CHANNEL PARTNER AGREEMENT THIS CHANNEL PARTNER AGREEMENT (Agreement) is executed at _________ on this the _____ day of _______

2010 BETWEEN M/s Attero Recycling , a company registered under the Companies Act, 1956 and having its corporate office at B-92 Sector 63 Noida, UP, 201301 hereinafter referred to as the Company, which expression unless be repugnant to the context, shall mean and include successors and assigns of the One Part. AND __________________________, a company registered under the Companies Act, 1956 and having its registered office at ___________________________ hereinafter referred to as the Channel Partner, which expression unless be repugnant to the context, shall mean and include successors, affiliates and assigns of the Other Part. WHEREAS:

A.

The Company is registered as Approved E-Waste Recycler by the Central Pollution Control Board (CPCB) under 4, 19(2) and 19(6) of the Hazardous Waste Management & Handling Rules, 1989 as amended in 2008 and is operating a facility for the collection, reception, transportation, treatment and disposal of E-Waste and having their Recycling Machinery in Roorkee, Uttarakhand. As part of its business requirements the Company requires suitable E-Waste and used IT equipments hereinafter referred to as the Material and including but not limiting to Central Processing Unit(s), Laptop(s), Printer(s), Computer Printed Circuit Board(s) etc. The Channel Partner has represented that it can procure the Material for the Company and based on the representations of the Channel Partner, the Company has decided to source the same from The Channel Partner, who has approached the Company to distribute to the Company the Material it has procured. Subject to the other terms and conditions contained herein, the Company hereby engages the Channel Partner to procure the Material, during the term of the Agreement..

B.

C.

D.

As the context may require, the Company and the Channel Partner shall hereinafter be referred to severally as 'Party' and collectively as 'Parties' NOW THESE PRESENTS WITNESS AND THE PARTIES HERETO AGREE HEREBY AS FOLLOWS: Introduction This Agreement consists of the following Parts: I. II. Definitions Channel Partner as Marketing Representative
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III.
IV.

Channel Partner as Distributor General

PART I DEFINITIONS

1.

Definitions 1.1. Commission shall have the meaning ascribed to it in Clause 4 (a). organizations in the formal sector including services sector, manufacturing sector, government organizations etc.

1.2. Corporate Clients shall mean and include business, undertakings and

1.3. E-Waste shall mean and include used central processing units, computers,
laptops, mother boards of the laptops and computers, printed circuit boards, other electrical and electronic assemblies containing metals or alloys and such other items as may be notified by the Company from time to time. 1.4. 1.5. Used IT Equipments shall mean and include working electronic products like laptop, computers, printers etc. Informal Sector shall mean and include individuals, businesses and undertakings other than the Corporate Clients. waste.

1.6. Prospect means any entity that is a potential customer for bulk sale of E1.7. Term shall have the meaning ascribed in Clause 1(a) of Part 4 of the
Agreement.

1.8. Territory means [Territory to be defined]

PART II CHANNEL PARTNER AS MARKETING REPRESENTATIVE 1. Appointment

1.1. Subject to the terms and conditions of this Agreement, the Company hereby
appoints the Channel Partner as its marketing representative for the purposes of procurement of E-Waste from the Corporate Client within the Territory and the Channel Partner accepts such appointment.

1.2. The Company shall be free to appoint other dealers to supply the Material for the
same Territory.

1.3. Except with the consent of the Company, the Channel Partner shall not act as an
agent, dealer or otherwise act on behalf of any other entity with respect to procurement, sale or other transfer of E-Waste.

1.4. The Channel Partner shall report on all matters to Mr. [] [insert name &
designation of authorized person], at the Company, until further intimation. 2. Responsibilities of Channel Partner

2.1. Channel Partner to act as a marketing representative of the Company, and shall
discharge the following responsibilities:

2.1.1.
2.1.2.

Market for the procurement of the Material to the Corporate clients in the Territory. Participate in trade shows, fairs and other forums that give an opportunity to showcase the benefits of recycling E-Waste and Companys ability to recycle. Identify Prospects, forward any inquiries with regard to the Material especially procurement of the Material to the Company. Assist the Company in the conduct of negotiations with the Prospects and conclusions of contracts. Assist the Company in arranging logistics for shipping of procured Material. Meet any targets that may be agreed from time to time as regards the procurement of the Material. Bring to the attention of the Company any claim against the Company and assist in the defense of any claim. Unless the claim attracts the indemnification obligations of the Channel Partner, The Company shall bear the cost of defense of any such claim. Bring to the attention of the Company any violation of the Companys trademarks or other intellectual property and assist in the prosecution of legal action at the Companys cost.
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2.1.3. 2.1.4. 2.1.5. 2.1.6. 2.1.7.

