Verso Technologies, Inc. Page 1 INDEPENDENT SALES REPRESENTATIVE AGREEMENT This Independent Sales Representative Agreement (the “Agreement”) is entered into as of _______________________, (the “Effective Date”) by and between Verso Technologies, Inc. (“Verso”), a Minnesota corporation with offices at 400 Galleria Parkway, Suite 300, Atlanta, GA 30339 (“Verso“), and ________________________, a ________________ corporation with principal offices at ______________________________________________________________ (“Representative”). In consideration of the mutual promises contained herein, the parties agree as follows: 1. DEFINITIONS (a) “End User” means a person or entity in the Territory that acquires one or more Products for its own internal use, and not for resale, remarketing, lease, loan or redistribution. A service provider in the Territory that acquires Products for its own internal use for the purpose of providing telecommunications services to its own customers will be considered to be an “End User” within the meaning of this Agreement. (b) “Products” means those Verso products and services listed in Exhibit A hereto, which may be amended from time to time by Verso upon not less than thirty (30) days prior notice; (c) “Territory” means the geographical area(s) set forth on Exhibit B attached hereto. 2. APPOINTMENT AND AUTHORITY OF REPRESENTATIVE; OWNERSHIP (a) Sales Representative. Subject to the terms and conditions of this Agreement, Verso hereby appoints Representative as an authorized independent sales representative of Verso for the Products in the Territory, and Representative hereby accepts such appointment. Such appointment is on a non-exclusive basis as to product, territory or distribution channel and is limited to the solicitation of orders from End Users in the Territory for the benefit of Verso. Such appointment shall not be deemed to restrict Verso in any way from appointing other entities in the Territory to distribute Products to End Users or resellers for any purpose whatsoever, or from engaging in any other use or activity with respect to Products anywhere in the world, including the Territory. Representative shall be authorized to solicit orders for the Products in the Territory only in accordance with the terms and conditions of this Agreement. (b) Direct and Indirect Sales. Verso reserves the right to market the Products directly or indirectly within the Territory. Verso shall have no obligation to pay commissions to Representative for any such direct or indirect sales. (c) Independent Contractors. The relationship of Verso and Representative established by this Agreement is that of independent contractors. Nothing contained in this Agreement will be interpreted or construed to characterize the relationship between Verso and Representative as a joint venture, partnership or franchise for any purpose. All financial and other obligations associated with Representative’s business are the sole responsibility of Representative. Representative does not have the authority to, and shall not, make any representation, prepare documents or statements on behalf of or in the name of Verso, give any warranties, accept orders, enter into a contract on behalf of Verso, or obligate Verso, in any manner, unless expressly authorized to do so in writing by the other party. Verso Technologies, Inc. Page 2 (d) Ownership. The ownership of all present and future patents, copyrights, mask works, know-how, trademarks, trade names, technology and other proprietary rights pertaining to the Products, and Product documentation (including, without limitation, brochures, instructions and other Product information and data) or Verso’s business (collectively, “Intellectual Property Rights”) shall be and shall remain vested in Verso, and Representative recognizes Verso’s title thereto and shall not at any time act in a manner which impairs or tends to impair the rights of Verso in and to such Intellectual Property Rights. 3. COMMISSION (a) Commissions. Verso shall pay Representative commissions computed in accordance with the schedule set forth in Exhibit C attached hereto, which Exhibit may be amended by Verso from time to time in good faith and in its sole discretion, provided that Verso provides thirty (30) days’ prior written notice to Representative. (b) Basis of Commission. Commissions shall be computed based on the net amount charged by Verso for orders for Product placed through Representative, and no commission shall be paid with respect to charges for handling, freight, sales, use, value added, or similar taxes, import or export taxes or levies taxes, C.O.D. charges, insurance, customs duties, trade discounts, and any other governmental or administrative fees or charges. Verso shall have sole and exclusive control over all prices, discounts, allowances, refunds, development, specifications, delivery, and other terms in the