moriyad/descriptive_textual_contract_smells

ContractName stringlengths 3 138 ⌀	ClauseText stringlengths 2 15.8k ⌀	LongMethod stringclasses 7 values	DataClumps stringclasses 7 values	ExcessLegalese stringclasses 7 values
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	EXHIBIT 10.5 NON-EXCLUSIVE DISTRIBUTOR AGREEMENT ... [Introduction]	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	1. DEFINITIONS ... 1.8 "Territory" shall mean the geographic area of Taiwan.	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	2. APPOINTMENT ... Under no circumstances shall Distributor sell Products for use outside the Territory.	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	3. DISTRIBUTOR RESPONSIBILITIES ... 3.9 Audits. JRVS shall be entitled at any time to audit the Distributor's books and records upon reasonable notice in order to confirm the accuracy of the Reports set forth in Section 3.4; provided, that no more than one such audit may be conducted in any three-month period.	1.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	4. ORDERS AND ACCEPTANCE ... 4.6 Cancellations. Except as provided herein, all Orders for Products are non-cancelable, and Products are non-returnable (NC/NR).	1.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	5.1 JRVS Price ... 5.4 Taxes. All JRVS Prices are exclusive of any export, withholding, federal, state and local taxes, duties or excises other than taxes based on JRVS's net income.	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	6. TERMS OF PAYMENT ... 6.2 Late Payments. All amounts which are not timely paid by the Distributor as required by this Agreement shall be subject to a late charge equal to one and one-half percent (1.5%) per month (or, if less, the maximum allowed by applicable law).	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	7. DELIVERY ... 7.3 Exclusion. JRVS will inspect all Products returned pursuant to the foregoing RMA procedures, and JRVS will not replace products where the defect is due to misuse, neglect, alteration or improper storage by the Distributor.	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	8. PROPRIETY RIGHTS ... 8.5 Use of Trade Names. The Distributor will present and promote the sale of the Products fairly.	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	9. CONFIDENTIAL INFORMATION ... 9.4 Remedies. Any breach of the restrictions contained in this Section 9 is a breach of this Agreement which may cause irreparable harm to the nonbreaching party. Any such breach shall entitle the nonbreaching party to injunctive relief in addition to all legal remedies.	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	10. LIMITED WARRANTY ... 10.3 No Other Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, JRVS PROVIDES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCT AND DOCUMENTATION.	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	11. INDEMNIFICATION ... 11.1 Indemnification by the Distributor. The Distributor agrees to indemnify, defend and hold JRVS and its affiliated companies and their directors, officers, employees, and agents (collectively, "Protected Parties") harmless from and against any and all claims (including those for personal injury or death) and liabilities (including attorneys' and other professional fees and other costs of litigation) by any other party arising out of or attributable to the Distributor's representation of the Products in a manner inconsistent with JRVS's Product descriptions and warranties or from the Distributor's marketing, distribution, use or sale of the Products.	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	12. TERM AND TERMINATION ... 12.7 Survival of Certain Terms. The provisions of Sections 1, 3.9, 5, 6, 8, 9, 10, 11, 12, 13, 14, and 15 of this Agreement, and all payment obligations incurred during the term of this Agreement, shall survive the expiration or termination of this Agreement for any reason.	1.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	13. LIMITATION OF LIABILITIES ... 13.2 Limitation on Actions. NO ACTIONS, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT, MAY BE BROUGHT BY DISTRIBUTOR MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	14. NOTICES ... To DISTRIBUTOR: Sunwai Technology 6th Floor, No. 258, Section 3, Nanjing East Road, Songshan District, Taipei 10051 Attention: Mr. SEI-PENG TU, President	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	15. GENERAL ... 15.12 Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement.	0.0	0.0	1.0
ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt	IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST WRITTEN ABOVE. Sunwai Technology iMine Corporation ...	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	This Marketing Affiliate Agreement (the "Agreement") is entered into this 8th day of May 2014, by and between BIRCH FIRST GLOBAL INVESTMENTS INC., a corporation incorporated in the U.S. Virgin Islands, with its main place of business located 9100 Havensight, Port of Sale, Ste. 15/16, St. Thomas, VI 0080 (referred to as "Company") and MOUNT KNOWLEDGE HOLDINGS INC. and/or assigns, a corporation incorporated in the State of Nevada, with its main place of business located at 228 Park Avenue S. #56101 New York, NY 100031502 (referred to as "Marketing Affiliate" or "MA").	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Effective Date and Term. This agreement shall begin upon the date of its execution by MA and acceptance in writing by Company and shall remain in effect until the end of the current calendar year and shall be automatically renewed for successive one (1) year periods unless otherwise terminated according to the cancellation or termination provisions contained in paragraph 18 of this Agreement. Company and MA acknowledge that this Agreement is not a franchise as that term is defined under any and all applicable local, state and/or federal laws in U.S., as amended.