2.1.8.

2.2.

As a marketing representative of the Company, the Channel Partner shall be bound by the following restrictions in addition to those prescribed in any other part of this Agreement: The Channel Partner shall not misrepresent, whether orally or in writing, anything about the Company or the ways in which the Material shall be dealt with and shall indemnify the Company against any claim, loss or damage suffered by the Company as a result of such misrepresentation. The Channel Partner shall not make binding commitments on behalf of the Company without the Companys prior written consent. Unless otherwise intimated in writing all binding contracts shall be executed between Prospects and the Company and the Company shall make all procurements directly from the Prospects. Channel Partner shall inform the Company of the prevailing list price of the Company for the procurement of Material and except with the prior written consent of the Company, the Channel Partner shall not quote a price which is different from the list price.

2.2.1.

2.2.2.

2.2.3.

3. Commissions

3.1. In consideration of fulfilling its obligations under this Agreement, the Channel
Partner shall be entitled to the commission as specified in Annexure A of this Agreement.

3.2. Commission shall become due to the Channel Partner only upon receipt of the
consignment of the Material by the Company from the Prospects.

3.3. The Channel Partner shall invoice the Company in respect of commission
monthly in arrears i.e. at the end of each month following the month during which the Company has procured the Material from the Prospects and the same shall be payable within 30 days of the receipt of the Invoice by the Company. 3.4. The said schedule of commission shall be renewed by the Company after the evaluating the performance of the Channel Partner on time to time basis.

4. Purchase Process

4.1. For each quarter the Parties shall agree on a target that the Channel Partner shall
meet at the end of the quarter. There will be periodical review during the quarter on the performance of the Channel Partner.

4.2. The Channel Partner shall not make any binding commitments on behalf of the
Company. All enquiries from Prospects shall be forwarded by the Channel Partner to the Company. Except for the stock and sale business done by the Channel Partner as a dealer/distribution to the Company, Prospects shall enter into agreements for taking the Material directly with the Company.

4.3. Once a binding agreement is entered into between the Company and the
Prospect, Channel Partner shall inspect the Material and confirm the quality and quantity of the Material.

4.4. Upon receipt of confirmation from the Channel Partner as regards the quality and
quantity, Company shall provide instructions to the Channel Partner for shipping of the same. Channel Partner shall assist the Company in arranging logistics (including storage) for shipping of the Material as per the instructions of the Company.

4.5. The Company shall have the right to reject Material for lack of quality or
quantity and in case of unaccepted Material the Channel Partner shall not be entitled to any commission.

4.6. At the end of every quarter the Channel Partner shall submit reports about the
fulfillment of his responsibilities in an agreed format. The purchase targets for the next quarter may be set or revised depending on the content of the report for the previous quarter.

4.7. The Company shall have the right to interact and deal directly with any Prospect
within the Territory provided the Company intimates the identity of such Prospects to the Channel Partner in writing from time to time. In that event the concerned Prospect shall be deemed not to have been led to the Company by the Channel Partner and the Channel Partner shall not be entitled to any commissions on the revenue generated from such Prospect.

4.8. In the event of any dispute regarding whether the Channel Partner was the first to
lead a Prospect to the Company, the Director of the Company shall have the right to finally determine the matter.

5. Rights and Responsibilities of the Company

5.1. The Company shall have the following rights, provided that these are exercised by prior written notice of 15 days: To specify from time to time its Material requirements. To vary the Territory. To audit the Channel Partners records to verify compliance with this Agreement.

5.1.1.
5.1.2.

5.1.3.

5.2. The Company shall have the following responsibilities : 5.2.1.

Provided that the Channel Partner fulfils his obligations under this Agreement, The Company shall be responsible for paying him the remuneration specified in Annexure A of this Agreement. At the request and expense of the Channel Partner, Company shall provide Channel Partner with any information and training necessary for procurement and handling of the Material. To supply the Channel Partner such marketing collaterals as the Company desires the Channel Partner to use in his activities under this Agreement. To arrange for the logistics.

5.2.2.

5.2.3. 5.2.4.

