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ATLAS RESELLER AGREEMENT

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

Affiliate: shall mean any entity Controlling, Controlled by, or under common Control

with the Customer or Atlas.

Atlas: shall mean Atlas Interactive Limited (part of the Atlas Knowledge Group)

incorporated and registered in England and Wales with company number 01231037

whose registered office is at Broadgate Tower, Primrose Street, London EC2A 2EW.

Atlas Products: all or any part(s) of any products of the type and specification listed

in Schedule 1 and the associated documentation relating to each of them together

with any other products and related documentation developed by Atlas and which

Atlas may permit the Reseller, by express notice in writing, to market pursuant to this

Agreement.

Business Day: a day other than a Saturday, Sunday or public holiday in England

when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Confidential Information: information that is proprietary or confidential and is either

clearly labelled as such or otherwise identified as Confidential Information.

Control: shall mean control which a person has over an Affiliate and any of the

following; (i) direct or indirect ownership of fifty percent (50%) or more of the share

capital or other ownership interest in any other entity; or (ii) the right to exercise fifty

percent (50%) or more of the votes in any other entity; or (iii) the contractual right to

designate more than half of the members of such entity’s board of directors or similar

executive body; or by virtue of any power conferred by the law, constitutional

documents, agreements or arrangements regulating or relating to such undertaking.

Effective Date: the date of this Agreement.

EULA: the End User Licence Agreement in the form set out in Schedule 2.

Intellectual Property Rights: patents, rights to inventions, copyright and

neighbouring and related rights, trade marks and service marks, business names and

domain names, rights in get-up and trade dress, goodwill and the right to sue for

passing off or unfair competition, rights in designs, database rights, rights to use, and

protect the confidentiality of, confidential information (including know-how and trade

secrets) and all other intellectual property rights, in each case whether registered or

unregistered and including all applications and rights to apply for and be granted,

renewals or extensions of, and rights to claim priority from, such rights and all similar

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or equivalent rights or forms of protection which subsist or will subsist now or in the

future in any part of the world.

Legislation: any statute, statutory provision or subordinate legislation or any

mandatory rules or guidance issued by any regulatory body having jurisdiction over

the applicable party.

Relevant Policies: has the meaning set out in clause 9.1(c);

Relevant Requirements: has the meaning set out in clause 9.1(a);

Reseller: means the party identified as the Reseller on the Reseller Form of

Agreement.

Specification: the functionality and performance specifications for the Products, as

set out in Schedule 3.

Territory: the geographical area described in Schedule 4.

Trade Marks: the trade mark registrations and applications identified in Schedule 5

together with any further trade marks which Atlas may permit or procure permission

for the Reseller by express notice in writing to use in respect of Atlas Products.

Year: the period of 12 months from the Effective Date and each consecutive period of

12 months thereafter during the term of this Agreement.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this

Agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not

having separate legal personality).

1.4 A reference to a company shall include any company, corporation or other body

corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural

and in the plural include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a

reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as amended,

extended or re-enacted from time to time.

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1.8 A reference to writing or written includes faxes and e-mail.

1.9 References to clauses and Schedules are to the clauses and Schedules of this

Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

2. APPOINTMENT

2.1 Atlas hereby appoints the Reseller as its non-exclusive distributor to distribute Atlas

Products in the Territory on the terms of this Agreement.

2.2 During the term of this Agreement, the Reseller undertakes not to distribute or create

any products that compete with Atlas Products.

2.3 The Reseller shall be entitled to describe itself as an "Authorised Value Added

Reseller" of Atlas Products but shall not represent itself as an agent of Atlas for any

purpose, nor pledge Atlas's credit or give any condition or warranty or make any

representation on Atlas's behalf or commit Atlas to any contracts. Further, the

Reseller shall not without Atlas's prior written consent make any representations,

warranties, guarantees or other commitments with respect to the specifications,

features or capabilities of the Atlas Products that are inconsistent with those

contained in the promotional material supplied by Atlas (including, without limitation,

the EULA) or otherwise incur any liability on behalf of Atlas howsoever arising.