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Grant of Rights. General Rights. Subject to the terms and conditions of this Agreement, Company hereby grants to MA the right to advertise, market and sell to corporate users, government agencies and educational facilities ("Clients") for their own internal language learning, soft skills and communication purposes only, and not for remarketing or redistribution, and not for use in a data center environment for multiple users Clients, unless otherwise agreed to by Company prior in writing, the Technology listed in Schedule A of this Agreement, and to sell and/or bundle Technology Maintenance for the Technology and to provide first line technical support and implementation services for the Technology in the territories listed in Schedule A of this Agreement, providing MA meets the criteria required for delivering services according to Schedule A.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Duties of MA. Best Efforts. MA agrees to use its best efforts to market and license the Technology to Clients consistent with the terms of this Agreement.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Sales Records. MA shall keep accurate records of the sales of the Technology and Maintenance, including Client Registration Cards and shall make these records available for review by a representative of Company within ten (10) business days following the end of each month.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Duties of Company. Commitment. So long as MA is not in default hereunder, Company agrees to provide Technology to MA in accordance with the terms and conditions of this Agreement.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Payment and Deliveries. Payment Terms. When fees are not collected directly from the corporate user, MA agrees to pay Company, in the manner and at the time specified below, the fee(s) on Company's current price list in effect at the time an order is received by Company as set forth in Schedule A.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Modifications and Version Upgrades. Company shall supply MA access to all major published modifications or upgrades to the Technology, which add enhancements to or correct known errors in the Technology.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Trademarks and Service Marks. Any tradenames, trademarks or service marks, which Company may obtain with regard to the Technology, are the sole property of Company and/or its Affiliates. Company hereby grants MA, during the term of this Agreement, the right to use Company and/or Company trade names, trademarks or service marks on Technology or in advertising or promotion relating directly to these products. Any use of such tradenames, trademarks or service marks must reference that these tradenames, trademarks or service marks are proprietary to Company and/or its Affiliates.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Unauthorized Use. MA shall notify Company promptly of any misuse of unauthorized use of the Technology, which comes to the attention of MA, and shall notify its Clients upon the request of Company when Company believes such Technology are being misused. MA shall cooperate, at Company's reasonable expense, with Company in any action, including any legal action, which Company may feel is necessary in order to protect the Technology.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Warranties by Company. EXCEPT AS EXCLUSIVELY SET FORTH IN THIS PARAGRAPH, COMPANY DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT RESTRICTED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE HEREBY DISCLAIMED.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Warranties by MA. MA agrees that any and all warranties made to Client shall be made only by MA. MA acknowledges and agrees that MA will make no representations to its Clients with respect to any warranty made by Company. MA hereby agrees to indemnify and hold Company harmless for any loss, damage, claim or action resulting from MA's failure to comply with any of MA's obligations under this Agreement. MA will be solely responsible for any claims, warranties or representations made by MA or MA's representatives or agents, which differ from the warranties, provided by Company in the applicable end user license agreement(s).	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Termination. This Agreement may be terminated by either party at the expiration of its term or any renewal term upon thirty (30) days written notice to the other party. Company acknowledges that this Agreement shall not be terminated for MA's failure to follow an operating plan, standard procedure, training manual, or substantial equivalent published in Paragraph 3 (k) of this Agreement, except that Company does reserve the right to terminate this Agreement for MA's failure to follow required procedures relating to the processing of sales contracts, invoices and billing related to Technology sold under this Agreement.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Confidential Information. "Confidential Information" Defined. "Confidential Information" includes: (a) the Technology (b) any personally identifiable data or information regarding any end user; (c) any and all information disclosed by Company to MA, in whatever format, that is either identified as or would reasonably be understood to be confidential and/or proprietary; (d) any notes, extracts, analyses or materials prepared by MA which are copies of or derivative works of Confidential Information or from which Confidential Information can be inferred or otherwise understood; and (e) the terms and conditions of this Agreement. "Confidential Information" does not include information received from Company that MA can clearly establish by written evidence: (x) is or becomes known to MA from a third party without an obligation to maintain its confidentiality; (y) is or becomes generally known to the public through no act or omission of MA; or (z) is independently developed by MA without the use of Confidential Information.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Non-assignment. MA may not assign, sell, lease or otherwise transfer in whole or in party any of the rights granted pursuant to this Agreement without prior written approval of Company.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Amendment. No amendment, change or variance from this Agreement shall be binding upon either party unless executed in writing and signed by an authorized representative of the party to be charged.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Severability and Construction. Should any part of this Agreement, for any reason, be declared invalid by a court of competent jurisdiction, such determination shall be not affect the validity of any remaining portion, and such remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid portion eliminated.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	Entire Agreement. This Agreement contains the entire agreement between the parties, and no representations, statements or inducements, oral or written, not contained herein, shall be binding upon the parties. Company expressly disclaims the making of, and MA acknowledges that it has not received a warranty or guaranty, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.	0.0	0.0	1.0
CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement	MARKETING AFFILIATE Technology PRICING AND TERMS Technology PRICING AND TERMS MATRIX. MA PURCHASE LEVEL1 MA QUOTA (UNITS OR Dollars)2 MA PURCHASE DISCOUNT3 III $1,000,001 and above 25% II $100,001 to $1,000,000 20% I $ 0 to $100,000 15% PURCHASE LEVEL - refers to level of purchased Technology on an annual basis, subject to annual review of the past twelve months following the anniversary date of this Agreement. PURCHASE QUOTA - refers to certain purchase amount levels in which MA may receive additional discounts, subject to additional terms and conditions. PURCHASE DISCOUNT - refers to the applicable discount available to MA purchases made from Company at Levels II and III with Level I being the original purchase price per Unit (or Package) amount for the Technology which MA pays Company. INITIAL ORDER COMMITMENT - MA commits to purchase a minimum of 100 Units in aggregate within the Territory within the first six months of term of this Agreement. SALES PERSONS - MA shall at all times have certified sales persons trained by Company on staff in accordance with certain minimums defined by each Purchase Level. SUPPORT PERSONS - MA shall at all times have certified support persons trained by Company on staff in accordance with certain minimums defined by each Purchase Level.	0.0	1.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	EXHIBIT 10.25 RESELLER AGREEMENT...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	LICENSE Reseller is hereunder licensed...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	RESELLING The Reseller intends to market...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	COMPENSATION MediaNet Group Technologies shall...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	PUBLICITY AND ADVERTISING Subject to Section 7...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	PROPRIETARY RIGHTS 5.1 OWNERSHIP...	1.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	CONFIDENTIALITY 6.1 CONFIDENTIALITY INFORMATION...	1.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	LIMITATION OF LIABILITY NEITHER RESELLER NOR...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	DISCLAIMERS MEDIANET GROUP TECHNOLOGIES DISCLAIMERS...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	TERMS AND TERMINATION 9.1 TERM...	1.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	EFFECT OF TERMINATION Upon the expiration...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	REMEDIES 11.1 INDEMNIFICATION...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	RESELLER PORTAL If applicable...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	MISCELLANEOUS 13.1 ASSIGNMENT...	1.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	LICENSE RESELLING SCHEDULE Resellers are licensed...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	THE PLAN The MediaNet Group Technologies Reseller Plan...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	MARKETING AND PROMOTION Resellers are expected to actively...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	RESELLER LINK Customers are identified...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	WHAT PRODUCTS ARE AVAILABLE FOR RESALE? Products which...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	COMMISSION MediaNet Group Technologies tracks...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	CUSTOMER CONTACT Once a customer...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	REFUNDS If a refund is issued...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	TERMINATION The Reseller Agreement can be terminated...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	COMPENSATION SCHEDULE This Compensation Schedule...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	RESELLER DISTRIBUTOR PRICING STRUCTURE & DETAILS GOLD PORTAL...	0.0	0.0	1.0
OMINTO,INC_03_29_2004-EX-10-RESELLER AGREEMENT	PROCEDURE FOR REGISTERING PROSPECTIVE CLIENTS...	0.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	Exhibit 4.15 THE SYMBOL "****" DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH MATERIAL WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PRODUCT MANUFACTURING AGREEMENT This Product Manufacturing Agreement ("Agreement") is made as of the Effective Date by and between DEXCEL LTD...	1.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	1 Definitions For the purpose of this Agreement, the terms set forth in this clause, whether used in singular or plural form, shall mean, unless otherwise expressly provided for in this Agreement or the context otherwise requires, the following: 1.1 "Affiliate" of a Party shall mean any corporation or other business entity directly...	1.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	2 Basics of the Agreement 2.1 Grant of Rights; Exclusivity 2.1.1 Kitov hereby grants to Dexcel a fully paid, limited license right to use all of its Confidential Information and Intellectual Property Rights...	0.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	3 Purchase and Supply of Product 3.1 Packaging 3.1.1 Kitov shall provide Dexcel with reasonable Packaging and Labelling instructions for the Livery (by SKU), including, but not limited to, artwork for Labels and patient leaflets, as soon as practicable following the Effective Date; provided, however, that Kitov shall provide such instructions at least one hundred and twenty (120) days prior to the anticipated Supply Commencement Date...	1.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	4 Quality Agreement; Product Complaints and Recalls 4.1 The Parties shall conclude the Quality Agreement as soon as practicable after the Effective Date, but not later than ninety (90) days prior to the shipment of the initial order of the Product to Kitov...	0.