This Solution Partner Agreement (“Partner Agreement”) is entered into by Secure Edge Networks, Inc., a Delaware corporation with an office at 2459 Wilkinson Blvd., Suite 220, Charlotte, NC 28208 (“SecurEdge” or “Secure Edge”) and the legal entity entering into this Partner Agreement (“Solution Partner”).  SecurEdge and Solution Partner are each a “Party” and collectively, the “Parties” to this Partner Agreement.  This Partner Agreement is subject to the Ecosystem Agreement entered into by the Parties separately (the “Agreement”).  By signing a physical or electronic version of this Partner Agreement, or by otherwise electronically accepting this Partner Agreement in connection with the Solution Partner’s participation in the Ecosystem (click-through acceptance is effective), Solution Partner agrees to be bound by this Partner Agreement.  This Partner Agreement becomes effective when it is signed or electronically accepted by Solution Partner.

1. SecurEdge commercializes an online business ecosystem (the Ecosystem, as further described in the Agreement) that enables various parties to license, provide and/or receive various products, software, services, or content;

2. Solution Partner is an entity or individual that, within the Ecosystem, provides products or services to Service Providers or Customers referred by Service Providers but does not sell directly to Customers through Central Office; and

3. Solution Partner and SecurEdge have entered or are entering into the Agreement in connection with this Partner Agreement; and

4. Solution Partner and SecurEdge desire to enter into this Partner Agreement to augment the terms and conditions pursuant to which Solution Partner will join and participate into the Ecosystem.  

1. Definitions

   1. Unless specifically defined below in this Partner Agreement, capitalized terms are defined in the Agreement.

2. Solution Partner’s Activities within the Ecosystem

   1. Scope of this Addendum. To become part of the Ecosystem and operate as a “Solution Partner” (as such term is defined in the Agreement), Solution Partner must enter into the Agreement and into this Partner Agreement.  Solution Partner acknowledges and agrees by participating into the Ecosystem as a “Solution Partner” (as such term is defined in the Agreement), Solution Partner agrees to be bound by the Agreement and by this Partner Agreement.  This Partner Agreement is subject to the terms and conditions of the Agreement, except that in the event of any conflict between the provisions of this Partner Agreement and the Agreement, the provisions of this Partner Agreement will prevail to the extent expressly stated in this Partner Agreement.

   2. Solution Partner Activities. Subject to Solution Partner remaining in compliance with this Partner Agreement and the Agreement, Solution Partner is authorized, within the Ecosystem, to (i) sell, license or otherwise provide any Solution to a Service Provider for resale, license or provision to Customers pursuant to a direct agreement between the Solution Partner and that Service Provider, and/or (ii) to Customers pursuant to a direct agreement between the Solution Partner and that Customer.  For example, Solution Partner may operate within the Ecosystem as a Distributor, Manufacturer, Independent Software Vendor, Internet Service Provider, Financial Services Provider, or in other similar capacities, in which cases Solution Partner would sell, license or provide its products, software or services to a Service Provider for resale, license or provision to a Customer, or to a Customer within the Ecosystem.

   3. Solution Partner Account. To list and make available Solutions within the Ecosystem, Solution Partner must open a partner account through Central Office (the “Partner Account”) and provide all information required by SecurEdge to approve Solution Partner as a “Solution Partner” as defined in the Agreement.  SecurEdge may use Solution Partner’s contact information provided to send to Solution Partner information regarding announcements, programs, updates, and other such communications for Solution Partner’s Partner Account.  Solution Partner agrees that SecurEdge may display Solution Partner’s contact information (including email address) to Customers and Service Providers as reasonably needed for technical support and transactional purposes.  Solution Partner is responsible for all activities that take place within its Partner Account.  

   4. Listing Solution Partner’s Solution.

      1. Submission. Solution Partner must submit to Secure Edge each Solution that Solution Partner wishes to list in Central Office, including any related documentation and updates.  Solution Partner is solely responsible and liable for the commercialization of its Solution within the Ecosystem, including all delivery and support.  

      2. Updates to Solutions. To the extent that Solution Partner makes available updates to Solution Partner’s Solutions, those updates will become part of the Solution upon incorporation into the Solution, and are subject to this Agreement.

