This Agreement is made between Emerciv ("Client"), with a principal place of business at 1429 N. Telegraph Rd. Monroe, MI 48162 and the reseller.

1. Services Performed by Reseller Reseller agrees to perform the services described in Exhibit A, which is attached to and made part of this Agreement.
2. Reseller's Payment Reseller shall be paid upon completion of the work as detailed in Clause 1.
3. Expenses Reseller shall be responsible for all expenses incurred while performing services under this Agreement.
4. Invoices Reseller shall submit invoices for all services rendered. Client shall pay Reseller within 30 days after receipt of each invoice and receipt of funds from the sale.
5. Reseller an Independent Contractor Reseller is an independent contractor, and neither Reseller nor Reseller's staff is, or shall be deemed, Client's employees. In its capacity as an independent contractor, Reseller agrees and represents, and Client agrees, as follows:
   1. Reseller has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any.
   2. Reseller has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.
   3. Reseller has the right to perform the services required by this Agreement at any place or location and at such times as Reseller may determine.
   4. Reseller will furnish all equipment and materials used to provide the services required by this Agreement.
   5. The services required by this Agreement shall be performed by Reseller, or Reseller's staff, and Client shall not be required to hire, supervise or pay any assistants to help Reseller.
   6. Reseller is responsible for paying all ordinary and necessary expenses of its staff.
   7. Neither Reseller nor Reseller's staff shall receive any training from Client in the professional skills necessary to perform the services required by this Agreement.
   8. Neither Reseller nor Reseller 's staff shall be required to devote full-time to the performance of the services required by this Agreement.
   9. Client shall not provide insurance coverage of any kind for Reseller or Reseller's staff.
   10. Client shall not withhold from Reseller's compensation any amount that would normally be withheld from an employee's pay.
6. Intellectual Property Ownership
   Work Product includes, but is not limited to, any computer code (in object code and source code form), programming code, data, specifications, work-up files, website content (including HTML script, designs, forms, text, music, graphics, photographs and videos) and other materials, in whatever form, developed solely for Client under this Agreement.
   
   Reseller hereby assigns to Client its entire right, title and interest, including all patent, copyright, trade secret, trademark and other proprietary rights, in the Work Product.
   
   Reseller shall, at no charge to Client, execute and aid in the preparation of any papers that Client may consider necessary or helpful to obtain or maintain-at Client's expense-any patents, copyrights, trademarks or other proprietary rights. Client shall reimburse Reseller for reasonable out-of-pocket expenses incurred under this provision.
7. Ownership of Reseller's Materials
   " Reseller's Materials" means all copyrightable materials that:
   do not constitute Work Product,
   are incorporated into the Work Product, and
   are owned solely by Reseller or licensed to Reseller with a right to sublicense.
   Reseller 's Materials include, but are not limited to, the following:
   Reseller shall retain any and all rights Reseller may have in Reseller's Materials. Reseller hereby grants Client an unrestricted, nonexclusive, perpetual, fully paid-up worldwide license to use and sublicense the use of Reseller's Materials for the purpose of developing and marketing its products and services.
8. Confidential Information:
   1. Reseller agrees that the Work Product is Client's sole and exclusive property. Reseller shall treat the Work Product on a confidential basis and not disclose it to any third party without Client's written consent, except when reasonably necessary to perform the services under this Agreement.
   2. Reseller will not use or disclose to others without Client's written consent Client's confidential information, except when reasonably necessary to perform the services under this Agreement. "Confidential information" includes, but is not limited to:
      
