

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





SIGNED by Signature Orthopaedics Pty Ltd (ACN 106 702 416) In accordance with section 127 of the Corporations Act:

) ) ) ) )

Director/Secretary

Name (please print)

Director

Name (please print)

SIGNED by

CPM Medical LLC

) ) ) ) )

Director/Secretary

Name (please print)

Director

Name (please print)

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019

Output: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?


Input: Consider Input: EXHIBIT 10.1

                          BUSINESS AFFILIATE AGREEMENT

This  Business  Affiliate  Agreement   (Agreement)  dated  January  28,  2005, effective  as of October 15,  2004,  (Effective  Date) is entered  into by and between Dr. George D. Green (the Business Affiliate) and UNION DENTAL CORP., a Florida  corporation  (UDC)  (collectively,  Business Affiliate and UDC may be referred to collectively as the Parties and singularly as a (Party).

                                    RECITALS

     WHEREAS,  the Business  Affiliate  wishes to help further  UDC's mission of Managing  dental  offices,  whereby  Business  Affiliate  and UDC will  exchange confidential information (as defined below):

     NOW THEREFORE,  in consideration of the premises,  covenants and agreements and  the  mutual   promises   herein   made,   and  in   consideration   of  the representations,  warranties, and covenants herein contained, and for other good and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby acknowledged, the Parties hereto agree as follows:

                                    AGREEMENT

     1.  Definitions.  A  Confidential  Information@  shall  mean  any  and  all information  that a Party may reasonably  expect to remain  confidential and not shared with the general public at any time or that information that is protected by law.

     2.  Services.  It is anticipated  that the Business  Affiliate will provide services both for clients of the Business Affiliate and UDC that involve the use and disclosure of Confidential Information (the Services). Except as otherwise specified  herein,  the  Parties  may  make  any  and all  uses of  Confidential Information  necessary to perform the  Services.  Additionally,  the Parties may disclose Confidential  Information for the purposes authorized by this Agreement only (a) to its employees,  subcontractors  and agents,  in accordance with this Agreement,  or (b) as directed by the other Party.  The Parties  expressly agree that any and all uses or disclosures of the Confidential  Information by a Party will be done in accordance  with the terms of this  Agreement and the provisions of all applicable federal and state laws and regulations.

     3.  Responsibilities  of  the  Parties.  With  regard  to  its  use  and/or disclosure  of  Confidential  Information,  each Party  hereby  agrees to do the following:

          a. Use and/or disclose the Confidential  Information only as permitted      or required by this Agreement or as otherwise required by law;

                                        1

          b. Report to the other Party, in writing, any use and/or disclosure of      the  Confidential  Information  that is not  permitted  or required by this      Agreement of which a Party  becomes aware within five (5) days of a Party=s      discovery of such unauthorized use and/or disclosure;

          c.  Use  appropriate  safeguards  to  maintain  the  security  of  the      Confidential  Information and to prevent unauthorized use and/or disclosure      of such Confidential Information;

          d. Require all of its employees,  representatives,  subcontractors  or      agents that receive or use or have access to Confidential Information under      this Agreement to agree in writing to adhere to the same  restrictions  and      conditions on the use and/or  disclosure of Confidential  Information  that      apply  herein,   including   the   obligation  to  return  or  destroy  the      Confidential Information as provided under paragraph g of this Section 3.

          e. Make available,  during normal business hours, at a Party=s offices      all records, books, agreements, policies and procedures relating to the use      and/or  disclosure  of  Confidential  Information  that is  subject to this      Agreement,  to the other  Party  within ten (10) days of a Party's  written      request,  for the purpose of  enabling a Party to verify the other  Party=s      compliance with the terms of this Agreement;

          f. Within  fifteen  (15) days of  receiving a written  request  from a      Party,  provide to the other Party such  information  as is  requested by a      Party to permit the other  Party to  respond  to a request  by the  subject      individual for amendment and accounting  purposes of the disclosures of the      individual=s Confidential Information;

          g.  Return to a Party or  destroy,  as  requested  by a Party,  within      fifteen (15) days of the  termination of this Agreement,  any  Confidential      Information  provided  to such  Party and in its  possession  and retain no      copies or back-up tapes;

          h. Parties agrees to mitigate, to the extent practicable,  any harmful      effect  that is  known to a Party of a use or  disclosure  of  Confidential      Information by a Party in violation of the requirements of this Agreement;

          i. To inform a Party of any  changes  in the form of notice of privacy      practices  that the other  Party  provides to  individuals  and provide the      Party a copy of the notice currently in use; and

          j. To  inform  the Party of any  changes  in, or  withdrawal  of,  the      consent  or  authorization   provided  to  a  Party  by  individuals  whose      Confidential Information may be used and/or disclosed by a Party under this      Agreement.

                                        2

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005





     4. Mutual  Representation and Warranty.  Each Party represents and warrants to the  other  Party  that all of its  employees,  agents,  representatives  and members of its work force,  whose  services  may be used to fulfill  obligations under this  Agreement,  are or shall be  appropriately  informed of the terms of this  Agreement  and are  under  legal  obligation  to  comply  fully  with  all provisions of this Agreement.

