Exclusive Software Representation Agreement by pxe50173


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									                                       Radial Viewer Special Edition for QuickBooks® Users
                                                                    Business Intelligence Software

                           SALES REPRESENTATIVE AGREEMENT

This contract is not effective until executed by the Sales Representative, and received and
accepted by GaussSoft Inc. through an electronic approval confirmation letter.

This Non-Exclusive Software Sales Representative Agreement (the "Agreement") becomes
effective as of       The date of approval into the GaussSoft Sales Representatives Program        (the
"Effective Date"), by and between GaussSoft Inc, a company established under the laws of
Delaware, having an office at 2953 Bunker Hill Lane, Suite 400, Santa Clara, CA 95054
("GaussSoft") and        Name entered into the online application        ("Representative") having a
primary place of business at Address entered into the online application with the Federal Tax
Number Tax number entered into the online application . GaussSoft and the Representative are
to be referred to collectively herein as the "Parties" or individually as a "Party".


WHEREAS, GaussSoft is engaged in the design, development and licensing of various software
products, modules and support services, including, among others "Radial Viewer Special Edition
for QuickBooks" more thoroughly described in Schedule I hereto (the product lines described in
Schedule I, as from time to time amended in accordance with the provisions of this Agreement,
are hereinafter called the "GaussSoft Products");

WHEREAS, GaussSoft is                 selling   the   GaussSoft   Products   using   the   on-line     store

WHEREAS, Representative is engaged in the promotion of the licensing of software products

WHEREAS, GaussSoft desires to appoint Representative as a Sales Representative for GaussSoft
Products for the territory within the United States of America hereto (the "Territory").

NOW, THEREFORE, in consideration of the mutual promises contained herein, the sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:


1.1     Subject to the provisions of this Agreement, GaussSoft hereby appoints Representative as
an independent, nonexclusive sales representative to solicit offers for the license of the GaussSoft
Products in the Territory, and Representative hereby accepts such appointment as of the Effective
Date of this Agreement.

1.2      Representative's relationship to GaussSoft is that of an independent contractor, and
nothing in this Agreement shall constitute Representative as the agent or employee of GaussSoft.
Representative shall have no authority to accept any order or make any offer (except as herein
stated), or execute any instrument or make any commitment on behalf of GaussSoft. Specifically,
without in any way limiting the generality of the foregoing, Representative agrees not to make
any representation, guarantee, or warranty on behalf of GaussSoft concerning the GaussSoft

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Products beyond the scope of statements made in GaussSoft's product literature or advertisements
without the prior written consent of GaussSoft.

1.3      Nothing contained in this Agreement is to be construed as a limitation or restriction upon
GaussSoft in the license, sale or other disposition of any GaussSoft Products to any person or
entity in any location.

1.4     GaussSoft shall use its reasonable commercial efforts to provide Representative with
such commercial and technical assistance and training as may reasonably be necessary to enable
Representative to effectively carry out its activities under this Agreement and, in connection
therewith, to provide such promotional materials as may be appropriate.

1.5     Representative will use its best efforts to obtain orders for the license of GaussSoft
Products by prospective customers within the Territory by devoting such management attention,
manpower, time, and effort as may be reasonably necessary to develop the available market

1.6      Representative shall, in respect to any opportunity for which GaussSoft Products are
appropriate, present the GaussSoft Products and use all commercially reasonable efforts to
interest the subject customer in licensing such GaussSoft Products.

1.7    Nothing in this Agreement is to be construed as a limitation or restriction upon
Representative in the pursuit of other sales or licensing opportunities or employment.

2.       ORDERS

2.1      GaussSoft will publish a "Public Price List", Product literature, Standard terms and
Conditions of license on the web. This information will be accessible for downloading by the
Representative from a site whose access will be granted by GaussSoft with the electronic
approval confirmation letter. GaussSoft shall have the right to adjust such prices, configurations,
literature and terms and conditions at any time, effective upon delivery of an electronic mail
notification to the Representative.