      the written, printed, graphic or electronically recorded materials furnished by Client for use by Contractor Client's business plans, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind any written or tangible information stamped "confidential," "proprietary" or with a similar legend, and any written or tangible information not marked with a confidentiality legend, or information disclosed orally to Reseller, that is treated as confidential when disclosed and later summarized sufficiently for identification purposes in a written memorandum marked "confidential" and delivered to Reseller within 30 days after the disclosure.
   3. Contractor shall not be restricted in the use of any material which is publicly available, already in Contractor's possession or known to Contractor without restriction, or which is rightfully obtained by Contractor from sources other than Client.
   4. Contractor's obligations regarding proprietary or confidential information extend to information belonging to customers and suppliers of Client about whom Contractor may have gained knowledge as a result of Client's services to Client.
   5. All information concerning the existence of this Agreement and the existence of any business relationship between Reseller and Client shall be kept in confidence.
   6. Reseller will not disclose to Client information or material that is a trade secret of any third party.
   7. The provisions of this clause shall survive any termination of this Agreement.
9. Noncompetition
   Reseller agrees that during performance of the services required by this Agreement and for two years after completion, Reseller will not perform the same services for any competitor of Client in the specific field in which Reseller is performing services for Client.
10. Term of Agreement
    This Agreement will become effective when signed by both parties.
11. Termination of Agreement
    1. Each party has the right to terminate this Agreement if the other party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after notice thereof is sent to the other party.
    2. If at any time after commencement of the services required by this Agreement, Client shall, in its sole reasonable judgment, determine that such services are inadequate, unsatisfactory, no longer needed or substantially not conforming to the descriptions, warranties or representations contained in this Agreement, Client may terminate this Agreement upon 14 days' written notice to Reseller. All payments to Reseller will be discontinued and nontransferable with the termination of this agreement.
    3. Agreement will be automatically terminated in the event of the Reseller's death.
12. Return of Materials
    Upon termination of this Agreement, each party shall promptly return to the other all data, materials and other property of the other held by it.
13. Warranties and Representations Reseller warrants and represents that:
    1. Reseller has the authority to enter into this Agreement and to perform all obligations hereunder.
    2. The Work Product and Reseller Materials are and shall be free and clear of all encumbrances including security interests, licenses, liens, or other restrictions.
    3. The use, reproduction, distribution or modification of the Work Product and Reseller's Materials does not and will not violate the copyright, patent, trade secret or other property right of any former client, employer or third party.
14. Indemnification
    Reseller agrees to indemnify and hold harmless Client against any claims, actions or demands, including without limitation reasonable attorney and accounting fees, alleging or resulting from the breach of the warranties contained in this Agreement. Client shall provide notice to Reseller promptly of any such claim, suit or proceeding and shall assist Reseller, at Reseller's expense, if defending any such claim, suit or proceeding.
15. Employment of Assistants
    1. Reseller may, at Reseller's own expense, employ such assistants or subcontractors as Reseller deems necessary to perform the services required by this Agreement. However, Client must be notified of hire and shall have the right to reject any of Reseller's assistants or subcontractors whose qualifications in Client's good faith and reasonable judgment are insufficient for the satisfactory performance of the services required by this Agreement.
    2. Reseller warrants and represents that the Work Product shall be created solely by Reseller, Reseller's employees during the course of their employment or independent contractors who assigned all right, title and interest in the work to Reseller.
16. Mediation and Arbitration
    If a dispute arises under this Agreement, the parties agree to first try to resolve it with the help of a mutually agreed upon mediator in Monroe Michigan. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the parties.
    
    If it proves impossible to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the dispute to binding arbitration at the following location, Monroe Michigan, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
    
17. Attorney Fees
    If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses.
    
18. General Provisions
    1. Sole agreement: This is the entire Agreement between Reseller and Client.
    2. Severability: If any part of this Agreement is held unenforceable, the rest of the Agreement will continue in full force and effect.
    3. Applicable law: This Agreement will be governed by the laws of the State of Michigan.
    4. Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows:
       When delivered personally to the recipient's address as appearing in the introductory paragraph to this Agreement; Three days after being deposited in the United States mails, postage prepaid to the recipient's address as appearing in the introductory paragraph to this Agreement, or When sent by fax or electronic mail. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail, or the recipient delivers a written confirmation of receipt. Any party may change its address appearing in the introductory paragraph to this Agreement by giving notice of the change in accordance with this paragraph.
    5. No partnership: This Agreement does not create a partnership relationship. Reseller does not have authority to enter into contracts on Client's behalf.
    6. Assignment: Reseller may not assign its rights or obligations under this Agreement without Client's prior written consent. Client may freely assign its rights and obligations under this Agreement.