     5. Term and Termination.

          a. Term. This Agreement  shall become  effective on the Effective Date      and shall  continue in effect until  either  Party  informs the other Party      with thirty (30) day prior written notice of termination of this Agreement.

          b. Termination.  UDC may immediately  terminate this Agreement without      notice  and any  related  agreement  if it  determines  that  the  Business      Affiliate  has breached a material  provision  of this  Agreement or if the      activities  contemplated under this Agreement will result in a violation of      any federal or state law or if such Services  would,  in the opinion of UDC      and its counsel. Alternatively, UDC may choose to: (i) provide the Business      Affiliate  with ten (10) days written notice of the existence of an alleged      material breach;  and (ii) afford the Business  Affiliate an opportunity to      cure said alleged material breach upon mutually agreeable terms. Failure to      cure in the manner set forth in this paragraph is grounds for the immediate      termination of the Agreement.

          c. Effect of Termination.  Upon termination of this Agreement, for any      reason, each Party hereto shall return to the other Party, or destroy,  all      of such Party's  Confidential  Information  in the  possession of the other      Party.  This provision shall apply to Confidential  Information  that is in      the possession of  subcontractors or agents of each Party. Each Party shall      retain no copies of the Confidential  Information of the other Party except      as may be required by law.

     6. Indemnification.  The Parties hereby covenant and agree to indemnify and hold harmless each other, it's agents and  representatives  from and against any and all losses, costs, expenses, liabilities, claims, demands, judgments and its settlements  of every  nature that are actually  incurred by a Party,  including without limitation reasonable attorney's fees for pre-trial,  trial,  appellate, judgment,  post-judgment,  execution, and alternative dispute resolution,  which arise out of any use or disclosure of Confidential  Information not specifically permitted by this  Agreement  or arise out of the services  rendered by Business Affiliate.  The provisions of this Paragraph 6 shall survive the  termination of this Agreement for whatever reasons whatsoever.

     7. Miscellaneous.

          a.  Survival.  The  respective  rights  and  obligations  of  Business      Affiliate  and UDC under the  provisions  of  Sections  3(g)  [Responsibilities of the Parties] and 3(h)  [Responsibilities of the Parties] and 6      shall survive the termination of this Agreement indefinitely.

                                        3

          b. Amendment. This Agreement may not be modified or amended, except in      writing as agreed to by each Party.

          c. No Third Party  Beneficiaries.  Nothing  express or implied in this      Agreement is intended to confer, nor anything herein shall confer, upon any      person other than the Parties hereto any rights, remedies,  obligations, or      liabilities whatsoever.

          d.  Notices.  All  notices or  communications  required  or  permitted      pursuant  to the terms of this  Agreement  will be in  writing  and will be      delivered in person or by means of certified or  registered  mail,  postage      prepaid, return receipt requested, to such Party at its last known address,      or such other person or address as such Party may specify by similar notice      to the other Party hereto or by telephone  facsimile  with a hard copy sent      by mail on the next  business  day.  All such  notices will be deemed given      upon delivery if delivered by hand, on the third business day after deposit      with the U.S. Postal  Service,  and on the first business day after sending      it by facsimile.

          e. Relationship of the Parties. It is expressly  understood and agreed      that (i) in the performance of Services under this Agreement,  the Business      Affiliate shall at all times act as an independent  contractor with respect      to UDC and not as an employee or agent of UDC and (ii) nothing contained in      this Agreement  shall be construed to create a joint venture,  partnership,      association  or  other  affiliation,  or  like  relationship,  between  the      Parties,  it being  specifically  agreed that the relationship is and shall      remain  that  of  independent   Parties  to  a  contractual   relationship.      Accordingly,  UDC shall  neither have nor exercise any specific  control or      direction over the particular  methods by which Business Affiliate performs      services  required by this  Agreement.  In no event shall  either  Party be      liable  for the debts or  obligations  of the  other,  except as  otherwise      specifically provided in this Agreement. Neither Party shall have any claim      under this Agreement or otherwise against the other Party for vacation pay,      paid  sick  leave,   retirement   benefits,   social   security,   worker=s      compensation, health, disability,  professional malpractice or unemployment      insurance  benefits,  or other employee  benefits of any kind. Based on the      foregoing, (i) Business Affiliate will not be treated as an employee of UDC      for Federal tax  purposes;  (ii) UNION DENTAL  CORP.,  will not withhold on      behalf  of  Business  Affiliate  any  sums  for  income  tax,  unemployment      insurance,  social security or any other withholding pursuant to any law or      requirement of any  government  body, or make available any of the benefits      afforded to employees of UDC (iii) all of such  payments,  withholdings  or      benefits due any governmental agency, if any, are Business Affiliate=s sole      responsibility;  and  (iv)  Business  Affiliate  will  indemnify  and  hold      harmless UDC from any and all loss or liability arising from his failure to      make  such  payments,  withholds  and  benefits,  if any.  In the event the      Internal Revenue Service or any other  governmental  agency should question      or challenge the Business  Affiliate=s  independent  contractor status, the      Parties  hereby agree that both  Business  Affiliate and UDC shall have the      right to participate in any discussions or negotiations

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005





                                        4

     occurring with such agency or agencies,  regardless of with whom or by whom      such discussions or negotiations are initiated.

          f. Business  Affiliate  acknowledges  that the Business  Affiliate has      read,  understood  and accepted the terms and  conditions in UDC's Business      Affiliate manual, the terms and conditions of which are hereby incorporated      into this agreement by reference.

     IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Agreement to be signed as of the date and year first above written.

                                 Business Affiliate

                                 --------------------------------

                                 By: /s/ George D. Green                                  --------------------------------                                  Name: George D. Green                                  --------------------------------

                                 Title:                                  --------------------------------

                                 UNION DENTAL CORP.

                                 By: /s/ George D. Green                                  --------------------------------                                  Name: George D. Green                                  --------------------------------

                                 Title:CEO and President                                  --------------------------------

udc-8ka_ex10baa1.doc

                                                       5

Source: UNION DENTAL HOLDINGS, INC., 8-K/A, 2/4/2005

Output: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?


Input: Consider Input: EXHIBIT 10.18

                             SPONSORSHIP AGREEMENT

This Sponsorship Agreement (Agreement) is entered into as of the 14th day of May, 1999 (Effective Date), by and between Intuit Inc. a Delaware corporation, located at 2550 Garcia Ave., Mountain View, California 94043 (Intuit), and Stamps.com Inc., a Delaware corporation, located at 2900 31st Street, Suite 150, Santa Monica, CA 90405-3035 (Client).

                                   RECITALS

A.   Intuit maintains sites on the Internet at http://www.quicken.com (the      Quicken.com Site) and at http://www.quickbooks.com (the QuickBooks                                 -------------------------      Site), and owns, manages or is authorized to place advertising on the      following affiliated Web sites worldwide http://www.quicken.excite.com                                               -----------------------------      (Excite Money & Investing Site), http://www.quicken.webcrawler.com                                         ---------------------------------      (WebCrawler Money & Investing Site), and http://www.quicken.aol.com                                                 --------------------------      (AOL.com Personal Finance Site) (all such sites, including the      Quicken.com Site and QuickBooks Site, collectively referred to as the      Intuit Sites). Within the Intuit Sites, content is organized into topical      channels (Channels).

B.   Intuit maintains the Quicken'99 software product into which Banner      Advertisements are served (Quicken Software).

C.   Client is engaged in the business of the sale and delivery of electronic      postage at its Web site located at http://www.stamps.com (the Client      Site).

D.   Client wishes to promote its business to users of the Intuit Sites through      promotions and advertising in various portions of the Intuit Sites.

Therefore, the parties agree as follows:

1.   ADDITIONAL DEFINITIONS

1.1  Above-the-Fold means the portion of a page that is designed to be visible      on a standard computer screen with a resolution of 640 pixels by 480 pixels      without requiring the user to scroll horizontally or vertically through the      page.

1.2  Banner Advertisement means advertisements consisting of billboard-like      graphics displayed in a standardized specific location on the Intuit Sites,      which advertisements click-through to the Client Site, or such other      address mutually agreed upon by the parties from time to time.

1.3  Channel Home Page means, with respect to any Channel the introductory or      welcome page for such Channel.

1.4  Client Competitor means any of the entities listed on Exhibit A to this      Agreement, as such list may be amended by mutual agreement by the parties,      provided such entity derives any of its annual gross revenues from the sale      or delivery of electronic postage or postage meters.

1.5  Client Graphic means those mutually agreed upon graphics, artwork, logos,      descriptions and other material provided by Client for use on the Intuit      Sites.

1.6  Impression is generated where a User's browser software requests a file      via the World Wide Web service of the Internet, where such file contains a      Banner Advertisement or Link.

                                       1

1.7  Launch Date means [***]                           ---

1.8  Link means a hypertext text and/or graphic link from the Intuit Sites to      the Client's Site.

1.9  Net Transaction Revenues means the aggregate amount of transaction fees      received by Client during the Term from a New Customer for the purchase of      U.S. postage from Client by such New Customer, less amounts attributable to      taxes, shipping, returns, bad debt, handling, credit card charges and      similar charges (collectively, Deductions).  Notwithstanding the      foregoing, such Deductions, with the exception of credit card charges,      shall not exceed an aggregate of [***] of such transaction fees.                                        ---

1.10 New Customer means a User who (a) registers for Client's service using a      unique credit card number, electronic mail address or name not previously      received by Client, and (b) purchases U.S. postage from Client's service.

1.11 Sponsor Client Graphic means a Client Graphic which indicates Client as      a Sponsor with respect to the sale or delivery of electronic postage,





     which graphics click-through to the Client Site, or such other address      mutually agreed upon by the parties from time to time.

1.12 User means any person or entity that accesses one or more pages on the      Intuit Sites and is transported via the World Wide Web from the Intuit Site      to the Client's Site.