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	5 Term and Termination 5.1 The Agreement shall commence on the Effective Date and remain in full force and effect for an initial term of **** from the Supply Commencement Date of the Product ("Initial Term")...	0.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	6 Force Majeure 6.1 If a Party asserts the occurrence of an event of Force Majeure as an excuse for its failure or inability to perform such Party's obligations, then the obligations of the Parties hereunder shall be suspended for so long as the Force Majeure event renders performance of the Agreement impossible or impractical...	0.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	7 Confidential Information 7.1 For the purposes of this Agreement, "Confidential Information" shall mean, with respect to a Party, all information of any kind whatsoever (including but not limited to, data, compilations, formulae, models, patent disclosures, procedures, processes, projections, protocols, results of experimentation and testing, specifications, strategies and techniques)...	0.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	8 Warranties, Indemnities and Insurance 8.1 Kitov represents, warrants and covenants as follows: 8.1.1 All necessary actions have been taken to enable it to execute and deliver this Agreement and perform its obligations hereunder...	0.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	9 Intellectual Property Rights 9.1 It is agreed that the Parties shall keep each other informed, on a complete and timely basis, about any claim, demand, award, or damages, whether direct or consequential, that is asserted or assessed based upon any allegation, suit or judgment that the Kitov Product IP infringes any patent or other intellectual property right of a third party (an "IP Claim")...	0.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	10 Governing Law; Venue 10.1 This Agreement shall be interpreted and enforced exclusively under the laws of the State of Israel, without regard to the conflict of laws provisions thereof...	0.0	0.0	1.0
KitovPharmaLtd_20190326_20-F_EX-4.15_11584449_EX-4.15_Manufacturing Agreement.txt	11 Miscellaneous 11.1 The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns...	0.0	0.0	1.0
Loop Industries, Inc. - Marketing Agreement	BACKGROUND A. Loop and its Subsidiaries...	0.0	0.0	1.0
Loop Industries, Inc. - Marketing Agreement	ARTICLE 1 DEFINITIONS 1.1 [***] 1.2 "Acceptance Notice"...	1.0	1.0	1.0
Loop Industries, Inc. - Marketing Agreement	ARTICLE 2 PRODUCT SALES 2.1 Loop Sales Contracts...	1.0	0.0	1.0
Loop Industries, Inc. - Marketing Agreement	ARTICLE 3 LIMITATION OF LIABILITY 3.1 LIMITATION OF LIABILITY...	1.0	0.0	1.0
Loop Industries, Inc. - Marketing Agreement	ARTICLE 4 CONFIDENTIAL INFORMATION 4.1 Confidential Information...	1.0	0.0	1.0
Loop Industries, Inc. - Marketing Agreement	ARTICLE 5 TERM AND TERMINATION 5.1 Term. This Agreement begins on the Effective Date...	0.0	0.0	1.0
Loop Industries, Inc. - Marketing Agreement	ARTICLE 6 REPRESENTATIONS AND WARRANTIES 6.1 Mutual Representations and Warranties...	0.0	0.0	1.0
Loop Industries, Inc. - Marketing Agreement	ARTICLE 7 GENERAL PROVISIONS 7.1 Independent Contractors...	1.0	0.0	1.0
Loop Industries, Inc. - Marketing Agreement	EXHIBIT A PROPOSED CONTRACT NOTICE Loop Sales Contract...	0.0	0.0	0.0
Loop Industries, Inc. - Marketing Agreement	EXHIBIT B CONTRACT ELIGIBILITY FRAMEWORK [***]...	0.0	0.0	0.0
Loop Industries, Inc. - Marketing Agreement	EXHIBIT C FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment...	1.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	SPONSORSHIP AGREEMENT THIS SPONSORSHIP AGREEMENT ("Agreement") is entered into and effective as of the date first written above ("Effective Date") by and among PEEK Investments LLC, a Delaware limited liability company ("Purchaser"), and each other party hereto identified on the signature page(s) hereto (each, a "Sponsor"). Each term used and not otherwise defined herein shall have the meaning assigned to such term in the Offer. RECITALS WHEREAS, Purchaser is tentatively exploring, among other potential alternatives, a possible third-party tender offer to purchase all outstanding shares of common stock, $0.001 par value per share ("Shares"), of a Delaware corporation (the "Company") upon the terms and subject to the conditions set forth in the Offer to Purchase, related Letter of Transmittal, and other tender offer material provided by or on behalf of Purchaser to the Sponsors (which, collectively, as amended or supplemented, constitute the "Offer"); WHEREAS, as requested by Purchaser for purposes of the Offer, each Sponsor has provided to Purchaser, and Purchaser has accepted from such Sponsor, a commitment letter providing for a possible equity investment in Purchaser by such Sponsor (each, an "Equity Commitment Letter" and, with respect to any Sponsor(s), the Equity Commitment Letter(s) of such Sponsor(s)), which evidences the commitment of and by such Sponsor to contribute capital to Purchaser in amounts and proportions and upon the terms and subject to the conditions and otherwise as contemplated by such Equity Commitment Letter (each, a "Commitment" and, with respect to any Sponsor(s), the Commitment of such Sponsor (s)); WHEREAS, such capital contributions, if any, would be used to purchase Shares in the Offer and fund the payment or reimbursement of fees, expenses, and costs related to the Offer (collectively, "Transaction Costs"); and WHEREAS, each party hereto desires to establish certain terms and conditions related to the Offer and relationship among the Sponsors, the related equity financing commitments, and the Offer; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each party hereto ("Party"), intending to be legally bound, hereby agrees as follows:	1.