2.2      All orders for the license of GaussSoft Products through the Representative for himself or
for his customers, (a "Purchase Order") shall be placed using the on-line store
(www.GaussSoftStore.com). GaussSoft shall have full right to accept or reject any Purchase
Order that is not issued in accordance with the Licensing Terms and Conditions or any sale or
license agreement between the prospective customer and GaussSoft.

2.3     In the event that GaussSoft rejects any Purchase Order, GaussSoft shall promptly notify
the Representative, through electronic mail, of the reasons for the aforementioned rejection.

2.4     In the event that GaussSoft accepts the Purchase Order, GaussSoft shall promptly notify
the Representative, through electronic mail, of such acceptance. At the same time, a license file
enabling the end-user to utilize the GaussSoft Products will be sent to the Representative via

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                                      Radial Viewer Special Edition for QuickBooks® Users
                                                               Business Intelligence Software

2.5    GaussSoft shall provide a 20% discount over the Public Price List to purchases made by
the Representative or his customers, provided that the purchaser enters the Representative's Code
when he purchases the product

2.5     All Purchase Orders accepted by GaussSoft are firm provided, however, that where the
customer desires to cancel an order for causes which are in GaussSoft's sole opinion justified and
beyond the control of the customer or Representative, GaussSoft may permit cancellation prior to
delivery on the terms referred to in GaussSoft's standard conditions.


3.1      Representative acknowledges GaussSoft's exclusive right, title, and interest in and to any
trademarks and trade names which GaussSoft may at any time have adopted, used, or registered
in North America and in the Territory (the " Trademarks"), and will not at any time do or cause
to be done any act or thing contesting or in any way impairing or tending to impair any part of
said right, title, and interest. In connection with any reference to the Trademarks, Representative
shall not in any manner represent that it has an ownership interest in the Trademarks or
registration(s) thereof, and Representative acknowledges that no action by it or on its behalf shall
create in Representative's favor any right, title, or interest in or to the Trademarks.


4.1     As used herein "Confidential Information" means all confidential or proprietary
information disclosed or made available by a party (the " Disclosing Party ") to the other Party
(the " Receiving Party "), which is designated in writing or other tangible form and clearly
marked as proprietary or confidential when furnished to the Receiving Party. If such information
is not in written form or otherwise marked as proprietary or confidential, then the Disclosing
Party shall summarize such information in a writing, mark the writing confidential and
proprietary, and deliver such writing to the Receiving Party within ten (10) days after it was
furnished, in which case such information, shall then be deemed to be Confidential Information
and subject to the restrictions herein. Notwithstanding the foregoing, "Confidential Information"
shall not include any information which the Receiving Party can show (a) is now or later becomes
available in the public domain without breach of this Agreement by the Receiving Party, (b) was
in the possession of the Receiving Party prior to disclosure to the Receiving Party by the
Disclosing Party, (c) was received from a third party without breach of any nondisclosure
obligations to the Disclosing Party or otherwise in violation of the Disclosing Party's rights, or
(d) was developed by the Receiving Party independently of any Confidential Information
received from the Disclosing Party.
4.2      The Receiving Party (a) shall treat all Confidential Information as strictly confidential,
(b) shall not disclose any Confidential Information to any other persons or entity without the
prior written consent of the Disclosing Party, (c) shall protect all Confidential Information
disclosed hereunder with at least the same degree of care and confidentiality as it affords its own
confidential information, at all times exercising at least a reasonable degree of care in such
protection, and (d) shall not use any Confidential Information in any manner except for purposes
of the transactions described in this Agreement, or as otherwise agreed by the Disclosing Party in
writing.    Notwithstanding the foregoing, the Receiving Party may disclose Confidential
Information pursuant to an order of a court or governmental agency as so required by such order,

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                                                                 Business Intelligence Software

provided that the Receiving Party shall first notify the Disclosing Party of such order and afford
the Disclosing Party the opportunity to seek a protective order relating to such disclosure. The
Receiving Party hereby agrees to notify the Disclosing Party immediately if it learns of any use or
disclosure of any Disclosing Party Confidential Information in violation of the terms hereof.