2.   SMALL BUSINESS CHANNEL PROMOTION

2.1  Promotions. Commencing on the Launch Date and continuing throughout the      ----------      Term, Intuit shall promote Client on the Small Business Channel of the      Quicken.com Site, Excite Money & Investing Site and WebCrawler Money &      Investing Site as follows:

     2.1.1  A Sponsor Client Graphic consisting of 160x40 pixels shall be             rotated amongst the following pages (or their successor pages, if             any): (1) Starting a Business page, (2) Managing your Business             page, (3) Marketing page, (4) Legal Issues page, and (5) Taxes             & Accounting page. Each such Sponsor Client Graphic shall be Above             the Fold.

     2.1.2  A Sponsor Client Graphic of 88x31 pixels to be found at the bottom             of each page where a sponsorship strip exists.

     2.1.3  A text Link to be located Above-the-Fold in a text sponsor bar on             the Small Business Channel home page of the Quicken.com Site,             Excite Money & Investing Site and WebCrawler Money & Investing Site.

     2.1.4  A text Link on the Products & Promos area of the Small Business             Channel Home Page of the Quicken.com Site, Excite Money & Investing             Site and WebCrawler Money & Investing Site.

     2.1.5  A Sponsor Client Graphic consisting of a minimum number of pixels             mutually agreed upon by the parties, will appear on the Small             Business Mailing/Shipping, OnLine Postage page in the Small             Business Channel, when such page is made publicly available on the             applicable Intuit Sites. Such graphic shall be displayed in a             position mutually agreed upon by the parties.

2.2  Email Promotions. Intuit will place a Sponsor Client Graphic consisting of      ----------------      a minimum of 234x60 pixels, with a mutually agreed upon text in two (2)      mutually agreed upon, small business email newsletters sent by Intuit, to      all its registered small business users who have elected to receive such      newsletter (Small Business Newsletters).  Client shall be the only      sponsor in each Small Business Newsletter.  For the avoidance of doubt, it      is understood that the Small Business Newsletters shall not contain      advertisements

- -----------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       2

     (excluding any editorial content or directory listings which include third      parties that are not Client Competitors) for any entity, other than Client.

2.3  Additional Banner Advertisements. Commencing on the Launch Date and      --------------------------------      continuing throughout the Term, Intuit will include on the Quicken.com      Site, Banner Advertisements consisting of 468x60 pixels.

2.4  Total Small Business Impressions. Intuit estimates but does not guarantee      --------------------------------      to deliver [***] Impressions of Client's Banner Advertisements, Client                  ---      Graphics and Links described in this Section 2 during the entire Term of      this Agreement. Intuit acknowledges it is Client's preference to have      Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

3.   [***] PROMOTION       ---

3.1  Promotions. Commencing on the day after the date on which the [***]      ----------                                                     ---      available and continuing throughout the Term, Intuit shall promote Client      on the [***] of the Quicken.com Site, Excite Money & Investing Site,              ---      WebCrawler Money & Investing Site, and AOL.com Personal Finance Site as      follows:

     3.1.1  A Sponsor Client Graphic of a pixel size mutually agreed upon by the             parties, shall be rotated throughout the Features and Deals area.             Each such Sponsor Client Graphic shall be Above the Fold.





     3.1.2  A Sponsor Client Graphic of 88x31 pixels to be found at the bottom             of each page where a sponsorship strip exists.

3.2  Additional Banner Advertisements. Commencing on the Launch Date and      --------------------------------      continuing throughout the Term, Intuit will include on the Quicken.com      Site, Excite Money & Investing Site, WebCrawler Money & Investing Site, and      AOL.com Personal Finance Site, Banner Advertisements consisting of 468x60      pixels.

3.3  Total [***] Impressions. Intuit estimates but does not guarantee to deliver      -----------------------      [***] Impressions of Client's Banner Advertisements and Client Graphics       ---      described in this Section 3 during the entire Term of this Agreement.      Intuit acknowledges it is Client's preference to have Intuit deliver such      Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

4.   QUICKEN.COM SITE HOME PAGE PROMOTION

4.1  Promotions. Commencing on the Launch Date and continuing for a period of      ----------      six (6) months throughout the Term, as mutually agreed by the parties,      Intuit shall promote Client on the Quicken.com Site home page, with a      Sponsor Client Graphic of 88x31 pixels to be found at the bottom of such      home page.

4.2  Total Impressions. Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Client's Sponsor Graphics described in this Section 4 during      the period agreed upon by the parties.  If Intuit fails to deliver

- --------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       3

     such Impressions during the agreed upon time period, Intuit agrees to run      such promotions in equivalent areas and placement, as mutually agreed upon      by the parties until such Impressions have been delivered.

5.   QUOTES PLUS TAB EXCITE MONEY & INVESTING SITE PROMOTION

5.1  Promotions. Commencing on the Launch Date and continuing for a period of      ----------      six (6) months throughout the Term, as mutually agreed by the parties,      Intuit shall promote Client on the Quotes Plus tab within the      Investment Channel of the Excite Money & Investing Site with a Sponsor      Client Graphic of 160x40 pixels will be included Above the Fold at each of      the following Quotes Plus page tabs: (1) Insider Trading, (2)      Comparison, (3) Company Profile, (4) Broker Research, (5) Analysts,      and (6) Alerts.

