In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
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Question: CONTENT LICENSE AGREEMENT



THIS AGREEMENT is made as of this 2nd day of June, 2008 by and among Digicorp, Inc., a corporation organized under the laws of the State of Delaware, United States of America with offices at 4143 Glencoe Avenue, Unit B, Marina Del Rey, California 90291, U.S.A. (COMPANY) and New China Media LLC, a Florida limited liability company (a/k/a New China Media Limited) with offices at 400 Alton Road, Penthouse 7, Miami Beach, Florida 33139 (NCM); YGP, LLC, a Florida limited liability company with offices at 4000 Hollywood Blvd, Suite 485 South, Hollywood, Florida, 33021 (YGP) and TWK Holdings, LLC with offices at Room 4301, 43/F, Jardine House , One Connaught Place, Central, Hong Kong (TWK) (NCM, YGP and TWK shall be individually and collectively referred to as CONTENT PROVIDER) (COMPANY and CONTENT PROVIDER are hereinafter sometimes collectively referred to as the Parties).



                W I T N E S S E T H:

  WHEREAS, COMPANY intends to build and maintain web sites based in the People's Republic of China which will include content provided to COMPANY by third parties for the purpose of providing information to users of the web site, and providing access to the products and/or services of such third parties;





WHEREAS, CONTENT PROVIDER has acquired from one or more third parties (individually a Licensor and collectively the Licensors) the right to distribute by means of the internet certain content described more fully in the attached Exhibit A (the Current Content) and intends to acquire from Licensors in the future the right to distribute by means of the internet additional content (the Future Content) (the Current Content and the Future Content are hereinafter sometimes collectively referred to as the Content); and,





  WHEREAS, COMPANY and CONTENT PROVIDER wish to distribute the Content through the web sitesreferred to above.



  NOW, THEREFORE, in consideration of the promises and the mutual covenants of this Agreement, the partieshereto agree as follows:



  1. LICENSE



A. Subject to the terms and conditions of this Agreement, CONTENT PROVIDER hereby grants and assigns by means of present assignment to COMPANY and COMPANY hereby assumes for the Term of this Agreement (as set forth in paragraph 8, below), CONTENT PROVIDER'S rights and obligations regarding the Content from Licensors as set forth in Exhibit A with respect to the right and license for the territory of the People Republic of China to use, reproduce, distribute, transmit and publicly display the Current Content and the Future Content by means of the internet in accordance with Exhibit A and this Agreement. In this regard, it is specifically understood and agreed that CONTENT PROVIDER will not during the Term of this Agreement take any action to exploit or otherwise use, reproduce, distribute, transmit and publicly display any of the Content via the internet to Universities and College students in the People's Republic of China except for the benefit of the COMPANY.







B. CONTENT PROVIDER further grants to COMPANY (i) the right to sublicense the Content to COMPANY'S wholly-owned subsidiaries or to joint ventures in which COMPANY participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the Content in accordance with this Agreement; and, (ii) the right, in COMPANY'S discretion, to use and exploit the Content at one or more other web sites in addition to or in lieu of the web sites referred to in the recital above (the web sites referred to above and any other web sites in addition to or in lieu thereof where COMPANY, its subsidiaries or joint ventures in which it might participate might use or exploit the Content are hereinafter collectively referred to as the Web site).



Source: MIDWEST ENERGY EMISSIONS CORP., 8-K, 6/4/2008





                2. CONSIDERATION



A. In consideration for the license of rights granted hereunder in the Current Content, COMPANY hereby agrees to issue to YGP 16,200 shares of its Series A Convertible Preferred Stock for which YGP will pay COMPANY the sum of $1.00 per share or $16,200 in the aggregate; NCM 3,000 of its Series A Convertible Preferred Stock for which NCM will pay COMPANY the sum of $1.00 per share or $3,000 in the aggregate and TWK 12,000 of its Series A Convertible Preferred Stock for which TWK will pay COMPANY the sum of $1.00 per share or $12,000 in the aggregate. Prior to the execution hereof, CONTENT PROVIDER has been furnished with a copy of the Certificate of Designation for the Series A Convertible Preferred Stock and is fully familiar with the terms and conditions thereof.







B. In addition to the foregoing, and subject to the terms and conditions of the applicable content agreement with such Licensor, COMPANY agrees to pay directly to each Licensor from whom CONTENT PROVIDER might obtain Content which CONTENT PROVIDER licenses to COMPANY pursuant hereto a royalty equal to that royalty which CONTENT PROVIDER might be obligated to pay to that Licensor with respect to the use and exploitation of that Content in the manner licensed to and actually used by COMPANY pursuant hereto provided, however, unless the Parties might agree in writing to the contrary, in no event will COMPANY be obligated to pay such Licensor for the use of such Content more than fifty percent (50.0%) of all revenues generated during the Term of this Agreement from banner advertising that appears on Web site pages that display that Content or any portion thereof and with respect to which at least a majority of the content (excluding advertisements) on such pages is composed of the Content (the Net Advertising Revenue).







C. Subject to the terms and conditions of the applicable content agreement with such Licensor, the Net Advertising Revenue shall be calculated on a quarterly calendar basis (the Net Advertising Revenue Period) and shall be payable no later than sixty (60) days after the termination of the preceding full quarter-annual period, i.e., commencing on the first (1st) day of January, April, July and October except that the first and last calendar periods may be short, depending on the effective date of this Agreement.







D. For each Net Advertising Revenue Period, COMPANY shall provide the Licensor of such Content with a written statement of account setting out the actual number of visits to the Web Site during the applicable Net Advertising Revenue Period. Such statement shall be furnished to the Licensor of such Content regardless of whether any visits to the Web site were made during the applicable period.





    E. COMPANY'S obligation for the payment of the Net Advertising Revenue shall survive expiration or termination of this Agreement and will continue for as long as COMPANY continues to use the Content.





F. For the avoidance of doubt or confusion, the sole consideration paid or payable to CONTENT PROVIDER pursuant to this Agreement is that provided for in paragraph 2A hereof and in no event will CONTENT PROVIDER be entitled to receive any participation in any of the revenues which COMPANY might derive from the Content.



                3. CONTENT PROVIDER'S RESPONSIBILITIES

    A. CONTENT PROVIDER will provide to COMPANY the Content, which will comply with thedescription attached hereto as Exhibit A.



    B. CONTENT PROVIDER will have sole responsibility for providing, at its expense, the Content to COMPANY. CONTENT PROVIDER and COMPANY will determine mutually agreeable methods for the transmission and incorporation of updates to the Content.



Source: MIDWEST ENERGY EMISSIONS CORP., 8-K, 6/4/2008





  4. RIGHTS OF COMPANY



A. Subject to the terms and conditions of the applicable content agreement with such Licensor, COMPANY may incorporate the Content into certain pages in the Web Site (the Content Pages) and reasonable excerpts or portions of the Content may be incorporated into the Web site at COMPANY'S discretion.





    B. COMPANY shall have sole control over the content, composition, and look and feel of the Web site, and will have sole responsibility for providing, hosting and maintaining, at its own expense, the Web site.

                5. RIGHTS OF CONTENT PROVIDER

    A. Subject to the terms and conditions of the applicable content agreement with such Licensor, CONTENT PROVIDER will have sole control and responsibility over the data and information contained in the Content.





B. CONTENT PROVIDER will not alter the Content without COMPANY'S prior written consent; provided, however, that, subject to the terms and conditions of the applicable content agreement with such Licensor,CONTENT PROVIDER may promptly and without prior consent of COMPANY make any changes in the Content to correct errors and the like, or to remove any defamatory materials or any other materials that CONTENT PROVIDER can demonstrate are offensive to a reasonable number of users of the Web site.



                6. RECORD INSPECTION, AUDIT AND INCONTESTABILITY PERIOD



A. COMPANY will maintain accurate books and records with respect to the calculation of all payments due under this Agreement. The Licensors shall have the right, upon reasonable notice, to inspect COMPANY'S books and records and all other documents and material in COMPANY'S possession or control with respect to the Content each has or might license to CONTENT PROVIDER which becomes the subject matter of this Agreement (and only with respect to Content each has or might license to CONTENT PROVIDER which become the subject matter hereof).





    B. All books and records relative to COMPANY'S obligations to a particular Licensor hereunder shall be maintained and made accessible to that Licensor for inspection at a location in Los Angeles, California for at least twelve (12) months after termination of this Agreement.





C. Each report rendered by COMPANY to a Licensor hereunder shall become final and incontestable twelve (12) months following the date COMPANY might render same to that Licensor unless prior to the expiration of that twelve (12) month period that Licensor provides COMPANY with a detailed written objection thereto.



                7. OWNERSHIP



A. CONTENT PROVIDER, LICENSORS or either of them, as appropriate, shall retain all worldwide rights, title and interest in and to the Content (including, but not limited to, ownership of all copyrights and other intellectual property rights therein), as well as all right, title and interest in and to their and each of their trademarks, service marks and trade names, worldwide, including any goodwill associated therewith, subject to the limited license granted to COMPANY hereunder.







B. COMPANY will retain all worldwide rights, title, and interest in and to the Web Site (including, but not limited to, ownership of all copyrights, trademarks, look and feel and other intellectual property rights therein), as well as all right, title and interest in and to its trademarks, service marks and trade names worldwide, including any goodwill associated therewith, subject to the limited license granted

Source: MIDWEST ENERGY EMISSIONS CORP., 8-K, 6/4/2008





to  CONTENT PROVIDER hereunder. Any use of any such trademarks by CONTENT PROVIDER shall inure to the benefit of COMPANY and CONTENT PROVIDER shall take no action that is inconsistent with COMPANY'S ownership thereof.



C. Each party hereby grants to the other a non-exclusive, limited royalty-free 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 established from time to time.



                8. TERM



A. This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the date of execution by both Parties and shall extend for an initial term of two (2) years. This Agreement shall be automatically renewed for additional extended terms each of two (2) years duration unless either party notifies the other in writing of its intention not to renew the Agreement, such notification to be provided at least ninety (90) days prior to the expiration of the then in-effect term. The initial two (2) year term as it might be extended herein is referred to herein as the Term.







B. Notwithstanding anything in the foregoing paragraph to the contrary, with respect to each item of Current Content or Future Content the Term during which COMPANY may use and exploit same shall commence on the date hereof and continue for that period of time which is the longer of: (i) two (2) years following the date on which CONTENT PROVIDER might make full delivery of such Content to COMPANY; and (ii) the duration of the term of the license concerning that Content between CONTENT PROVIDER and its Licensor thereof.



                9. TERMINATION

    A. This Agreement may be terminated by either party upon thirty (30) days written notice to the other in the event of a breach of a material provision hereof unless, during that thirty (30) day period, the party receiving the notice cures the breach.



    B. COMPANY may, in its unfettered discretion, terminate this Agreement at any time after first givingCONTENT PROVIDER ten (10) days advance notice thereof.

                10. EFFECT OF TERMINATION

    A. The termination or expiration of this Agreement will in no way affect COMPANY'S obligation to render reports or pay sums shown as owing thereon for periods of time prior to the termination or expiration of this Agreement;.



    B. The warranties, representations and indemnity obligations of this Agreement will survive terminationor expiration of this Agreement.

                11. CONFIDENTIALITY

    A. Confidential Information shall mean any confidential technical data, trade secret, know-how or other confidential information disclosed by any party hereunder in writing, orally, by drawing or otherwise.

              B. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the

Source: MIDWEST ENERGY EMISSIONS CORP., 8-K, 6/4/2008





    receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third partywithout restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiaries; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; or, (vii) is disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law.







C. The receiving party agrees that it will not disclose any Confidential Information to any third party and will not use Confidential Information of the disclosing party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of three (3) years thereafter, without the prior written consent of the disclosing party. The receiving party further agrees that Confidential Information shall remain the sole property of the disclosing party and that it will take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. No license shall be granted by the disclosing party to the receiving party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.





    D. Upon the request of the disclosing party, the receiving party will promptly return all ConfidentialInformation furnished hereunder and all copies thereof.





E. The Parties agree that all publicity and public announcements concerning the formation and existence of this Agreement shall be jointly planned and coordinated by and among the Parties. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas or directives of a court, government or governmental agency, after giving prior notice to the other party.







F. If a party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential Information hereunder, the non-breaching party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.





    G. Except as otherwise set forth in this Agreement, 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, which approval shall not be unreasonably withheld.

                12. WARRANTIES AND REPRESENTATIONS                     A. CONTENT PROVIDER warrants and represents that



(i) CONTENT PROVIDER has the full right, power, legal capacity and authority to enter into this Agreement, to carry out the terms and conditions hereof and to grant to COMPANY the rights, licenses and privileges herein granted to COMPANY. Except as otherwise provided herein, CONTENT PROVIDER does not need the consent or release of any other person, firm or entity in order for CONTENT PROVIDER to enter into this Agreement and to grant to COMPANY the rights granted pursuant to this Agreement.







(ii) With respect to the Content and each item thereof, the execution, delivery and performance of this Agreement by CONTENT PROVIDER shall not violate or contravene any certificate of incorporation or by-laws of CONTENT PROVIDER or any agreement or other instrument to which CONTENT PROVIDER is a party. This Agreement has been duly authorized, executed and delivered by CONTENT PROVIDER.



              (iii) With respect to the Content and each item thereof, neither the Content nor anything contained therein (including, but not limited to, the title thereof and any music and sound synchronized

Source: MIDWEST ENERGY EMISSIONS CORP., 8-K, 6/4/2008







therewith), nor any use or distribution or exploitation of the Content, nor any exercise by COMPANY of any or all of the rights granted to COMPANY pursuant to this Agreement, nor any materials delivered hereunder shall at any time during the Term as it might be extended, violate or infringe upon any right or interest of any person or entity, including, but not limited to, any copyright, literary right, dramatic right, privacy right, musical right, publicity right, artistic right, personal right, property right, civil right, trademark right, trade name, service mark or any other right or interest of any person or entity.







(iv) With respect to the Content and each item thereof, during the Term as it might be extended, there shall not be any actual or threatened liens, claims, encumbrances, legal proceedings, restrictions, agreements or understandings which will conflict or interfere with, limit, derogate from, or be inconsistent with, or otherwise affect any of the provisions of this Agreement, any of the representations and warranties of CONTENT PROVIDER contained herein or the enjoyment by COMPANY of any or all of the rights granted to COMPANY hereunder.







(v) With respect to the Content and each item thereof, CONTENT PROVIDER owns and controls and shall for the full Term as it might be extended own and control, any and all rights necessary to enable CONTENT PROVIDER to grant to COMPANY the rights granted pursuant to this Agreement and to enable COMPANY to exercise and enjoy the rights granted to COMPANY pursuant to this Agreement (without COMPANY incurring any obligation or liability to any person or entity) including, but not limited to, all performance rights and advertising rights and all other rights granted to COMPANY hereunder in and to all literary, dramatic, musical and other material contained in the Content and each item thereof. With respect to the Content and each item thereof, CONTENT PROVIDER has secured and obtained, and CONTENT PROVIDER shall maintain throughout the Term as it might be extended all rights as may be required for the full and unlimited exercise and enjoyment by COMPANY of each and all of the rights herein granted to COMPANY.







