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

Q: 1

                   EXCLUSIVE DISTRIBUTOR AGREEMENT

     EXCLUSIVE DISTRIBUTOR AGREEMENT (Agreement) dated as April 15, 1994 by and between IMRS OPERATIONS INC. d/b/a IMRS INC., a Delaware corporation with its principal place of business at 777 Long Ridge Road, Stamford, Connecticut 06902, U.S.A. (hereinafter referred to as Developer) and Delteq Pte Ltd, a Singapore company (and a subsidiary of Wuthelam Industries (S) Pte LTD) with its principal place of business at 215 Henderson Road, #101-03 Henderson Industrial Park, Singapore 0315 (hereinafter referred to as Distributor).

     WHEREAS, Developer has developed certain computer programs and related documentation more particularly described in Schedule A attached hereto (the Products) and desires to grant distributor the right to market and distribute the Products in Singapore, Malaysia, Indonesia, Thailand, and Brunei (the Territory); and

     WHEREAS, Distributor is in the business of marketing and distributing computer-related products and desires to have Developer grant to it the right to market and distribute the Products in the Territory.

     NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties hereto agree as follows:

1.   LICENSE

     1.1  Exclusive Distribution License.              ------------------------------

     Upon the terms and subject to the conditions of this Agreement, Developer hereby grants to Distributor an exclusive, non-transferable fight and license to market and distribute the Products in the Territory. Distributor shall distribute the Products to existing and new customers of Distributor located in the Territory (the End-Users) who enter into an End-User License Agreement (as hereinafter defined). The Products shall be in executable object code form only and Distributor shall have no fight to the source code of such Products. The Products distributed to End-Users shall be in executable object code form only. Distributor shall not itself, nor allow others to modify, translate, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Products supplied hereunder, or adapt the Products in any way or for use to create a derivative work. Should Distributor wish to create such a derivative work, Distributor must first seek and obtain express written permission to do so from the Developer and Developer may withold such permission at its sole discretion. Distributor may not, and may not permit End-Users to, use, reproduce, siblicense, distribute or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.

                                   1

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     1.2  The Territory.              -------------

     Distributor may market and distribute the Products solely within the Territory. Distributor shall not have the right to establish third-party agreements for the license, sale, installation and/or support of the Products in the Territory or elsewhere, without the prior written approval of Developer, which approval may be withheld for any reason.

     1.3  License of the Products to End-Users; Other Responsibilities of              --------------------------------------------------------------- Distributor. - - - -----------

     (a)    In connection with Distributor's license and distribution of the Products to End-Users, Distributor will have End-Users execute a Software License Agreement in the form attached hereto as Schedule B (the End-User License Agreement). Distributor may not negotiate the terms of the End-User License Agreement with any prospective End-User or agree to any conflicting, different or additional terms from those set forth in the End-User License Agreement without Developer's prior written consent. Developer shall have no liability to Distributor in the event any prospective End-User refuses to agree to enter into an End-User License Agreement.

     (b)   Distributor will at all times during the term hereof use all reasonable efforts to promote and increase sales of Products throughout the Territory, and will work diligently to obtain orders for Products. Developer shall, during the term hereof, adopt such policies, strategies, prices, customer license terms and conditions, and decisions which will reasonably support Distributor in promoting and increasing sales of Products throughout the Territory and shall respond to Distributor as soon as reasonably practicable with respect to the foregoing.

     (c)    Distributor will promote the sale of Products throughout the Territory to End-Users by means of personal visits, presentations, seminars, correspondence. Specific marketing and sales programs will be defined jointly by Distributor and Developer.





     (d)   Distributor hereby acknowledges that prompt, courteous and professional service of all End-Users and the fostering and maintenance of good relations with End-Users is of paramount importance to Developer, and Distributor hereby agrees to use reasonable efforts to so serve End-Users and promote such relations with End-Users. Distributor shall call upon End-Users regularly, provide assistance and information to End-Users as requested by End-Users or Developer, serve as liaison between End-Users and Developer, and comply with such policies and procedures as Developer may from time to time communicate to Distributor.

     (e)    Distributor shall take all necessary steps to ensure that it and all of its sales personnel are fully familiar with and can effectively demonstrate the Products, are familiar with the Developer's then-current price list, and applicable Developer policies and procedures.

     (f)    Distributor shall attend such annual sales and consulting meetings for, among other things, training and education as Developer shall reasonably require. Distributor

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shall be responsible for the cost of any travel or lodging for attendance at such meetings required by Developer.

     (g)   All payments by End-Users for Products shall be made directly to Distributor, and Distributor shall so advise Developer of the End-Users to whom sales are made.

     (h)   Distributor will not incur or create any liability on behalf of Developer or in any way pledge or purport to pledge the credit of Developer.

     (i)   Distributor will: (i) work closely with Developer to implement the agreed upon sales strategy and marketing strategy for Developer in the Territory; (ii) prepare any market survey or other marketing or sales report reasonably requested by Developer from time to time; and (iii) inform Developer promptly of any commercial, financial, technical or other information which would be of interest to Developer, including but not limited to foreseeable developments regarding End-Users' needs of which Distributor becomes aware.

     (j)   Distributor will observe all directions and instructions given by Developer in relation to Developer's commercial policy, delivery and payment terms and the distribution of Products, and, in the absence of any such directions or instructions in relation to any particular matter, will act in such manner as Distributor reasonably considers to be most beneficial to the best interests of Developer.