5.2  Total Impressions. Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Client's Sponsor Graphics described in this Section 5 during      the period agreed upon by the parties. If Intuit fails to deliver such      Impressions during the agreed upon time period, Intuit agrees to run such      promotions in equivalent areas and placement, as mutually agreed upon by      the parties until such Impressions have been delivered.

6.   QUICKBOOKS SITE PROMOTION

6.1  Banner Advertisements. Commencing on the Launch Date and continuing      ---------------------      throughout the Term, Intuit will include Banner Advertisements consisting      of 468x60 pixels on the QuickBooks Site.

6.2  Total Impressions: Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Banner Advertisements described in this Section 6 during the      Term of this Agreement. Intuit acknowledges it is Client's preference to      have Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

7.   QUICKEN SOFTWARE PROMOTION





7.1  Banner Advertisements. Commencing on the Launch Date and continuing      ---------------------      throughout the Term, Intuit will serve Banner Advertisements consisting of      468x60 pixels into the Quicken Software.

7.2  Total Impressions: Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Banner Advertisements described in this Section 7 during the      Term of this Agreement. Intuit acknowledges it is Client's preference to      have Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

8.   LAUNCH DATE, RESPONSIBILITY FOR INTUIT SITES AND REPORTING

8.1  Client Obligations.  Client will use reasonable efforts to assist Intuit in      ------------------      implementing the promotional placements and advertising described in the      Agreement.  The parties recognize that the Launch Date can be met only if      Client provides final versions of all Client Graphics, text, Banner      Advertisements and other promotional media and valid URL links necessary to      implement the promotional placements and

- ------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       4

     advertising described in this Agreement (collectively, Impression      Material) to Intuit at least ten (10) days prior to the Launch Date.

8.2  Untimely Delivery Options. In the event that Client fails to provide the      -------------------------      Impression Material to Intuit at least ten (10) days in advance of the      Launch Date, Intuit may, at its sole discretion (i) reschedule the Launch      Date to the earliest practicable date according to the availability of      Intuit's engineering resources after delivery of the complete Impression      Material or (ii) commence delivery of Impressions based on Impression      Material in Intuit's possession at the time and/or reasonable placeholders      created by Intuit.

8.3  Intuit Sites.  Intuit will have sole responsibility for providing, hosting      ------------      and maintaining, at its expense, the Intuit Sites.  Subject to the terms      and conditions set forth herein, including without limitation, the      obligations of Intuit set forth in Sections 2-7, Intuit will have sole      control over the look and feel of the Intuit Sites including, but not      limited to, the display, appearance and placement of the parties'      respective names and/or brands and the promotional links.  Notwithstanding      the above, Client acknowledges that the Banner Advertisements may be served      by a third party authorized by Intuit (Authorized Advertisement Server)

8.4  Reports. Intuit or its Authorized Advertisement Server will provide Client      -------      with monthly reports (Usage Reports) substantiating the number of      Impressions of Client's Banner Advertisements, Client Graphics, Sponsor      Client Graphics and Links displayed on the Intuit Sites, the total number      of click-throughs generated by each such advertisement or graphic, and such      other information as the parties shall mutually agree.

8.5  Records/Audit. Intuit will maintain accurate records with respect to the      -------------      calculation of Impressions delivered pursuant to this Agreement. Client      may, upon no less than thirty (30) days prior written notice to Intuit,      cause an independent Certified Public Accountant to inspect all relevant      records of Intuit upon which the calculation of Impressions under the Usage      Reports are based during Client's normal business hours. The fees charged      by such Certified Public Accountant in connection with the inspection will      be paid by Client unless the number of Impressions are determined to have      been less than ninety-five percent (95%) of the Impressions due to Client,      in which case Client will be responsible for the payment of the reasonable      fees for such inspection.   In addition, if the audit reveals such      shortfall in the number of Impressions generated, Intuit shall continue to      display Client's Banner Advertisements, Client Graphics, Sponsor Client      Graphics and Links on the Intuit Sites as set forth herein.  The audit      rights set forth herein shall continue for one (1) year following the      termination of this Agreement for any reason.  No such audit may occur more      than once a year during the Term.

9.   EXCLUSIVITY

     Throughout the Term Intuit will not place, and will not allow any party      acting on its behalf to place, any graphic, link or other form of      advertising or media on any page of the Quicken.com Site and/or on any page      on the AOL.com Personal Finance Site (other than the Channel Home Page),      which markets or promotes any electronic postage product, postage meter





     and/or service (Postage Products) offered by a Client Competitor.      Notwithstanding the above, Intuit may include editorial content or tools      about or from a Client Competitor and include Client Competitors in      directory listings.

10.  FEES

10.1 Sponsorship, Advertising and Exclusivity Fees.  Client will pay Intuit       ---------------------------------------------      sponsorship and advertising fees of $2,644,010 and an exclusivity fee of      $661,003.  Such fees shall be paid to Intuit as follows.  An initial fee of      $[***] shall be due and payable on the Effective Date.  The remaining        ---      balance of $[***] shall be paid to Intuit in 12 equal monthly installments                   ---      of [***]. Each monthly installment should be payable in advance and due no          ---      later than the fifth (5th) of the month.