2.4 The Reseller shall not sell any of Atlas's Products through a sales agent or to a sub-

distributor or reseller without the express written permission of Atlas. Where Atlas

agrees to any such appointment, the Reseller shall ensure that it enters into a written

contract with such sales agent, sub-distributor or reseller on terms that provide at

least the same level of protection to Atlas as set out in this Agreement.

2.5 The Reseller's appointment under this clause 2 only grants to the Reseller a licence

to distribute Atlas Products, and does not transfer any right, title or interest to any

such Atlas Products to the Reseller or its customers. Use of the terms "sell", "license",

"purchase", "licence fees" and "price" will be interpreted in accordance with this

clause.

3. RESELLER'S UNDERTAKINGS

The RESELLER undertakes and agrees with Atlas to:

(a) use its best endeavours to promote the distribution and sale of the Atlas

Products;

(b) take all reasonable steps to ensure that customers of the Atlas Products are

aware of and accept the terms and conditions of the EULA before using

Atlas Products;

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(c) refrain from amending or varying the terms of the EULA;

(d) employ a sufficient number of suitably qualified personnel to ensure the

proper fulfilment of the Reseller's obligations under this Agreement;

(e) no later than the fifth working day of each calendar month (the first such

month being deemed to start on the Effective Date, the last such month

being deemed to end on the date this Agreement terminates for any reason)

submit to Atlas by such means as Atlas may notify to the Reseller from time

to time reports in the format stipulated by Atlas from time to time showing

details of:

(i) the number of copies made by the Reseller of Atlas Products during

the month concerned;

(ii) all sales, inventory, pre-installations and sales of Atlas Products

during the month concerned;

(iii) all outstanding orders; and

(iv) any other information relating to the performance of its obligations

under this Agreement that Atlas may reasonably require from time

to time;

(f) within 14 days of a written request from Atlas at any time, and from time to

time, provide such information as is reasonably requested by Atlas about

the Reseller's processes and controls to support compliance with this

Agreement;

(g) on a monthly basis provide Atlas such information about the Reseller's

customers of the Atlas Products as is required by Atlas for the purposes of

managing and enforcing the terms of the EULAs with such customers; and

(h) inform Atlas immediately of any changes in ownership or Control of the

Reseller and of any change in its organisation or method of doing business

which might affect the performance of the Reseller's duties in this

Agreement.

4. SUPPLY OF ATLAS PRODUCTS

Atlas is entitled to make changes to the Specification that do not adversely affect

Atlas Products and shall give written notice of such changes to the Reseller as soon

as reasonably practicable.

5. ATLAS UNDERTAKINGS

Atlas undertakes to provide such information and support as may be reasonably

requested by the Reseller to enable it properly and efficiently to discharge its duties

under this Agreement; and

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6. PRICES AND PAYMENT

6.1 The prices to be paid by the Reseller to Atlas for Atlas Products are listed in Schedule

6, and may be amended by Atlas from time to time.

6.2 Atlas shall give the Reseller fourteen (14) days' notice of any rises in the prices of

Atlas Products.

6.3 Any and all expenses, costs and charges incurred by the Reseller in the performance

of its obligations under this Agreement shall be paid by the Reseller unless Atlas has

expressly agreed beforehand in writing to pay such expenses, costs and charges.

6.4 The Reseller shall pay the full amount invoiced to it by Atlas in US Dollars within 30

days of the date of invoice.

6.5 All amounts due under this Agreement shall be paid by the Reseller to Atlas in full

without any set-off, counterclaim, deduction or withholding (other than any deduction

or withholding of tax as required by law).

6.6 The Reseller shall be responsible for the collection, remittance and payment of any or

all taxes, charges, levies, assessments and other fees of any kind imposed by

governmental or other authority in respect of the purchase, importation, sale, lease or

other distribution of Atlas Products.

6.7 If the Reseller fails to make any payment due to Atlas under this Agreement by the

due date for payment, then, without limiting Atlas's remedies under clause 15, the

Reseller shall pay interest on the overdue amount at the rate of i) 5% per annum; or

ii) 4% per annum above Bank of England base rate, whichever is higher. Such

interest shall accrue on a daily basis from the due date until actual payment of the

overdue amount, whether before or after judgment. The Reseller shall pay the

interest together with the overdue amount.