     (k)   Distributor will observe and take all necessary or appropriate steps to observe the standards and technical specifications applicable to Developer's business as may be communicated from time to time by Developer to Distributor.

     (1)   Developer shall be the sole source of all copies of the Products or their components distributed by Distributor under the terms of this Agreement. Furthermore, Developer's and the Product names shall appear on the initial screen in all cases. Distributor may mark all such products and materials with its own names or logos to indicate that the Distributor is a marketer of the Products, provided that any such label or lettering is no larger in size than that used for the name and logo of Developer.

     (m)   Distributor shall allocate a minimum of two (2) dedicated people to sell and support the Products full-time. Distributor shall immediately notify Developer in the event that these people are assigned additional responsibilities that prevent them from remaining dedicated to the Products full-time.

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     1.4  Product Changes.              ---------------

     Developer retains the right, in its sole discretion, to upgrade or modify the Products from time to time. In addition, upon ninety (90) days prior written notice to Distributor, Developer may add or delete Products from Schedule A. Upon receipt of any such notice of any upgrade or modification, or upon the expiration of the notice period set forth above for additions or deletions to Schedule A, Distributor shall cease to market and distribute earlier versions of the Products and/or Products deleted from Schedule A.

     1.5  License to Use Trademark and Trade Name.              ---------------------------------------

     Any and all trademarks and trade names which Developer uses in connection with the license granted hereunder are and shall remain the exclusive property of Developer. Nothing contained in this Agreement shall be deemed to give Distributor any right, title or interest in any trademark or trade name of Developer relating to the Products. Subject to notice in writing from Developer which modifies or cancels such authorization, during the term of this Agreement, Distributor may use at no charge the trademarks and trade names specified by Developer in writing for normal advertising and promotion of Products. Developer occasionally uses third party trademarks, trade names or screen shots in advertising; Distributor may not use such trademarks, trade





names or screen shots in writing for advertising without the prior written permission from the third party developer.

2.     PRICE, PAYMENT AND SHIPMENT.        ---------------------------

     2.1    Price.                -----

     Distributor shall adhere to the then current Developer Prices for each Product (collectively, the Prices). Developer's current Prices for each Product are set forth in Schedule C. Developer may increase or decrease the Prices for any or all Products upon written notice to Distributor. Distributor must receive, for each instance, express written permission from Developer to sell Product at any price other than such Prices.

     2.2.   Orders, Payment and Shipment.                ----------------------------

     Upon Developer's receipt of a written order from Distributor (each an Order) together with a copy of an executed End-User License Agreement and Contract Summary Form (Appendix D), Developer will ship to Distributor the designated quantities of the Products. At Distributor's expense, the Products shall be shipped by Developer to Distributor F.O.B. origin, freight pre-paid, with risk of loss to pass to Distributor upon delivery of the Products by Developer to a common carrier. Notwithstanding the above, upon notice to Distributor, Developer may ship the Software directly to Distributor's customer. The terms and conditions of this Agreement shall apply to all Orders submitted to Developer by Distributor. Orders issued by

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Distributor to Developer are solely for the purpose of requesting delivery dates and quantities. All Orders shall be subject to acceptance by Developer; Developer will not unreasonably delay acceptance of any order. Developer shall use reasonable efforts to deliver accepted Orders but shall not be liable for any damages to Distributor or to any third party caused by Developer's delay or error in filling, or failure to fill, any Orders for any reason. Except as otherwise provided herein, all fees and expenses payable hereunder for which Developer issues an invoice to Distributor shall be due and payable thirty (30) days from the date of the invoice. A late payment charge of the lesser of one and one-half percent (1.5%) per month or the highest interest rate allowed by applicable law shall be charged upon all unpaid amounts due hereunder for more than thirty (30) days.

     2.3 Reporting; Royalties.             --------------------

     Distributor shall submit Monthly Sales and Royalty Reports and make payments to Developer as provided herein. All royalties paid to Developer shall be based upon Developer's list prices in U.S. Dollars, except as otherwise agreed in writing by Developer.

     Software license fees associated with Software license agreements in which the sales cycle begins on or after May 1, 1994 (hereinafter New Software license agreements) for Product sites located in the Territory, shall be allocated and distributed as follows:

              Gross Software Revenue Generated     % to Distributor                  --------------------------------     ----------------                  Per Annum July 1- June 30

              US$O -- $999,999                          40%                  US$1,O00,000 +                            50%

     On July 1 each year, the gross software revenue generated figure will be reset to zero and the accumulation of software revenues will restart.

     However, the foregoing allocation of such fees associated with the New Software license agreements involving a headquarter Product or other site licenses situated outside of the Territory may be subject to reduced percentages to Distributor due to royalties owed to other Developer entities, affiliates, or distributors located outside the Territory, who may also have participated in the sale. Each such situation will be evaluated individually and a final decision on the royalty due will be based upon each party's relative contribution and will be made in Developer's sole discretion. The general guidelines for such cases are outlined in Appendix E (Bergamo Rules).

     Installation, consulting, and training fees associated with the Products are due and payable to the party performing the services.