(vi) All obligations and amounts payable with respect to the Content and each item thereof or with respect to the production, distribution and exploitation thereof, including, but not limited to, all salaries, royalties, license fees, laboratory charges, union obligations and the like, have been and shall be fully paid and satisfied by CONTENT PROVIDER or third parties. COMPANY shall have no obligation for past, current or future salaries, royalties, laboratory charges, or similar payments with respect to the Content and each item thereof.







(vii) The Content and each item thereof are not in the public domain and are validly copyrighted in the territories in which CONTENT PROVIDER has licensed COMPANY rights in the Content. The Content and each item thereof will not fall into the public domain anywhere in the territories in which CONTENT PROVIDER has licensed COMPANY rights in the Content prior to the expiration of the Term as it might be extended. Each Program, as delivered, will contain all proper copyright notices required or permitted under any applicable statute, act or treaty.







(viii) Each CONTENT PROVIDER understands that the Preferred Shares being acquired by each CONTENT PROVIDER hereunder and any underlying securities (collectively referred to herein as the Securities), have not been registered under the Securities Act of 1933, as amended (the Act), and are being issued under an exemption from registration provided by Section 4(2) of the Act. The Securities are being acquired by each CONTENT PROVIDER solely for its own account, for investment purposes only, and have not been acquired with a view to, or in connection with, any resale, distribution, subdivision or fractionalization thereof. Each CONTENT PROVIDER has no agreement or other arrangement, formal or informal, with any person to sell, transfer or pledge any part of the Securities. Each CONTENT PROVIDER understands that CONTENT PROVIDER must bear the economic risk of the investment for an indefinite period of time because the Securities cannot be resold or otherwise transferred unless they are subsequently registered under the Act or an exemption from such registration is available.



              Source: MIDWEST ENERGY EMISSIONS CORP., 8-K, 6/4/2008







(ix) CONTENT PROVIDER'S warranties, representations and agreements are of the essence of this Agreement and shall survive for the full Term as it might be extended. None of CONTENT PROVIDER'S representations, warranties or agreements shall in any way be limited by reason of any investigation made by COMPANY of any documents, agreements or other materials submitted to COMPANY by CONTENT PROVIDER hereunder.



                13. INDEMNIFICATION



A. CONTENT PROVIDER shall, at its sole cost and expense, indemnify, save and hold harmless COMPANY and its successors, subdistributors, sublicensees, assigns, agents, representatives and affiliates from and against any and all claims, demands, causes of action, liability, loss, damage, cost and expense (including reasonable attorney's fees and court costs) incurred or sustained by reason of or arising out of any breach or alleged breach of any of the warranties, representations or agreements herein made by CONTENT PROVIDER, or by reason of any action, claim or proceeding related to or arising out of such breach or alleged breach by CONTENT PROVIDER. In the event that any person or entity shall make any claim or institute any suit or proceeding, COMPANY shall notify CONTENT PROVIDER in writing, and CONTENT PROVIDER must assume, at it own cost and expense, the defense thereof; provided, however, that COMPANY'S failure to provide such notice shall not affect this indemnity unless CONTENT PROVIDER has been materially prejudiced by such failure. COMPANY may, at its sole discretion, engage its own counsel in connection with any such suit, claim or proceeding, and the cost thereof (including reasonable fees and expenses) shall be borne by CONTENT PROVIDER provided that CONTENT PROVIDER shall in any event fulfill its obligation to undertake COMPANY'S defense. The final control and disposition of any claim, whether by settlement, compromise or otherwise, shall remain with COMPANY pursuant to the terms of this indemnification paragraph. In the event that CONTENT PROVIDER fails to promptly make any required payment to COMPANY, COMPANY shall have the right to withhold for its own account any royalties or other monies payable to CONTENT PROVIDER by COMPANY pursuant to this Agreement or any other agreement between CONTENT PROVIDER and COMPANY.







B. COMPANY shall, at its sole cost and expense, indemnify, save and hold harmless CONTENT PROVIDER and its successors, subdistributors, sublicensees, assigns, agents, representatives and affiliates from and against any and all claims, demands, causes of action, liability, loss, damage, cost and expense (including reasonable attorney's fees and court costs) incurred or sustained by reason of or arising out of any breach or alleged breach of any of the warranties, representations or agreements herein made by COMPANY, or by reason of any action, claim or proceeding related to or arising out of such breach or alleged breach by COMPANY. In the event that any person or entity shall make any claim or institute any suit or proceeding, CONTENT PROVIDER shall notify COMPANY in writing, and COMPANY must assume, at it own cost and expense, the defense thereof; provided, however, that CONTENT PROVIDER'S failure to provide such notice shall not affect this indemnity unless COMPANY has been materially prejudiced by such failure. CONTENT PROVIDER may, at its sole discretion, engage its own counsel in connection with any such suit, claim or proceeding, and the cost thereof (including reasonable fees and expenses) shall be borne by COMPANY provided that COMANY shall in any event fulfill its obligation to undertake CONTENT PROVIDER'S defense. The final control and disposition of any claim, whether by settlement, compromise or otherwise, shall remain with CONTENT PROVIDER pursuant to the terms of this indemnification paragraph. In the event that COMPANY fails to promptly make any required payment to CONTENT PROVIDER, CONTENT PROVIDER shall have the right to withhold for its own account any royalties or other monies payable to COMPANY by CONTENT PROVIDER pursuant to this Agreement or any other agreement between COMPANY and CONTENT PROVIDER.







C. IN NO EVENT WILL CONTENT PROVIDER BE LIABLE TO COMPANY NOR WILL COMPANY BE LIABLE TO CONTENT PROVIDER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TH  LIABILITY OF CONTENT PROVIDER FOR DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT



Source: MIDWEST ENERGY EMISSIONS CORP., 8-K, 6/4/2008





OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND SHALL NOT EXCEED $31,200.00.                 14. NOTICE AND PAYMENT



All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by telex or telecopy or mailed first class, postage prepaid, by certified mail, return receipt requested, in all cases, addressed as indicated in the introductory recital of this Agreement. All notices, requests and other communications shall be deemed given on the date of actual receipt or delivery as evidenced by written receipt, acknowledgment or other evidence of actual receipt or delivery to the address specified above. In case of service by telecopy, a copy of such notice shall be personally delivered or sent by registered or certified mail, in the manner set forth above, within three (3) business days thereafter. Any party hereto may from time to time by notice in writing served as set forth above designate a different address or a different or additional Person to which all such notices or communications thereafter are to be given.



                15. GOVERNING LAW AND VENUE



This Agreement is to be governed by and construed in accordance with the Laws of the State of California applicable to contracts made and to be performed wholly within such State, and without regard to the conflicts of laws principles thereof. Any suit brought hereon, whether in contract, tort, equity or otherwise, shall be brought in the state or federal courts sitting in Los Angeles County, California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personam jurisdiction over it, consents to service of process in any manner prescribed or authorized by California Law, and agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner specified by Law.



                16. ARBITRATION



Any controversy or claim arising out of or relating to this Agreement, or any agreements or instruments relating hereto or delivered in connection herewith or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicablility of this agreement to arbitrate, will at the request of any party be determined by arbitration in Los Angeles, California before three (3) arbitrators under the rules of the JAMS. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief in pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration.



                17. ATTORNEYS' FEES

    In any suit, action, arbitration or other proceeding to interpret or enforce this Agreement, the prevailing party therein shall, in addition to any other award of damage or other remedy, be entitled to recover its reasonable attorneys' fees and costs.

                18. AGREEMENT BINDING ON SUCCESSORS

    The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto,their heirs, administrators, successors and assigns.

                19. WAIVER

Source: MIDWEST ENERGY EMISSIONS CORP., 8-K, 6/4/2008





    No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of thesame of other provisions of this Agreement.

                20. SEVERABILITY

    If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause o provision and such invalid term, clause or provision shall be deemed severed from this Agreement.

                21. FURTHER ACTION

    Each of COMPANY and CONTENT PROVIDER agrees to execute and deliver such other documents or agreements and take such other action as may be reasonably necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.

                22. INTEGRATION



This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.





  IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to beaffixed hereto his or its hand the day indicated.



  CONTENT PROVIDER   COMPANY               New China Media, LLC   Digicorp, Inc.               By /s/ Dennis Pelino   By /s/ Jay Rifkin     Name: Dennis Pelino   Name: Jay Rifkin     Title: Chairman   Title: CEO                         CONTENT PROVIDER:                   YGP, LLC                   By /s/ Dennis Pelino         Name: Dennis Pelino         Title: Managing Partner                             CONTENT PROVIDER:                   TWK Holdings, LLC

Source: MIDWEST ENERGY EMISSIONS CORP., 8-K, 6/4/2008





  By /s/ Beh Chong Wah         Name: Beh Chong Wah         Title: Managing Member





EXHIBIT A TO CONTENT LICENSE AGREEMENT BY AND AMONG DIGICORP, INC. AND NEW CHINA MEDIA, LLC; YGP, LLC and TWK HOLDINGS, LLC DATED June 2, 2008



            DESCRIPTION OF CONTENT

  Supply Agreement for Content dated May 31, 2008 among Yes Television (Hong Kong) Limited, New ChinaMedia Limited and Youth Media HKG Limited, a copy of which is annexed hereto.

            Content derived from AVP, Inc. and other film content on a non-exclusive basis

Source: MIDWEST ENERGY EMISSIONS CORP., 8-K, 6/4/2008 
Question: 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.

Answer: 27752


Question: CO-BRANDING AGREEMENT                                      (FORM)

     This CO-BRANDING AGREEMENT (the Agreement) is made and entered into as of Nov  5,  1999, (the Effective Date) by and between NETTAXI Online Communities, Inc.,  a  Delaware  corporation with principal offices at 2165 S. Bascom Avenue, Campbell,  California  95008  (NETTAXI),  and  Solutions  Media,  Inc.,  dba SpinRecords.com a Delaware Corporation, with offices at 11440 West Barnardo Ct., Suite  170,  San  Diego,  CA  32127  (SpinRecords.com  or  Client).

                                    RECITALS

     A.     NETTAXI  is  in  the business of providing entertainment, education, and  information  services over the world wide web through its Internet web site at  http://www.NETTAXI.com.

     B.     SpinRecords.com  is  in  the business of providing entertainment and information  services  over  the  World Wide Web through its internet website at http://www.spinrecords.com.

     C.     NETTAXI and SpinRecords.com desire co-brand their services under the terms  and  conditions  set  forth  herein.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein, the  parties  hereby  agree  as follows:

1.     DEFINITIONS

     1.1     Spinrecords.com Brand Features means the SpinRecords.com name and logo  and  other  trademarks,  trade  names  and service names including but not limited  to those set forth on Exhibit A attached hereto and incorporated herein                                --------- by  reference  and  all  Intellectual  Property  Rights  related  thereto. SpinRecords.com  Brand  Features  shall include any derivatives, improvements or modifications  thereto  or  thereof and any Intellectual Property rights related thereto.

     1.2     SpinRecords.com  Pages  means the SpinRecords.com Web-based pages that incorporate certain SpinRecords.com services, as the same may be updated or modified  from  time  to  time  in  SpinRecords.com's sole discretion, currently located  at  http://www.spinrecords.com.

     1.3     Impressions  means  the loading of all or part of a Web page into the  browser  of  a  User.

     1.4     Intellectual  Property  Rights  means  all  current  and  future worldwide trademark, patents and patent rights, utility models, copyrights, mask work  rights,  trade secrets, and all other intellectual property rights and the related  documentation  or  other  tangible  expression  thereof.

     1.5     NETTAXI  Brand  Features  means the NETTAXI name and logo and any other  trademarks,  trade  names and service names of NETTAXI, including but not limited  to those set forth on Exhibit B attached hereto and incorporated herein                                --------- by reference and all Intellectual Property Rights related thereto. NETTAXI Brand Features shall include any derivatives, improvements or modifications thereto or thereof  and  any  Intellectual  Property  rights  related  thereto.

     1.6     NETTAXI  Pages  means  the  NETTAXI's  Web-based  pages  that incorporate  certain  NETTAXI  services,  as the same may be updated or modified from  time  to  time  in  NETTAXI's  sole  discretion,  currently  located  at http://www.NETTAXI.com.

     1.7     Statement  of Work means the Statement of Work attached hereto as Exhibit  C  and  incorporated  herein  by  reference. ----------

     1.8     User  means  a  person using a software browser to view the World Wide  Web.

2.     CO-BRANDING,  MARKETING  AND  PROMOTION

     2.1     The  SpinRecords.com  Pages.  SpinRecords.com  shall  brand  the              ---------------------------

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





SpinRecords.com Pages with the NETTAXI Brand Features in the manner set forth in the  Statement  of  Work.  NETTAXI will provide electronic copies of the NETTAXI Brand  Features  upon SpinRecords.com's request. All Spinrecords.com Pages shall display  appropriate intellectual property legends, including but not limited to the  copyright  notice  and  trademark  references.

                                        1

     2.2     The  NETTAXI Pages.  NETTAXI shall brand certain NETTAXI Pages with              ------------------ the  SpinRecords.com  Brand Features in the manner set forth in the Statement of Work.  SpinRecords.com  will  provide  electronic  copies of the SpinRecords.com Brand  Features  upon  NETTAXI's  request.  All  NETTAXI  Pages  shall  display appropriate  intellectual  property  legends,  including  but not limited to the copyright  notice  and  trademark  references. NETTAXI shall not be obligated to co-brand  those  pages containing content which NETTAXI has branded with a third party  which:  (i)  NETTAXI  is  prohibited from co-branding pursuant to another agreement;  (ii)  NETTAXI  is  technically  unable  to  co-brand;  or  (iii) are commercially  unreasonable,  in  NETTAXI's  discretion,  to  co-brand.

     2.3     Marketing  by  SpinRecords.com.  Throughout  the  term  of  this              ------------------------------ Agreement, SpinRecords.com shall use reasonable commercial efforts to market the NETTAXI  Brand  Features  in  order  to  maximize  the number of visitors to the NETTAXI Pages in accordance with the Statement of Work. The parties shall review the Statement of Work and NETTAXI's marketing activities on a quarterly basis in order  to  assess  the  performance  and  agree  upon  additional activities, if necessary,  in  order  to  increase  usage  of  the  pages.

     2.4     Marketing  by  NETTAXI.  Throughout  the  term  of  this Agreement,              ----------------------- NETTAXI  shall  use  reasonable commercial efforts to market the SpinRecords.com Brand  Features  in  order  to  maximize  the  number  of  visitors  to  the SpinRecords.com  Pages  in  accordance  with the Statement of Work.  The parties shall review the Statement of Work and Spinrecords.com's marketing activities on a  quarterly  basis in order to assess the performance and agree upon additional activities,  if  necessary,  in  order  to  increase  usage  of  the  pages.

     2.5     Additional  Statements  of  Work.  If  the parties hereto desire to              -------------------------------- engage  each  other  for  additional  services  which  are  not  included in the Statement  of Work and which do not constitute merely a revision or modification of  the  Statement of Work, the parties shall in good faith negotiate additional Statements  of  Work,  each of which upon signing shall be deemed a part of this Agreement.  Additional  Statements  of  Work  shall  be  entered  into by mutual agreement  between NETTAXI and SpinRecords.com and shall be substantially in the form  of  the Statement of Work attached hereto. Each Statement of Work shall be signed  by  authorized  representatives of the parties. This Agreement may cover more  than  one  Statement  of  Work  at  any  given  time.

