Syncdocs Software Reseller Agreement

Updated and effective as of April 16 2012


Syncdocs Pty Ltd (trading as Doc Freedom), ACN 154 582 573 ("Syncdocs") is willing to provide its Products or Services to you, only if you accept all of the following terms and conditions, the Doc Freedom Privacy Policy, the Terms and Conditions of Use, as well as any operating rules, policies, price schedules, and other supplemental documents Published by Doc Freedom from time to time, all of which are incorporated herein by reference (collectively "this Agreement").

This Reseller Agreement (the "Agreement") is entered into by and between Syncdocs Pty Ltd and you (the “Reseller”).  Syncdocs may amend the terms and conditions of this Agreement at any time upon notice to Reseller.

1. License Grant

1.1. Subject to the terms and conditions of this Agreement, Syncdocs grants Reseller a non- transferable, non-assignable license, without right to sublicense software products developed by Syncdocs as listed on Exhibit A (the "Products") attached hereto, market the “Products”, and use Syncdocs trademark, service mark and logo solely for its performance under this Agreement. Reseller will place its orders for the Products directly with Syncdocs. Reseller shall not make any representation or warranty regarding the Products to any third party other than that authorized in writing by Syncdocs. All intellectual property rights, other than those expressly granted under this Agreement, that relate to the Products shall remain with Syncdocs.

1.2. Reseller may advertise that it is an authorized reseller of the Products.

1.3. Reseller's rights to resell the Products shall not be exclusive unless otherwise agreed in writing.

1.4. Agreement is subject to approval by Syncdocs.

2. Prices

2.1. All prices for the Products provided by Syncdocs to Reseller are in US dollars. Syncdocs has the right to revise the prices and discount schedule for the Products to Reseller upon seven (7) days notice. Such revisions shall apply to orders received by Syncdocs on or after the effective date of the revision.

2.2. Reseller may set the prices for the Products for resale.

2.3. Reseller shall be responsible for paying all taxes of any nature which become due with regard to the Products it purchases and/or resells, except for taxes on Syncdocs' income.

2.4. Reseller shall receive a discount off the published prices of the Products, according to the discount schedule published on the Syncdocs web site. To maintain this discount, Reseller must sell the number specified in the discount schedule on the Syncdocs website of Products in each preceding ninety (90) day period.

3. Payment and Terms

3.1. If due to bank charges, transfer fees, or the like, Syncdocs should receive less than its invoice amount, Syncdocs will re- invoice Reseller for the shortfall. Should payment in full of any invoice (aside from such shortfalls) not be received by Syncdocs within thirty (30) days after presentation, Syncdocs will impose a debt service charge amounting to one percent (1%) of the overdue balance for each month or fraction thereof the overdue amount remains unpaid. In the event that any amount remains unpaid thirty (30) days after presentation of invoice, Syncdocs may discontinue, withhold, or suspend supply of Products to Reseller.

3.2. Failure of Reseller's clients to pay in no way relieves the Partner's obligations to make full payment.

3.3. Reseller hereby agrees to pay any and all attorney fees, court costs, and related expenses incurred by Syncdocs in the collection of any amount due it.

4. Duties of Reseller

4.1. Syncdocs Promotion: Reseller agrees to promote Syncdocs Products on its own website with all the products Reseller carries as defined in Exhibit A. Reseller also agrees to add a link to Syncdocs Website on one of its primary web pages.

4.2. Technical Support: Reseller will support end users by providing technical support in the means of email or phone if needed.

4.3. General: In carrying out this Agreement, Reseller will conduct itself in an ethical, professional and lawful manner, will exercise its best efforts to achieve a high level of customer satisfaction, and will refrain from doing anything to impair the reputation of Syncdocs.

5. Limitation of Syncdocs' Obligation & Liability and Indemnification

5.1. Syncdocs shall not be liable to Reseller or any of its customers for any special indirect, consequential, incidental or exemplary damages, including, but not limited to, loss of business, loss of profit, loss or damage resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-deliveries, or service interruptions caused by Syncdocs or the Products, even if Syncdocs has been advised of the possibility of such damages.