                                    5    6

     License Renewal and Maintenance Fees will be split evenIy with 50% distributed to Developer and 50% distributed to Distributor, also subject to paragraph 4 of this section 2.3.

     Distributor will submit a monthly report to Developer which accurately identifies the Software license fees, maintenance fees, and any other fees set forth in this Agreement (repons outlined in Schedule D). This report is due at





the earliest possible time, but in no event later than ten (10) days following the end of each calendar month Payment by Distributor of the applicable royalty fees to Developer shall accompany the report; provided, however, that Developer shall have the reasonable fight to inspect Distributor's books from time to time during the term hereof and for a one (1) year period after the termination of this Agreement for purposes of verifying the royalties payable to Developer. In addition, Distributor shall report the acquisition of each new license  for the Software system to Developer and will provide either an English translation of the End-User License Agreement or a completed contract extract schedule in the form of Exhibit D (Contract Summary Form) within one (1) day of accepting the order.

     24  Inspection and Acceptance.             -------------------------

     Distributor shall inspect all Products immediately upon delivery and shall, within seven (7) calendar days, give written notice to the common cartier and Developer of any claim for damages or shortages. Distributor shall give written notice to Developer within thirty (30) calendar days of delivery in the event that any Product does not conform with the terms of this Agreement. If Distributor fails to give any such notice, the Products shall be deemed accepted for all purposes of this Agreement.

     2.5    Taxes.                -----

     In addition to the Prices and other fees payable hereunder, Distributor shall record and pay any federal, state, local or other duties, withholding and excise taxes, now or hereafter applied on the sale, transportation, import, export, licensing or use of the Products including sales tax, value added tax or similar tax. Any taxes imposed by federal, state or any local government or any amount in lieu thereof, including interest and penalties thereon, paid or payable at any time by Developer in connection with Developer's license to Distributor, exclusive of taxes based on Developer's net income, shall be borne by Distributor.

     Distributor shall co-operate with and assist Developer, as reasonably necessary, to obtain United States tax credits for any duties or taxes described in this Section 2.5 which may be credited to and/or recovered by Developer and applied by Developer to reduce its United States tax liability. In the event Developer obtains any such tax credits, Developer shall notify Distributor of the amount thereof and Distributor shall be entitled to apply such amount against future amounts payable by Distributor to Developer hereunder.

                                    6

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3.  MAINTENANCE AND SUPPORT.     -----------------------

     3.1   Distributor Support               -------------------

     Distributor shall remain solely responsible for all installation, maintenance, consulting and support services to the End-Users with regard to the Products. Developer agrees to deliver to Distributor together with the first Order delivered to Distributor a copy of the Product to be used solely by Distributor's personnel providing installation, maintenance, consulting or support services to End-Users and shall only be used at Distributor's site. Distributor's failure to maintain the confidentiality of the Products pursuant to the terms of this Agreement shall be deemed a material breach of this Agreement. As mutually agreeable, Developer, Developer's affiliates, or Distributor may each provide local support to the sites of multi-location clients, each on behalf of the other where the provisions of such support will enhance the quality of support provided to the client. Such services will be provided at the local billing rate or such alternative billing rate as shall be agreed between the parties. The party providing the support shall receive all revenues arising therefrom unless otherwise agreed. Furthermore, it is understood that travel expenses, if any, are to be borne by the client utilizing the support services or by the Distributor unless otherwise agreed. For End-Users that have a World Wide Retainer in place, Distributor will provide local support in the Territory as defined in the World Wide Retainer (Schedule F).

     3.2    Audit Rights.                ------------

     Distributor shall maintain accurate books and records of all End-User License Agreements granted for the Products (which will include at a minimum the location, type and number of products and sites, renewal and payment terms and any special conditions or terms), the End-Users receiving maintenance, and consulting and support services, payable under this Agreement. Upon reasonable notice to Distributor, Distributor shall make such books and records available to Developer, at Distributor's place of business during normal business hours, to audit the payments being made by Distributor hereunder.

     3.3  End-User Training and Developer Consulting Services              ---------------------------------------------------

     Distributor shall be solely responsible for the training of End-Users. Developer may be available at its then current standard rates to provide training, special enhancements, customization and other special work or services to either Distributor or End-Users.





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4.     CONFIDENTIALITY AND PROPRIETARY RIGHTS.        --------------------------------------

     4.1    Confidentiality.                ---------------

     Distributor acknowledges that in the course of dealings between the parties, Distributor may acquire information about Developer, its business activities and operations, its technical information and trade secrets, including but not limited to the Products, all of which are highly confidential and proprietary to Developer (the Confidential Information). Confidential Information shall not include information generally available to or known by the public, or information independently developed outside the scope of this Agreement. Distributor shall hold all such Confidential Information in strict confidence and shall not reveal or use the same except pursuant to a court order or upon written request of Developer. The Confidential Information shall be safeguarded with at least as great a degree of care as Distributor uses to safeguard its own most confidential materials or data relating to its own business, but in no event less than a reasonable degree of care.