3.     Licenses  AND  OWNERSHIP.

     3.1     Licenses  by  NETTAXI  to SpinRecords.com. NETTAXI hereby grants to              ----------------------------------------- SpinRecords.com  a non-exclusive, worldwide, nontransferable, revocable, royalty free  license to use the NETTAXI Brand Features as the same may be modified from time  to  time  for  the  purposes  of  this  Agreement

     3.2     Licenses  by  SpinRecords.com  to  NETTAXI.  SpinRecords.com hereby              ------------------------------------------- grants  NETTAXI  a  nonexclusive, worldwide, nontransferable, revocable, royalty free  license  to display and distribute the, and make derivative works from the SpinRecords.com  Brand  Features  and  any  enhancements,  modifications  or improvements  thereto  as  necessary  to  carry out the terms of this Agreement.

     3.3     Ownership  by  NETTAXI.  NETTAXI  shall  own  all right, title, and              ---------------------- interest  in  the NETTAXI Brand Features, the NETTAXI Pages and all Intellectual Property  Rights  therein,  including  any  derivatives,  improvements  thereof, excluding  the  SpinRecords.com  Brand  Features

     3.4     Ownership  by SpinRecords.com. Except as otherwise set forth below,              ----------------------------- SpinRecords.com  shall own all right, title, and interest in the SpinRecords.com Brand  Features  and  the  SpinRecords.com  Pages  and all Intellectual Property Rights  therein,  including any derivatives, improvements thereof, excluding the NETTAXI  Brand  Features.

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





     3.5     Impressions.  Neither  party  nor  its employees shall take actions               ---------- which  will  artificially  increase the number of Impressions on the party's web pages.  For  example,  a party's employees shall not repeatedly access the other party's  web  pages.

4.     PAYMENT

     4.1     Payment.  In  consideration  of  the  duties and obligations of the              ------- parties hereto, SpinRecords.com shall pay NETTAXI in the manner set forth in the Statement  of  Work.

5.     REPRESENTATIONS  AND  WARRANTIES.

     5.1     Representations  and Warranties of SpinRecords.com. SpinRecords.com              -------------------------------------------------- hereby represents and warrants to NETTAXI that: (i) SpinRecords.com has the full power  and  authority  to  enter  into  this  Agreement  and  to  carry  out its obligations  under  this  Agreement; (ii) SpinRecords.com has the full power and authority to grant the rights and licenses granted to NETTAXI in this Agreement; and  (iii)  SpinRecords.com  owns  the  SpinRecords.com  Brand  Features.

                                        2

     5.2     Representations  and  Warranties  of  NETTAXI.  NETTAXI  hereby              --------------------------------------------- represents  and  warrants to SpinRecords.com that (i) NETTAXI has the full power and  authority  to  enter  into  this Agreement and to carry out its obligations under this Agreement; (ii) NETTAXI has the full power and authority to grant the rights  and  licenses  granted  to  SpinRecords.com in this Agreement; and (iii) NETTAXI  owns  the  NETTAXI  Brand  Features.

     5.3     THE  NETTAXI  SERVICES  FURNISHED  AS  A  RESULT  OF  OR UNDER THIS AGREEMENT  ARE  PROVIDED  ON  AN  AS  IS  BASIS,  WITHOUT  ANY  WARRANTIES  OR REPRESENTATIONS  EXPRESS,  IMPLIED  OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES  OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR  A  PARTICULAR  PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING,  COURSE  OF  PERFORMANCE OR TRADE USAGE. NETTAXI  DOES NOT WARRANT THAT THE SERVICES, WILL MEET SPINRECORDS.COM'S OR ANY END USERS NEEDS OR BE FREE FROM ERRORS,  OR  THAT  THE  OPERATION  OF  ITS  WEB PAGES WILL BE UNINTERRUPTED. THE FOREGOING  EXCLUSIONS  AND  DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT.

6.     CONFIDENTIALITY.

     6.1     Agreement  as Confidential Information. The parties shall treat the              -------------------------------------- terms  and  conditions  and  the  existence  of  this  Agreement as Confidential Information.  Each  party  shall  obtain  the  other's  consent  prior  to  any publication,  presentation,  public announcement or press release concerning the existence  or  terms  and  conditions  of  this  Agreement.

     6.2     Confidential  Information.  Confidential  Information  means  all              ------------------------- information  identified  in  written  or  oral format by the Disclosing Party as confidential, trade secret or proprietary information, and, if disclosed orally, summarized  in written format within thirty (30) days of disclosure. Disclosing Party  is  the  party disclosing Confidential Information. Receiving Party is the  party  receiving  Confidential  Information.  The Receiving Party shall not disclose  the  Confidential Information to any third party other than persons in the  direct  employ of the Receiving Party who have a need to have access to and knowledge  of  the  Confidential  Information  solely for the purpose authorized above.  Each  party shall take appropriate measures by instruction and agreement prior  to  disclosure  to  such  employees to assure against unauthorized use or disclosure.  The  Receiving  Party  shall  have  no  obligation  with respect to information  which (i) was rightfully in possession of or known to the Receiving Party  without  any obligation of confidentiality prior to receiving it from the Disclosing  Party;  (ii)  is,  or  subsequently  becomes,  legally  and publicly available  without breach of this Agreement; (iii) is rightfully obtained by the Receiving  Party  from  a  source  other  than  the Disclosing Party without any obligation  of confidentiality; (iv) is disclosed by the Receiving Party under a valid order created by a court or government agency, provided that the Receiving Party  provides  prior written notice to the Disclosing Party of such obligation and  the  opportunity  to  oppose  such  disclosure.  Upon written demand of the Disclosing  Party,  the  Receiving  Party  shall  cease  using  the Confidential

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





Information  and  return  the  Confidential Information and all copies, notes or extracts  thereof  to  the  Disclosing Party within seven (7) days of receipt of notice.

7.     INDEMNITY  AND  LIMITATION  OF  LIABILITY.

     7.1     Indemnification  by  Spinrecords.com. SpinRecords.com shall defend,              ------------------------------------ indemnify and hold NETTAXI harmless from any and all damages, liabilities, costs and expenses (including, but not limited to reasonable attorneys' fees) incurred by NETTAXI  as a result of (i) any breach of this Agreement; (ii) any claim that the  SpinRecords.com  Brand  Features  or  any  part  thereof,  infringes  or misappropriates  any  Intellectual  Property  Right  of a third party; (iii) any claim arising out of NETTAXI's display of the SpinRecords.com Brand Features; or (iv)  the  operation  of  the  SpinRecords.com  Pages.  NETTAXI  shall  provide SpinRecords.com  with  written notice of the claim and permit SpinRecords.com to control  the  defense,  settlement,  adjustment or compromise of any such claim. NETTAXI  may  employ counsel at its own expense to assist it with respect to any such  claim;  provided,  however, that if such counsel is necessary because of a conflict  of  interest  of  either  SpinRecords.com  or  its  counsel or because SpinRecords.com  does  not assume control, SpinRecords.com will bear the expense of  such  counsel.

     7.2     Indemnification  by  NETTAXI.  NETTAXI  shall defend, indemnify and              ---------------------------- hold  SpinRecords.com  harmless from any and all damages, liabilities, costs and expenses  (including, but not limited to reasonable attorneys' fees) incurred by SpinRecords.com  as a result of (1) any breach of this Agreement; (ii) any claim that  the  NETTAXI  Brand  Features  or  any  part  thereof,  infringes  or misappropriates  any  Intellectual Property Right of a third party; or (iii) any claim  arising  out  of  Spinrecords.com's display of the NETTAXI Brand Features SpinRecords.com  shall  provide  NETTAXI  with  written  notice of the claim and permit  NETTAXI  to control the defense, settlement, adjustment or compromise of any such claim.  SpinRecords.com may employ counsel at its own expense to assist it  with  respect  to any such claim; provided, however, that if such counsel is necessary  because of a conflict of interest of either NETTAXI or its counsel or because  NETTAXI  does not assume control, NETTAXI will bear the expense of such counsel.

     7.3     Limitation  of Liability. EXCEPT AS SET FORTH IN SECTION 6 AND 7.1,              ------------------------ UNDER  NO  CIRCUMSTANCES  WILL  EITHER  PARTY  BE  LIABLE TO THE OTHER UNDER ANY CONTRACT,  STRICT  LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY  INCIDENTAL  OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THE SUBJECT  MATTER  OF  THIS  AGREEMENT.

                                        3

8.     TERM  AND  TERMINATION

     8.1     Term  of  Agreement.  This  Agreement  shall  be effective upon the              ------------------- Effective Date and shall remain in force for a period of one (1) year, and shall be automatically renewed for successive periods of one (1) year unless otherwise terminated  as provided  herein.

     8.2     Convenience.  NETTAXI  may terminate this Agreement at any time for              ----------- its  convenience,  for  no  reason or for any reason, upon sixty (60) days prior written  notice  to  SpinRecords.com.  In  the  event  of  such  termination, Spinrecords.com  shall  be  entitled  to receive and retain all payments made or payable  by  NETTAXI  prior  to  the  date  of  termination. SpinRecords.com may terminate  this  Agreement  for no reason or for any reason upon sixty (60) days prior  written  notice  to  NETTAXI.

     8.3     Termination  for Cause. This Agreement may be terminated by a party              ---------------------- for  cause  immediately  upon  the  occurrence  of  and  in  accordance with the following:

          (a)     Insolvency  Event.  Either  may  terminate  this  Agreement by delivering  written  notice to the other party upon the occurrence of any of the following  events: (i) a receiver is appointed for either party or its property; (ii)  either  makes a general assignment for the benefit of its creditors; (iii) either  party  commences,  or  has  commenced  against it, proceedings under any bankruptcy,  insolvency  or  debtor's  relief  law,  which  proceedings  are not dismissed  within  sixty  (60)  days;  or  (iv)  either  party  is liquidated or

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





dissolved.

          (b)     Change of Control. In the event more that there is a change in ownership  representing  fifty  percent (50%) or more of the equity ownership of either  party, the other party may, at its option, terminate this Agreement upon written  notice.

          (c)     Default.  Either  party may terminate this Agreement effective upon  written  notice  to  the  other  if the other party violates any covenant, agreement,  representation  or warranty contained herein in any material respect or  defaults  or fails to perform any of its obligations or agreements hereunder in any material respect, which violation, default or failure is not cured within thirty  (30) days after notice thereof from the non-defaulting party stating its intention  to  terminate  this  Agreement  by  reason  thereof.

     8.4     Survival of Rights and Obligations Upon Termination. Sections 6 and              --------------------------------------------------- 7  shall  survive  termination  or expiration of this Agreement. Notwithstanding anything in the foregoing to the contrary, in the case of termination by NETTAXI for  cause pursuant to Section 8.3  [Termination for Cause], NETTAXI shall not be required to pay any fee to  SpinRecords.com  after  termination.

     8.5     Return  of  Materials  Upon Termination. On or before ten (10) days              --------------------------------------- after  the  termination  of  this  Agreement,  SpinRecords.com  shall deliver to NETTAXI  all  NETTAXI  Confidential  Information  and  NETTAXI  Brand  Features, including  but not limited to all work product, diagrams, designs and schematics in Spinrecords.com's possession and NETTAXI.com shall deliver to SpinRecords.com all SpinRecords.com Confidential Information and SpinRecords.com Brand Features, including  but not limited to all work product, diagrams, designs and schematics in  Nettaxi.com's  possession

9.     MISCELLANEOUS

     9.1     Force  Majeure.  Neither  party  shall  be  liable to the other for              -------------- delays  or  failures  in performance resulting from causes beyond the reasonable control  of  that  party,  including,  but  not  limited  to, acts of God, labor disputes  or  disturbances, material shortages or rationing, riots, acts of war, governmental  regulations,  communication  or  utility  failures, or casualties.

     9.2     Relationship  of  Parties.  The parties are independent contractors              ------------------------- under  this  Agreement  and  no  other  relationship  is  intended,  including a partnership,  franchise,  joint  venture,  agency, employer/employee, fiduciary, master/servant  relationship, or other special relationship. Neither party shall act  in  a  manner  which expresses or implies a relationship other than that of independent  contractor,  nor  bind  the  other  party.

     9.3     No  Third Party Beneficiaries. Unless otherwise expressly provided,              ----------------------------- no  provisions  of  this  Agreement are intended or shall be construed to confer upon  or give to any person or entity other than NETTAXI and SpinRecords.com any rights,  remedies  or  other  benefits  under  or  by  reason of this Agreement.

     9.4     Equitable  Relief.  Each  party  acknowledges  that a breach by the              ----------------- other  party  of  any  confidentiality  or  proprietary rights provision of this Agreement  may  cause  the non-breaching party irreparable damage, for which the award  of  damages  would  not  be  adequate  compensation.  Consequently,  the non-breaching  party  may institute an action to enjoin the breaching party from any  and  all  acts  in  violation  of  those  provisions, which remedy shall be cumulative  and  not  exclusive, and a party may seek the entry of an injunction enjoining  any  breach  or threatened breach of those provisions, in addition to any  other  relief to which the non-breaching party may be entitled at law or in equity.

                                        4

     9.5     Attorneys'  Fees.  In  addition  to  any  other relief awarded, the              ---------------- prevailing  party  in any action arising out of this Agreement shall be entitled to  its  reasonable  attorneys'  fees  and  costs.

     9.6     Notices.  Any  notice  required  or permitted to be given by either              ------- party under this Agreement shall be in writing and shall be personally delivered

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





or  sent  by  a  reputable overnight mail service (e.g., Federal Express), or by first  class  mail (certified or registered), or by facsimile confirmed by first class  mail  (registered or  certified),  to  the party at the address indicated above.  Notices  will  be  deemed  effective  (i)  three  (3) working days after deposit,  postage  prepaid,  if  mailed,  (ii) the next day if sent by overnight mail,  or  (iii)  the  same  day if sent by facsimile and confirmed as set forth above.

     9.7     Assignment.  Neither  NETTAXI  or  SpinRecords.com shall assign its              ---------- respective  rights  or delegate its obligations hereunder, either in whole or in part,  whether  by  operation  of  law  or  otherwise, without the prior written consent  of  the other party. Any attempted assignment or delegation without the other  party's  written  consent  will  be  void.

     9.8     Waiver  and  Modification.  Failure  by either party to enforce any              ------------------------- provision of this Agreement will not be deemed a waiver of future enforcement of that  or any other provision. Any waiver, amendment or other modification of any provision  of  this Agreement will be effective only if in writing and signed by the  parties.

     9.9     Severability.  if  for any reason a court of competent jurisdiction              ------------ finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force  and  effect.

     9.10     Controlling  Law  and  Jurisdiction. This Agreement and any action               ----------------------------------- related  thereto  shall  be governed, controlled, interpreted and defined by and under  the laws of the State of California and the United States, without regard to  the conflicts of laws provisions thereof. Unless waived by NETTAXI (which it may  do  in  its  sole  discretion)  the exclusive jurisdiction and venue of any action  with  respect  to  the  subject  matter  of  this Agreement shall be the Superior  Court of California for the County of Santa Clara or the United States District  Court  for the Northern District of California and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the  purpose  of  any  such  action.  The  parties  specifically disclaim the UN Convention  on  Contracts  for  the  International  Sale  of  Goods.