7. ADVERTISING AND PROMOTION

The Reseller shall:

(a) be responsible for the advertising and promotion of the Atlas Products

provided that the use by the Reseller of any advertising materials and

promotional literature containing the Trade Marks or other references to

Atlas Products shall be subject to the prior written consent of Atlas;

(b) observe all directions and instructions given to it by Atlas in relation to the

promotion and advertisement of the Atlas Products to the extent that such

promotions or advertisements refer to Atlas Products or otherwise use the

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Trade Marks, and shall not make any written statement as to the quality or

manufacture of Atlas Products without the prior written approval of Atlas;

(c) conduct its business in a manner that reflects favourably at all times on

Atlas and the good name, goodwill and reputation of Atlas and not enter into

any contract or engage in any practice detrimental to the interests of Atlas in

Atlas Products; and

(d) avoid deceptive, misleading or unethical practices that are, or might be,

detrimental to Atlas, Atlas Products or the public and shall not publish or

employ, or co-operate in the publication or employment of, any false,

misleading or deceptive advertising material or other representations with

regard to Atlas or Atlas Products.

8. COMPLIANCE WITH LAWS AND REGULATIONS

8.1 The Reseller shall be responsible for obtaining any necessary import licences or

permits necessary for the entry of Atlas Products, or their delivery to the Reseller, and

the Reseller shall be responsible for any and all customs duties, clearance charges,

taxes, brokers' fees and other amounts payable in connection with the importation

and delivery of Atlas Products.

8.2 The Reseller warrants to Atlas that it has informed Atlas of all Legislation affecting the

manufacture and sale of Atlas Products which are in force or any part of it (Local

Regulations) at the date of this Agreement.

8.3 The Reseller shall give Atlas as much advance notice as reasonably possible of any

prospective changes in the Local Regulations.

8.4 On receipt of notification from the Reseller under clause 8.3 Atlas shall ensure that

Atlas Products comply with any change in the Local Regulations by the date of

implementation of that change or as soon as is possible thereafter.

9. ANTI-BRIBERY

9.1 The Reseller shall:

(a) comply with all applicable laws, regulations, codes and sanctions relating to

anti-bribery and anti-corruption including but not limited to the Bribery Act

2010 (Relevant Requirements);

(b) not engage in any activity, practice or conduct which would constitute an

offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity,

practice or conduct had been carried out in the UK;

(c) comply with Atlas's ethics, anti-bribery and anti-corruption policies as Atlas

may update them from time to time (Relevant Policies).

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(d) have and shall maintain in place throughout the term of this Agreement its

own policies and procedures, including but not limited to adequate

procedures under the Bribery Act 2010, to ensure compliance with the

Relevant Requirements, the Relevant Policies and clause 9.1(b), and will

enforce them where appropriate;

(e) promptly report to Atlas any request or demand for any undue financial or

other advantage of any kind received by the Reseller in connection with the

performance of this Agreement;

(f) immediately notify Atlas (in writing) if a foreign public official becomes an

officer or employee of the Reseller AND/OR acquires a direct or indirect

interest in the Reseller (and the Reseller warrants that it has no foreign

public officials as officers or employees AND/OR direct or indirect owners at

the date of this Agreement);

(g) within three (3) months of the date of this Agreement, and annually

thereafter, certify to Atlas in writing signed by an officer of the Reseller,

compliance with this clause 9 by the Reseller and all persons associated

with it and all other persons for whom the Reseller is responsible under

clause 9.1(d). The Reseller shall provide such supporting evidence of

compliance as Atlas may reasonably request.

9.2 Without prejudice to clause 21.1 the Reseller shall ensure that any person associated

with the Reseller who is performing services or providing goods in connection with

this Agreement does so only on the basis of a written contract which imposes on and

secures from such person terms equivalent to those imposed on the Reseller in this

clause 9 (Relevant Terms). The Reseller shall in all circumstances be responsible for

the observance and performance by such persons of the Relevant Terms, and shall

in all circumstances be directly liable to Atlas for any breach by such persons of any

of the Relevant Terms howsoever arising.