order or otherwise governing the sale of its Products, including without limitation the extension of any credit lines. (c) Currency. Payment of commissions shall be in U.S. Dollars. If charges for Products are in currencies other than U.S. Dollars, then the commission shall be based upon the prevailing exchange rate available to Verso when Verso receives payment for Products. (d) Time of Payment. The commission per Exhibit C on each Product in a given order shall be due and payable not more than sixty (60) days after Verso is paid the applicable Commissionable Revenue (as defined in Exhibit C) by a customer. In the event a customer does not pay Verso some or all of any amounts due for any reason, no commissions shall arise or be deemed to be earned with respect to the unpaid amount. (e) Commission Charge-Back. Verso shall have the right to set such cash discounts, to make such allowances and adjustments, to accept such returns from its customers, and to write off as bad debts such overdue customer accounts as it deems advisable. In each such case, Verso shall charge back to Representative’s account any amounts previously paid or credited to Representative with respect to such cash discounts, allowances, adjustments, returns or bad debts. (f) Reports and Records. Representative shall submit to Verso a written sales and market conditions report (which shall include, without limitation, a summary of existing and potential customers in the Territory, customer call report summaries and a summary of relevant competitive and regulatory factors in the Territory) on a monthly basis. 4. SALE OF THE PRODUCTS (a) Quotations; Customer Information. Prior to providing any quotations or proposals to customers, Representative shall obtain Verso’s written approval for such quotation or proposal in accordance with the approval procedure set forth in Exhibit D. Representative shall furnish to Verso copies of all quotations submitted to customers. Upon Verso’s request, Representative shall submit additional customer information to Verso. In the event Representative provides any quotation or proposal to customers without Verso’s prior written approval, Verso may immediately and without notice terminate this Agreement. Verso Technologies, Inc. Page 3 (b) Orders; Acceptance. All orders for the Products shall be in writing, and any first order shall be accompanied by a standard Verso customer agreement executed by the respective customer. All originals of the orders and customer agreements shall be submitted to Verso within three (3) business days after receipt from customer. All orders and customer agreements obtained by Representative shall be subject to acceptance by Verso. Representative shall have no authority to (i) bind Verso to any obligation or (ii) make any acceptance or delivery commitments, assurances or promises to customers on behalf of Verso, and any violation of this restriction affords Verso the right to terminate this Agreement immediately and without notice. Verso reserves the right to reject, modify, cancel or revoke, in its sole discretion, any and all orders, customer agreements, or any part thereof for any reason. (c) Invoices. Verso shall render all invoices directly to the customers and shall send copies of all invoices to Representative. Payments by customers shall be made directly to Verso. (d) Collection. Verso acknowledges that it has full responsibility for all collection of customer accounts. Representative agrees to cooperate, however, at Verso’s reasonable request, in any collection efforts against those customers for whom Representative submitted orders. All orders shall be taken and contracts executed in the name of Verso, which shall invoice customers and carry accounts in its own name as creditor, except in cases where a different procedure is agreed upon in advance in writing. Representative shall have no authority to accept any payments from customers and shall not do so. (e) Product Warranty. Any warranty for the Products shall run directly from Verso to the customer, and pursuant to the warranty the customer shall return any allegedly defective Products to Verso. Representative shall not accept any Products from customers. 