4.3     All Confidential Information shall remain the property of the Disclosing Party, and such
Confidential Information and all copies thereof shall promptly be returned to the Disclosing Party
upon termination of this Agreement.

4.4    Nothing contained in this Agreement shall be construed as granting to or conferring upon
the Receiving Party any rights, by license or otherwise, express or implied, in Confidential
Information, other than the right to use the Confidential Information for the purpose of this

4.5     The existence of this Agreement and terms and conditions hereof shall not be disclosed
by either Party to others, except with the prior, written consent of the other Party or as may be
required by law or as necessary to establish the rights of the Parties hereunder.

4.6     Each Receiving Party acknowledges that the Confidential Information of the Disclosing
Party other includes trade secrets of the Disclosing Party, the disclosure of which would cause
substantial harm to the Disclosing Party that could not be remedied by the payment of damages
alone. Accordingly, in addition to all other remedies provided at law or in equity, the Disclosing
Party will be entitled to seek injunctive relief for any breach of this Section 5.

4.7   The obligations of this Section shall survive the expiration or termination of this


5.1     This Agreement shall remain in effect for twelve (12) months from the Effective Date.
Nothing contained herein shall be interpreted as requiring either Party to renew or extend this
Agreement, and neither Party expects this Agreement to be renewed. Notwithstanding the
provisions of this section or of any other provisions of this Agreement, this Agreement may be
terminated prior to the expiration of its stated term as set forth below.

5.2      GaussSoft may terminate this Agreement at any time during the term of this Agreement if
Representative: (a) becomes an employee of GaussSoft ; (b) becomes an employee of a direct
competitor of GaussSoft ; or (c) fails materially to comply with any covenant, term, or provision
of this Agreement. If Representative's failure to comply as contemplated in Section 6.2(c) is
capable of cure, GaussSoft's right to terminate this Agreement under Section 6.2(c) may not be
exercised unless GaussSoft shall have given Representative ten (10) day's prior written notice of
the failure, and Representative has not cured the failure within the ten (10) day period following
notice from GaussSoft. If Representative's failure to comply is not capable of cure, GaussSoft
may terminate this Agreement immediately upon giving Representative written notice of

5.3    Representative may terminate this Agreement at any time during the term of this
Agreement if (a) a receiver is appointed for GaussSoft or its property; (b) GaussSoft makes an
assignment for the benefit of its creditors; (c) any proceedings are commenced by, for or against

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                                      Radial Viewer Special Edition for QuickBooks® Users
                                                                    Business Intelligence Software
GaussSoft under any bankruptcy, insolvency or debtor's relief law, (d) GaussSoft is liquidated,
dissolved or otherwise terminates its activities, (e) GaussSoft ceases to provide products that are
suitable and competitive for the Territory.

5.4      No later than one (1) week after termination of this Agreement (for any reason),
Representative shall provide a list of the customers Representative had contacted prior to
termination (the "Prospective Customers") including the name of the contact person at such
customer and such contact person's phone number and email address (the "Prospective Customer
List"). Provided that (a) GaussSoft did not terminate the Agreement for breach and (b)
Representative honors its commitment to deliver the Prospective Customer List in a timely
fashion, Representative shall be entitled to credit for all sales to Prospective Customers from
Purchase Orders that are either (a) submitted prior to termination or (b) submitted no later than
sixty (60) days after termination (as long as such Prospective Customer confirms that the
Representative contacted him or her prior to termination) provided, with respect to both (a) and
(b) that the Customer pays GaussSoft within sixty (60) days of acceptance of the Purchase Order.

5.5      All payments made under the provision of this section 6 shall be in complete satisfaction
of all obligations of GaussSoft under this Agreement or otherwise.