     4.2    Proprietary Rights.                ------------------

     Distributor acknowledges and agrees that the Products, and all copies thereof, constitute valuable trade secrets of Developer and/or proprietary and confidential information of Developer and title thereto remains in Developer. Ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the Products are and shall remain vested in Developer. All other aspects of the Products, including without limitation, algorithms, models, programs, methods of processing, design and structure of individual programs and their interaction and programming techniques employed therein shall remain the sole and exclusive property of Developer and shall not be sold, revealed, disclosed or otherwise communicated, directly or indirectly, by Distributor to any person, company or entity whatsoever other than as expressly set forth herein. The copyright notice and restricted rights legends contained in the Products shall appear on all tapes, diskettes and other tangible media distributed by Distributor.

     4.3    Specific Remedies.                -----------------

     If Distributor commits a breach of any of the provisions of Sections 4.1 or 4.2 above, Developer shall have, in addition to all other fights in law and equity, (a) the right to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to Developer and that money damages will not provide an adequate remedy, and (b) the right to require Distributor to account for and pay to Developer all compensation, profits, monies or other tangible benefits (collectively Benefits) derived or received as the result of any transactions constituting a breach of any of the provisions of this Article 4, and Distributor hereby agrees to account for and pay such Benefits.

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     4.4    Covenant Not to Compete.                -----------------------

     During the term of this Agreement and for a period of two (2) years after the termination hereof for any reason, Distributor will not market, or attempt to market, a computer program which competes in any way with the Products in the areas of consolidation, financial information, financial transaction processing, reporting, data collection, or modeling, including but not limited to the use of personal computers, nor which competes with any modification, alteration or enhancement to the Products which is developed during the term of this Agreement.

5.  LIMITED WARRANTY.     ----------------

     5.1 Limited Warranty.             ----------------

     For ninety (90) days after delivery of a Product to Distributor, Developer warrants that media upon which the Products are delivered shall be of good quality and workmanship. Upon written notice from Distributor of defective media for a Product, Developer shall use reasonable efforts to promptly provide replacement media.

     5.2 Disclaimer of Warranties.             ------------------------

     EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 5.1, THE PRODUCTS ARE PROVIDED AS IS. DEVELOPER SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT'TO THE PRODUCTS OR DEFECTS IN THE TAPE, DISKETTE OR OTHER TANGIBLE MEDIA AND DOCUMENTATION, OPERATION OF THE PRODUCTS, AND ANY PARTICULAR APPLICATION OR USE OF THE PRODUCTS.

6.       LIMITATION OF LIABILITY.          -----------------------





     IN NO EVENT SHALL DEVELOPER BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS. DEVELOPER'S MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE LESSER OF: THE AMOUNT PAID UNDER THIS AGREEMENT BY DISTRIBUTOR TO DEVELOPER WITHIN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE GIVING RISE TO THE CLAIM; OR FIVE HUNDRED THOUSAND DOLLARS ($5OO,000).

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7.  DISTRIBUTOR OBLIGATIONS.     -----------------------

     7.1    Marketing Efforts.                -----------------

     Distributor agrees to use its best efforts to promote the sale of the Products in the Territory. Distributor agrees to permit Developer to review all of Distributor's promotion and advertising material for the Products prior to use. Distributor shall not use and shall withdraw and retract any promotion or advertising that Developer finds unsuitable, or is in breach of the terms of this Agreement.

     7.2   Prohibited Practices.                --------------------               Distributor may not make any contracts or commitments on behalf of Developer nor make any warranties or other representations regarding the Products other than those authorized herein or by Developer in a separate writing.

     7.3   Export Notice.               -------------

     Distributor agrees to provide Developer with reasonable advance notice of each country- to which it intends to export the Products. Prior to exporting to a foreign country for the first time, Distributor shall provide Developer with a reasonable opportunity to file such proprietary rights notices, applications, and other documents as Developer determines to be reasonably necessary to protect in such country the proprietary rights associated with the Products. Distributor agrees at Developer's expense to cooperate with Developer in the protection of such proprietary rights in each country to which it exports the Products.

     7.4  Compliance with Laws.              --------------------              Distributor agrees to comply with all applicable laws and  regulations, both foreign and domestic, in its performance under this Agreement, including, but not limited to, domestic and foreign export/import laws and regulations.

8.  TERMS AND TERMINATION.     ---------------------

     8.1  Term.              ----

     This Agreement shall have an initial term of one (1) year from the date first above written (the Initial Term), and shall thereafter automatically renew for successive two (2) year periods (each a Renewal Term), unless earlier terminated in accordance with the terms of this Agreement. Developer may cancel this Agreement if the total gross annual software revenue does not meet DeVeloper's revenue forecast for the Distributor, such cancellation to be eftected by written notice delivered to Distributor not later than 30 days after any Developer's Fiscal Year end (June 30). Either party may cancel this Agreement effective on the last day of the Initial Term, or

                                      10    11

any Renewal Term, by serving written notice of such termination on the other party at least ninety (90) days prior to the end of the Initial Term or any Renewal Term as the case may be.

     8.2   Developer Termination.               ---------------------

     This Agreement may be terminated immediately by Developer under any of the following conditions:

     (a)   if one of the parties shall be declared insolvent or bankrupt;

     (b)   if a petition is filed in any court to declare one of the parties bankrupt or for a reorganization under the Bankruptcy Code or any similar statute and such petition is not dismissed in ninety (90) days or if a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of the parties;

     (c)   if Distributor does not pay Developer within thirty (30) days from the date that any payments are due hereunder;





     (d)   if Distributor breaches the provisions of Sections 4.1 or 4.2 of this Agreement; or

     (e)   if Distributor otherwise materially breaches the terms of this Agreement, and such breach is not cured within thirty (30) days after written notice of such breach is given by Developer.