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	1. Pre-Acceptance Period. If and to the extent any such decision would or could (or would or could be reasonably foreseeable to) adversely affect any Sponsor in any manner, each decision to be made by or on behalf of Purchaser with respect to the Offer (or any similar transaction), any agreements related thereto ("Related Agreements"), or any transaction contemplated by the Offer or any Related Agreement ("Contemplated Transactions" and, together with the Offer and Related Agreements, "Offer Matters"), or any Offer Matter or combination of Offer Matters, in any case, on and from the Effective Date and until the Acceptance Time ("Pre-Acceptance Period") shall require the unanimous	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	2. Equity Commitments. Each Sponsor represents and warrants to each other Party that such Sponsor is bound by and has complied with, and agrees that such Sponsor shall continue to be bound by and comply with, the Equity Commitment Letter and that each other Sponsor (other than any Defaulting Sponsor) shall be entitled to enforce, or direct the enforcement of, such Equity Commitment Letter in accordance with this Agreement if and only if the Sponsors (other than any Defaulting Sponsor) have determined by unanimous written consent that the conditions of the Offer have been satisfied or to waive all such conditions remaining unsatisfied. No Party shall attempt to enforce any Equity Commitment Letter until the conditions set forth in this Section have been satisfied. Purchaser shall have no right to enforce any Equity Commitment Letter unless and until directed to do so by the unanimous written consent of the Sponsors (other than any Defaulting Sponsor).	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	3. Defaulting and Participating Sponsors. Each Sponsor that has complied with the Equity Commitment Letter and this Agreement ("Participating Sponsor") may terminate the participation in the Offer of any Sponsor that has not satisfied the funding requirements contemplated by the Equity Commitment Letter or otherwise failed to comply with the Equity Commitment Letter and this Agreement ("Defaulting Sponsor"); provided, however, that such termination shall not affect any right of any Participating Sponsor as against such Defaulting Sponsor with respect to such failure to fund or any such other non-compliance. If the Participating Sponsors unanimously consent to proceed (and whether or not any Participating Sponsor elects to seek specific performance as against any Defaulting Sponsor in connection herewith), the amount of the commitment of each Defaulting Sponsor shall be offered, first, to the Participating Sponsors pro rata (based on the commitments of such Participating Sponsors), and, thereafter, as applicable, to one or more other co-investors, unanimously approved by the Participating Sponsors. Notwithstanding anything herein to the contrary, from and after the time any Sponsor becomes a Defaulting Sponsor, the approval or consent of such Defaulting Sponsor shall not be required for any purpose hereunder; provided, however, that each Defaulting Sponsor that ultimately participates in the Offer (as a result of any Participating Sponsor electing to seek specific performance as against such Defaulting Sponsor) shall cease to be a "Defaulting Sponsor" and shall have approval and consent rights hereunder.	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	4. Transfer Restrictions. During the Pre-Acceptance Period, no Sponsor shall transfer any portion of the Commitment or any interest in Purchaser ("Unit") other than to any investment fund affiliated with such Sponsor; provided, however, that no such transfer shall relieve such Sponsor of any corresponding or other portion of any obligation of such Sponsor under the Equity Commitment Letter or hereunder unless and until such fund: (a) has committed equity or similar available capital in amounts sufficient to satisfy such obligation; (b) executes and delivers to Purchaser an appropriate equity commitment letter, a joinder signature page to this Agreement, and each other document reasonably requested by Purchaser (collectively, the "New Sponsor Documents") and agrees to be bound hereby as a "Sponsor" hereunder; (c) certifies to each Party that such fund is capable of performing the obligations of such fund under each such New Sponsor Document; and (d) is approved by each non-transferring Participating Sponsor, which approval may not be unreasonably withheld, conditioned, or delayed.	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	5. Interim Period and Continuing Sponsors. Each Party shall use commercially reasonable efforts to negotiate and enter into at or prior to the Acceptance Time: (a) an amended and restated limited liability company agreement of Purchaser ("Purchaser LLC Agreement"); and (b) one or more definitive agreements with the Participating Sponsors (collectively, "Security Holder Agreements") providing for the unanimous consent of the Continuing Sponsors with respect to all decisions to be made by or on behalf of Purchaser with respect to any Offer Matter or the Company or any security issued or to be issued by the Company during the period on and from the Acceptance Date and until the time there ceases to be at least two Continuing Sponsors ("Interim Period"), including without limitation, any matter described in or contemplated by Section 1 hereof. For purposes hereof, "Continuing Sponsor" shall mean and refer to each Participating Sponsor that becomes a member of Purchaser and a party to the Purchaser LLC Agreement and Security Holder Agreements (collectively, the "Management-Ownership Agreements"), in each case, as long as such Sponsor continues to be a member of Purchaser and comply with the Management-Ownership Agreements.	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	6. Voting Agreements. Purchaser shall (and each Sponsor shall cause each Unit owned by such Sponsor, if any, to be voted to cause Purchaser to) authorize, issue, sell, or exchange, as applicable, Units to Participating Sponsors pro rata (based on the Commitments of Participating Sponsors) and otherwise in accordance with the Equity Commitment Letters and this Agreement; provided, however, that each Unit of any class or series shall be issued at the same price(s) and in the same proportion(s) as all other Units of such class or series.	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	7. Distribution, Redemption, and Other Transfer Rights. Notwithstanding anything herein or in any Management-Ownership Agreement to the contrary, each Continuing Sponsor may, at any time or from time to time in such Sponsor's sole discretion, cause Purchaser to distribute or otherwise transfer to such Sponsor all (but not less than all) of the amount of the Shares, if any, then owned by Purchaser equal to such Sponsor's pro rata share thereof (based on the Units then owned by all Sponsors) in redemption of or otherwise in exchange and as consideration for the Units then owned by such Sponsor.	