PART III CHANNEL PARTNER AS DEALER

1. Appointment and Scope of Work: 1.1. Subject to the terms and conditions of this Agreement, the Company hereby
appoints the Channel Partner as a Dealer to procure E-Waste from the informal Sector within the Territory and sell all such procured E-Waste to the Company. The Channel Partner accepts such appointment.

1.2. The Channel Partner shall procure E-Waste only from Informal Sector within the
Territory and shall offer for sale all such procured quantities to the Company.

1.3. Except with the prior written consent of the Company, the Channel Partner shall
(i) neither procure E-Waste from anyone other than the Informal Sector within the Territory nor act as an agent, dealer or otherwise on behalf of any other entity with respect to procurement, sale or other transfer of E-Waste; (ii) always sell EWaste at all times only to the Company.

2. Price and Payment: 2.1. The Company shall provide from time to time prices for various items within EWaste (List Price). The List Price shall the price at which the Company shall procure the E-Waste from the Channel Partner.

2.2. Subject to the other terms and conditions contained herein, the Channel Partner
shall be free to determine the price (Purchase Price) at which the E-Waste shall be procured. The different between the List price and the Purchase Price shall be the sole remuneration of the Channel Partner for marketing, procurement, storing and sale to the Company.

2.3. The Company shall have the right to revise the List Prices at any time with thirty
(30) days advance written notice to the Channel Partner. However price changes will not be applicable to orders of the Company where such orders have already been received and accepted by the Channel Partner.

2.4. Payments shall be made by the Company to the Channel Partner 30 days from
the receipt of the Material at the recycling plant of the Company at the Roorkee.

3. Security Deposit: 3.1. The Channel Partner will pay The Company an interest free non refundable
security deposit of Rs 1,00,000/- (One Lakh Only) for being the Channel partner of The Company. 4. Orders and Acceptance

4.1. All orders for purchase of E-Waste shall be initiated by written purchase orders
sent via air mail, email or via telefax to Channel partner and requesting a delivery date during the term of this Agreement. The Order shall specify the terms. In the absence of the terms in the Order, the terms as provided at
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Annexure B shall apply. No orders shall be binding upon the Company until accepted by Channel Partner in writing.

4.2. Channel Partner shall notify the Company of the acceptance or rejection of an
order and of the assigned delivery date for accepted orders within ten (10) days of receipt of the purchase order. If an Order is not rejected within the said 10 days, the same shall be treated as accepted.

4.3. Channel Partner shall be responsible for and shall deliver E-Waste as per the
specifications (quality, quantity etc) set out in the Companys purchase orders or as agreed in writing between the Parties from time to time.

4.4. Full payment (including freight, insurance, taxes or other applicable duties and
costs in accordance with the terms of the Order) for the procurement of E-Waste shall be made by the Company to the Channel Partner at the time of delivery. All Payments shall be subject to any statutory tax deductions and any other set offs.

5. Packing, Delivery and Shipment1 5.1. E-Waste delivered pursuant to the terms of Purchase Order shall be suitably
packed for transportation or shipment, and be delivered to the Company or its carrier agent, at which time (subject to Transfer of Title) title to such E-Waste and risk of damage and loss shall pass to the Company. Unless otherwise instructed in writing by the Company, Company shall select the carrier.

5.2. All documentation necessary for shipping and transportation of Material until the
Material reaches the recycling plan of the Company at Roorkee shall be provided by the Channel Partner. 5.3. 5.4. All freight, insurance, and other shipping expenses, shall be paid by the Company. Channel Partner shall procure all necessary insurance for risks that may arise in the process of transportation of E-Waste from Sellers destination to Buyers destination.

6. Rejection of Products: 6.1. The Company shall be entitled to inspect the E-Waste received from Channel
Partner and may reject any E-Waste that fails to meet the specifications set forth by the Company. Any E-Waste not properly rejected within thirty (30) days of receipt of E-Waste by the Company (the "Rejection Period") at the recycling plant of the Company at Roorkee shall be deemed accepted.

6.2. To reject any E-Waste the Company shall, within the Rejection Period, notify
Channel Partner in writing of its rejection and within fifteen (15) days of receipt of rejection notice, Channel Partner shall take back the rejected E-Waste at its own costs.