     8.3   Duties Upon Termination.               -----------------------

     (a)    Provided termination is not a result of a material breach of Sections 4.1 or 4.2, the parties agree to continue their cooperation in order to effect an orderly termination of their relationship. Distributor may continue running the Products solely for purposes of providing maintenance to End-Users granted licenses pursuant to an End-User License Agreement prior to termination. Upon termination, Distributor shall have no fight to order or receive any additional copies of the Products and all of Distributor's rights and licenses granted hereunder shall immediately cease. Within thirty (30) days of termination, Distributor shall return all copies of any promotional materials, marketing literature, written information and reports pertaining to the Products that have been supplied by Developer.

     (b)    Upon termination of this Agreement for any reason, Distributor shall forthwith return all Products, documentation and materials relating thereto to Developer. Termination of this Agreement shall not relieve Distributor of any financial obligations to Developer which remain unsettled at the date of termination, nor of the terms relating to proprietary rights, trade secrets, or non compete restrictions; provided, further, that if this Agreement is terminated for any reason, Developer shall have the option, but not the obligation to

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assume at no cost to Developer, any or all of Distributor's third party agreements (including End-User Agreements) relating to the Products and to receive any and all fees therefrom.

     8.4  Survival              --------

     The provisions of Sections 4, 5 and 9 shall survive the termination of this Agreement.

9.   INDEMNIFICATION.      ---------------

     9.1    Copyright Indemnification.                -------------------------

     Developer shall indemnify, defend and hold Distributor harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, directly resulting from any infringement or violation of any copyright with respect to the Product(s), as so awarded by a final judgment against Distributor by a court of competent jurisdiction that the Product(s) infringe any third party's copyright, Developer shall, in its sole discretion:

     (a)   procure for Distributor the right to continue to use, distribute and sell the Product(s) at no additional expense to Distributor;

     (b)   provide Distributor with a non-infringing version of the Product(s) with substantially similar functionality; or

     (c)   notify Distributor that the Product(s) are being withdrawn from the market and Distributor agrees to immediately cease its distribution of such Product(s). If all Products are withdrawn from the market, this Agreement will immediately terminate.

     9.2   Cooperation by Distributor.               --------------------------

     Notwithstanding Section 9.1 of this Agreement, Developer is under no obligation to indemnify and hold Distributor harmless unless:

     (a)    Developer shall have been promptly notified of the suit, action, proceeding or claim by Distributor and furnished by Distributor with a copy of each communication, notice or other action relating to said suit, action, proceeding or claim;

     (b)    Developer shall have the right to assume sole authority to conduct the trial or settlement of such suit, action, proceeding or claim or any negotiations related thereto at Developer's expense; and

     (c)    Distributor shall provide reasonable information and assistance requested by Developer in connection with such claim or suit.

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     9.3    Distributor Indemnification.                ---------------------------

     Distributor shall indemnify, defend and hold Developer harmless from





any claims, demands, liability or expenses, including reasonable attorneys' fees, incurred by Developer as a result of any claim or proceeding against Developer arising out of or based upon (i) the combination, operation or use of the Products with any hardware, products, programs or data not supplied or approved in writing by Developer, if such infringement would have been avoided but for such combination, operation or use (ii) modification of the Products by Distributor or End- Users(iii) any breach of this Agreement by the Distributor or (iv) any breach by the Distributor of any End User or other agreement to which Developer or Distributor is a party.

10.   GENERAL.       -------

     10.1  Force Majeure.               -------------                        Neither party shall be liable or deemed to be in default for any delay or failure in performance (other than the payment of money) under this Agreement or interruption of service resulting directly or indirectly from acts of God, or any causes beyond the reasonable control of such party.

     10.2  Jurisdiction and Venue.               ----------------------

     This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, U.S.A. without regard to its conflict of taws provision. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach thereof shall be only in the Federal or the State court with competent jurisdiction located in Stamford, Connecticut.

     10.3  Entire Agreement.               ----------------

     This Agreement, including the Schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This Agreement may not be modified except by a writing signed by a duly authorized representative of each of the parties.

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     10.4   Independent Contractors.                -----------------------

     It is expressly agreed that Developer and Distributor are acting hereunder as independent contractors and under no circumstances shall any of the employees of one party be deemed the employees of the other for any purpose. This Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other except to the extent and for the purposes provided for herein.

     10.5   Assignment.                ----------

     This Agreement is not assignable by either party hereto without the prior written consent of the other, except that this Agreement shall be assignable by Developer to an affiliated entity or upon the sale of the fight to license and sublicense the Products to the purchaser of said right. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

     10.6   Severability and Waiver.                -----------------------

     If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. No waiver by any party of any breach of any provisions hereof shall constitute a waiver unless made in writing signed by the party.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement by a duly authorized representative as of the date set forth above.

     DISTRIBUTOR:                            DEVELOPER:         -----------                             ---------         DELTEQ SYSTEMS PTE LTD                  IMRS OPERATIONS INC. d/b/a                                                 IMRS INC.

