The parties hereto shall submit any dispute arising under, out of, or in connection with this Agreement to mediation in [STATE] under the applicable mediation rules of the American Arbitration Association. All costs of such mediation shall be borne equally by the parties hereto. If such dispute is not entirely resolved through mediation, any unresolved matters relating to such dispute shall be determined and settled by arbitration in [STATE] pursuant to the rules of the American Arbitration Association for resolution of commercial disputes. Any award rendered therein shall be final and binding on all parties hereto and judgment may be entered thereon in any court of appropriate jurisdiction. All costs of such arbitration may be allocated among and awarded to the parties per the arbitrator’s sole discretion. [OPTION 2]Dispute Resolution. Resolution of any and all disputes arising from or in connection with this Agreement ("Disputes") shall be exclusively governed by and settled in accordance with the provisions of this Section.The parties shall make a good faith attempt to resolve any Dispute arising out of or relating to this Agreement through informal negotiation between appropriate representatives or each of each party. If at any time either party feels that such negotiations are not leading to a resolution of the Dispute, such party may send a notice to the other party describing the Dispute and requesting a meeting of the senior executives from each party. Within ten (10) business days after such notice of a Dispute is given, each party shall select appropriate senior executives (e.g. director or V.P. level) of each party who shall have the authority to resolve the matter and shall meet to attempt in good faith to negotiate a resolution of the Dispute prior to pursuing other available remedies. During the course of negotiations under this Section 15.4 (a), all reasonable requests made by one party to the other for information, including requests for copies of relevant documents, will be honored. The specific format for such negotiations will be left to the discretion of the designated negotiating senior executives but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other party. In the event that any Dispute arising out of or related to this Agreement is not settled by the parties within thirty (30) days after the first meeting of the negotiating senior executives, either party may commence litigation with respect to the Dispute. However, except as provided below in Section 15.4 (b), neither party shall commence litigation against the other party to resolve the Dispute (i) until the parties try in good faith to settle the Dispute by negotiation for at least thirty (30) days after the first meeting of the negotiating senior executives, or (b) until forty (40) days after notice of a Dispute is given by either party to the other party, whichever occurs first.Any Dispute regarding the following is not required to be negotiated prior to seeking relief from a court of competent jurisdiction: (i) breach of any obligation of confidentiality; infringement, misappropriation, or misuse of any intellectual property right; or (ii) any other claim where interim relief from the court is sought to prevent serious and irreparable injury to a party. However, the parties to the Dispute shall make a good faith effort to negotiate such Dispute, according to the above procedures, while such court action is pending.IF FOR ANY REASON THIS DISPUTE CLA-- USE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELTING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO. [OPTION 3]Disputes. Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled by binding arbitration in [CITY/STATE]. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of [NAME OF ARBITRATOR], with the following exceptions if in conflict: (a) one arbitrator shall be chosen by [ARBITRATOR]; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the Arbitrator’s rules and regulations) of the proceeding has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity, provided however, that nothing in this subsection shall be construed as precluding brining an action for injunctive relief or other equitable relief. The arbitrator shall not have the right to award punitive damages or speculative damages to either party and shall not have the power to amend this Agreement. IF FOR ANY REASON THIS ARBITRATION CLA-- USE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELTING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO

In the event that a Stockholder or any group thereof proposes to sell or otherwise dispose of (a “Disposition”) at least [80]% of the outstanding shares of Common Stock of the Company as of the date hereof (assuming the conversion of all securities of the Company convertible into Common Stock) to a party unaffiliated with such Stockholder(s) (a “Purchaser”), such Stockholder(s) (the “Selling Stockholders”) shall provide notice of such proposed Disposition (“Seller’s Notice”) to each of the other Stockholders no later than [20] days prior to the proposed closing of such Disposition, and the Selling Stockholders shall have the right to require such other Stockholders to sell the Shares owned by them to the Purchaser at the same price and upon the same terms as are applicable to the sale of Shares by the Selling Stockholders.

Warranty of Merchantability The [software] is provided by [Licensor] to Company "as is" without warranty of any kind, express or implied. [Licensor] makes no warranty to Company that the [Software] shall operate in accordance with the Documentation or otherwise perform in any functional manner. [Licensor] shall have no liability with respect to any failure of the [Software] to perform in any manner. EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, [LICENSOR] MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE [SOFTWARE] AND DOCUMENTATION, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. WARRANTY [OPTION 2] Disclaimer of Warranties, Liability. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 14.1 HEREOF, THE COMPANY PROVIDES THE SERVICE "AS IS" AND DOES NOT WARRANT ITS EFFECTIVENESS, -- USEFULNESS OR RELIABILITY. THE WARRANTY IN SECTION ____ IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT; PROVIDED, HOWEVER, THAT THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL PERFORM UNINTERRUPTED OR ERROR FREE. IN NO EVENT SHALL THE COMPANY OR ITS AGENTS OR AFFILIATES BE LIABLE TO RESELLER OR OTHER THIRD PARTIES FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, MULTIPLE OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION AND LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE, IN NO EVENT WHATSOEVER SHALL THE CUMULATIVE LIABILITY OF THE COMPANY AND ITS AFFILIATES OR AGENTS HEREUNDER EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO THE COMPANY HEREUNDER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. Disclaimer of Other Representations. Reseller shall be responsible for providing a warranty and remedies (if any) directly to its Subscribers and shall not extend a warranty that exceeds or modifies the limited warranty set forth in Section ___. All representations made or agreements executed by Reseller pursuant to this Agreement shall be Reseller’s sole responsibility. Furthermore, each such agreement shall contain an acknowledgment by any third party that it is not relying on any representations or warranties made by the Company except for those warranties expressly made in the Company’s EULA.

The Company shall indemnify, to the fullest extent permitted by law, any person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal administrative, investigative or otherwise, and whether by or in the right of the Company, its stockholders, a third party or otherwise (a “Proceeding”), by reason of the fact that he is or was a director, officer, employee or agent of the corporation (an “Indemnitee”), or is or was a serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including, but not limited to, attorneys’ fees), liability, loss, judgments, fines, excise taxes, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such Proceeding, including expenses incurred in seeking such indemnification. However, such indemnification shall exclude (i) indemnification with respect to any improper personal benefit which such Indemnitee is determined to have received and of the expenses of defending against an improper personal benefit claim unless such Indemnitee is successful on the merits in such defense, and (ii) indemnification of present or former officers, directors, employees or agents of a constituent corporation absorbed in a merger or consolidation transaction with this corporation with respect to their activities prior to such transaction, unless specifically authorized by the board of directors or stockholders of the Company. Such indemnification shall include prompt payment of expenses incurred by an Indemnitee in defending a Proceeding in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of such Indemnitee to repay such amounts if it shall ultimately be determined that he is not entitled to be indemnified by the Company, which undertaking shall be an unsecured general obligation of the Indemnitee and may be accepted without regard to his ability to make repayment.