6.3. Channel Partner shall make immediate arrangements to supply E-Waste as a

substitute to meet the Order and shall keep the Company informed of the time and date for delivery of such substituted E-Waste.
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Client to verify these clauses and confirm 8

7. Reservation of Title:
7.1. Transfer of title for E-Waste transported to the Company shall be subject to full payment of the Purchase Price. Until such payment, E-Waste shall remain the property of Channel Partner. For all E-Waste to which the Company has partly paid it shall retain the title over such E-Waste and, it shall (i) carry full insurance on the E-Waste throughout the time they are in the Channel Partner's possession and (ii) Channel Partner shall segregate E-waste which the Company has title from other E-Waste.

8. The Channel Partner Obligations: 8.1. Purchase Targets. Upon the signing of this Agreement, the Channel Partner and
Company shall mutually agree in writing on an annual target value of E-Waste to be supplied by Channel Partner to the Company during the term of this Agreement ("Purchase Targets").

8.2. Promotion. The Channel Partner shall, at its own expense, vigorously promote
the benefits of re-cycling the E-Waste and encouraging public to sell the EWaste within the Territory. Such promotion shall include, but not limited to, advertising of the ill-effects of disposing of E-Waste, benefits of recycling etc within the Territory, participating in appropriate trade shows, preparing promotional Materials in appropriate language, website promotion etc.

8.3. Inventory. The Channel Partner shall at its own expense hold and maintain a
stocks of the E-Waste to fulfill its commitments under the various Order accepted in accordance with this Agreement. The Channel Partner shall be responsible for storage, handling of E-Waste including in accordance with Applicable Laws.

8.4. Representations. The Channel Partner shall not make any financial commitment
or pledge any assets or resources in the name of Company. All purchase and other agreements between the Channel Partner and its customers are the Channel Partner's exclusive responsibility and the Company shall have no obligations in this regard. The Channel Partner shall be solely responsible for, and shall indemnify and hold Company free and harmless from, any and all claims, damages or lawsuits arising out of the acts of the Channel Partner including with regard to procurement, handling, storage and transportation of E-Waste, its employees or its reps where such acts are in contravention of this agreement.

8.5. Personnel. The Channel Partner shall employ and maintain a fully qualified,
properly trained and experienced sales and technical personnel, sufficient to perform its obligations under this agreement. Channel Partner shall provide such training to the personnel of the Partner necessary to perform the obligations under this agreement.

8.6. Customer and Sales Information. The parties shall keep each other informed of
all matters that may be of importance supply of E-Waste. The Channel Partner shall provide, at its own expense, to the Company: 8.6.1. At the end of each month, submit market reports for the previous year and realistic purchase forecasts for the next year.
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8.6.2.

Submit relevant information about market development, pricing, and competing players in the market. Provide information and details for the customers visited to promote recycling of E-Waste and contact details for marketing/sales visits made

8.6.3.

8.7. The Channel Partner agrees that it will not use The Company name, trade names,
trademarks, copyrights, symbols, designs, logos or other marks (collectively Marks) without the written consent of the Company.

9. Product Liability And Insurance: 9.1. The Channel Partner shall, as soon as it becomes aware of a matter which may
result in a claim (whether against the Channel Partner or against the Company): 9.1.1. give notice to the company of the details of the matter; afford access to the company and permit copies to be taken of any Materials, records or documents in the possession of the Channel Partner as Company may require to take action; allow the company about the exclusive conduct of any proceedings and/or take whatever action as the Company shall direct to defend or resist the matter, including the use of professional advisers nominated by the company; not admit liability or settle the matter without the prior written consent of the company. The Channel Partner undertakes to maintain appropriate up-to-date and accurate records to enable the immediate recall of any of the Products from the customers. These records shall include records of deliveries to customers (including details of batch numbers, quantities, delivery date, name and address of customer, and telephone number and fax or telex number (and e-mail address if available). The Channel Partner shall provide access to this data as the company may require without restriction.

9.1.2.

9.1.3.

9.1.4. 9.1.5.

9.1.6.

9.1.7.

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PART-4 GENERAL

1. Term and Termination: 1.1. The term of this Agreement will commence on the date of this Agreement and,
unless earlier terminated as provided herein, will continue for a period of one year, at which time the term of this Agreement will automatically renew for successive periods of one year, unless either party notifies the other in writing at least thirty (30) days prior to the expiration of the then-current term of its desire not to renew the Agreement (Term). 1.2. Either party may terminate the Agreement by a prior written notice of thirty (30) days to the other party, if the other party commits breach of the Agreement is such breach is incapable of being cured during the notice period by the party in breach. time without cause by giving 30 days prior notice to The Channel Partner.