     By:   /s/ S.C. CHEN                     By: /s/ DAVID M. SAMPLE               --------------------                  -----------------------

     Name: S.C. Chen                         Name: David M. Sample                                                       ---------------------

     Title: Managing Director                Title: Senior Vice President

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A: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
****
Q: EXHIBIT 10.43 Dated 29/3/18

Distributorship agreement

between

Signature Orthopaedics Pty Ltd

And

CPM Medical Consultants LLC

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





EXHIBIT 10.43 THIS AGREEMENT is dated

Parties

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

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

Background

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

Agreed terms

1. Definitions and interpretation

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

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

Commencement Date: means the date of this agreement.

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

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

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

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

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

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

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

1

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





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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2. Appointment

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

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

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

2.4 The Distributor shall not:

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

(b) pledge the Supplier's credit; or

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

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

(e) commit the Supplier to any contracts; or

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

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

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

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

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

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

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

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





3. Distributor's undertakings

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

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

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

(c) provide Yearly non-binding sales forecasts;

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

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

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

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

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

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

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

4. Supply of products

4.1 The parties acknowledge that:

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

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





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

4.2 Supplier's undertakings

The Supplier undertakes to:

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

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

5. Prices and payment

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

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

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

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

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

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

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

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

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





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

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

7. Advertising and promotion

7.1 The Distributor shall:

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

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

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

8. Anti-bribery compliance

8.1 The Distributor shall:

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

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

9. Trade marks and intellectual property

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

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

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

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

9.5 The Supplier represents and warrants that:

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





(a) Trade Marks; and

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

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

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

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

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

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

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

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

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

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

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

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

(a) the Supplier and the Distributor shall agree:

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

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

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





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

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

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

10. Product liability and insurance

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

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

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

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

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

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

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

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





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

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

11. Duration and termination

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

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

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

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

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

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

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

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





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

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

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

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

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

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

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

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

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

12. Effectsof termination

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

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





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

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

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

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

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

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

13. Confidentiality

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

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

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

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

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

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





14. Entire agreement

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

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

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

15. Variation

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

16. Assignment and other dealings prohibited

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

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

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

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

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

17. Freedom to contract

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

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





18. Waiver

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

19. Severance

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

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

20. Notices

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

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

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

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

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

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

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

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

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





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

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

21. Third party rights

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

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

22. No partnership or agency

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

23. Counterparts

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

24. Governing law and jurisdiction

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

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

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

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





Schedule 1

AriaTM Hip Stem System

RemedyTM Hip Stem system

LogicalTM Hip Cup system

Signature BiPolar Head

Genius Total knee system

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





Schedule 2 Territory

USA.

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Schedule 3 The Trade Marks

OriginTM, LogicalTM, AriaTM, RemedyTM, GeniusTM

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Schedule 4 Prices

Aria Stem $610

Origin Stem $610

Remedy Stem $610

Logical Cup $450

Logical Liner $210

Metal Head $240

Ceramic Head $340

BiPolar Head $250

PS / CR Femoral Component $550

Insert $340

Tibia Tray $440

Patella $70

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





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

) ) ) ) )

Director/Secretary

Name (please print)

Director

Name (please print)

SIGNED by

CPM Medical LLC

) ) ) ) )

Director/Secretary

Name (please print)

Director

Name (please print)

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

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

SOFTWARE DEVELOPMENT AGREEMENT

PELICAN DELIVERS iOS APPLICATION  ENHANCEMENTS & WEB APPLICATION  DEVELOPMENT PHASE 1 4 102nd Ave NE Suite 300 Bellevue, WA 98004 (425) 256-2815 julian@seattlesoftwaredevelopers.com www .seattlesoftwaredeveIopers.com

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





STATEMENT OF WORK - APPENDIX A This Statement of Work is issued to and made part of that Software Development Agreement executed by and between Developer and Client on the Effective Date (the Agreement). Any word or phrase not otherwise defined in this Appendix will have the meaning ascribed in the Agreement.

1. Project Overview The purpose of this project is to develop additional features for the Pelican Delivers software. This includes POS integration, Google Maps API, payment processing features, ID verification, reporting, driver app improvement and workflow, and a front facing web application for customers to find, order, and receive products via deliver or pickup.

2. Specifications Number of applications included in Phase 1:1 Tech Stack: iOS (Objective - C or Swift), PhP, MySQL, AWS Hosting, jQuery, and JavaScript language: English Design: Custom to client

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





3. Delivery Schedule Based on the current requirements and this SOW, Seattle Software Developers estimates that this project will take around six [4] months of development, testing, and deployment. This estimate may change depending on unforeseen circumstances or requirements. We estimate that the website (Customer Portal) will take 3 months to complete because this will be the priority.

4. Fee Payment Schedule Fees: The Fees for the Project shall be $279,000.00 Payment Schedule: Client shall pay Developer: 20% Deposit ($55,800.00) to be paid at the start of the project. 20% ($55,800.00) to be paid upon completion of Milestone #1. 20% ($55,800.00) to be paid upon completion of Milestone #2. 20% ($55,800.00) to be paid upon completion of Milestone #3. 20% ($55,800.00) to be paid upon completion of Milestone #4.

*Milestone Delivery Schedule for Phase 1

Milestone #1 -January 1st, 2019 Milestone #2- February 1st, 2019. Milestone #3 - March 1st, 2019. Milestone #4 - April 1st, 2019.