      3. Evaluation. Each Solution and all relevant updates, upgrades and related materials, are subject to evaluation by SecurEdge, both before and after a listing of such Solution is made available in Central Office (“Evaluation”).  Solution Partner will promptly provide all information reasonably requested by SecurEdge to conduct each Evaluation.  As part of the Evaluation, SecurEdge will verify whether the Solution, updates and materials meet SecurEdge’s relevant criteria, including compliance with the applicable documentations and descriptions provided by Solution Partner.  SecurEdge has the right to not accept and/or to remove from Central Office and the Ecosystem any Solution or relevant update, upgrade or related material if SecureEdge concludes after conducting an Evaluation that it does not meet SecurEdge’s relevant criteria.  The Parties will collaborate in good faith to resolve any issues identified by SecurEdge during an Evaluation.  

      4. Post Listing. Solution Partner will ensure that the descriptions for its Solutions in Central Office follow professional standards, are accurate, are not misleading, use appropriate keywords, and observe any other listing guidelines provided by SecurEdge.  SecurEdge may modify the descriptions of the Solution Partner’s listings in Central Office as reasonably necessary to ensure compliance with SecurEdge’s applicable guidelines.  

      5. Removal by Solution Partner. If Solution Partner wishes to remove any Solution posted by Solution Partner in Central Office, Solution Partner may do so via Solution Partner’s Partner Account in Central Office. 

      6. Removal by SecurEdge. SecurEdge may remove or suspend Solution Partner’s access to Central Office, its Partner Account, and/or any Solution for: (i) Solution Partner’s breach of this Partner Agreement or of the Agreement; (ii) termination of this Partner Agreement or of the Agreement; (iii) any claim that the Solution infringes the IP Rights of a third party; (iv) any complaint that the Solution or Solution Partner violates  any applicable law, regulation, or SecurEdge guideline, or (v) if requested by any governmental authority.  The Parties will collaborate in good faith to resolve any such issues.

      7. IP Claims. If Solution Partner believes another Solution or third-party content in Central Office violates Solution Partner’s IP Rights, Solution Partner may submit a claim to SecurEdge.  If SecurEdge refers a claim to Solution Partner from a third party alleging any IP Rights violation by Solution Partner, Solution Partner will promptly respond and act in good faith as appropriate under the circumstances.

      8. Solution Placement and Promotion. SecurEdge reserves the right to determine how and where any Solution is placed and promoted within Central Office.

   5. Engagements. Solution Partner, not SecurEdge, will license or grant any necessary use rights to Solution Partner’s Solutions directly to Service Providers or Customers, pursuant to written agreements entered into directly by the Solution Partner and Service Providers and/or Customers.  Solution Partner will ensure that all such agreements are consistent with any obligations under this Agreement.  Solution Partner will indemnify and hold harmless SecurEdge from any claims or liability that may arise in connection with any relationship established by Solution Partner with Service Providers and/or the Service Providers’ Customers. 

3. Financials

   1. Ecosystem Transaction Revenue Share. In consideration of the transactions conducted by Solution Partner within the Ecosystem, unless otherwise agreed upon by the Parties in writing (electronic agreement acceptable), Solution Partner will pay to SecurEdge the revenue share fees specified in Schedule A (Partner Type and Marketplace Fee), which will be agreed upon by the Parties separately in writing (electronic signature and approval acceptable) (“Transaction Fees”).  For clarification, unless otherwise agreed upon by the Parties, the Transactions Fees are determined as a percent of the revenue derived by Solution Partner from the sales, licenses and/or other commercialization of Solutions to Service Providers or Customers, as applicable, within the Ecosystem.

   2. Payment Logistics. Service Provider will ensure that it receives payments from Customers for all Solutions and for all activities conducted by Service Provider within the Ecosystem.  Amounts due to Service Provider for the re-sale of (i) SecurEdge hardware products are paid when funded by a finance Solution Partner, and (ii) SecurEdge software products are paid upon receipt by the SecurEdge Ecosystem.  Service Provider must review the Transaction Fees on an ongoing basis to ensure that it is aware of any revisions.  If Service Provide conducts any transaction that triggers any Transaction Fee after any revision is made by SecurEdge to any such Transaction Fee or Central Office Fee, Service Provider is considered to have accepted the respective revised Transaction Fee or Central Office Fee.