5.6   The provisions of Sections 3, 4, 5, 6 and 7 shall survive the termination of this


6.1     This Agreement shall be construed in accordance with and governed by the laws of the
State of California, without regard to its provisions regarding choice of laws.        The Parties
specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

6.2      Any dispute, controversy, or claim between the parties arising out of, or in connection
with, this Agreement, or the breach, termination, or validity thereof will be resolved by mutual
agreement of the Parties. If any dispute, controversy, or claim arising out of or relating to this
Agreement, or the breach, termination, or validity thereof is unable to be resolved by mutual
agreement of the Parties. Any dispute, controversy, or claim arising out of or in connection with
this Agreement, or the breach, termination or invalidity thereof, shall be finally settled and
determined by one or more arbitrators appointed in accordance with the Commercial Arbitration
Rules of The American Arbitrator Association in effect at the time of initiation of the arbitration.
The written award of the arbitrator(s) shall be final and binding upon the parties, and judgment on
or enforcement of the award so rendered may be sought, had or entered in any court having

         (a) Seat of Arbitration. The seat of arbitration shall be Palo Alto, California.

         (b) Language of Arbitration The arbitral proceedings and all pleadings and written
evidence shall be in the English language. Any written evidence originally in a language other
than English shall be submitted in English translation accompanied by the original or true copy

       (c) Limitation on Remedies . The arbitrators are precluded from awarding punitive or
exemplary damages. In no event shall the arbitrators have the powers of an amiable compositeur.

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                                                                 Business Intelligence Software

        (d) Resort to the Courts . Nothing in this Agreement prohibits any party from seeking
interim or conservatory relief in any court of competent jurisdiction;    provided, however that
neither the filing of an application for a temporary restraining order, preliminary injunction, or
other interim or conservatory relief, as necessary, nor the granting of such relief, shall be deemed
to be a waiver of the obligation of the party to have the dispute heard and determined solely and
exclusively by arbitration.

        (e) Survival. The rights and obligations of the parties as described herein shall survive
the termination, expiration, non-renewal, or rescission of the Agreement between the parties.

6.3      This Agreement shall be binding upon and inure to the benefit of the successors and
assigns of GaussSoft, and shall be binding upon and inure to the benefit of Representative's heirs,
legal representative, successors, and permitted assigns.

6.4     This Agreement and any attachment hereto shall be modified only by an instrument in
writing and signed by duly-authorized representatives of the parties.

6.5     All notices, requests, consents, and other communications hereunder will be send via
electronic e-mail at the following addresses:

To: GaussSoft                                 To: Name entered into the online application

Email: cnieto@GaussSoft.com                 Email: E-mail entered into the online application

6.6      The provisions of this Agreement are severable, and if any provision is held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability will
affect only such provision or part thereof in such jurisdiction, and will not in any manner affect
the provision in any other jurisdiction, or any other provision in this Agreement in any other
jurisdiction. To the extent legally permissible, an arrangement which reflects the original intent
of the parties will be substituted for such invalid or unenforceable provision.

6.7     Both parties agree not to publish any press releases or otherwise publicize the existence,
or any of the terms, of this Agreement without the prior written consent of both Parties.

6.8     This document constitutes the entire agreement between the parties with respect to the
subject matter hereof, and supersedes all previous communications, representations,
understandings, and agreements, either oral or written, between the parties or any official or
representative thereof with respect to the subject matter hereof.

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                                      Radial Viewer Special Edition for QuickBooks® Users
                                                              Business Intelligence Software
                                          SCHEDULE I

                                        GaussSoft Products

1. Radial Viewer Special Edition for QuickBooks

Radial Viewer Special Edition for QuickBooks® Users is a Business Intelligence Application for
building Multidimensional Queries, Executive Dashboards and Reports. The application defines a
data mart based on QuickBooks information. The actual data is loaded automatically from the
QuickBooks® files to the data mart, to be analysed and reported with the application. The
application is designed to for the non-technical user, who is interested in analysing QuickBooks®

The application is licensed in various editions according to the number of multidimensional cubes
defined (standard and advanced), and the operation mode (single user, multi-user, multi-file and

IN WITNESS WHEREOF, by clicking on the agree box in the Sales Rep online
application the undersigned parties have entered into this Agreement as of the
Effective Date of being approved by GaussSoft

I agree

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