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





5. Statement of Work Website (Customer Portal) Users will be able to go to the Pelican Delivers front-end website and easily search, browse, and order cannabis. Before a user can gain access to the website, they must first verify their birthday (users must be 21 and over to even view the website). · Header o There will be a header with a few basic informal menu items such as Home, How It Works, Features, etc. o To the very right there will be a Login/ Signup button and My Cart · Login / Signup o This will prompt the user to either Login or Signup for a new account o Login will ask the user for their email ID and password § If users have forgotten their password, they can click the Forgot Password link which will provide them with a recovery email · New users can select Sign-up and go through the quick and easy sign-up process. The application will ask for the user's: § Email § Password / Confirm Password § First Name § Last Name § Phone Number § Birthday · Profile o After the user logs in they can view their profile which will allow them to: § Edit their profile information § Add and verify their ID § Add delivery addresses § Select current delivery address o Users shall also be able to add their payment information § This is where the application will use Daily Pay and link to the customers bank · My Orders o Users can view their open orders, processing orders, in progress orders, and delivered § Open order - Customer has clicked checkout but has not paid, app is searching for drivers to fulfill the order.

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





§ Processing order - A driver has accepted the delivery request and the dispensary has been alerted to prepare the products for pickup. Payment has been successfully submitted by the customer. § In progress order -The driver has purchased the product from the vendor and is now on the way to delivering the product to the customer. § Delivered order -The driver has delivered the product to the customer and the customer has confirmed receipt of the order. o Users can also access their history and re-order the same products from a dispensary. This feature clears their current cart and populates it with the products from the previous order. · Search o The search bar will be powered by Google Maps o Search results will vary depending on the user's current delivery address in their profile or they can search another address in the search field o Results can be viewed in either a Map View or a List View o The only dispensaries that will be displayed are ones that can delivery to that address and are open. Closed stores will be displayed at the bottom of the screen and be grayed out o Results will have the dispensaries logo, name, address, phone number, and open hours · Selecting Dispensary o When users select a dispensary, they'll be able to search for products, navigate through categories, view products details (farm, THC, CBD, etc.), and change the size of the item o To order a user can hover over the item and click Add to Cart o Once a product has been added to cart, the My Cart in the header will update o By going to My Cart users can check-out and pay · Payment o Users will pay by linking their bank accounts via Evergreen Gateway o Account information will be stored and used for future orders o Once payment is confirmed users may proceed to completing their order · Age / ID Verification o After payment is confirmed users must upload their government issued ID and a selfie o Trulioo will verify if the issued ID is valid and if the selfie matches the ID o Once verification is completed the user will be able to complete the order · Check out o If customer ID has been verified and the customer's cart is confirmed, the application will search for nearby drivers. § If a driver is found, the driver can either accept of decline the order · Drivers will be notified one at a time (queue system), with the river closest to the dispensary being notified first, then the next driver, etc. · Each driver will have a set amount of time (e.g. 10 seconds) to accept or reject the order, or the order will automatically be rejected by time and the lack of response will be recorded for future reference/internal driver ranking in the future. § If the driver accepts, the dispensary will be notified of the order § If the driver declines, the application will look for another drive

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





o If no drivers are found, users will not be charged and will have the option to pick up the order in-store or browse for a new dispensary o If an order is accepted the dispensary will begin preparing the product for the driver to pick up o Customers will receive updates on the status of their order via SMS, email, or website Dispensary Portal Before dispensaries can access their account, they must provide the owners first and last n me, email, phone number, OBA, License Number, and upload a picture of their license. This process can be submitted manually or through an online form. Once Pelican verifies all their information, Pelican administrators can authorize the dispensaries account and the dispensary will be given credentials to access the dispensary portal. The application will have a database of business and license information provided by Pelican to help automate the verification process, however Pelican administrators must still manually authorize new dispensaries. · POS System o The application will tie into the dispensaries POS system and pull the inventory, product details, price, and quantity o The application will pull data from the POS system once every 1-2 hours o If a product is low, it will not be displayed on the front-end website or mobile apps § The low quantity can be defined by the dispensary § Ability for dispensary owner to input Username and Password for PO system connection using the Greenbits login to authenticate and connect. · Notifications o The application will notify dispensaries when an order comes through via § Email § Portal Notification § New orders will be listed at the top of the list · Orders o Dispensaries will be able to view the status of an order. New orders will be at the top of the list. The order will either be for pickup or delivery. § If the order is for pick up the dispensary just needs to prepare the order and wait for the customer to arrive § If the order is for delivery the dispensary will prepare the order and view the driver associated to that order § Once the driver comes in to pay and pick-up the order the dispensary ill verify the driver by matching the order ID and having the driver release funds for the purchase § After funds have been released the status of the order will be automatically updated and the dispensary the driver will begin delivering the product to the customer

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





o Dispensaries can run basic reports on orders § Products § Dates § Product / Product Details § Quantity § Product Size § Delivery Address I City § Revenue · Products o Products will be populated by pulling inventory from POS system § Script will run every 1-2 hours to update the inventory o Have the ability to associate multiple images to products Admin Portal · Verifications o Admins will manually verify new dispensaries that sign-up by reviewing their uploaded documents § Once verified they can select Approved and that will grant the dispensary access to the portal · If accepted, it will send an automated email to the dispensary notifying them § Admins can decline the application. · If declined it will send an automated email to the dispensary notifying them o Driver ID and License verification § Driver applications displayed here with uploaded licenses · Drivers will have to fill out and upload a 1099 or w-9 tax document. · Once all documents are verified a green check mark next to background check will appear · Reports Reports will be very basic for phase 1. Seattle Software Developers will try their best to complete the following features in Phase 1 but will not be penalized if they are pushed to Phase 2. o Dispensary orders by history/volume over custom time periods o Order Details broken down by dispensary o Driver transaction history · User management o User creation/management for dispensaries, drivers and customers, including viewing basic profile information and password resets. o Ability to add funds to driver, dispensaries and customers to their Pelican accounts.