1.3. Notwithstanding the above, the Company may terminate the Agreement at any 1.4. Upon the termination of the Agreement, the Channel Partner shall cease to act as
Dealer and shall cease to supply E-Waste to the Company; the Company shall make all payments for the Orders accepted till the date of notice of termination.

1.5. Upon termination, the Company shall be free to continue to deal with the
Customers acquired through Part II of this agreement and Part III of this agreement without any obligation of further remuneration to the Channel Partner.

2. Representations and Warranties: 2.1. The Channel Partner represents and warrants to the Company, which
representations and warranties shall survive the execution of the Agreement and the consummate of the transactions contemplated herein, that

2.1.1.

The Channel Partner is duly organized, validly existing and in good standing and have the requisite power and authority to execute and deliver this Agreement; The execution, delivery and performance of the Agreement has been duly authorized by all necessary action on the part of the Channel Partner and is binding and enforceable against Channel Partner in accordance with its terms of the Agreement; The execution, delivery and performance of the Agreement by Channel Partner does not violate any provision of law and will not, with or without giving of notice or the passage of time, conflict with or result in a breach of any of the terms or conditions of, or constitute a default under, any indenture, mortgage, agreement or other instrument to which it is a party or by which it is bound where such conflict, breach or default would have a Materially adverse effect on the business operations or financial condition of Channel Partner or on its ability to perform its obligations under the Agreement; There are no actions, suits or proceedings or potential actions, suits or proceedings pending against the Channel Partner, which might have a
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2.1.2.

2.1.3.

2.1.4.

Materially adverse effect upon its business operations or financial conditions or its ability to enter into or perform its obligations under the Agreement. 2.1.5. The Channel Partner shall at all times comply with the Applicable Laws in respect of performance of its obligations under the agreement including in respect of marketing, purchase, sale, storage, handling and shipping of EWaste. The Channel Partner shall at all times exercise due care and diligence in performing its obligations under the agreement including in respect of marketing, purchase, sale, storage, handling and shipping of E-Waste. The Channel Partner shall at all times ensure that the E-Waste shall meet the specifications of the Company including as regards the quality.

2.1.6.

2.1.7.

3. Indemnification: 3.1. The Channel Partner shall indemnify, defend and hold the Company harmless
from and against all claims. Damages, losses, expenses (including attorney fees) arising out of or in relation to: (i) breach of any obligations or representations and warranties of the Agreement by the Channel Partner.

4. Non-Solicitation: 4.1. The Channel Partner (and/or any of its affiliate and/or group and/or associate)
shall not directly or indirectly solicit or entice away from the Company (or any of its affiliate and/or group and/or associate companies) any person who, at the relevant time, is employed by The Company or its affiliates, or is a customer, supplier, agent, dealer, distributor or otherwise, whether or not that person would commit a breach of contract by reason of leaving.

5. Notices:
5.1. Any notice, invoice, approval, advice, report or any other communication required to be given under to a Party hereunder shall be addressed and delivered to the place of business of such Party as set out in the Preamble of this Agreement or at such other address as may be communicated by such Party to the other Party from time to time for this purpose. Any notice given as aforesaid shall be deemed to be served or received at the time of delivery (if delivered by hand) or upon actual receipt (if sent by telegraph or facsimile) or fifteen (15) clear days after the date of posting.

6. Modification and Entire Agreement:

6.1. This Agreement may not be modified except by an instrument in writing duly executed by or on behalf of the parties. This Agreement supersedes any previous agreement or arrangement between the parties or any of them relating to the subject matter of this Agreement, and any such agreement or arrangement shall, with effect from the Effective Date, be deemed to be terminated by mutual consent of the parties; and, except for any accrued right or liability of any of the parties at the Effective Date, none of the parties shall be deemed to have any further right or obligation, or any accrued right or liability, under any such agreement or arrangement.
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7. Severability:
7.1. If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part or is so rendered by any applicable code, regulation or law, such provision or the relevant part of the affected provision, as the case may be, shall be deemed deleted without prejudice to the remainder of the affected provision and the remaining provisions of this Agreement which shall continue in full force and effect notwithstanding such deletion and the parties shall promptly after such deletion negotiate in good faith to agree a substitute provision or provisions complying with the said code, regulation or law.