- -------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       5

10.2 Transaction Fees.  Separate and apart from the fees in Subsection 10.1      above, at such time as Client has acquired [***] New Customers (the                                                  ---      Minimum Customer Number) Client will pay Intuit [***] of the Net                                                         ---      Transaction Revenues it receives from each New Customer acquired by Client      above the Minimum Customer Number (Transaction Fee).  Within fifteen (15)      days after the end of each month, Client will provide a monthly report (the      Transaction Fee Report) to Intuit. The Transaction Fee Report will report      the Net Transaction Revenue and Transaction Fees for such month. All      Transaction Fees due per the Transaction Fee Report will be paid with the      submission of such Report.

10.3 Records/Audit.  Client will maintain accurate records with respect to the      -------------      calculation of all Transaction Fees due under this Agreement.  Intuit may,      upon no less than thirty (30) days prior written notice to Client, cause an      independent Certified Public Accountant to inspect all relevant records of      Client upon which the calculation of such payments are based during      Client's normal business hours.  The fees charged by such Certified Public      Accountant in connection with the inspection will be paid by Intuit unless      the payments made to Intuit are determined to have been less than ninety-      five percent (95%) of the payments actually owed to Intuit, in which case      Client will be responsible for the payment of the reasonable fees for such      inspection. In addition, Client shall immediately remit payment to Intuit      for the full amount of any disclosed shortfalls.  The audit rights set      forth herein shall continue for one (1) year following the termination of      this Agreement for any reason. No such audit may occur more than once a      year during the Term.

10.4 Cost and Expenses.  Unless otherwise provided in this Agreement, each       ------------------      party shall bear its own costs and expenses in connection with its      activities performed under this Agreement.

11.  PUBLICITY

     Unless required by law, neither party will make any public statement, press      release or other announcement relating to the terms of or existence of this      Agreement without the prior written approval of the other.  Notwithstanding      the foregoing, the parties agree to issue a mutually acceptable initial      press release regarding the relationship between Intuit and Client, within      thirty (30) days of the Effective Date unless agreed otherwise by the      parties.

12.  TERM AND TERMINATION

12.1 Term. Unless otherwise terminated as specified in this Section 12, the      ----      term of this Agreement shall begin on the Effective Date and will not end      until the later of (a) twelve (12) months from the Launch Date; or (2) the      date Intuit displays a total of 176,717,916 Impressions in accordance with      the terms set forth herein (Term).

12.2 Termination. Either party may terminate this Agreement if the other party      -----------      materially breaches a material obligation hereunder and such breach remains      uncured for thirty (30) days following the notice to the breaching party of      the breach and the notifying party's intention to terminate.  All      undisputed payments that have accrued prior to the termination or      expiration of this Agreement for any reason will be payable in full within      thirty (30) days thereof.  In addition, upon the termination of this      Agreement by Client for any reason, a pro-rata amount of the Monthly      Payment Fee shall be refunded to Client calculated as follows: the Monthly      Payment Fee less the cost of the Impressions displayed for such month as of      the effective date of the termination, calculated on an average CPM basis.

12.3 Survival.  The provisions of Section 6.5, Section 10.3, Section 12.3,      --------





     Section 13.1, Section 14, Section 15, Section 16, Section 17, and Section      18 will survive any termination or expiration of this Agreement.

- ---------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       6

12.4 Renewal.  If Intuit elects to provide advertising, sponsorship or other      -------      promotional space on all or any portion of the Intuit Sites for a Client      Competitor, Intuit agrees to negotiate with Client in good faith regarding      such promotional opportunity.  In the event the parties fail to reach      agreement within ten (10) business days following the commencement of such      good faith negotiations (or such later date as the parties may agree to),      Intuit may offer the opportunity to any third party on terms and conditions      no less favorable then those offered to Client.

13.  TRADEMARK OWNERSHIP AND LICENSE

13.1 Ownership. Client will retain all right, title and interest in and to its      ---------      trademarks, service marks and trade names worldwide, subject to the limited      license granted to Intuit hereunder.  Intuit will retain all right, title      and interest in and to its trademarks, service marks and trade names      worldwide, subject to the limited license granted to Client hereunder.

13.2 License. Each party hereby grants to the other a non-exclusive, limited      -------      license to use its trademarks, service marks or trade names only as      specifically described in this Agreement.  All such use shall be in      accordance with each party's reasonable policies regarding advertising and      trademark usage as shall be established or changed from time to time in      each party's sole discretion.  Upon the expiration or termination of this      Agreement, each party will cease using the trademarks, service marks and/or      trade names of the other except as the parties may agree in writing or to      the extent permitted by applicable law.

14.  CONTENT OWNERSHIP

     Client will retain all right, title and interest in and to the Client Site      worldwide including, but not limited to, ownership of all copyrights, look      and feel and other intellectual property rights therein.  Intuit will      retain all right, title, and interest in and to the Intuit Sites worldwide      including, but not limited to, ownership of all copyrights, look and feel      and other intellectual property rights therein.