9.3 Breach of this clause 9 shall be deemed a material breach, which is irredeemable,

under clause 14.2(a).

9.4 For the purpose of this clause 9, the meaning of adequate procedures and foreign

public official and whether a person is associated with another person shall be

determined in accordance with section 7(2) of the Bribery Act 2010 (and any

guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and

section 8 of that Act respectively. For the purposes of this clause 9 a person

associated with the Reseller includes but is not limited to any subcontractor of the

Reseller.

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10. INTELLECTUAL PROPERTY RIGHTS

10.1 Unless otherwise agreed between the parties, all Intellectual Property Rights in and to

Atlas Products belong, and shall belong, to Atlas and/or its licensors.

10.2 The Reseller shall, at the expense of Atlas, take all such steps as Atlas may

reasonably require to assist Atlas in maintaining the validity and enforceability of the

Intellectual Property Rights of Atlas during the term of this Agreement.

10.3 Without prejudice to the right of the Reseller or any third party to challenge the validity

of any Intellectual Property Rights of Atlas, the Reseller shall not do or authorise any

third party to do any act which would or might invalidate or be inconsistent with any

Intellectual Property Rights of Atlas and shall not omit or authorise any third party to

omit to do any act which, by its omission, would have that effect or character.

10.4 Atlas makes no representation or warranty as to the validity or enforceability of the

Intellectual Property Rights in Atlas Products and the Trade Marks nor as to whether

the same infringe on any Intellectual Property Rights of third parties.

10.5 Atlas grants to the Reseller a non-exclusive, revocable, personal licence (subject to

the terms and conditions of this Agreement and during its term and solely for the

purposes of performing the Reseller's obligations under this Agreement) to:

(a) make and use such reasonable copies of Atlas Products as may be

reasonably required for internal use [at the RESELLER's premises] and for

the purposes of demonstrating, marketing and selling the Combined

Products to customers; and

(b) use the Trade Marks on or in relation to the Atlas Products for the purpose

of the promotion, advertisement and sale of the Atlas Products.

10.6 The RESELLER shall not:

(a) copy Atlas Products or any part of any of them except to the extent and for

the purposes expressly permitted by this Agreement;

(b) modify, adapt, develop, create any derivative work, reverse engineer,

decompile, disassemble or carry out any act otherwise restricted by

copyright or other Intellectual Property Rights in Atlas Products. The

Reseller is granted no rights under this Agreement except as expressly

stated and Atlas expressly reserves all Intellectual Property Rights and its

other rights in and to Atlas Products.

10.7 The Reseller shall ensure that each reference to, and use of, any of the Trade Marks

by the Reseller is in a manner approved from time to time by Atlas and accompanied

by an acknowledgement in a form approved by Atlas that the same is a trade mark

(or registered trade mark) of Atlas.

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10.8 The Reseller shall not:

(a) use any of the Trade Marks in any way which might prejudice their

distinctiveness or validity or the goodwill of Atlas therein;

(b) use in relation to Atlas Products any trade marks other than the Trade

Marks without obtaining the prior written consent of Atlas; or

(c) use any trade marks or trade names so resembling any trade mark or trade

names of Atlas as to be likely to cause confusion or deception.

10.9 Other than the licences expressly granted under this Agreement, neither party grants

any licence of, right in or makes any assignment of any of its Intellectual Property

Rights. In particular, except as expressly provided in this Agreement, the Reseller

shall have no rights in respect of any trade names or trade marks used by Atlas in

relation to Atlas Products or their associated goodwill, and the Reseller hereby

acknowledges that all such rights and goodwill shall inure for the benefit of, and are

(and shall remain) vested in, Atlas.

10.10 At the request of Atlas, the Reseller shall do or procure to be done all such further

acts and things (including the execution of documents) as Atlas shall require to give

Atlas the full benefit of this Agreement.

10.11 The Reseller shall promptly give notice in writing to Atlas in the event that it becomes

aware of any infringement or suspected infringement of the Trade Marks or any other

Intellectual Property rights in or relating to Atlas Products.