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	8. Termination Fee. An amount equal to any termination or similar fee received by Purchaser, including, without limitation, any such fee paid by the Company or any affiliate, associate, or related party of the Company pursuant to a merger agreement or otherwise, or portion thereof remaining after making or confirming adequate provisions for the payment or reimbursement of Transaction Costs, shall be promptly distributed or otherwise paid to the Sponsors (other than any Defaulting Sponsor) or their designees, in any case, pro rata (based on the Commitments or Units of such Sponsors, as applicable).	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	9. Expenses. To the extent Purchaser has available funds, Purchaser shall promptly pay or reimburse, as applicable, all Transaction Costs incurred by or on behalf of Purchaser or the Sponsors in connection with the Offer as follows: (a) first, all such Transaction Costs reasonably incurred by or on behalf of Purchaser, including, without limitation, in connection with the formation or organization of Purchaser; and (b) second, all such Transaction Costs reasonably incurred by or on behalf of the Sponsors in connection with the Offer, which shall be paid or reimbursed pro rata (based on the Commitments or Units of such Sponsors, as applicable). Except as otherwise expressly provided hereby and to the extent Purchaser does not have available funds, each Sponsor shall be responsible for any and all fees, expenses, and other costs incurred by or on behalf of such Sponsor.	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	10. Disclosures; Legal Compliance. Each Party hereby represents and warrants to, and agrees with, each other Party that: (a) in connection with the Offer and this Agreement, such Party has not made, and shall not make, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; (b) all information provided by or on behalf of such Party to any other Party for inclusion or incorporation by reference in any Schedule TO or other filing with the Commission or any other tender offer material ("Provided Information") was, when provided, true, accurate, correct, and complete in all material respects; provided further, that such Sponsor shall cause such Provided Information and such filing and material, as applicable, to be amended and supplemented, in each case, as required by law and otherwise promptly and as necessary and appropriate to make the Provided Information and such filing and material, as applicable, true, accurate, correct, and complete in all material respects; (c) such Party shall not (and shall cause each related party of such Party not to) take any action or omit to take any action that would violate, or cause Purchaser to be deemed in violation of, any securities or other law applicable to the Offer, including, without limitation, (i) the U.S. Securities Exchange Act of 1934, as amended ("Exchange Act"), or Rule 14e-5 thereunder or (ii) with respect to tendering any security of the Company in the Offer or paying any consideration to, or entering into any contract, agreement, or arrangement with, any party in connection with or related to the Offer in violation of Rule 14d-10 under the Exchange Act; and (d) such Party shall use commercially reasonable efforts to cooperate with each other Party to establish protocols to ensure compliance with this Section.	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	11. Termination. This Agreement shall automatically terminate at and as of (the first to occur of): (a) 12:00 midnight, New York City time, on the 30th day after the Effective Date (if Purchaser has not commenced the Offer, with the unanimous consent of the Sponsors, by then); (b) the expiration of the Offer (if the Offer is not consummated pursuant to the terms of the Offer), subject to any extension or subsequent offering period; and (c) the expiration of the Interim Period (if the Offer is consummated pursuant to the terms of the Offer), in any case, unless sooner terminated by unanimous written consent of the Participating Sponsors; provided, however, that any liability for failure to comply with this Agreement shall survive any such termination. Notwithstanding the foregoing, each Section hereof (other than Sections 1 through 6 (inclusive) hereof) shall survive indefinitely following the termination of this Agreement.	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	12. Amendment. This Agreement may be amended or modified, and the provisions hereof may be waived, only by an agreement in writing signed by each of the Sponsors.	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	13. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with applicable law. The provisions hereof are severable, and any provision hereof being held invalid or unenforceable shall not invalidate, render unenforceable or otherwise affect any other provision hereof.	0.0	0.0	1.0
LOOKSMARTLTD_07_20_2012-EX-99.(D)(I)-SPONSORSHIP AGREEMENT.txt	14. Remedies. Except as otherwise provided herein, this Agreement shall be enforceable by all available remedies at law or in equity (including, without limitation, specific performance). Each Participating Sponsor shall be entitled, in their discretion, to either (a) specific performance of this Agreement and the Equity Commitment Letters, together with any costs of enforcement incurred by such Participating Sponsor in seeking to enforce such remedy against any Defaulting Sponsor or (b) payment by the Defaulting Sponsor in an amount equal to the out-of-pocket damages incurred by such Participating Sponsor. If any Participating Sponsor elects to enforce the remedy described in the preceding sentence against any Defaulting Sponsor, such Participating Sponsor shall do so against all Defaulting Sponsors. No party shall be entitled to recover lost profits or benefit of the bargain damages. If more than one Defaulting Sponsor is responsible for any damages, each such Defaulting Sponsor's liability for such damages shall be determined pro rata (based on the Commitments of such Defaulting Sponsors).	0.0	0.0	1.0

ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

EXHIBIT 10.5 NON-EXCLUSIVE DISTRIBUTOR AGREEMENT ... [Introduction]

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

1. DEFINITIONS ... 1.8 "Territory" shall mean the geographic area of Taiwan.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

2. APPOINTMENT ... Under no circumstances shall Distributor sell Products for use outside the Territory.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

3. DISTRIBUTOR RESPONSIBILITIES ... 3.9 Audits. JRVS shall be entitled at any time to audit the Distributor's books and records upon reasonable notice in order to confirm the accuracy of the Reports set forth in Section 3.4; provided, that no more than one such audit may be conducted in any three-month period.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

4. ORDERS AND ACCEPTANCE ... 4.6 Cancellations. Except as provided herein, all Orders for Products are non-cancelable, and Products are non-returnable (NC/NR).

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

5.1 JRVS Price ... 5.4 Taxes. All JRVS Prices are exclusive of any export, withholding, federal, state and local taxes, duties or excises other than taxes based on JRVS's net income.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

6. TERMS OF PAYMENT ... 6.2 Late Payments. All amounts which are not timely paid by the Distributor as required by this Agreement shall be subject to a late charge equal to one and one-half percent (1.5%) per month (or, if less, the maximum allowed by applicable law).

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

7. DELIVERY ... 7.3 Exclusion. JRVS will inspect all Products returned pursuant to the foregoing RMA procedures, and JRVS will not replace products where the defect is due to misuse, neglect, alteration or improper storage by the Distributor.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

8. PROPRIETY RIGHTS ... 8.5 Use of Trade Names. The Distributor will present and promote the sale of the Products fairly.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

9. CONFIDENTIAL INFORMATION ... 9.4 Remedies. Any breach of the restrictions contained in this Section 9 is a breach of this Agreement which may cause irreparable harm to the nonbreaching party. Any such breach shall entitle the nonbreaching party to injunctive relief in addition to all legal remedies.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

10. LIMITED WARRANTY ... 10.3 No Other Warranty. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 10, JRVS PROVIDES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PRODUCT AND DOCUMENTATION.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

11. INDEMNIFICATION ... 11.1 Indemnification by the Distributor. The Distributor agrees to indemnify, defend and hold JRVS and its affiliated companies and their directors, officers, employees, and agents (collectively, "Protected Parties") harmless from and against any and all claims (including those for personal injury or death) and liabilities (including attorneys' and other professional fees and other costs of litigation) by any other party arising out of or attributable to the Distributor's representation of the Products in a manner inconsistent with JRVS's Product descriptions and warranties or from the Distributor's marketing, distribution, use or sale of the Products.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

12. TERM AND TERMINATION ... 12.7 Survival of Certain Terms. The provisions of Sections 1, 3.9, 5, 6, 8, 9, 10, 11, 12, 13, 14, and 15 of this Agreement, and all payment obligations incurred during the term of this Agreement, shall survive the expiration or termination of this Agreement for any reason.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

13. LIMITATION OF LIABILITIES ... 13.2 Limitation on Actions. NO ACTIONS, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT, MAY BE BROUGHT BY DISTRIBUTOR MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

14. NOTICES ... To DISTRIBUTOR: Sunwai Technology 6th Floor, No. 258, Section 3, Nanjing East Road, Songshan District, Taipei 10051 Attention: Mr. SEI-PENG TU, President

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

15. GENERAL ... 15.12 Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement.

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ImineCorp_20180725_S-1_EX-10.5_11275970_EX-10.5_Distributor Agreement.txt

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST WRITTEN ABOVE. Sunwai Technology iMine Corporation ...

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

This Marketing Affiliate Agreement (the "Agreement") is entered into this 8th day of May 2014, by and between BIRCH FIRST GLOBAL INVESTMENTS INC., a corporation incorporated in the U.S. Virgin Islands, with its main place of business located 9100 Havensight, Port of Sale, Ste. 15/16, St. Thomas, VI 0080 (referred to as "Company") and MOUNT KNOWLEDGE HOLDINGS INC. and/or assigns, a corporation incorporated in the State of Nevada, with its main place of business located at 228 Park Avenue S. #56101 New York, NY 100031502 (referred to as "Marketing Affiliate" or "MA").