15.  CONFIDENTIALITY AND USER DATA

15.1 Definition. For the purposes of this Agreement, Confidential Information      ----------      means this Agreement, and all information about the disclosing party's (or      its suppliers') business or activities that is proprietary and      confidential, which shall include all business, financial, technical and      other information of a party marked or designated by such party as      confidential or proprietary at the time of disclosure.  In addition, the      Usage Reports are considered to be confidential to Intuit.

15.2 Exclusions. Confidential Information will not include information that (i)      ----------      is in or enters the public domain without breach of this Agreement, (ii)      the receiving party lawfully receives from a third party without      restriction on disclosure and without breach of a nondisclosure obligation,      (iii) the receiving party rightfully knew prior to receiving such      information from the disclosing party or (iv) the receiving party develops      independent of any information originating from the disclosing party.

15.3 Restrictions. Each party agrees (i) that it will not disclose to any third      ------------      party or use any Confidential Information disclosed to it by the other      except as expressly permitted in this Agreement and (ii) that it will take      all reasonable measures to maintain the confidentiality of all Confidential      Information of the other party in its possession or control, which will in      no event be less than the measures it uses to maintain the confidentiality      of its own information of similar importance.

15.4 User Data.  All information and data provided to Intuit by users of the      ---------      Intuit Sites or otherwise collected by Intuit relating to user activity on      the Intuit Sites shall be retained by and owned solely by Intuit.  All      information and data provided to Client by users of the Client Site or      otherwise collected by Client relating to user activity on the Client Site      shall be retained by and owned solely by Client.  Each party agrees to      usesuch information only as authorized by the user and shall not disclose,      sell, license, or otherwise transfer any such information to any third      party (except as required by law) or use the user information for the      transmission of junk mail, spam, or any other unsolicited mass      distribution of information.

                                       7

15.5 Limitations. Notwithstanding the foregoing, each party may disclose





     -----------      Confidential Information (i) to the extent required by a court of competent      jurisdiction or other governmental authority or otherwise as required by      law or (ii) on a need-to-know basis under an obligation of      confidentiality to its legal counsel, accountants, banks and other      financing sources and their advisors.

16.  WARRANTY/INDEMNITY/DISCLAIMER OF WARRANTIES

16.1 By Client. Client represents and warrants that (i) it has full power and      ---------      authority to enter into this Agreement; (ii) entering into and performance      of this Agreement by Client does not violate, conflict with, or result in a      material default under any other contract or agreement to which Client is a      party, or by which it is bound; and (iii) it has the right to make      available the services on the Client Site.

16.2 By Intuit.  Intuit represents and warrants that (i) it has full power and      ---------      authority to enter into this Agreement; (ii) entering into and performance      of this Agreement by Intuit does not violate, conflict with, or result in a      material default under any other contract or agreement to which Intuit is a      party, or by which it is bound; and (iii) it has the right to make      available on the Intuit Sites the Banner Advertisements, Sponsor Client      Graphics, Links and other advertisements placed hereunder.

16.3 By Client.  Client will defend and/or settle any third party claim brought      ---------      against Intuit, its affiliates, officers, directors, employees, consultants      and agents arising from:  (1) a breach of Client's representations or      warranties under Section 16.1; (2) any claim that Client's Impression      Materials infringe or violate any third party's copyright, U.S. patent,      trade secret, any patent outside of the US which Client has knowledge of,      or trademark; or (3) content provided by Client for the Client Site or the      products and services of Client offered on the Client Site, and will pay      resulting costs, damages and reasonable attorneys' fees finally awarded,      provided that Intuit promptly notified Client in writing of any and all      such claims.  Client has sole control of the defense and all related      settlement negotiations and Intuit reasonably cooperates with Client with      the defense and/or settlement thereof, at Client's expense.      Notwithstanding the foregoing, Client shall not, without Intuit's prior      written consent (which consent shall not be unreasonably withheld or      delayed), make any such settlement that imposes any obligation, financial      or otherwise, upon Intuit.  Intuit may not settle or compromise such claim,      action or allegation, except with the prior written consent of Client.      Intuit may have its own counsel in attendance at all proceedings and      substantive negotiations relating to such claim, action or allegation, at      Intuit's cost and expense.

16.4 By Intuit.  Intuit will defend and and/or settle any third party claim      ---------      brought against Client, its affiliates, officers, directors employees,      consultants and agents arising from (1) a breach of Intuit's      representations or warranties under Section 16.2; or (2) any claim arising      from the Intuit Sites other than content or services provided by Client,      and will pay resulting costs, damages and reasonable attorneys' fees      finally awarded, provided that Client promptly notifies Intuit in writing      of any and all such claims.  Intuit has sole control of the defense and all      related settlement negotiations, and Client reasonably cooperates with      Intuit with the defense and/or settlement thereof at Intuit's expense.      Notwithstanding the foregoing, Intuit shall not, without Client's prior      written consent (which consent shall not be unreasonably withheld or      delayed), make any such settlement that imposes any obligations, financial      or otherwise, upon Client.  Client may not settle or compromise such claim,      action or allegation, except with the prior written consent of Intuit.      Client may have its own counsel in attendance at all proceedings and      substantive negotiations relating to such claim, action or allegation, at      Client's costs and expense.