4. Intellectual Property

   1. License to Central Office. Subject to Solution Partner’s ongoing compliance with this Partner Agreement and with the Agreement, SecurEdge grants to Solution Partner a nonexclusive license to use Central Office in the course of Solution Partner’s activities within the Ecosystem.  The foregoing license (1) is limited to the version and format of Central Office made available by SecurEdge to Solution Partner, (2) includes the right for Solution Partner to sublicense Central office directly to Service Providers in the course of Solution Partner’s activities within the Ecosystem, (3) is subject to Solution Partner’s ongoing compliance with any limitations or use guidelines specified in the applicable Central Office documentation made available by SecurEdge to Solution Partner, (4) is assignable by Solution Partner along with this Partner Agreement to the extent this Partner Agreement is assignable by Solution Partner in accordance with the Agreement. 

      1. License Term. The license to Central Office specified in Section 4.a above becomes effective when this Partner Agreement becomes effective and will remain in effect for an initial term of one year (the “Initial CO Term”).  Upon expiration of the Initial CO Term, this license will automatically renew for additional successive renewal terms of one year each (each a “Renewal CO Term”), unless either Party provides notice declining such renewal at least sixty (60) days prior to the beginning of the upcoming Renewal CO Term.  Notwithstanding the foregoing, the license to Central Office specified in Section 4.a above will automatically terminate upon any termination or expiration of this Partner Agreement or of the Agreement.

   2. License from Solution Partner.

      1. Grant of Rights. Solution Partner will ensure that it sale or license of Solution Partner’s Solutions will be to the applicable Service Provider(s).  Service Providers will be responsible for setting the prices at which they provide Solution Partner’s Solutions to their Customers, however, Solution Partner may suggest the price to be charged to Customers. Solution Partner’s Solution may be bundled with other services and products available on Central Office and sold by the Service Provider to a Customer. The Customer will make payment through Central Office, and SecurEdge will pay Solution Partner the applicable Net Profit upon receipt of payment by the Customer for Solution Partner’s Solution. Solution Partner’s terms of use, license agreement, and privacy policy for the Solutions will apply to Customers that result from resale of Solution Partner’s Solutions by Service Providers. 

      2. License to SecurEdge. Solution Partner does not transfer ownership of any Solution by listing it on Central Office. By listing a Solution in Central Office, except for third party rights and material under open source licenses described below, Solution Partner grants to SecurEdge a nonexclusive, worldwide, royalty free and fully paid up, nonassignable and nontransferable (except to the extent that SecurEdge can assign this Partner Agreement as permitted in the Agreement) license, during the Partner Agreement Term, to host, display, reproduce, use and manage Solution Partner’s Solutions within the Ecosystem, with the right to sublicense to Service Providers and Customers as necessary to support Service Provider’s contractual engagements with Service Providers and any related use by Customers.

      3. License to Service Providers. By listing a Solution in Central Office, Solution Partner grants to Service Provers a worldwide, non-exclusive license to (a) host, install, reproduce, publicly perform, display and mange Solution Partner’s Solutions, and (b) resell or license (as applicable) Solution Partner’s Solutions to Customers within the Ecosystem.

   3. Confidentiality. All information exchanged by Parties in connection with this Partner Agreement is considered Confidential Information under the Agreement. 

5. Term and Termination

   1. Term. This Partner Agreement becomes effective on the Effective Date and will continue in effect until terminated in accordance with Section 5.b. below (“Partner Agreement Term”).

   2. Termination. Either Party may terminate this Partner Agreement at any time by giving ninety (90) days prior written notice of termination to the other Party.  Solution Partner will not receive any refund of any fees prepaid by Solution Partner for the license of Central Office in the event of any termination or expiration of this Partner Agreement.   

   3. Effect of Termination.

      1. Phaseout. Within ninety (90) days of either party’s notice of termination of the Agreement, SecurEdge will remove all listings for Solution Partner’s Solutions from Central Office and notify Service Providers that the Solution has been removed and may not be sold, licensed or otherwise provided to Customers after the termination date.  If a Solution is removed from Central Office, it will continue to be available to Customers who have purchased the Solution on a subscription basis, and Solution Partner will continue to receive Net Profits from such payments until such subscriptions have terminated.  Service Provider must continue to provide any services that are part of your Solution to each Service Provider and existing Customer during such period. 

      2. Survival. The provisions of Sections 1, 3 to the extent that any payment obligations are not completed as of the date when this Partner Agreement terminates or expires, 4.b to the extent that the licenses from Solution Partner to any Customer or Service Provider survive termination or expiration of this Partner Agreement, 4.c, and 5.c will survive any termination or expiration of this Partner Agreement.