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Effective Date and Term. This agreement shall begin upon the date of its execution by MA and acceptance in writing by Company and shall remain in effect until the end of the current calendar year and shall be automatically renewed for successive one (1) year periods unless otherwise terminated according to the cancellation or termination provisions contained in paragraph 18 of this Agreement. Company and MA acknowledge that this Agreement is not a franchise as that term is defined under any and all applicable local, state and/or federal laws in U.S., as amended.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Grant of Rights. General Rights. Subject to the terms and conditions of this Agreement, Company hereby grants to MA the right to advertise, market and sell to corporate users, government agencies and educational facilities ("Clients") for their own internal language learning, soft skills and communication purposes only, and not for remarketing or redistribution, and not for use in a data center environment for multiple users Clients, unless otherwise agreed to by Company prior in writing, the Technology listed in Schedule A of this Agreement, and to sell and/or bundle Technology Maintenance for the Technology and to provide first line technical support and implementation services for the Technology in the territories listed in Schedule A of this Agreement, providing MA meets the criteria required for delivering services according to Schedule A.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Duties of MA. Best Efforts. MA agrees to use its best efforts to market and license the Technology to Clients consistent with the terms of this Agreement.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Sales Records. MA shall keep accurate records of the sales of the Technology and Maintenance, including Client Registration Cards and shall make these records available for review by a representative of Company within ten (10) business days following the end of each month.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Duties of Company. Commitment. So long as MA is not in default hereunder, Company agrees to provide Technology to MA in accordance with the terms and conditions of this Agreement.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Payment and Deliveries. Payment Terms. When fees are not collected directly from the corporate user, MA agrees to pay Company, in the manner and at the time specified below, the fee(s) on Company's current price list in effect at the time an order is received by Company as set forth in Schedule A.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Modifications and Version Upgrades. Company shall supply MA access to all major published modifications or upgrades to the Technology, which add enhancements to or correct known errors in the Technology.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Trademarks and Service Marks. Any tradenames, trademarks or service marks, which Company may obtain with regard to the Technology, are the sole property of Company and/or its Affiliates. Company hereby grants MA, during the term of this Agreement, the right to use Company and/or Company trade names, trademarks or service marks on Technology or in advertising or promotion relating directly to these products. Any use of such tradenames, trademarks or service marks must reference that these tradenames, trademarks or service marks are proprietary to Company and/or its Affiliates.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Unauthorized Use. MA shall notify Company promptly of any misuse of unauthorized use of the Technology, which comes to the attention of MA, and shall notify its Clients upon the request of Company when Company believes such Technology are being misused. MA shall cooperate, at Company's reasonable expense, with Company in any action, including any legal action, which Company may feel is necessary in order to protect the Technology.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Warranties by Company. EXCEPT AS EXCLUSIVELY SET FORTH IN THIS PARAGRAPH, COMPANY DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT RESTRICTED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE HEREBY DISCLAIMED.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Warranties by MA. MA agrees that any and all warranties made to Client shall be made only by MA. MA acknowledges and agrees that MA will make no representations to its Clients with respect to any warranty made by Company. MA hereby agrees to indemnify and hold Company harmless for any loss, damage, claim or action resulting from MA's failure to comply with any of MA's obligations under this Agreement. MA will be solely responsible for any claims, warranties or representations made by MA or MA's representatives or agents, which differ from the warranties, provided by Company in the applicable end user license agreement(s).

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Termination. This Agreement may be terminated by either party at the expiration of its term or any renewal term upon thirty (30) days written notice to the other party. Company acknowledges that this Agreement shall not be terminated for MA's failure to follow an operating plan, standard procedure, training manual, or substantial equivalent published in Paragraph 3 (k) of this Agreement, except that Company does reserve the right to terminate this Agreement for MA's failure to follow required procedures relating to the processing of sales contracts, invoices and billing related to Technology sold under this Agreement.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Confidential Information. "Confidential Information" Defined. "Confidential Information" includes: (a) the Technology (b) any personally identifiable data or information regarding any end user; (c) any and all information disclosed by Company to MA, in whatever format, that is either identified as or would reasonably be understood to be confidential and/or proprietary; (d) any notes, extracts, analyses or materials prepared by MA which are copies of or derivative works of Confidential Information or from which Confidential Information can be inferred or otherwise understood; and (e) the terms and conditions of this Agreement. "Confidential Information" does not include information received from Company that MA can clearly establish by written evidence: (x) is or becomes known to MA from a third party without an obligation to maintain its confidentiality; (y) is or becomes generally known to the public through no act or omission of MA; or (z) is independently developed by MA without the use of Confidential Information.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Non-assignment. MA may not assign, sell, lease or otherwise transfer in whole or in party any of the rights granted pursuant to this Agreement without prior written approval of Company.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Amendment. No amendment, change or variance from this Agreement shall be binding upon either party unless executed in writing and signed by an authorized representative of the party to be charged.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Severability and Construction. Should any part of this Agreement, for any reason, be declared invalid by a court of competent jurisdiction, such determination shall be not affect the validity of any remaining portion, and such remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid portion eliminated.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

Entire Agreement. This Agreement contains the entire agreement between the parties, and no representations, statements or inducements, oral or written, not contained herein, shall be binding upon the parties. Company expressly disclaims the making of, and MA acknowledges that it has not received a warranty or guaranty, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.

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CybergyHoldingsInc_20140520_10-Q_EX-10.27_8605784_EX-10.27_Affiliate Agreement

MARKETING AFFILIATE Technology PRICING AND TERMS Technology PRICING AND TERMS MATRIX. MA PURCHASE LEVEL1 MA QUOTA (UNITS OR Dollars)2 MA PURCHASE DISCOUNT3 III $1,000,001 and above 25% II $100,001 to $1,000,000 20% I $ 0 to $100,000 15% PURCHASE LEVEL - refers to level of purchased Technology on an annual basis, subject to annual review of the past twelve months following the anniversary date of this Agreement. PURCHASE QUOTA - refers to certain purchase amount levels in which MA may receive additional discounts, subject to additional terms and conditions. PURCHASE DISCOUNT - refers to the applicable discount available to MA purchases made from Company at Levels II and III with Level I being the original purchase price per Unit (or Package) amount for the Technology which MA pays Company. INITIAL ORDER COMMITMENT - MA commits to purchase a minimum of 100 Units in aggregate within the Territory within the first six months of term of this Agreement. SALES PERSONS - MA shall at all times have certified sales persons trained by Company on staff in accordance with certain minimums defined by each Purchase Level. SUPPORT PERSONS - MA shall at all times have certified support persons trained by Company on staff in accordance with certain minimums defined by each Purchase Level.

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