16.5 DISCLAIMER. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY      ----------      WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY      DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT      LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A      PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

17.  LIMITATION OF LIABILITY

     EXCEPT UNDER SECTIONS 15 AND 16, IN NO EVENT WILL EITHER PARTY BE LIABLE TO      THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER

                                       8

     BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,      WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH      DAMAGE.  THE LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES      HEREUNDER (EXCEPT UNDER SECTIONS 15 AND 16), WHETHER IN CONTRACT, TORT OR      ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS TO      BE PAID BY CLIENT TO INTUIT HEREUNDER.

18.  GENERAL

18.1 Assignment.  Neither party may assign this Agreement, in whole or in part,      ----------      without the other party's written consent (which will not be unreasonably





     withheld or delayed); provided however, that either party may assign its      rights and obligations hereunder in the event of a sale of all, or      substantially all of such party's assets related to this Agreement, whether      by merger, reorganization, operation of law or otherwise, or (2) either      party's assignment and/or delegation of its rights and responsibilities      hereunder to a wholly-owned subsidiary or joint venture in which the      assigning party holds an interest.  Any attempt to assign this Agreement      other than as permitted above will be null and void.  Subject to the      foregoing, this Agreement shall be binding upon and shall inure to the      benefit of both parties, their successors and permitted assigns.

18.2 Applicable Law and Jurisdiction.  This Agreement and the performance of      -------------------------------      the parties under this Agreement shall be governed by and construed in      accordance with the laws of the State of California, U.S.A., except that      body of law concerning conflicts of laws.  In any action relating to the      parties, the parties consent to jurisdiction in a state or federal court in      Santa Clara County, California.

18.3 Notice. Unless otherwise stated, all notices required under this Agreement      ------      shall be in writing and shall be considered given (i) when delivered      personally, (ii) within five (5) days of mailing, certified mail, return      receipt requested and postage prepaid (iii) one (1) day after deposit with      a commercial overnight carrier, or (iv) when delivered by facsimile      transmission.  All communications will be addressed as follows (unless      changed by notice):

          To Client:               Stamps.com                                    2900 31st Street, Suite 150                                    Santa Monica, CA 90405-3035                                    Attn: Vice President, Business Development

                                       9

          To Intuit:               If hand delivered or faxed:                                    --------------------------                                    Intuit Inc.                                    2535 Garcia Avenue MS 2550                                    Mountain View, California  94043                                    Attn:  General Counsel                                    Phone:  650.944.6000                                    Fax:  650.944.5656

                                   If mailed:                                    ---------                                    Intuit Inc.                                    P.O. Box 7850 MS 2550                                    Mountain View, CA  94039-7850                                    Attn:  General Counsel

18.4 No Agency.  The parties are independent contractors and will have no power      ---------      or authority to assume or create any obligation or responsibility on behalf      of each other.  This Agreement will not be construed to create or imply any      partnership, agency or joint venture.

18.5 Force Majeure.  Any delay in or failure of performance by either party      -------------      under this Agreement will not be considered a breach of this Agreement and      will be excused to the extent caused by any occurrence beyond the      reasonable control of such party including, but not limited to, acts of      God, power outages, failures of the Internet, and Client's failure to      obtain any necessary governmental approval required in connection with the      performance of its obligations hereunder.

18.6 Severability.  In the event that any of the provisions of this Agreement      ------------      are held to be unenforceable by a court or arbitrator, the remaining      portions of the Agreement will remain in full force and effect.

18.7 Entire Agreement.  This Agreement is the complete and exclusive agreement      ----------------      between the parties with respect to the subject matter hereof, superseding      any prior agreements and communications (both written and oral) regarding      such subject matter.  This Agreement may only be modified, or any rights      under it waived, by a written document executed by both parties.

18.8 Counterparts.  This Agreement may be executed in counterparts, each of      ------------      which will serve to evidence the parties' binding agreement.

Client:  Stamps.com Inc.                 Intuit Inc.          ---------------

By:     __________________________       By:    _______________________

Name:   __________________________       Name:  _______________________

Title:  __________________________       Title: _______________________

Date:   __________________________       Date:  _______________________





                                       10

                                   EXHIBIT A

                              CLIENT COMPETITORS

E-Stamp

Pitney Bowes

Neopost

United States Postal Service Francotype Postalia Ascom

The parties shall meet on a quarterly basis to determine what, if any, changes shall be made to the Client Competitor list. Notwithstanding the above, in the event a Client Competitor is acquired by a third party which is involved in the sales and/or marketing of goods and services outside of electronic postage products, postage meters and/or postage services (Non Postage Products), Intuit shall be restricted from promoting the Postage Products of such entity but shall not be restricted from marketing and/or promoting the Non Postage Products of such entity.

                                       11


Output: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.