     9.11     Headings.  Headings  used  in  this  Agreement  are  for  ease  of               -------- reference  only and shall not be used to interpret any aspect of this Agreement.

     9.12     Entire Agreement. This Agreement, including all exhibits which are               ---------------- incorporated  herein  by reference, constitutes the entire agreement between the parties  with  respect to the subject matter hereof, and supersedes and replaces all  prior  and  contemporaneous  understandings or agreements, written or oral, regarding  such  subject  matter.

     9.13     Counterparts.  This Agreement may be executed in two counterparts,               ------------ each  of  which shall be an original and together which shall constitute one and the  same  instrument.

     IN  WITNESS  WHEREOF,  the  parties  hereto have executed this Agreement by persons  duly  authorized  as  of  the  date  and  year  first  above  written.

NETTAXI:                        NETTAXI  ONLINE  COMMUNITIES,  INC.                                 By:  /s/                                    ---------------------------------------------                                 Its:  Executive Vice President Sales & Marketing                                     --------------------------------------------

Solutions  Media                SOLUTIONS  MEDIA,  INC.                                 -----------------------                                 By:  /s/                                    ---------------------------------------------                                 Its:  President                                    ---------------------------------------------

TABLE  OF  EXHIBITS

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





EXHIBIT  A  -     SPINRECORDS.COM  BRAND  FEATURES EXHIBIT  B  -     NETTAXI  BRAND  FEATURES EXHIBIT  C  -     STATEMENT  OF  WORK

                                        5

                                    EXHIBIT A

                         SPINRECORDS.COM BRAND FEATURES

     1.     Service  Marks:             SpinRecords.com             SpinRadio             Spin  TV             Local  Spin             Spin  Chat             Gig-a-board             Spin  Cuts             Spin  Charts             Join  the  evolution             The  promise  of  music  on  the  Internet  delivered      2.     SpinRecords.com collateral and dress - SpinRecords.com color scheme,             fonts  and  general  look  and  feel      3.     SpinRecords.com  logos      4.     Anything  but  that  cartoon  series      5.     SpinRecords.com  source  materials      6.     SpinRecords.com  website

                                        6

                                    EXHIBIT B

                             NETTAXI BRAND FEATURES

     1.     Service  Marks:             NETTAXI             NETTAXI.COM             NETTAXI  ONLINE  COMMUNITIES             INTERNET  THE  CITY             DRIVING  YOUR  INTERNET  EXPERIENCE      2.     Trade  dress  - Nettaxi color scheme and checkered motif; look             and  feel      3.     Nettaxi  logos      4.     Nettaxi  source  materials      5.     The  Website

                                        7

                                    EXHIBIT C

                                STATEMENT OF WORK

1.   GENERAL

     This  is a Statement of Work under the Co-Branding Agreement by and between NETTAXI  Online  Communities,  Inc.  (NETTAXI)  and  Solutions  Media,  Inc., (SpinRecords.com)  dated  effective  as  of  Nov.  5,  1999.

2.   PROJECT  MANAGERS.

NETTAXI:  Will  Richards              SPINRECORDS.COM:  Criona  Mclaughlin 2165  S.  Bascom  Avenue              11440  West  Bernardo  Ct Campbell,  California  95008          San  Diego,  California  92127 Phone:  (408)  879-9880               Phone:  (619)451-3223 Fax:  (408)  879-9907                 Fax:  (619)451-2373

3.   BRANDING  METHODS

Spinrecords.com  and  Nettaxi.com  will  enter  into  a  multi-phase launch of a co-branded  community  for Nettaxi, and the implementation of community services for Spinrecords.com members. The following defines the agreement after the final phase.  The  individual  phases are specified following the Marketing Section of the  Statement  of  Work. 1)   SpinRecords.com  will  develop a co-branded  site  showing the  Nettaxi.com      logo. The  co-branding  shall not include  SpinRadioTM,  SpinTVTM,  feature

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





     modules,  and Spin branded charts.  All other navigation bar features shall      be modified to the co-brand including  localnettaxi,  and nettaxichat.  The      spinwares  and  spinstore  will be  modified  to include  licensed  content      purchased directly from Spinrecords.com and to eliminate products that will      compete with the Nettaxi store. 2)   Spinrecords.com  will  incorporate  from  the  navigation  bar a link  from      nettaxistores to the Nettaxi commerce site. 3)   The  co-branded  nettaximusic  store will  contain  spingear,  spingallery,      spinmusic, and Kingdom Skateboard products and services. Spin agrees to pay      Nettaxi a 5% commission of the gross sales price on all transactions. 4)   Spinrecords.com  will  maintain  the Spin  logo on the site in a corner  of      their choice. 5)   Nettaxi web based e-mail will replace spinmail on the co-branded site. 6)   Nettaxi's  search  engine  shall  be  the  default  search  engine  on  the      co-branded  site and on the  Spinrecords.com  homesite,  with the exception      that,  in the event  Spinrecords.com  provides  its content to or otherwise      develops  any  co-branded  sites  with any ISP,  Internet  Portal  or other      entity,  Spinrecords.com shall not be required to employ the Nettaxi search      engine.  In all cases in which the Nettaxi  search engine is employed,  the      search shall first deliver  results found on the  Spinrecords.com  website.      The search  feature shall have the tag line Driven by Nettaxi  underneath      the search bar. 7)   Nettaxi  shall cause its search  engine to search and deliver  results from      the SpinRecords.com  site and co-branded site as one of the top results for      all searches for related words on the co-branded site, the  SpinRecords.com      homesite and the Nettaxi.com site. Related words shall include,  but not be      limited to: music, mp3, independent artist/music and CD. 8)   Nettaxi  will create a music  template  for the Nettaxi  homepage  builder.      Every  registered  member  of  Spinrecords.com  and  Nettaximusic  will  be      provided a dynamically generated home page.  Spinrecords.com will submit to      Nettaxi the existing list of Spinrecords.com  members from which a homepage      shall be generated. 9)   Nettaximusic   and   Spinrecords.com   will  share   registered   users  by      synchronizing  the databases for  registered  users.  Nettaxi will maintain      unique  ID's for each  community  home  page  built in the  Spinrecords.com      domain and Nettaximusic.com  domain (for the purpose of the auto-generation      of fan page templates).  This  synchronization  shall not include any users      that arrive at SpinRecords.com through any other co-branded site or through      any other means of co-branding/co-marketing  with any other ISP, Website or      other entity. 10)  Nettaxi will develop a link from the Nettaxi Arts & Entertainment  area for      the co-branded site. 11)  Nettaxi will add Nettaximusic to the street sign on the A&E page. 12)  Nettaxi will make the word  music on the splash  page,  under A&E a link,      and have it link to nettaxi.spinrecords.com. the co-branded site. 13)  The  co-branded  site will have the Nettaxi mp3 player as an available  mp3      player on the site. 14)  Spinrecords.com  will place the  Nettaxi  logo on  promotional  CDROM's and      Samplers that  contain the  Nettaxi mp3 player or site banners.  Banners on      CDROM's will link straight to Nettaxi and Nettaximusic. 15)  Nettaxi  will  include  the  Spinrecords.com  logo on  promotional  CDROM's      containing music provided Spinrecords.com. 16)  Spinrecords.com  will  provide  a  link  from  all  artists'  pages  to the      co-branded registration site for fans to produce fan pages. 17)  Nettaxi.com  and  Spinrecords.com  will develop  ability for all registered      users of the co-branded site to achieve  one-click buying on the co-branded      site whether purchasing from Nettaxi's store or the Spinstore.

                                        8

4.   MARKETING  EFFORTS

1)   Spinrecords.com  will sell ad space on the  co-branded  site, in accordance      with the agreement, within 30 days of the Effective Date. 2)   Both  Parties   agree  to  develop  a  Nettaxi   co-branded   CD  featuring      Nettaximusic.com.  Both  parties  will  share the  production  costs of the      Nettaximusic.com  Co-Branded  CD.  The per unit  cost  shall be 50 cents or      less, unless both parties agree otherwise. 3)   Nettaxi  will  develop a  community  based  affinity  model for music  that      features SpinRecords.com artists. 4)   Nettaxi will provide  in-house  advertising to promote the co-branded music      site. 5)   Spinrecords.com  will  engage  with  Nettaxi  as  an  -advertising  sponsor      promoting  the  co-branded  site with  each  party  contributing  a monthly      investment  of not less than  $20,000  per month,  in cash  expenditure  or      in-kind contribution toward the marketing effort(s). 6)   SpinRecords.com will promote Nettaximusic.com as a music affiliate in their

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





     non-traditional  street  marketing  methods,  to  include  flyer's  created      in-house for Spin Bands,  will have the logo of Nettaxi.com  Music in-order      that consumers see alternate choices to find the bands music. 7)   Both  parties  agree to include  advertisements  for the other party in the      advertising included with their web-based e-mail offered to their users. 8)   Spinrecords.com  will grant Nettaxi the rights to use the artist's likeness      in promotions of the co-branded site. 9)   Nettaxi.com  agrees  to  participate  in  Spinrecords.com   fourth  quarter      promotional plans by procuring  $250,000 worth of co-promotional  placement      in Spinrecords  advertising  targeted towards colleges,  extreme sports and      other mutually agreed upon target audiences. 10)  Spinrecords.com agrees to purchase in the fourth quarter, $250,000 worth of      advertising and sponsorship  space within the Nettaxi site for promotion of      the co-branded and Spinrecords.com community.

PHASED  ROLL  OUT  PLAN

PHASE  I:     NOVEMBER  8TH The  existing site located at Spinrecords.com/Nettaxi shall be launched - target date  one week from agreement date. This site shall contain the web based e-mail from  Nettaxi.  This  site shall also use Spinstore and Spinware as it currently exists  on  the  site.

Nettaxi  will begin development of the music template for the home page builder. Spinrecords  will  submit their existing list of members to Nettaxi to integrate the  homepage  builder  database  and  resolve  duplicate  ID's existing between Nettaxi  and  Spinrecords  member  registration.

Nettaxi  and  Spinrecords will integrate their respective registrations to allow both  companies  to synchronize their registered users from the co-branded site.

Spinrecords  can  announce  the  partnership  in  a  press  release  the day the co-branded  site  launches.  This  press  release  will  detail  the  co-branded relationship.

PHASE  II:     NOVEMBER  22ND Community  home  pages  will be available to all members of Nettaximusic.com and Spinrecords.com.  Spinrecords.com will announce to their existing membership the existence  of their new homepage, provide them with their Unique URL and promote their  ability  to  develop  a  unique  web  site.

Nettaxi  will  announce  the  same  ability  to  all  registered  members  of Nettaximusic.com.

Nettaxi's  search  engine  will  be  launched  on  the  Spinrecords.com  domain.

Nettaxi's  e-commerce  offering  will  be  launched  on  the  co-branded  site. Spinrecords.com  e-comnerce  offerings  will  be  reduced  to  provide  licensed merchandise  and content  and  any  additional  products mutually agreed upon by Nettaxi.com  and  Spinrecords.com.

Both  companies will announce their users ability to shop on the co-branded site using  one-click buying. Each member can move between the stores on the co-brand site  and  order  in  each  individual  store.

                                        9

PHASE  III:     JANUARY  1,  2000

     Nettaxi  launches  citizen  and  small business e-commerce offering for all community  sites. This feature will allow current Nettaxi home page web sites to integrate  e-commerce  offerings  from  their own products and products from the Nettaxi  store.

5.   PAYMENT

PERCENTAGE OF ADVERTISING REVENUE

     5.1     SpinRecords.com's  Advertising  Revenue  means  the gross revenue from  advertising   invoiced  by  SpinRecords.com  in  a  calendar  quarter  for advertising by third parties on the SpinRecords.com  Pages, less any commissions not to exceed 35%.

     5.2     SpinRecords.com's AR Share means the number of Impressions on the SpinRecords.com  Pages by Users arriving through the Co-branded NETTAXI Pages in

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





a  calendar   quarter  divided  by  the  total  number  of  Impressions  on  the SpinRecords.com Pages by all Users in that calendar quarter.

     5.3     NETTAXI  Advertising  Revenue  means  the  gross  revenue  from advertising  invoiced by NETTAXI in a calendar  quarter for advertising by third parties on the NETTAXI Pages, less any commissions.

     5.4     NETTAXI's AR Share means the number of Impressions on the NETTAXI Pages  by Users  arriving  through  the  Co-branded  SpinRecords.com  Pages in a calendar quarter divided by the total number of Impressions on the NETTAXI Pages by all Users in that calendar quarter.

     5.5     SpinRecords.com  Rate. In full consideration for the rights granted              --------------------- by  NETTAXI,  SpinRecords.com  agrees  to  pay NETTAXI fifty (50%) percent of ad revenue  at  an  average  rate  no lower then $6.50 per one thousand impressions (CPM)  payable  to  NETTAXI  which  results when the SpinRecords.com Advertising Revenue  is  multiplied by SpinRecords.com's AR Share.  SpinRecords.com shall be responsible  for  payment  of  all taxes based on the Advertising Revenue except taxes  based  on  NETTAXI's  income.

     5.6     NETTAXI  Rate.  N/A.              -------------

     5.7     Payment  Schedule.  The  parties  shall  make  such payments within              ----------------- thirty (30) days of the end of each calendar quarter for the Advertising Revenue invoiced  during  such  calendar  quarter.

     5.8     Records.  SpinRecords.com  agrees to keep accurate books of account              ------- and records at its principal place of business covering all Advertising Revenues and  associated  commissions.  Upon reasonable notice of not less than seven (7) business  days,  but in no event more than once per year (unless the immediately preceding  audit  showed a material underpayment), NETTAXI shall have the right, subject  to  suitable  confidentiality  measures,  to  cause  a certified public accountant  to  inspect those portions of the books of account and records which relate  to  the royalties owed NETTAXI, to confirm that the correct amount owing NETTAXI  under this Agreement has been paid. SpinRecords.com shall maintain such books of account and records which support each statement for at least two years after  the termination or expiration of this contract or after the final payment made  by  SpinRecords.com  to  NETTAXI,  whichever  is  later.

2:   PER  CUSTOMER  FEE

     1.     SpinRecords.com  Payment. For each User that accesses the co-branded             ------------------------ site  and  becomes  a  paying  customer  on the co-branded site, SpinRecords.com agrees  to  pay  a  fee  of  five  (5%)  percent  of  the  gross  sale.

     2.     NETTAXI  Payment.  N/A.             ----------------

     3.     Payment  Terms. All fees will be paid on or before fifteen (15) days             -------------- after  the  end of the  month  in  which  the  party  has  received  payment

     4.     Audit  Rights.  SpinRecords.com  shall maintain for a period of two             ------------- (2) years after the end of the year to which they pertain,  complete  records of it's customers in order to calculate and confirm  SpinRecords.com's  obligations hereunder.   Upon  reasonable  prior  notice,   NETTAXI  will  have  the  right, exercisable  not more  than  once  every  twelve  (12)  months,  to  appoint  an independent   accounting   firm  or  other  agent   reasonably   acceptable   to SpinRecords.com,  at  NETTAXI'S  expense,  to examine  such  books,  records and accounts  during  SpinRecords.com's  normal business hours to verify the amounts due by  SpinRecords.com  to  NETTAXI  herein,  subject  execution  of  NETTAXI's standard  confidentiality  agreement by the accounting firm or agent;  provided, however,  that  execution of such  agreement  will not  preclude  such firm from reporting  its  results  to  NETTAXI.  In the  event  such  audit  discloses  an underpayment or overpayment of royalties due hereunder,  the  appropriate  party will  promptly  remit the  amounts  due to the other  party.  If any such  audit discloses a shortfall  in payment to  NETTAXI of more than five percent (5%) for any quarter, SpinRecords.com agrees to pay or reimburse NETTAXI for the expenses of such audit.