5. ADDITIONAL RESPONSIBILITIES OF REPRESENTATIVE (a) Forecasts. Within the first five (5) days of every calendar month, Representative shall provide Verso with a rolling six (6) month forecast of sales by potential customer, and information regarding Product model, intended close date, probability and any other information Verso may reasonably request. (b) Promotion of the Products. Representative shall maintain an office in the Territory, conduct its business in a professional manner and use commercially reasonable efforts consistent with the term of this Agreement to stimulate demand for the Products within the Territory by direct Product promotion, direct solicitation of customers in the Territory and cooperation with Verso’s promotional campaigns and training sessions. Representative shall submit to Verso a written report of all customer solicitations no later than thirty (30) days after the respective solicitation. (c) Training Representative shall ensure that its sales personnel (i) are competent and act in accordance with the highest professional standards for sales representatives, (ii) are knowledgeable about the Products they sell and their specifications and (iii) participate in any training for sales representatives as may be required by Verso from time to time. (d) Management of Customers. Representative shall provide pre-sale and postsaal customer liaison services to potential customers and customers in the Territory, as requested by Verso. Representative shall promptly investigate potential customer inquiries received by Verso and referred to Representative. (e) Customers’ Credit Standing. Representative shall assist Verso in promptly assessing the financial status of customers and potential customers, including any information Representative has regarding customers’ credit standing. Verso Technologies, Inc. Page 4 (f) Inquiries from Outside the Territory. Representative shall promptly submit to Verso, for Verso’s attention and handling, all inquiries received by Representative from customers outside the Territory. (g) Government Regulations; Licenses; Local Laws. Representative will at its own expense obtain and maintain all necessary licenses, permits and approvals which are necessary for it to solicit potential customers of the Products in the Territory. Representative will comply with all laws and regulations applicable to this Agreement, the Products and the commercial transactions contemplated herein. Representative agrees to defend, indemnify and hold Verso, its directors, employees and agents harmless from any liability, claims, suits, damages, loss, costs and expenses (including, without limitation, attorneys’ fees and expenses) arising from any claims based on its failure to fully comply with this Section. (h) Foreign Corrupt Practices Act. Representative agrees that any sums paid to Representative under this Agreement are for Representative’s own account, and that except as appropriate to carry out Representative’s duties set forth herein in a legal manner, Representative has not, has no obligation to, and shall not, directly or indirectly, give, offer, pay, promise to pay, or authorize the payment of money or any thing of value to any other person in connection with the transactions for which commissions hereunder are to be paid. Representative agrees not to take any actions that would cause it or Verso to violate the U.S. Foreign Corrupt Practices Act of 1977, as amended. Representative represents and warrants that no officer, director, employee, or agent of Representative is an “official” of any government located within the Territory as that term is defined in such Act, nor shall Representative employ any such “official.” Should Representative breach this Section, Verso may terminate this Agreement immediately without notice. (i) Conflict of Interest. Representative represents and warrants as of the Effective Date that it does not represent or promote any products that Verso, in its sole judgment, considers to compete with the Products. During the term of this Agreement, Representative shall not, directly or indirectly, manufacture, distribute, market, sell or facilitate the sale products in the Territory that, in Verso’s judgment, are similar to or might compete or interfere with sale of any of the Products. (j) No Representations. Representative shall not have any authority and agrees not to make any commitments or agreements or incur any liabilities whatsoever on behalf of Verso, nor shall Verso be liable for any acts, omissions to act, contracts, commitments, promises or representations made by Representative or any third party authorized by Representative to solicit potential customers except as specifically authorized under this Agreement or in writing by Verso. Any representations or warranties with respect to the Products shall be made solely by Verso directly to customers. So long as Representative complies with the terms of this Agreement Representative may hold itself out as an “Authorized Independent Sales Representative” of Verso; however, Representative may not represent or suggest that it is an employee, agent, partner or broker of Verso or that Representative has authority (actual, express, implied, inherent or otherwise) to bind Verso to any obligation or to act on behalf of Verso except for the solicitation of orders as permitted in this Agreement. 