5.2. Syncdocs' liability to Reseller and any customer of Reseller is limited to the purchase price received by Syncdocs for the relevant Products.

5.3. Reseller will take all necessary measures to preclude Syncdocs from being made a party to any lawsuit or claim regarding the Products provided to customers of Reseller. Reseller hereby agrees to defend, indemnify and hold harmless Syncdocs from any and all claims of whatever nature brought by any of Reseller's customers against Syncdocs arising from Reseller's breach of this Agreement or any misconduct or wrongful omission of the Reseller.

6. Confidentiality

Reseller acknowledges that by reason of its relationship with Syncdocs hereunder, it may have access to certain information and materials relating to Syncdocs's business, suppliers, customers, personnel, technology, and marketing strategies that is confidential and of substantial value to Syncdocs (collectively, "Confidential Information"). Reseller agrees that it will not use in any way for its own benefit (other than to perform under this Agreement) or for the benefit of any third party, nor will Reseller disclose to any third party any Confidential Information. Reseller further agrees that it will return to Syncdocs or destroy all copies of Confidential Information under its custody or control upon request by Syncdocs or termination of this Agreement. The provisions of this section shall survive the termination of the Agreement for any reason. Upon any breach or threatened breach of this section, Syncdocs shall be entitled to injunctive relief in addition to other remedies, which injunctive relief shall not be contested by Reseller.

7. Intellectual Property and Branding

7.1. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property.

7.2. Reseller may co-brand the Syncdocs Software Product using the Syncdocs tools provided. Such branding is limited to use of Reseller’s logo in Syncdocs Software Product and use of Reseller’s custom help and information web pages in Syncdocs Software Product.

8. Disputes

The parties shall attempt to resolve all disputes arising out of this Agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in section 6 shall be subject to arbitration upon written demand of either party. Arbitration shall take place in Sydney, Australia.

9. Terms & Termination

The initial term of this Agreement is one year starting from the Effective Date. This Agreement shall automatically renew for one year term thereafter, until terminated by either party with 30 days prior notice unless otherwise terminated as follows:

9.1. By Syncdocs, upon thirty (30) days notice;

9.2. By Syncdocs immediately upon notice if Reseller breaches any provision of this Agreement;

9.3. There is an instituted bankruptcy or insolvency proceeding against Reseller, which is not vacated within sixty (60) days from the date of filing;

9.4. Reseller institutes a voluntary bankruptcy or insolvency proceeding, or otherwise is insolvency;

9.5. Reseller makes an assignment of all or part of its assets for the benefit of creditors;

10. Non-assignability

Reseller's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of Syncdocs.

11. Partial Invalidity

If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.

12. Governing Law

All provisions of this Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Australia, without regard to conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods as well as any other similar law, regulation or statute in effect in any other jurisdiction shall not apply

13. Notices

All notices may be sent by email, fax, or express mail to the email address, fax number, or address most recently provided and will be effective upon transmission. You are responsible for ensuring that your accurate email address is available to Syncdocs and to provide any needed updates.

14. Relationship of the Parties

The relationship between Syncdocs and Reseller is that of independent contractors and neither party is an employee, agent, partner or joint venture of the other. Reseller has no authority, apparent or otherwise, to contract for or on behalf of Syncdocs, or in any other to way legally bind Syncdocs in any fashion.

15. Entire Agreement, Modifications

This Agreement sets forth the entire agreement and understanding between the parties with regard to the subject matter hereof and supersedes any and all prior agreements between them. Syncdocs may make changes to this agreement upon thirty (30) days notice to Reseller.

16. Miscellaneous

You agree to reimburse Syncdocs for any costs or fees related to its enforcement of this Agreement, including without limitation the expert fees and attorney fees regularly charged by the experts and legal counsel chosen by Syncdocs

Syncdocs is not responsible for misprints, errors or omissions in its advertising, website and promotional materials.




Exhibit A
Syncdocs Software Products

1.      Syncdocs

2.      Doc Migrate