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





Back-end Development · Evergreen Gateway o Customer payments go into Evergreen Gateway o Payments are distributed from Evergreen Gateway via Daily Pay to drivers and dispensaries · Daily Pay o Customer orders the product and pays Pelican through Evergreen Gateway. o Payment is held in Pelican's escrow account in Evergreen Gateway. o Order goes into a pending / processing status. o When the driver goes to pick up the product, he/she brings up the order and hits release funds in the phone after verifying the order. o The money goes to the dispensaries Daily Pay account, and they can withdraw from the Evergreen Gateway accounts through the daily pay application / APL o When the driver delivers the order and customer acknowledges order received, then the driver and Pelican get paid. o Stores and Drivers will both have Daily Pay accounts tied to their bank accounts. o Driver will scan the customers ID using the Trulioo API right before they handle the delivery to the customer. After this last ID check, the transaction will be completed. · Trulioo o Will be used to verify government issued IDs o Compare and match users ID with selfie's o Make sure users are of age · Twilio o Will be used for client to customer communication during an order · Payouts, Subscription fees, flat fees, commissions fees § Commission fees - 25% commission on delivery orders. Admin will have the ability to change the % or fee based on dispensary § Flat fees - $1 in store pickup orders through the app or website § Subscription Fee - $500 a month subscription per store · Top sponsors will pay $750 instead of $500 § Withdrawing Fee - $1 fee added to the existing daily pay fees § Delivery fee - 20% of delivery fee will go to Pelican. 80% will go to driver · Integrating with Dispensaries POS system o Dispensaries menu should be searchable for web. o Spider / crawling SEO o Only working on integrating with Greenbits for phase 1 · State Module - Creating state rules o Legal age to purchase o State is recreational or medical or both o Purchase limits - how much product can a customer purchase at a time

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





o If Medical Marijuana State - we will need an upload feature for customers to upload their medical marijuana recommendation (no medical orders will be allowed in phase 1) · Dispensary Sign Up o When new retail shops sign up, they will have a list of available zip codes o Only one dispensary per zip code will be allowed o Once a zip code is claimed it will not be available until that dispensary stops he monthly fee or gets removed from the system Driver Companion App (iOS) The driver companion app will be available on the iOS platform for Phase 1 but will eventually be made available on Android. The companion app will allow drivers to signup, become authenticate and authorized by Pelican, create/link their payment accounts, view orders, choose to confirm orders, navigate to dispensaries/customers, and view order histories. Ability to Start and End shift. Makes driver active or inactive. · Login / Signup o This will prompt the driver to either Login or Signup for a new account o Login will ask the drivers for their email ID and password § If drivers have forgotten their password, they can click the Forgot Password link which will provide them with a recovery email o New drivers can select Sign-up and go through the quick and easy sign-up process. The application will ask for the user's: § Email § Password / Confirm Password § First Name § Last Name § Phone Number § Birthday § Driver's License § Car License Plate # § Car Make/Model and photo § Driver Photo § Upload car insurance paperwork · Profile o After the driver logs in they can view their profile which will allow them to: § Edit their profile information § Change Password § Submit vehicle change information § Set Delivery Radius (open orders within this radius will be shown to the driver) § Drivers can also add their bank account information and withdraw Daily Pay funds

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





· Delivery Info o Drivers can view Open Orders within their radius and select them for deliver § Time estimates will come based on Google API § Once a driver has selected an Open Order and the customer has completed the purchase, the Order changes to Processing Order and allows the Driver to navigate to the Dispensary. § After arriving at the dispensary, driver can press Order Pickup, which signals the driver has purchased the product from the dispensary. § Driver can then navigate to the customer for product delivery, customer can view driver's eta based on their location and Google navigation results. § If the driver has any issues with product pickup or delivery, they can contact the customer via SMS (using Twilio API) § Upon arrival at customer location, driver must verify customer identity by taking a picture of/scanning the customer's ID. Once the customer's ID is verified and the product is delivered, the customer must confirm receipt of the product for the order to be considered complete. · Delivery History o Drivers will be able to view their previous deliveries

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





7. Acknowledgement by Client Client agrees to the terms of the Statement of work Appendix A hereto attached and acknowledges receipt of a copy of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. Acceptance by Developer SEATTLE SOFTWARE DEVELOPERS, Inc. By: /s/ Julian Valentine Julian Valentine, VP

Acceptance by Client: PELICAN DELIVERS INC. By: /s/ Dave Comeau Dave Comeau, Shareholder

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020

A:
Highlight the parts (if any) of this contract related to Parties that should be reviewed by a lawyer. Details: The two or more parties who signed the contract
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