6. ADDITIONAL OBLIGATIONS OF VERSO (a) Assistance in Promotion. Verso shall provide Representative with marketing and technical information concerning the Products as well as reasonable quantities of brochures, instructional material, and other Product data. (b) Assistance in Technical Problems. Verso shall provide Representative with assistance in the solution of technical problems directly relating to the Products at Verso’s then current Product support and maintenance rates. (c) New Developments. Each party shall use reasonable commercial efforts to inform the other party of new Product developments and market demands, and information known to the party which may affect the competitiveness or marketability of the Products in the Territory. Verso Technologies, Inc. Page 5 7. INDEMNITY. Representative shall be responsible for, and shall indemnify and hold Verso, its employees, agents, and directors harmless from, any and all claims, damages, liabilities, expenses, or losses (including without limitation reasonable attorneys’ fees) arising out of (i) Representative’s act or omission in breach of any term or condition of this Agreement and (ii) Representative’s representations and warranties regarding the Products. 8. TERM AND TERMINATION (a) Term. This Agreement shall continue in force for a fixed term of one (1) year commencing on the Effective Date unless terminated earlier under the provisions of this Section 8. This Agreement may only be renewed pursuant to a separate written agreement signed by both parties, or the mutual agreement by the parties to extend this Agreement by one (1) year. In the event that the parties continue to conduct business in the absence of renewal, no right of exclusivity or other termination claims on behalf of Representative shall arise as a result thereof. (b) Termination for Cause. If either party breaches any provision of this Agreement (except Sections 4(b), 5(h) and 9), then the non-breaching party may give written notice to the breaching party that if the breach is not cured within thirty (30) days the Agreement may be terminated by the nonbreaachin party immediately upon providing written notice to the breaching party. If Representative breaches Sections 4(b), 5(h) or 9, Verso may terminate this Agreement immediately without notice. (c) Effect of Termination; Survival. Upon expiration or termination of this Agreement for any reason: (a) Representative shall, within thirty (30) days of such expiration or termination, return to Verso all Products, copies of technical manuals, brochures, marketing materials and any other technical or marketing materials associated with the Products or Verso; (b) neither party will be liable to the other for any damages or indemnity sustained or arising out of, or alleged to have arisen out of, such expiration or termination, whether on account of loss by a party of present or prospective profits, or compensation on sales or anticipated sales, or in connection with the establishment, development or maintenance of Representative’s business, or otherwise, but such expiration or termination will not affect the right of either party to receive or recover (i) damages sustained by reason of the breach of this Agreement by the other party, or (ii) any payments which may then be owing under the terms of this Agreement or any invoice or other instrument; (c) Representative shall cease to represent itself as Representative or representative of Verso, and (d) all licenses granted under this Agreement shall automatically be terminated. The provisions of Sections 1, 2(a), 5(d), 8(c), 9, 11, 12 and 13 shall survive the termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement. (d) No Liability for Termination or Non-Renewal. REPRESENTATIVE AGREES THAT, IN THE EVENT OF ANY TERMINATION OR NON-RENEWAL OF THIS AGREEMENT, IT SHALL HAVE NO RIGHTS TO COMPENSATION, DAMAGES, INDEMNIFICATION OF ANY NATURE, SPECIFICALLY INCLUDING COMMERCIAL SEVERANCE PAY, WHETHER BY WAY OF LOSS OF FUTURE PROFITS, REIMBURSEMENT FOR EXPENDITURES FOR PROMOTION OF ANY PRODUCT, OR OTHER COMMITMENTS IN CONNECTION WITH THE BUSINESS AND GOODWILL OF REPRESENTATIVE. REPRESENTATIVE EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM TO COMPENSATION OR INDEMNITIES FOR ANY TERMINATION OR NON-RENEWAL OF A BUSINESS RELATIONSHIP WITH VERSO. 9. CONFIDENTIALITY (a) The term “Confidential Information” shall mean any information disclosed by one party to the other pursuant to this Agreement which is in written, graphic, or other tangible form and is marked “Confidential,” “Proprietary” or in some other manner to indicate its confidential nature. Confidential Information may also include oral information disclosed by one party to the other pursuant to this Agreement, provided that such information is designated as confidential at the time of disclosure. Verso Technologies, Inc. Page 6 (b) Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall not disclose such Confidential Information to any third party (except as required by law). In particular, each of the parties shall use at least the same degree of care that