8. Dispute Resolution: 8.1. Any dispute or breach arising out of or in relation to this Agreement shall be
referred to arbitration to be conducted by a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996. The venue of arbitration shall be New Delhi and the language of arbitration shall be English. The decision of the arbitrator shall be binding on the parties and the parties undertake not to dispute the same. Notwithstanding the foregoing, the Parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, and without abridging any of the powers of the arbitration panel and such an action shall not constitute abrogation of the agreement contained herein. The company shall appoint the arbitrator and such appointment shall be official and award passed by the said arbitrator shall be binding on both the parties.

9. Force Majeure: 9.1. If either Party is prevented or delayed in the performance of any of its
obligations under this Agreement by Force Majeure, that Party shall forthwith notify the other Party specifying the nature and extent of the circumstances giving rise to Force Majeure, and shall, subject to service of such notice, and have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events during the continuation of such events, and for such time after they cease as is necessary for that Party, using all reasonable endeavors, to recommence its affected operations in order for it to perform its obligations and the corresponding obligations of the other Party shall be suspended to the same extent.

9.2. Force Majeure, which affects the sub-contractor or supplier of Party, shall be
deemed to affect that Party.

9.3. If any Party is prevented from performance of its obligations for a continuous
period in excess of six months, the other Party may terminate this Agreement forthwith on service of written notice upon the Party so prevented, in which case neither such Party shall have any liability to the other except that rights and liabilities which accrued prior to such termination shall continue to subsist and all amounts due to the Parties pursuant to the Agreement shall be paid.

9.4. The Party claiming to be prevented or delayed in the performance of any of its
obligations under this Agreement by reason of Force Majeure shall use reasonable endeavors without hereby being obliged to incur any expenditure to bring the Force Majeure event to a close or to find a solution by which the
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Agreement may be performed despite the continuance of the Force Majeure event.

10. Confidential Information: 10.1. All information provided by the Company to the Channel Partner shall at all
times remain the sole and exclusive property of the Company. Upon termination/expiry of this Agreement, Confidential information shall be returned to the Company or destroyed in accordance with the instructions of the Company and evidence of such destruction shall be provided to the Company to its reasonable satisfaction. Company may at its sole option witness such destruction.

10.2. The Company shall hold all information, data, Material, instructions,
Communications, the terms and conditions of business as strictly confidential, whether received in oral form or in written form from the Company. The breach of this clause shall be construed as a Material breach and the Company may terminate this Agreement forthwith in case of breach on the part of the Channel Partner.

10.3. To restrict access and disclosure Confidential Information of the Customer to

such of Channel Partner on a need to know basis and upon the execution of a written undertaking from such employees, agents an third parties to maintain confidentiality of all the Confidential Information disclosed to them in accordance with this clause.

10.4. Each party agrees to regard and preserve as confidential all information,
documents and Materials (in whatever format or media) related to the business and activities of the other party, its customers, clients, suppliers and other entities with whom the other party does business (including, without limitation, price lists, passwords and pass codes, business and trade secrets, passenger, customer or client lists and records, and economic and business and marketing information, plans and data, know-how, schematics and diagrams), that may be obtained by such party from any source or may be developed as a result of this Agreement whether identified as such or might reasonably be understood from the circumstances as confidential (referred to as Confidential Information). 10.5. Information shall not be considered Confidential Information to the extent that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained from the disclosing party; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement or any Statement of Work or any other agreement; (iii) becomes publicly available through no wrongful act of either party; (iv) independently developed by one party without reference to any of the Confidential Information of the other; or (v) required to be disclosed pursuant to a requirement of a governmental agency or law enforcement authority or regulatory body, or by judicial decision so long as the Parties provide each other with reasonable advance written notice of such requirements.

10.6. Each party will as soon as reasonably practicable notify the other party of any
actual or suspected misuse or unauthorized disclosure of the other partys Confidential Information.

10.7. Upon the termination of this Agreement, at the other partys instruction, each
party either will (i) return to the other party all of the disclosing partys
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Confidential Information in its possession and provided in connection with this Agreement or any Statement of Work, or (ii) destroy such Confidential Information. Each party will confirm in writing its compliance upon the request of the other party.

11. Waiver:
11.1. Failure to exercise its rights by either Party in any instance shall not be deemed to be a general waiver by such Party of that right or of all its rights. IN WITNESS WHEREOF the parties hereto have executed this agreement the day and year first above written. The Company Signature Name Title Place WITNESSES: Channel Partner

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