                                       10

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





Source: RAE SYSTEMS INC, 10-Q, 11/14/2000 
Question: 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.

Answer: 15913


Question: RESELLER AGREEMENT    This agreement (Agreement) dated as of January 11, 2011 (Effective Date) is between Diversinet Corp. (Diversinet), an Ontario corporation  with its principal place of business located at 2235 Sheppard Avenue East, Suite 1700, Toronto, Ontario, Canada M2J 5B5, and 2205925 Ontario  Limited, with its principal place of business located at 111 Main Street West, Suite 304, North Bay, Ontario P1B 2T6 (the Reseller).     Diversinet and the Reseller are hereinafter referred to individually as a Party and, collectively, as the Parties. The Schedules attached hereto  shall form an integral part of this Agreement, and all references to this Agreement shall be deemed to include the Schedules.     WHEREAS Diversinet is a provider of mobile device security and authentication solutions for the mobile data ecosystem, and is the owner of  certain software products, user documentation and services and the related trade-marks;    AND WHEREAS Reseller has represented that it is qualified and desires to act as a reseller of certain of Diversinet's products within a certain  defined territory, and agrees to use its best efforts to market and sell such products in such territory;    NOW THEREFORE, for and in consideration of the mutual promises and commitments contained hereafter and other considerations, the receipt  and sufficiency of which is hereby acknowledged, the Parties have entered into this Agreement for the purpose of permitting Reseller to market  and sell certain of Diversinet's products pursuant to the terms and conditions set out as follows.    1. Appointment  Subject to payment of the Annual Minimum Commitment (AMC  - defined herein), Diversinet hereby grants to Reseller an exclusive, non- transferable and non-assignable right to market, sell, and sub-license those Diversinet products listed in Schedule 2 (the Products) within the  territory listed in Schedule 3 (the Territory) to Canadian headquartered companies, and governmental and broader public sector entities located  in Canada. Reseller's customers (the Customers) are defined as those organizations/enterprises that will market and manage the end-users of the  Products (the End-Users). Reseller acknowledges and agrees that it does not have the right to assign sub-resellers under this Agreement  outside of the Territory, except with the prior written consent of Diversinet.     Furthermore, if Reseller terminates the AMC in the manner contemplated in Schedule 3, the exclusive license above shall revert to being a non- exclusive license.    In either case, Reseller will have the non-exclusive right to contract in the rest of the world, excluding the United States. If Reseller identifies End- Users in the United States, with the prior written consent of Diversinet, Reseller may sell the Products to the End-Users. United Stated revenues  will not be counted against the AMC however Reseller will be entitled to the discount rates as indicated in Schedule 3..    In addition, Diversinet hereby grants to Reseller the right to use those Diversinet trademarks and copyrighted materials with respect to the  Products solely for the purpose of marketing and distribution of the Products as authorized hereunder. Reseller acknowledges that the use of such  trademarks and copyrighted materials does not create in its favour any right, whether of ownership or otherwise, to such trade-marks and  copyrighted materials, and that all rights arising from the use thereof by Reseller shall inure to the benefit of Diversinet.     Reseller agrees that the rights granted to Reseller in this Section 1 are solely for the purpose of supplying the Products to Reseller, its Customers  and End-Users located in the Territory. Any use outside of the rights granted herein shall require an additional license from Diversinet.     2. Ownership and Representations  (a) Except as expressly granted herein, Diversinet does not grant any further rights, license or immunity to Reseller, and hereby retains and  does not waive any rights it may have with respect to patents, trade-marks, copyrights, moral rights or other intellectual property or  proprietary rights enforceable under the laws of any country. Reseller shall not authorize anyone to reverse engineer, decompile, alter,  transfer, modify or create a derivative work from any of the Products, nor may Reseller itself engage in so doing.     (b) Reseller shall not make any representations or warranties regarding the use or operation of the Products other than those included in any  promotional materials provided by Diversinet and any Product documentation provided by Diversinet.     3. Term and Renewal  The term of this Agreement shall begin on the Effective Date and continue in effect for a period of five (5) years (the Initial Term), unless sooner  terminated in accordance with the provisions set out herein. Upon expiration of the Initial Term, this Agreement shall automatically renew for  consecutive one (1) year periods, unless terminated by Reseller within sixty (60) days prior to the expiration of the Initial Term or any renewal term,  as the case may be (the Initial Term and each renewal term, collectively, the Term). Any annual renewal would be subject to the payment, if  applicable, of the AMC as agreed to by the parties, however such AMC will not be less than the previous year AMC times 115%, payable in  applicable quarterly instalments.    4. Termination  (a) Either Party may terminate this Agreement:  (i) Upon thirty (30) days' written notice to Reseller if Reseller fails to make any AMC payment when due under this Agreement, or when  an audit, as set out in Section 13, by Diversinet reveals any under-payment for any payment due, and it is not paid within the thirty (30)  day written notice period;   (ii) providing thirty (60) days' written notice to the other Party if the other Party breaches any material term or condition of this Agreement,  and fails to cure such breach within the 60 day period;  (iii) upon providing thirty (30) days' written notice to Reseller if Reseller terminates the provisions of the Annual Minimum Commitment  and fails to meet the sales targets as set out in Schedule 3.    (b) This Agreement shall terminate automatically without notice and without further action by Diversinet in the event that:





(i) Reseller ceases carrying on its business, or if a petition shall be filed, an order shall be made or an effective resolution is passed for the  winding-up, dissolution or liquidation of Reseller.    (c) Termination under Subsection 4(a) shall trigger a phase-out period during which Reseller may continue to provide products and  services to Customers. Such phase-out period shall be the longer of (i) the remaining term of the agreement between the Reseller and its  Customers, and (ii) 18 months.    (d) Upon the termination of this Agreement for any reason: (1) all rights granted to Reseller hereunder shall automatically come to an  end and revert to Diversinet, including without limitation any right to use, operate and provide customer service or support for the Products;  (2) Reseller shall immediately pay to Diversinet all amounts due and outstanding hereunder as of the date of such termination or expiration;  and (3) within five (5) days of termination of this Agreement, for whatever reason, Reseller, must: (a) destroy all copies of the Products and  any associated Products documentation in its possession or under its direct control; and (b) deliver to Diversinet a written certificate  warranting that it has complied with the foregoing obligations.    1. Customer Orders  (a) Customer Agreements. The Parties acknowledge and agree that Reseller's Customers will acquire the Products and related services under  contract with Reseller, that Diversinet shall not have any contractual interest in Reseller's Customer relationships. Prior to Reseller  committing to provide any Products to a Customer, Reseller shall cause Customer to enter into purchase agreement(s) with Reseller with  respect to each of the Products purchased by Customer (each, a Customer Agreement). Reseller agrees that it shall include terms and  conditions in its Customer Agreements that are sufficient to protect Diversinet's interests as reflected in this Agreement, including, but not  limited to, those terms set out in Schedule 4 hereto. Such Customer Agreements shall be subject to Diversinet's approval, which approval  shall not be unreasonably withheld. Reseller shall use commercially reasonable efforts to ensure that all Customers abide by the terms of the  applicable Customer Agreement(s). Furthermore, Reseller shall enforce its Customer Agreements against Customer when requested to do so  by Diversinet. For greater clarity, Diversinet expects that the Reseller will include all of the points covered in Section 4 in its end user  agreement. When the Reseller receives a customer order they will fax both the end user agreement and the details of the order to Diversinet  and if the end user agreement contains all of the points outlined in Section 4 then Diversinet will approve the order and ship the required  products to the Reseller.    (b) Ordering Process. Reseller shall submit all orders to Diversinet for the applicable Products. Reseller's submission of orders to Diversinet  shall comply at all times with Diversinet's reasonable procedures and requirements and are subject to acceptance by Diversinet acting  reasonably. Reseller shall be solely responsible for all sales activity culminating in and including the procurement of fully-executed Customer  Agreements and purchase orders specifying the Products and Services ordered and the specific number of tokens.     1. Delivery  (a) Subject to Reseller's compliance with the terms and procedures set forth in this Agreement, Diversinet shall provide to Reseller or to  Customers the Products properly ordered by Reseller and accepted by Diversinet in material compliance with the applicable terms hereof,  notwithstanding any inconsistent or additional terms which Reseller includes in any Customer agreement.    (b) Unless otherwise agreed to by the Parties, delivery of the Products shall take place via electronic transmission or by courier, and will take  place within two (2) Business Days of a written request or purchase order for software and within five (5) Business Days for a standard  appliance. Custom built appliances or software are subject to evaluation and delivery date will be communicated after assessment. Business  Day shall mean 9:00 a.m. to 5:00 p.m. (Eastern Standard Time), Monday through Friday, excluding all statutory holidays observed in the  Province of Ontario in Canada. Delivery will be F.O.B. Diversinet's facility. Reseller shall have fifteen (15) calendar days after the later of (i)  the delivery of any of the Products by Diversinet; or (ii) any applicable evaluation period; to inspect the Products and ensure their  substantial compliance with the corresponding documentation. Unless Reseller notifies Diversinet within such fifteen (15) day period that  any of the Products fail to substantially comply with the relevant documentation, such Products shall be deemed accepted. In the event  Reseller rejects any of the Products, Reseller shall give Diversinet written notice of rejection, specifying in reasonable detail the basis for  such rejection. Diversinet will use commercially reasonable efforts to correct any nonconformance and re-deliver such Products to Reseller.    1. Reseller Covenants  (a) Manner of Performance. Reseller shall: (i) use commercially reasonable efforts to market and sell the Products and Services to Customers;  (ii) conduct business in a competent and professional manner that reflects favorably at all times on the Products and the goodwill and  reputation of Diversinet; (iii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Diversinet or the  Products, or to the public in general; (iv) not make any false or misleading representations with regard to Diversinet or to the Products; (v)  not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to  Diversinet or the Products or related services; (vi) not make any representation, warranties or guarantees to potential Customers or to the  trade with respect to the specifications, features or capabilities of the Products that are inconsistent with published statements made by  Diversinet; and (vii) comply with all applicable federal, state, region, and local laws and regulations related to the performance of its duties  hereunder.     (b) Reporting Requirements. Reseller shall, on a monthly basis, communicate to Diversinet information about Customers as reasonably  requested by Diversinet including, but not limited to, Customer business, marketing, sales and technical information, installation, service  delivery and on-going maintenance information.    (c) Technical Expertise. Reseller and its staff shall be conversant with the technical language conventional to the Products and similar  technologies in general, and will develop sufficient knowledge of the industry, of the Products and of products competitive with the  Products (including specifications, features and benefits) in order to explain in detail to potential Customers and End Users the differences  between the Products and competitive products and services.    (d) Branding. Reseller may provide its own branding for the Products; however Reseller will include a powered by Diversinet tag or such  similar identifiers as mutually agreed to by the Parties. Should Reseller require Diversinet to brand the Product, then such work will be  done under a separate statement of work to be agreed upon in writing by the Parties.     1. Fees and Billing





(a) Rates. For the Diversinet Products sold or distributed by Reseller, Reseller shall pay Diversinet the applicable list price, in U.S. dollars, for  such Product, less the applicable discount for each Product, all as set out in Schedule 3. Any reference to any amounts or currency in this  Agreement means United States dollars or U.S. dollars.    (b) Billing. Diversinet will invoice Reseller for applicable one time Token Fees and the upfront annual Validation and Support Fee upon setting  up a master account for each Customer and pre-loading it with MobiSecure tokens. Other fees and charges payable under this Agreement  will be invoiced to Reseller according to terms set out in this Agreement or any applicable schedules or attachments hereto. Reseller shall be  responsible for payment to Diversinet of all invoiced amounts for Products and services provided by Diversinet at Reseller's request to  Reseller, its Customers and/or End-Users.     (c) Payment Terms. Invoices are due and payable within 30 calendar days from the invoice date or from when the amount is due, whichever is  later.    (d) Late Charges and Taxes. All overdue amounts shall bear interest at the rate of 1% per month (12% per annum, simple interest), or the  highest rate allowed by applicable law, whichever is less, until paid in full. Interest shall accrue on a daily basis. Fees do not include any  sales, transfer, use, property, value added and other taxes, or any customs duties, tariffs or other governmental charges, all of which (if any  are due and have been incurred within the Territory) are assumed and payable by Reseller (except for taxes imposed on Diversinet's net  income). Providing proof of an exemption from any such duty, tax or charge is the responsibility of Reseller. Diversinet acknowledges and  agrees that Reseller shall withhold any applicable non-resident withholding taxes from any amount owing hereunder and remit such taxes to  the applicable federal taxing authority without provision for gross-up, if Diversinet becomes a non-resident of Canada or assigns the  Agreement to a non-resident of Canada and if Diversinet does not provide Reseller with an appropriate exemption thereto.    (e) Network Charges. The Customer or End User shall at all times be responsible for all mobile network data, roaming or airtime charges, SMS  related charges, application certification charges or marketing costs and any other fees or levies related to the cellular or wireless network  over which the Products are offered and/or provisioned, as well as Customer's own Internet access fees (collectively, the Network  Charges). None of the fees chargeable hereunder include any Network Charges and Reseller shall ensure that Customer shall indemnify  and hold harmless Diversinet and Reseller against any such Network Charges that may be levied against them for the operation of the  Products.    1. Training and Consulting  (a) Diversinet will arrange for the initial personal technical and sales instruction of up to three (3) Reseller personnel for up to five (5) days in  learning the functions, installation, integration, operation and maintenance of the Products. Such instruction shall take place in Diversinet's  corporate headquarters and expenses of the Reseller personnel incurred for attending such initial instruction shall be paid by Reseller. There will be no charge for this initial training. Thereafter, Diversinet will make available to Reseller standard Product training courses  generally offered by Diversinet at the list price.    (a) Upon Reseller's request, Diversinet will provide Reseller with pre-sales consulting and post-sales consulting at the Diversinet's standard  rates. Post-sales consulting will be provided under a separate services agreement to be entered into by the Parties, which shall include  specific statement(s) of work.    (b) Statements of Work (SOW). Fees for any future development services shall be as agreed to by the Parties in an SOW. Reimbursable  expenses agreed to by Reseller shall be paid by Reseller within thirty (30) days of Diversinet's documented invoice. Diversinet shall offer to  perform such work at Diversinet's then standard daily rate (currently at $1,500 per day). Reseller hereby agrees and acknowledges that  Diversinet shall own all code, documentation and modifications to the code or documentation, and all copyrights, trade secrets and other  intellectual property rights with respect to any such code or documentation. Diversinet hereby agrees and acknowledges that Reseller owns  any and all intellectual property rights with respect to any Reseller-specific private label associated with the software.     1. Support  (a) Services. Diversinet may provide, upon written agreement between the parties, the server hardware, physical environment, including  physical security, HVAC and power for the server hardware, all as required to provide the Products as described in Schedule 2. Diversinet  may also provide internet connectivity, by being responsible for network operation and availability from the public Internet up to the  termination cables at the network interface card on the server hardware. Diversinet shall use commercially reasonable efforts to maintain  connectivity, through the public Internet, between the server hardware and the wireless network operators or other network on which an End  User's device operates. Diversinet specifically excludes any responsibility for any connectivity between a network operator and a wireless  device, including any SMS, SMTP, or other connectivity. The products, their related service objectives and each Party's related  responsibilities in respect thereto are to be more fully described in a separate agreement.    (b) Service Term. During the Term, and subject to Reseller's payment of the annual Support Fees, Diversinet will provide support for the  Products in accordance with the terms set out in Schedule 5. Furthermore, Diversinet will support the existing Reseller trial including Apple  App Store submission until December 31, 2010. Diversinet will support the Reseller certification with Canada Health Infoway, at no additional  cost, until December 31, 2010.     (c) Standard Support. Reseller's Customers will be responsible for first level support to End-Users. Reseller will be responsible for second level  support to its Customer. Diversinet will provide third level support to Reseller. Diversinet will accept electronic mail messages via the Internet  using SMTP compliant software (E Mail) addressed to: support@diversinet.com, from Reseller with questions regarding the functions of  the Products, as well as questions about how to make full use of the software (Support Questions). If second level support is not being  provided by the Reseller, Diversinet may, at its sole discretion, provide additional support to Reseller. In these cases, Diversinet may charge  the Reseller for support services or reduce the product price discount provided to Reseller.     Reseller's Support Questions must be referred to Diversinet by a single person, designated initially as Primary Technical Support Contact  (Primary Contact)  set out in Schedule 1, unless Diversinet is notified in writing of an alternate technical support contact (Alternate  Contact). The names and e-mail addresses of up to four (4) Alternate Contacts (along with the name of the particular project or department)  shall be designated in a list provided by the Primary Contact via E Mail at support@diversinet.com. All Primary Contacts and Alternate  Contacts (collectively, Contacts)  must be members of the designated project or department. It is Reseller's responsibility to provide