it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement and in no event less than a reasonable degree of care. (c) The receiving party’s obligations under this Section with respect to any Confidential Information of the disclosing party will terminate if the Confidential Information: (i) was in the public domain at the time it was disclosed or has become part of the public domain through no fault of the receiving party; (ii) was known to the receiving party, without restriction, at the time of disclosure; or (iii) was independently developed by the receiving party without any direct or indirect use of the Confidential Information. (d) The parties agree that any breach of this Section 9 would cause the disclosing party irreparable harm for which monetary damages would be inadequate. Accordingly, the disclosing party will be entitled to equitable relief to remedy any threatened or actual breach of this Section 9 by the other party. 10. TRADEMARKS AND TRADE NAMES. During the term of this Agreement, Representative shall have the right to indicate to the public that it is an authorized Representative of Verso’s Products and to advertise such Products, subject to Verso’s prior written approval, under the trademarks, marks, and trade names that Verso may adopt from time to time. During the term of this Agreement, Verso shall have the right to indicate to the public by using the trademarks, marks, and trade names of Representative that Representative is an authorized Representative of Verso’s Products. 11. WARRANTY DISCLAIMER. VERSO DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. 12. LIMITATION OF LIABILITY. IN NO EVENT SHALL VERSO BE LIABLE TO REPRESENTATIVE OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. VERSO’S LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE OF THE PRODUCTS SHALL BE LIMITED TO THE AMOUNT OF COMMISSIONS PAID BY VERSO TO REPRESENTATIVE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMIT IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. IN NO EVENT SHALL VERSO BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS. 13. GENERAL PROVISIONS (a) Governing Law and Jurisdiction. This Agreement will be governed by the laws of the State of Georgia as such laws apply to contracts between Georgia residents performed entirely within Georgia. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in Atlanta, Georgia or in state court in Fulton County, Georgia, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. Verso Technologies, Inc. Page 7 (b) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges or supersedes all prior and contemporaneous discussions, understandings and agreements between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charge. (c) Notices. Any notice required or permitted by this Agreement shall be deemed given if personally delivered or sent by registered mail, postage prepaid, addressed to the other party at the address shown at the beginning of this Agreement or at such other address for which such party gives written notice hereunder. If mailed, delivery shall be deemed effective three (3) days after deposit with postal authorities. (d) Independent Contractors. Each party hereto is an independent contractor of the other and neither shall be deemed an employee, agent, partner or joint venture of the other, regardless of the use of the word “partner” in this Agreement. Neither party shall make any commitment, by contract or otherwise, binding upon the other or represent that it has any authority to do so. (e) Force Majeure. Nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control of the non-performing party. (f) Legal Expenses. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys’ fees. (g) Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Distributor agrees that Section 12 (Limitation of Liability) will remain in effect notwithstanding the unenforceability of any other provision in this Agreement. (h) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original. (i) Assignment. Representative may not assign or transfer, by operation of law or otherwise, any rights under this Agreement or delegate any of its duties under this Agreement without Verso’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. (j) Waiver. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Verso Technologies, Inc. Page 8 IN WITNESS WHEREOF the authorized representatives of the parties hereto have executed this Independent Sales Representative Agreement as of the day and year first above written. REPRESENTATIVE By : Print Name : Company : Title: Date : VERSO TECHNOLOGIES, INC. By : Print Name : Title: Date : Verso Technologies, Inc. Exhibit A -Page 1 EXHIBIT A PRODUCTS [attach list or insert description] Verso Technologies, Inc. Exhibit B -Page 1 EXHIBIT B TERRITORY United States of America and Canada Verso Technologies, Inc. Exhibit C -Page 1 EXHIBIT C COMMISSION PAYMENT SCHEDULE