Reseller Agreement

JumpVault Reseller Agreement

THIS AGREEMENT made as of ___________, 2006 between QuickVault Incorporated, of Alpharetta, Georgia (the "Company") and , of (the "Sales Reseller")

WHEREAS the Company carries on the business of software backup solutions under the trade name of "QuickVault, Incorporated" (the "Business");

AND WHEREAS the Company and the Sales Reseller wish to enter into a sales Reseller agreement governing the terms and conditions of this agreement;

NOW THEREFORE this agreement witnesses that in consideration of the foregoing and the mutual covenants and agreements set out below and of other good and valuable consideration, the parties hereby agree as follows:

1. Term of Agreement. The agreement for the Sales Reseller shall commence on the date hereof and continue for a term of twelve (12) months or until terminated in accordance with the provisions of this Agreement.

2. Duties and Responsibilities of Sales Reseller. The Sales Reseller shall be responsible for the following duties and responsibilities:

(a) to sell Jumpvault Backup Software into corporate and government "end user" accounts with or without hardware components and to promptly forward all leads and secured orders to the Company;

(b) to faithfully and accurately represent the Company, its policies, to potential and current customers, and to use reasonable efforts to promote the interests of the Company;

(c) to report to Company in writing on a monthly basis to discuss sales activity and related issues grouped by customer and product;

(d) to immediately inform the Company of all problems relating to the Business and the Company's customers;

(e) to inform the Company annually regarding other business firm(s) and products represented during the duration of this agreement with the Company.

3. Non-Competition. The Sales Reseller also hereby agrees and covenants that, during the duration of this Agreement, you shall not represent any similar business or product line.

4. No Retailers. The Sales Reseller is strictly prohibited from selling QuickVault products for subsequent resale to retail channels.

5. No OEM Accounts. The Sales Reseller is strictly prohibited from selling QuickVault products to OEM channels.

6. Remuneration. The Sales Reseller shall be paid on a commission basis by the Company as follows:

(a) The Company shall pay to the Sales Reseller a sales commission based on tiered pricing guidelines (Attachment A). Tiered pricing is calculated on a per-order basis. Sales commission rates and pricing are subject to change during the course of this agreement

(b) For any established pricing tier, the Reseller is free to negotiate additional discounts with customers. However, commission will be based on pricing guidelines irrespective of actual customer pricing.

(c) The Sales Reseller must obtain, in writing, Company approval for any pricing (for order quantities) which falls above the established pricing guidelines. .

(d) Commissions will be paid to the Reseller within 30 days of the Company receiving payment from the customer.

(e) Commissions paid by the Company to the Sales Resellers on products which are returned by the customer after the date of sale shall be paid back to the Company by the Sales Reseller.

7. Minimum Monthly Quota. After discussion with the Sales Reseller, the Company shall set, at their sole discretion, a reasonable minimum monthly quota expected of the Sales Reseller per month. This process will occur at the end of the Sales Reseller's Probationary period. Resellers who fail to meet minimum sales quotas may be terminated at the sole digression of the Company.

8. Sales Materials. The Company shall provide the Sales Reseller discounted pricing for product samples, brochures, and/or catalogues as may reasonably be required for sales purposes.

9. Termination of Agreement. The agreement may only be terminated as follows:

10. Product Samples: The Sales reseller is responsible for purchasing of all samples for demonstration and customer testing purposes. The Sales Reseller will have the right to purchase up to 6 units of each product offering at the deepest discounted price available at the time of the purchase. This purchase price is only available once each month and are NOT intended for resale to customers. These purchases will be requested through the Sales Resellers replicating site and will be on a credit card transaction.

(a) Probationary Period. The parties hereto agree that, during the initial three (3) month period of this Agreement (the "Probationary Period"), either party may terminate this agreement at any time without justifiable reason or just cause with one (1) month's advance notice of termination in writing.

(b) Termination by the Company. During the Probationary Period and subsequent thereto, the Company may terminate the agreement at any time:

(i) with just cause, in which case the Sales Reseller is not entitled to any advance notice of termination or compensation in lieu of notice; and

(ii) without just cause, in which case the Company shall provide the Sales Reseller with two (2) weeks' advance notice of termination.

(iii) It is specifically understood and agreed that upon fulfillment of the obligations set out in paragraph 7(b)(ii) above, the Company has no further obligation to the Sales Reseller for notice or damages whether at common law, equity, or otherwise.

(c) Termination by the Sales Reseller. The Sales Reseller may terminate this agreement with the Company at any time during or after the conclusion of the Probationary Period by providing the Company with at least two (2) weeks' advance notice.

(d) Payment of Unpaid Commissions. Upon termination of this agreement in accordance with the provisions of this Agreement, the Company shall pay to the Sales Reseller all unpaid commissions less any deductions set forth in paragraph 4(e) within thirty (30) days after the date of termination. If