Diversinet with an initial list of Contacts and to keep that list current in order to receive timely service.    (d) Updates. During the Term, Diversinet will provide updated versions of the Products (Updates). Updates shall be designated by a version  number with a higher number to the right of the decimal point (e.g., version 1.4 is an Update to version 1.2), but do not include New Releases  or Custom Releases (which are designated with a higher number to the left of the decimal point, or at the end with a letter, respectively). Prior  to delivering any Updates, Diversinet may require Reseller to sign a revised schedule if any additional grants or licenses are required for an  Update.     (e) Internet Access. Diversinet may provide, at no additional cost, access to Diversinet's Internet-based Frequently Asked Questions (FAQ's)  archives, a defect 'fix' list, or a private discussion forum available to all Products support customers, which will be moderated by Diversinet's  engineers when available.    (f) Beta Versions. Diversinet may provide Reseller with access to Beta Test versions of Updates to Products as described in paragraph (d)  above.    (g) Update Input. Diversinet will give special consideration to Reseller's feature requests for future versions of the Products.    1. ASP Sales  The Reseller may sell the Products as an Application Service Provider (ASP) sales model. Under an ASP model, the Reseller shall provide the  Products through computer-based services to End Users over a network. The Reseller shall be responsible for providing, at the Reseller's sole cost  and expense, the infrastructure, network, hosting environment, support and/or website. Reseller warrants and guarantees that Diversinet shall  have no obligations, representations or guarantees to the End User for sales made by the Reseller under an ASP sale.    2. Confidential Information  (a) Reseller agrees that all software, documentation and materials provided with the Products and all information contained therein is owned by  Diversinet. The Parties agree that any other information of a confidential or proprietary nature provided by one Party to the other from time  to time, whether marked as Proprietary,  Confidential,  Secret  or any other designation implying confidentiality, is owned by the  disclosing Party (all such information hereafter, collectively Trade Secrets). Both Parties shall treat the other Party's Trade Secrets with  the same care as they treat their own confidential information of a like nature, but in no case shall the receiving Party use less care in  handling the Trade Secrets than would be reasonable under the circumstances. The Parties agree not to make the other Party's Trade  Secrets available in any form to any third party, or use the other Party's Trade Secrets for any purpose other than as set forth in this  Agreement or as authorized by the other Party in writing. The Parties' obligations under this subsection shall survive the termination or  expiration of this Agreement.    (b) General Exclusions: The Parties' obligations set out in this section shall not apply to any information which is:  (i) rightfully in a Party's possession before receipt from the other Party;  (ii) independently developed by a Party without reference to the other Party's Trade Secrets;  (iii) approved for release by written agreement with the other Party;  (iv) rightfully in the public domain;  (v) disclosed by requirement of a governmental agency or third party as expressly required by operation of law, regulation or court order. The disclosing Party shall promptly notify the other Party of the pending disclosure to allow the other Party to seek a protective order;  or  (vi) lawfully disclosed to a Party by a third party without an obligation of confidentiality to the Party.    (c) It is expressly agreed that a violation of this section will cause irreparable harm to the owning Party and that a remedy at law would be  inadequate. Therefore, in addition to any and all other remedies available at law, the owning Party shall be entitled to seek (without posting  of a bond) preliminary, injunctive, emergency or equitable relief in the event of any actual or threatened violation of any or all of the  provisions hereof.    3. Audit  During the Term and for seven (7) years after the expiration or termination of this Agreement, or such longer period as required by applicable law,  Reseller agrees to maintain complete books, records and accounts relevant to the computation of and accounting for the amounts payable under  this Agreement. Reseller agrees to allow Diversinet or its agents and representatives the right to examine and audit such books, records and  accounts during Reseller's normal business hours for no more than once per calendar quarter upon reasonable notice. If such examination reveals  a deficiency in any amounts paid, Reseller agrees to pay any such deficiency forthwith upon demand, plus interest calculated in accordance with  Section (Late Charges and Taxes) above and, if in excess of 5%, the cost of the audit incurred by Diversinet.    4. Limited Warranty  EACH PARTY DOES NOT WARRANT TO THE OTHER THAT THE MATERIALS IT PROVIDES IN CONNECTION WITH THIS AGREEMENT  WILL MEET THE REQUIREMENTS OF THE OTHER PARTY OR ITS CUSTOMERS, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED  OR ERROR FREE.     Diversinet warrants as follows:  (a) Each of the Products operates in substantial accordance with its documentation (Operation Warranty). With respect to the Operation  Warranty, Reseller's sole remedy, and Diversinet's sole obligation, shall be to cause the Product to operate substantially in accordance with  its documentation in a timely manner. All Products shall be virus-checked prior to delivery to Reseller.    (b) The services provided under this Agreement shall be performed in a timely and professional manner by personnel (Personnel) and in all  material respects in accordance with the requirements set forth here in Schedule 5 (Service Level Agreement). Personnel shall be  appropriately trained in the performance of such services under this Agreement and shall meet those standards generally observed by  reputable and competent members of the same industry providing similar services.     c) Diversinet shall ensure that there collectively is a sufficient number of employees and personnel assigned and available during the term to  provide the services in accordance with the service levels and the standards and other terms and conditions of this Agreement.





  (d) Diversinet shall exercise professional and good judgement in carrying out and performing its obligations under this Agreement.    (e) The Products do not contain any virus, Trojan horse, worm, trapdoor, backdoor, malicious code or other code or device designed to  interfere with proper use of the Software or cause harm or injury.    (h) As of the Effective Date, to the best of its knowledge, none of the Products infringes upon any third party's patent rights (Limited Patent  Warranty).    EXCEPT AS EXPRESSLY SET FORTH ABOVE, DIVERSINET PROVIDES THE PRODUCTS, DOCUMENTATION AND OTHER RELATED  SERVICES (COLLECTIVELY, THE BUNDLED PRODUCT)  TO RESELLER AS IS  WITHOUT WARRANTY, MAKES NO OTHER  WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY OTHER WARRANTIES OF PERFORMANCE, AND  IMPLIED WARRANTIES OF NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE  BUNDLED PRODUCTS, EITHER AS A UNIT, OR AS INDIVIDUAL PARTS. EXCEPT AS ABOVE SET FORTH, DIVERSINET SHALL BEAR NO  RISK AS TO THE PERFORMANCE OF THE BUNDLED PRODUCT, AND ALL RISK IS TO BE ALLOCATED BETWEEN RESELLER AND IT  CUSTOMERS AND END-USERS, OR ANY OTHERS WHO USE THE BUNDLED PRODUCT (USERS). EXCEPT AS ABOVE SET FORTH,  SHOULD THE BUNDLED PRODUCT PROVE DEFECTIVE, DIVERSINET SHALL NOT BEAR ANY COST WHATSOEVER FOR ANY SERVICE,  REPAIR OR CORRECTION TO ANY PARTY. USERS SHALL BE SOLELY RESPONSIBLE FOR ADEQUATELY PROTECTING DATA USED IN  CONNECTION WITH THE BUNDLED PRODUCT. EXCEPT AS ABOVE SET FORTH, DIVERSINET SHALL NOT BE RESPONSIBLE FOR LOST  DATA, RERUN TIME, INACCURATE INPUT, WORK DELAYS OR LOST PROFITS, LOSS OF SECURITY FOR PROPRIETARY DATA OR ANY  OTHER INJURIES OR DAMAGES RESULTING FROM USE OF THE BUNDLED PRODUCT.    Neither Diversinet, nor its subsidiaries, nor their respective directors, officers, employees, agents, assignees, co-developers, servants and  contractors, nor the Reseller has any right to make any other representation, warranty or promise of any kind with respect to any of the Products. This Agreement does not, in itself, grant any patent license or patent right of any manner or kind. Reseller will be solely responsible for  determining which patent rights it may need to use the Products and for obtaining such licenses, where applicable. So long as the terms of this  agreement are respected, Diversinet agrees that it will not bring any suit, claim or demand against Reseller, its Customers or End-Users for breach  of Diversinet's patent rights in the Products, if any.    5. Limitation of Liability and Damages  (a) EXCEPT TO THE EXTENT DIRECT FORESEEABLE DAMAGES, IN NO EVENT SHALL DIVERSINET BE LIABLE FOR ANY INDIRECT,  SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY COMMERCIAL DAMAGES OR  LOSSES) AS A RESULT OF THE USE, SALE OR DISTRIBUTION OF THE BUNDLED PRODUCT, WHETHER BY WAY OF A LEGAL  THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY,  EVEN IF DIVERSINET HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.     (b) RESELLER WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR  EXPIRATION OF THIS AGREEMENT UNDER THE LAW OF THE TERRITORY OR OTHERWISE, OTHER THAN AS EXPRESSLY  PROVIDED IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION HAS BEEN INCLUDED AS A MATERIAL  INDUCEMENT FOR DIVERSINET TO ENTER INTO THIS AGREEMENT AND THAT DIVERSINET WOULD NOT HAVE ENTERED INTO  THIS AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY AS SET FORTH HEREIN.    (c) The availability of the MobiSecure™ Strong Authentication service depends on many factors, including Customer's connection to the  Internet, End Users' connection to the Internet, the availability of the Internet and the Internet backbone and equipment that, by its nature,  is not fault tolerant. Diversinet does not and cannot control the flow of data to or from Diversinet's network and other portions of the  Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or  inaction of such third parties can impair or disrupt Customers' connections to the Internet (or portions thereof). Although Diversinet will use  commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Diversinet cannot guarantee that  such events will not occur. Accordingly, Diversinet shall have no responsibility for any failure to meet the requirements hereunder, with  respect to performance issues, including without limitation: (i) caused by factors outside of Diversinet's reasonable control; (ii) that result  from any actions or omissions of Customers, End Users or any third parties; (iii) that result from Customers' equipment and/or third party  equipment (not within the sole control of Diversinet); (iv) caused by any act or failure to act by Customer or as a result of any Third Party  Software.    (d) NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL DIVERSINET'S LIABILITY RELATING TO THIS AGREEMENT (OR THE  BUNDLED PRODUCT) EXCEED ONE HUNDRED PERCENT (100%) OF THE AGGREGATE AMOUNT OF THE LICENSE FEES, ROYALTIES  AND SUPPORT FEES PAID BY RESELLER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OR CIRCUMSTANCE  GIVING RISE TO THE ALLEGED LIABILITY ON THE PART OF DIVERSINET.     (e) The limitations set forth in Section 15(a), (b), (c), (d) and (e) shall not apply in respect of (i) breach of confidentiality obligations; (ii) breach  of privacy provisions as detailed in Schedule 6; (iii) the intellectual property indemnity; (iv) any Abandonment committed by Diversinet; or  (v) any willful gross misconduct (including fraud). Abandonment means Diversinet's cessation or suspension of, or refusal to perform, its  obligations under this Agreement, and such cessation, suspension or refusal (i) was knowingly intended by Diversinet to cause harm to  Reseller, and (ii) was not the result of a termination of this Agreement by Diversinet in accordance with Section 4 (Termination).    1. Indemnification  (a) Reseller Indemnity. Reseller shall indemnify and hold harmless Diversinet and/or any of its directors, officers, agents, employees,  contractors, parent companies, affiliates, and/or subsidiaries (collectively, the Diversinet Parties) from and against any claim, suit or  proceeding by a third party based on or arising out of (i) the acts or omissions of Reseller in connection with its performance or failure  to perform any other obligations in this Agreement or any agreement with a Customer, and (ii) any unauthorized representation or any  misrepresentation of fact to any third party with respect to one or more of the Diversinet Parties or Products made by Reseller or any  director, officer, agent, or employee of Reseller, provided that:





(i) Diversinet promptly notifies Reseller in writing of any such claim and Reseller has sole control of any related investigation,  defense and settlement negotiations; and  (ii) Diversinet fully cooperates with Reseller, at Reseller's expense, in defending or settling such claim.    (b) Infringement Indemnity. Diversinet shall diligently defend, indemnify and hold Reseller harmless, at its own expense, any action, loss,  cost or expense brought against Reseller to the extent that it is based upon a claim that Reseller's use of the unmodified Products as  permitted herein infringes upon a third party's intellectual property rights, and will pay the resulting costs, damages and legal fees  finally awarded against Reseller through settlement, judgment, arbitration, mediation or otherwise in such action that are attributable to  such claim, provided that:    (i) Reseller promptly notifies Diversinet in writing of any such claim under patent law and Diversinet has sole control of any related  investigation, defense and settlement negotiations; and  (ii) Reseller fully cooperates with Diversinet, at Diversinet's expense, in defending or settling such claim.    (c) Should any of the Products become, or in Diversinet's sole opinion is likely to become, the subject of any third party intellectual  property infringement claim, Reseller shall permit Diversinet, at Diversinet's sole option and expense, to:    (i) procure for Reseller the right to continue to use such Product; or   (ii) modify such Product so that it becomes non-infringing;     (d) Diversinet shall have no liability for any claim based upon:    (i) use of other than a current or the last prior release to the current unaltered version of the Products; or  (ii) use, operation or combination of the Products with non-Diversinet programs, data, equipment or documentation in a manner not  reasonably contemplated by this Agreement, if such infringement would have been avoided but for such uses, operation, or  combination; or   (iii) Reseller's or its agent's activities after Diversinet has notified Reseller that such use may result in infringement provided that the  Reseller has been provided with access to an updated version that would not be infringing.    (e) THE FOREGOING STATES OUT THE ENTIRE LIABILITY OF DIVERSINET, AND THE SOLE AND EXCLUSIVE REMEDY OF  RESELLER AND END-USER, WITH RESPECT TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE  PRODUCTS.    2. Escrow Agreement  The Parties agree to execute an escrow agreement, within 90 days of the Effective Date, with a nationally recognized escrow agent with respect to  the source code for the Products and name Reseller as a beneficiary. Diversinet will then immediately send a copy of the escrow agreement to  Reseller for its counter-signature. Diversinet shall, at least annually, deposit the source code in the escrow account. Costs associated with the  escrow agreement shall be borne by Reseller. Reseller will be provided with a copy of any deposit correspondence and escrow agent's acceptance  thereof. The escrow agreement shall provide, among other terms, that the source code shall be released to Reseller if any of the following events  (collectively the Release Conditions) occurs:    (i) Diversinet ceases to support services at levels as stated in Schedule 5 under this Agreement that is not remedied within  sixty (60) days after receipt of written notice of such failure;   (ii) Diversinet makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or  similar authority, or Diversinet becomes subject to any bankruptcy or insolvency proceeding under federal or state  statutes; or  (iii) Diversinet suspends or ceases to carry on its business and a receiver, trustee or assignee does not carry on the  business.    3. Non-Solicitation  During the Term, the Reseller agrees that it shall not induce any person employed by Diversinet to leave Diversinet's employ to become an  employee of Reseller or its agents or contractors.    4. Relationship  Nothing in this Agreement shall be construed so as to create a joint venture, partnership, employer/employee, franchisor/franchisee or  principal/agent relationship between the Parties. Reseller and Diversinet are independent contracting parties. Neither Reseller nor its employees,  consultants, contractors or agents have any authority to bind Diversinet by contract or otherwise to any obligation.     5. Choice of Forum  This Agreement shall be governed by the laws of the province of Ontario, Canada, without regard to its conflict of laws principles. Any litigation  or other dispute resolution between the Parties relating to this Agreement or its construction shall take place in the courts of Toronto, Ontario,  Canada. The Parties consent to the personal jurisdiction of, and venue in, the provincial and federal courts therein. The Parties agree that the  United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. No action against Diversinet  regardless of form, including negligence, arising out of any claimed breach of this Agreement or transactions under this Agreement may be  brought by Reseller more than two years after the cause of action has accrued.     6. Assignment  Without the express prior written consent of Diversinet (not to be unreasonably refused), Reseller may not assign this Agreement or its interest  herein in whole or in part but Reseller shall continue to be responsible should the assignee fail to perform. Diversinet may assign this Agreement at  any time and in such event, this Agreement shall continue in full force and effect as if the assignee were named as the licensor in the first instance  but Diversinet shall continue to be responsible should the assignee fail to perform. This Agreement shall be binding upon and inure to the benefit  of the successors and permitted assigns of the Parties.    7. Interpretation





This Agreement, including all Schedules, attachments and addenda, is the entire agreement constituting the complete and exclusive statement of  the terms and conditions between the Parties with respect to the subject matter hereof, and cancels and supersedes all previous negotiations,  commitments, writings and agreements that the Parties may have entered into. The Parties acknowledge that they have read this Agreement,  understand it and agree to be bound by its terms and conditions. Except for Diversinet's unilateral right to update certain Schedules as specifically  set out in such Schedules, any subsequent waiver or modification of this Agreement or any part hereof shall only be effective if in writing and  signed by both Parties. No delay or failure to enforce any right under this Agreement shall be considered a waiver of that Party's rights to  thereafter enforce each and every right and provision of this Agreement. In addition, headings set out in this Agreement are an organizational aid,  not a substantive part of this Agreement, and are not intended to limit or expand the language of each section. Any person signing this Agreement  (or any later modifications or addenda) on behalf of Reseller warrants that he or she has the authority to bind Reseller. Time shall be of the essence  of this Agreement.    8. Attorney Fees  The prevailing Party (as determined by the finder of fact) in any law suit or other dispute resolution to enforce or interpret any part of this  Agreement shall be entitled to recover, as a costs of suit, reasonable attorney's fees as determined by the finder of fact (including, but not limited  to, costs, expenses and fees on appeal).    9. Severability  If any part of this Agreement shall be found invalid or unenforceable by a court of competent jurisdiction, said portion shall be severed from the  Agreement, and the remainder shall be interpreted so as to reasonably effect the intention of the Parties. Any limitation of liability, disclaimer of  warranties and exclusion of damages set out in this Agreement are expressly intended to exist independently from, and to be severable from, this  Agreement.    10. Force Majeure  Neither Party shall in any circumstances be liable to the other for any loss of any kind whatsoever including, but not limited to, any damages or  abatement of charges whether directly or indirectly caused to or incurred by the other Party by reason of any failure or delay in the performance of  its obligations hereunder which is due to circumstances beyond the reasonable control of the affected Party, including, without limitation, acts of  God, acts of terrorism, fire, flood, strike, labour disputes, civil, commercial sabotage, statute order or any regulation of any government public or  local authority.    11. Compliance with Laws  The Products include software (Software) that is commercial computer software developed at private expense, and in all respects is proprietary  data belonging solely to Diversinet or its suppliers. Reseller shall comply with all applicable export and import control and other relevant laws of  any applicable jurisdiction. Determination of the applicable law is Reseller's responsibility. Reseller understands that the Products utilize  cryptographic products that are highly regulated.     12. Publicity  The Parties shall use commercially reasonable efforts to issue a joint press release concerning this Agreement after the execution hereof. Any  further use of the other Party's name or logo in any publicity materials is prohibited without such other Party's prior written consent, which  consent shall not be unreasonably withheld.    13. Notices  Any notice, demand, or communication between the Parties shall be deemed given and received: (i) when personally delivered; (ii) when  transmitted by facsimile with proof of transmittal; or (iii) five (5) days after deposit (properly addressed with postage prepaid) with the postal  service for registered/certified mail. The addresses and contact information may be changed at any time by giving written notice as allowed under  this section. Reseller's address and contact information are as set out in Schedule 1. Address and contact information for Diversinet are as follows:   Diversinet Corp.  Attention: Chief Financial Officer  2235 Sheppard Avenue East, Suite 1700  Toronto, Ontario, Canada M2J 5B5  Phone: 416-756-2324 Fax: 416-756-7346    14. Survival  Any terms or conditions of this Agreement by which obligations of either Party are expressed to be applicable or which extend or may extend  beyond termination of this Agreement shall survive the expiration or termination hereof.    15. Language  This Agreement shall be interpreted consistent with its English linguistic construction, and all communications between the Parties shall be  deemed to be conducted in the English language. Reseller will be responsible, at its own cost and expense, for any language and documentation  localization for the Territory.    16. Counterparts  This Agreement may be executed in two or more counterparts, by original or facsimile transmission, each of which so executed shall be deemed to  be an original and such counterparts together shall constitute one and the same document.     IN WITNESS WHEREOF the Parties have signed this Agreement, as of the date first written above, by their duly authorized representatives.    2205925 Ontario Limited  DIVERSINET CORP.

  Signature:__________________________________    Signature:__________________________

Print Name: Dr. Wendy Graham Print Name: Albert Wahbe

Title: President Title: CEO







Schedule 1  Reseller Information

          #

Date Signed_________________________________ Date Signed________________________

Name 2205925 Ontario Limited

Street Address 111 Main Street West, Suite 304

City North Bay, ON

Country Canada

Zip/Postal Code P1B 2T6

Billing Address (if different from above)   Shipping Address (if different from above)   Telephone   Facsimile   Person Signing Contract Dr. Wendy Graham

E-mail Address drgraham@vianet.ca

Primary Technical Support Contact   Address and Contact Information  for Notice section in the Agreement





Schedule 2  Products    Unless otherwise agreed to by the Parties, the Products shall mean the following:    1. MobiSecure® Wallet and Vault  MobiSecure® Vault server allows subscribers to securely store and manage their personal data and other information, select the information to be  downloaded to their mobile devices and share it with others via email, fax or SMS messaging. The MobiSecure® Vault server is designed to host  and manage a variety of different types of personal information e.g. financial, health, identities and passwords. It provides a framework for  administrators to define and customize the information to be hosted and managed and supports a plug-in architecture and web service interfaces  to allow for rapid integration with external information, payment and messaging systems.     MobiSecure® Wallet application works in conjunction with the MobiSecure® vault server. It is designed to run on desktop computers and mobile  platforms including Java based phones, RIM Blackberries®,  Microsoft Windows Mobile®,  iPhone, Android and BREW devices. The Wallet  application provides offline and online access to personal information. Information is stored in the device for instant and offline access securely  using a patented technique. The information is synchronized automatically or upon user's request with the vault server using a secure data  synchronization protocol. Users may use the wallet application to access their information instantly when they are traveling, retrieve additional  information from the vault server or send their information to others via email, SMS or fax. The wallet application includes an embedded software  One-Time-Password (OTP) token to allow for secure and easy access to the vault server using dynamic password based authentication.     The MobiSecure® Wallet SDK and MobiSecure® Vault API allows customers and third party developers to build secure mobile applications by  leveraging Diversinet's Wallet secure container services.    Applications features and benefits (utilizing Wallet and Vault) include:  Patient Portal  The Patient Portal is a set of web pages designed to permit patients to display, add, delete and update information pertaining to their  demographics, attending physicians, chronic conditions, allergies, immunizations and messages received from registered doctors and clinical  staff.    The Physician's Tool  This is a windows based application which permits doctors and authorized 'circle of care'  workers to access patient records stored in the  information repository. These users may add, delete or update the patient records and may also 'Validate' existing records. Validation consists  of marking the records as 'Validated' and making them read only from that point to maintain record values that the physician has agreed to by  validating the record.    The Physician's Tool also can create and display secured messages to the patient which will be protected by the Diversinet MobiSecure® Health platform. The tool can also display a complete record of messages sent to the patient with associated time and date of acknowledgment  from the patient. The administrator users of the tool can also add and delete doctors and other circle of care worker accounts in order to  administer the operation of the clinical side of the Diversinet Platform.    Message Manager  The Message Manager is a tool used to collect and display incoming patient messages to the clinic and answer's to previously sent  questions from the clinic. The Message Manager permits the user to prepare reply messages as well as automatically preparing an audit trail of  all display and reply activities.    Message Generator  The Message Generator is an extension of the messaging tool in the Physician's Tool above, used to create user reminder messages based  upon reminder criteria and the user records in the repository for recurring action requirements. Examples include recurring tests (i.e. PAP,  colonoscopy, recurring blood work supporting medications), reminders about health and lifestyle choices, medication reminders.)     2. MobiSecure® Strong Authentication  MobiSecure® Strong Authentication is a fully automated, OATH-standards based strong authentication server product. It is available as a fully  configured appliance or a packaged software product and is designed to be easy to deploy and easy to use for high-volume Internet or wireless- based strong authentication. Its supported clients operate on mobile phones, personal computers, USB stick and can also be embedded into  microchip or smart card technologies.    The system supports Over-the-Air and Over-the-Web MobiSecure SoftToken delivery. The same system also supports the MobiSecure Validation  Server for ongoing one-time password (OTP) validation for user authentication. MobiSecure Strong Authentication components are:    The MobiSecure® Strong Authentication Platform contains the following components:  1. MobiSecure Provisioning Server  2. MobiSecure Validation Server  3. MobiSecure SMS Server  4. MobiSecure Registration/Administration Server  5. MobiSecure SoftToken Client    MobiSecure® SoftToken: MobiSecure SoftToken is a client-side software token that is available as a Mobile SoftToken or as PCToken. It can be  easily delivered, downloaded and embedded into a user's personal computer, PDA or mobile phone. It performs basic functions for managing and  generating one-time password values. The client-side software token is easily delivered, downloaded and installed into a user's device.  MobiSecure® SoftToken supports both time based and event based one-time passwords. Event based one-time passwords expire once they are  used and are no longer valid. Time based one-time passwords expire once they are used or the valid time period elapses, whichever comes first.    MobiSecure® SoftToken can be embedded into customer client applications using SDK's for mobile platforms and Windows PC. Key features of





the MobiSecure® Strong Authentication Toolkit are listed below:  1. Lightweight library allows for a modular implementation- use only the components you need  2. Client API available in C and Java programming languages for software clients  a. Allows organizations to develop their own clients or integrate with existing applications  b. DLL provided for rapid development on Microsoft Windows platform  3. Server API  a. SPML interface for integrating enterprise applications  b. SPML Java client libraries for rapid integration  c. Free Radius interface to OTP Validation Server    3. MobiSecure® SMS Messaging  MobiSecure® SMS Messaging leverages the familiarity and popularity of SMS messaging to create a secure messaging solution that utilizes state  of the art AES encryption technology to securely transmit and receive SMS messages. Messages can be both 1-Way (Push) based and 2-Way  (Pull or Push-Pull) based between mobile users and backend server applications. Unlike traditional SMS service, MobiSecure® SMS Messaging  subscribers will automatically receive message delivery and read confirmations on their mobile device.    The MobiSecure®  SMS Messaging solution offers a fully integrated secure gateway environment. This simplifies and eliminates extensive  integration efforts with multiple gateways globally. High-level APIs, allow for the submission of text messages from a third party application or  directly from the handset itself.





Schedule 3  Territory, Sales Targets, Prices and Discount    Annual Minimum Commitment (Annual Minimum Commitment or AMC). During the Term of the Agreement, Reseller shall pay to Diversinet  an Annual Minimum Commitment, payable as follows:    a) A total of four hundred thousand ($400,000) dollars shall be paid by Reseller to Diversinet as of the Effective Date.  b) A total of seven hundred thousand ($700,000) dollars shall be paid by Reseller in quarterly instalments of $175,000 to Diversinet on each of  December 1, 2011, March 1, 2012, June 1, 2012 and September 1, 2012.  c) A total of one million ($1,000,000) dollars shall be paid by Reseller in quarterly instalments of $250,000 to Diversinet on each of December 1,  2012, March 1, 2013, June 1, 2013 and September 1, 2013.  d) A total of one million three hundred thousand ($1,300,000) dollars shall be paid by Reseller in quarterly instalments of $325,000 to Diversinet  on each of December 1, 2013, March 1, 2014, June 1, 2014 and September 1, 2014.  e) A total of one million six hundred thousand ($1,600,000) dollars shall be paid by Reseller in quarterly instalments of $400,000 to Diversinet on  each of December 1, 2014, March 1, 2015, June 1, 2015 and September 1, 2015.    AMC Tokens. For each contract year that the AMC applies, Diversinet shall deliver to Reseller the number of End User licenses equal to the  contract year AMC divided by twenty-four (24) in satisfaction of the AMC. For the first contract year, the applicable service license fees for the  Mihealth pilot production shall be deducted from the AMC. There is no carryover of the AMC from one year to the next.     AMC Termination. After the first year and upon 180 days written notice, Reseller may terminate the AMC. Termination of the AMC by Reseller  shall eliminate any exclusivity of the Reseller in the Territory.    Territory  Assuming that the AMC amounts have been paid and the Reseller has not terminated the AMC, Reseller shall have the exclusive right to contract  with Canadian head quartered companies and governmental and broader public sector entities located in Canada (the Territory). Furthermore,  Reseller will have the non-exclusive right to contract in the rest of the world, excluding the United States.    Sales Targets  After AMC termination, Reseller shall generate at least the following amount of new sales of the Products in each contract year (for the purpose of  this Schedule 3, a contract year shall be each 12-month period commencing after the termination by Reseller of the AMC). New sales are defined as  the aggregate amount of all Product sales and Support Fees paid by Reseller pursuant to pricing set out below, inclusive of any applicable  discounts and exclusive of applicable taxes. If Diversinet materially reduces Reseller's Territory, the Parties shall negotiate and, acting reasonably,  adjust Reseller's sales targets.    Contract Year 1: $750,000 (quarterly targets at ¼ of annual amount)  Contract Year 2: $1,000,000 (quarterly targets at ¼ of annual amount)  Contract Year 3: $1,250,000 (quarterly targets at ¼ of annual amount)  Contract Year 4 onward: $1,500,000 (quarterly targets at ¼ of annual amount)    Product Prices and Discount:  Diversinet maintains a product price list that details the products available and the list price. The product price list is incorporated by reference to  this Agreement. The Product List Price is subject to change by Diversinet upon provision of at least thirty (30) days' written notice to Reseller.    Reseller shall be entitled to the following discount to the following Diversinet's standard pricing:  Discount %  For annual revenues < $1m 30%  For annual revenues > $1m and <$2m 40%  For annual revenues > $2m 50%    Product Price List Terms and Conditions  ÿ Price proposals are valid for 30 days and subject to change by Diversinet at its sole discretion  ÿ All prices are expressed in United States dollars  ÿ Prices do not include any applicable taxes  ÿ Prices do not include shipping and additional charges  ÿ Support and maintenance fees are 20% of the server license fee, payable annually in advance after the first year and include: patch,  maintenance and major release updates, Diversinet online technical support and email/phone technical product support from Monday- Friday, 9:00a.m.-5:00p.m., excluding statutory holidays  ÿ Optional maintenance and level 2 support and training is available at $1,500 per person day (excluding travel and out-of-expenses)  ÿ Professional services are available at $1,500 per person day (excluding travel and out-of-expenses)    SCHEDULE 4

CUSTOMER TERMS & CONDITIONS

Reseller agrees to include terms and conditions in its Customer agreements that are reflective of the following:

(a) the Customer is granted a non-exclusive, non-transferable and non-assignable right to use the Products solely for their intended use;    (b) the Customer may not reverse engineer, decompile, alter, transfer, modify or create a derivative work of the Product;    (c) no ownership rights to the Products and documentation are transferred to the Customer;    (d) the Customer may not use the Products otherwise than as a part of the equipment, hardware or software in which any Product has been  incorporated or for which it has been delivered;





  (e) the Customer may not remove any proprietary, copyrights, trade secret or warning legend from any Products or documentation or copies  thereof;    (f) the Customer may not furnish the Products or documentation into any country in violation of any export control laws or regulations.    The Reseller's agreements with its Customers shall also contain disclaimers of warranties and limitations of liabilities with respect to the Products  and documentation at least as restrictive as those set forth in this Agreement.  SCHEDULE 5  Service Level Agreement    1. Overview. This Support Plan Schedule (SLA)  details the terms for technical support provided by Diversinet during the term of this  Agreement to the Reseller's Technical Support team, provided however, Reseller is current with payment of all fees. The Reseller's  Subscribers shall interface with the Reseller Technical Support only. The Reseller Technical Support shall escalate product issues of a certain  severity and above to Diversinet Technical Support. This SLA specifically addresses: (i) the service levels definition, measurement and  minimum service standard in effect for the product, and (ii) technical support definition, availability and response timeframes.     1.1 Reseller Technical Support Escalation Path Around Product Issues    1.a.1 Subscriber call arrives at the Reseller Level 1 Support: the Reseller Level 1 Support will open a trouble ticket and attempt to  resolve the issue. If no resolution, trouble ticket escalates to the Reseller Level 2 Support.    1.a.2 Level 2 Support attempts to resolve the Subscriber trouble ticket utilizing documentation, tools and procedures provided with  the product. If Level 2 Support can't resolve the problem, Level 2 shall make a judgment call as to whether this appears to be a  Subscriber problem or a Diversinet product related problem. Level 2 will escalate the trouble ticket to the Reseller Engineering  Maintenance and Escalations. (EME).    1.a.3 The Reseller's EME will investigate. If this is indeed a Subscriber related problem, EME will be responsible for resolution. If EME  determines this is actually a Diversinet Software issue, EME will send the trouble ticket back to Level 2 for dispatch to  Diversinet. Level 2 Support will escalate the trouble ticket to Diversinet for resolution. Level 2 Technical Support still owns the  Subscriber relationship. Anyone in Reseller Level 2 Technical Support can escalate to Diversinet.     1. Diversinet Support Service Availability.    Technical Support Availability.  Diversinet Technical Support will be available to accept and respond to problem calls or email from  Reseller's Technical Support from 9:00 am - 5:00 pm Eastern Standard Time (US), 5 days a week (Monday through Friday), 52 weeks a year,  excluding United States and Canadian national holidays. During such hours, technical support calls or email will be answered immediately by  the support staff. Diversinet will provide a phone option to speak directly to a trained technical support representative. Diversinet will make  the reasonable commercial effort to answer promptly to calls.    2.1 Diversinet Contact information

  2.2 Reseller Contact information

  2.3 Response Time  Response Time shall mean the time it takes to respond to a request specific to the Severity (defined below) of the incident as described  below. In the event the response time is not met the incident shall be escalated as described below.    Escalation of Incident: Definitions of Severity levels    Severity 1 Problems. Severity 1 Problems generally include any events that have a significant impact on the operations of the system and  have an impact on Subscribers' use of the Software, such as:   ÿ

Designation Name (if  applicable)   Direct Tel. No  Cell Tel  E-Mail

Technical Support N/A 416 756 2324 x 300 N/A support@diversinet.com

Technical Support &  Escalation Manager   Charles Blair 416 756 2324 x 234 416 562 1773 cblair@diversinet.com

TS VP  David Annan 416 756 2324 x 232 416 587 0108 dannan@diversinet.com

Designation Name (if  applicable)   Direct Tel. No  Cell Tel  E-Mail

Technical Support &  Escalation Manager

TS VP

System or application is down or unavailable; transactions can't be processed.   ÿ Any event that significantly disrupts or threatens to disrupt service levels of the Software due to errors in the software, tools or  system configuration provided by Diversinet.   ÿ Any online application outage that significantly impacts the online availability and service level of the Software.   ÿ Consistent degradation of performance (response time or function) that significantly impairs the Software.   ÿ Any repeating unresolved incidents that have significant impact on the operations of the Diversinet Based Service or Subscribers'  use of the Software.





ÿ Resolution may involve software changes, configuration modifications, operating procedure changes or 'workarounds'. Resolution  shall be defined as a situation wherein the system is restored to a state wherein the effective outage is relieved.    Severity 2 Problems. Severity 2 Problems generally includes any events (other than Severity 1 Problems) that adversely affect the operation  of the Diversinet Based Service or the User Software, such as:   ÿ An error that disables only certain non-essential functions of the User Software and may result in degraded operations, including  without limitation, an error that results in computer transactions not processing properly.   ÿ An error/event that disables only non-essential functions of the User Software, but also adversely affects the use of the User  Software.   ÿ Resolution may involve software changes, configuration modifications, operating procedure changes or 'workarounds'. Resolution  shall be defined as a situation wherein the system is restored to a state wherein the effective outage is relieved.    Severity 3 Problems: Severity 3 Problems generally includes minor events that do not have a significant impact or adverse effect on the  operation or performance of the Diversinet Based Service or the User Software.     Severity 4 Problems: Severity 4 Problems generally are potential Software enhancements or feature requests that Subscribers request of  Reseller Technical Support. This is to help Diversinet track Reseller's requests and process them appropriately.    Problem Isolation: Diversinet Technical Support will provide best efforts to mitigate all service affecting conditions which may arise. For each  S1 - S3 incident Diversinet will produce an Incident Report provided to Reseller. Situations where there are unapproved variations made in the  approved design, configuration, network or systems environments are not covered under this SLA. Furthermore, this SLA does not cover  problems encountered by end users relating to hand held devices hardware, software and network problems that are outside the control of  Diversinet or not supported by Diversinet. Diversinet will inform/publish to Reseller a quarterly list of mobile devices, related software and  network operators and telecommunication companies that can support Diversinet software, products and services.    Resolution Target: Diversinet will commit to provide a resolution to problems caused by its software, tools or procedures. Every effort will be  made to prevent maintenance procedures during Scheduled Maintenance Times from affecting service availability.     Table 1: Escalation Tiers and Initial Response Times

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Priority  Level  Technical Support Initial  Response (in Hours)  Escalation to Manager (in  Hours)  Escalation to VP (in  Hours)

S1 1 2 3

S2 2 4 24

S3 4 8 48

S4 Next Business Day





SCHEDULE 6   PERSONAL INFORMATION  Definitions, Interpretation  1) In this Exhibit D:

a) Agreement  means the License Agreement between Diversinet Corp. (Licensor)  and 2205925 Ontario Limited (Licensee)  with  effective date of January 10, 2011;

b) Personal Information means information that is defined as personal information in PIPEDA, including without limitation personal  health information, that is held, transmitted or stored on or by the Software licensed to Licensee under the Agreement;

c) PIPEDA means the Personal Information Protection and Electronic Documents Act (Canada); and

d) Services means the services provided by Licensor to Licensee under the Agreement including without limitation, the Support Services.

2) Any capitalized term that is not defined in section 1 above has the meaning attributed thereto in the Agreement.

3) The parties acknowledge and agree that:

a) Licensee represents that it is an organization subject to PIPEDA and Licensor is a third party service provider to the Licensee in  connection with the Services;

b) Licensee's End Users shall interface with Licensee Technical Support only and in general, Licensor will not require access to Personal  Information to provide the Services;

c) notwithstanding subsection 3(b) above, Licensor may from time to time require access to Personal Information to provide the Services;

d) Licensor shall only access Personal Information with the prior written consent of Licensee;

e) Licensor shall not download, which for the purposes of this Privacy Exhibit includes copy, hold or otherwise save Personal Information,  without the prior written consent of Licensee and for greater certainty, consent to access Personal Information does not constitute  consent to download Personal Information;

f) where Licensor receives consent to access, access and download or access and otherwise use Personal Information, the terms and  conditions of this Privacy Exhibit shall apply to Licensor in relation to those activities; and

g) where Confidential Information of the Licensee is also Personal Information, the provisions of this Privacy Exhibit take priority over  section 7 of the Agreement in the event of any conflict.

Ownership of Personal Information/ Prohibition on Disclosure  4) Nothing in this Privacy Exhibit shall be interpreted or construed to give Licensor any interest in or control of Personal Information and for  greater certainty, as between Licensor and Licensee, Licensee owns and controls and shall continue to own and control Personal Information.

5) Licensor shall not disclose Personal Information. For clarity, the use of Personal Information by employees, agents and representatives of  Licensor in accordance with this Privacy Exhibit does not constitute the disclosure of Personal Information by Licensor to those employees,  agents and representatives.

Safeguards   6) Notwithstanding any provision to the contrary in the Agreement, Licensor shall not subcontract or assign any of the Services that may  require access to or the downloading or other use of Personal Information except with the prior written consent of Licensee or as required to  be disclosed by a governmental agency or third party as expressly required by operation of law, regulation or court order.

7) Licensor shall use security safeguards that meet or exceed industry standards to protect Personal Information against such risks as loss and  unauthorized access, collection, use, disclosure and destruction.

8) Notwithstanding any provision to the contrary in the Agreement, Licensor shall not, except with the prior written consent of Licensee, access  or use Personal Information from outside Canada or transmit Personal Information outside Canada.

9) Where Licensor downloads Personal Information in accordance with this Privacy Exhibit, Licensor shall prohibit its employees, agents and  representatives from downloading Personal Information onto any portable device, unless the information is encrypted in accordance with  industry standards for strong encryption.

10) Licensor shall segregate Personal Information from information of any person other than Licensee.

11) Subject to a written direction from Licensee to securely destroy Personal Information, upon the expiry or termination of the Agreement and at  any other time at the request of Licensee, Licensor shall promptly return to the Licensee Personal Information that Licensor downloaded in  accordance with this Privacy Exhibit.

Inspection and Audit  12) In addition to any other rights of inspection, review and audit Licensee may have, Licensee or a person appointed by Licensee may, at any  reasonable time, on reasonable notice to Licensor, at Licensee's sole cost and expense, enter any location from or in which Licensor has  accessed, used or downloaded Personal Information to inspect, review and audit the equipment, systems (including without limitation security  systems), documents, processes and practices that are used in connection with the provision of the Services for the purpose of assessing  Licensor's compliance with this Privacy Exhibit. Licensor shall provide all reasonable assistance to Licensee in relation to any such  inspection, review and audit.

13) Licensor shall track the access, downloading and use of Personal Information, in accordance with this Privacy Exhibit, by its employees,  agents and representatives and maintain a record of such activities. Within twenty-four hours of a request, Licensor shall provide Licensee





with a copy of any or all of the records created and maintained under this section 13.

Licensor Employees, Agents, Representatives  14) Licensor shall ensure that it only permits access to Personal Information to those of its employees, agents and representatives who: (a) will  need access to Personal Information to deliver the Services; (b) have received training in the protection of Personal Information; and (c) have  agreed to comply with the provisions of sections (5), (8), (9), (10) and (12) of this Privacy Exhibit.

Notice of Non-Compliance  15) If for any reason Licensor does not comply or anticipates that it shall be unable to comply with a provision of this Privacy Exhibit in any  respect, Licensor shall promptly notify Licensee of the particulars of the non-compliance or anticipated non-compliance and of the steps it  proposes to take to address or prevent the recurrence of the non-compliance or anticipated non-compliance.

Default   16) Notwithstanding anything to the contrary in the Agreement, Licensor acknowledges and agrees that a breach of this Privacy Exhibit by  Licensor which remains uncured for a period of sixty (60) days shall constitute a material breach and grounds for the termination on notice of  the Agreement by Licensee without cost or liability to Licensee. Without limiting the foregoing, Licensor agrees that in addition to any other  rights or remedies Licensee may have for material breach of the Agreement, Licensee has the right to an injunction or other equitable relief in  any court of competent jurisdiction enjoining a threatened or actual breach of this Privacy Exhibit by Licensor.

No Withholding  17) Licensor shall not, and hereby forever waives any and all right to, refuse to return Personal Information to enforce any alleged payment  obligation or in connection with any dispute connected with the Agreement or any other matter between Licensor and Licensee.

Survival  18) The obligations of Licensor under this Privacy Exhibit shall survive the termination of the Agreement.

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Question: 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.

Answer:
37354