10.12 In the case of any matter falling within clause 10.11:

(a) Atlas shall, in its absolute discretion, determine what action if any shall be

taken in respect of the matter; and

(b) Atlas shall have sole control over and shall conduct any consequent action

as it shall deem necessary; and

(c) Atlas shall pay all costs in connection with that action and shall be entitled

to all damages and other sums which may be paid or awarded as a result of

any such action;

10.13 The Reseller shall, at the request and expense of Atlas, provide all reasonable

assistance to Atlas (including, but not limited to, the use of its name in, or being

joined as a party to, proceedings) in connection with any action to be taken by Atlas.

11. CONFIDENTIALITY

11.1 Each party may have access to Confidential Information of the other party under this

Agreement. A party's Confidential Information shall not include information that:

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(a) is or becomes publicly known through no act or omission of the receiving

party; or

(b) was in the other party's lawful possession prior to the disclosure; or

(c) is lawfully disclosed to the receiving party by a third party without restriction

on disclosure; or

(d) is independently developed by the receiving party, which independent

development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or

by any regulatory or administrative body.

11.2 Each party shall hold the other's Confidential Information in confidence and, unless

required by law, not make the other's Confidential Information available to any third

party or use the other's Confidential Information for any purpose other than the

implementation of this Agreement.

11.3 Each party agrees to take all reasonable steps to ensure that the other's Confidential

Information to which it has access is not disclosed or distributed by its employees or

agents in violation of the terms of this Agreement.

11.4 This clause 11 shall survive termination of this Agreement for any reason.

12. WARRANTIES

12.1 RESELLER represents, warrants and undertakes that:

(a) it has full capacity and authority and all necessary consents to enter into

and to perform this Agreement and to grant the rights and licences referred

to in this Agreement and that this Agreement is executed by its duly

authorised representative and represents a binding commitment on it; and

(b) it shall comply with all applicable Legislation in the performance of its

obligations under this Agreement.

13. LIMITATION OF LIABILITY

13.1 The following provisions set out the entire financial liability of Atlas (including any

liability for the acts or omissions of its employees, agents and sub-contractors) to the

Reseller in respect of:

(a) any breach of this Agreement howsoever arising; and

(b) any representation, misrepresentation (whether innocent or negligent)

statement or tortious act or omission (including without limitation

negligence) arising under or in connection with this Agreement.

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13.2 Except as expressly and specifically provided in this Agreement, all warranties,

conditions and other terms implied by statute, common law or otherwise are, to the

fullest extent permitted by law, excluded from this Agreement.

13.3 Atlas shall not in any circumstances be liable, whether in tort (including for negligence

or breach of statutory duty howsoever arising), contract, misrepresentation (whether

innocent or negligent) or otherwise for:

(a) loss of profits; or

(b) loss of business; or

(c) depletion of goodwill or similar losses; or

(d) loss of anticipated savings; or

(e) loss of goods; or

(f) loss of use; or

(g) loss or corruption of data or information; or

(h) any special, indirect, consequential or pure economic loss, costs, damages,

charges or expenses.

13.4 Atlas's total aggregate liability in contract, tort (including without limitation negligence

or breach of statutory duty howsoever arising), misrepresentation (whether innocent

or negligent), restitution or otherwise, arising in connection with the performance or

contemplated performance of this Agreement shall in all circumstances be limited to a

maximum amount of GBP one thousand (£1,000).

14. TERM AND TERMINATION

14.1 This Agreement shall commence on the Effective Date. Unless terminated earlier in

accordance with this Agreement, it shall automatically extend for 12-monthly periods

(Extended Term) at the end of the Initial Term and at the end of each Extended Term.

Either party may give written notice to the other party, not later than 90 days before

the end of the Initial Term or the relevant Extended Term, to terminate this

Agreement at the end of the Initial Term or the relevant Extended Term, as the case

may be.

14.2 Without affecting any other right or remedy available to it, either party may terminate

this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this Agreement on the

due date for payment and remains in default not less than seven (7) days

after being notified in writing to make such payment; or

(b) the other party commits a material breach of any term of this Agreement

which breach is irremediable or (if such breach is remediable) fails to

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remedy that breach within a period of seven (7) days after being notified in

writing to do so; or

(c) the other party suspends, or threatens to suspend, payment of its debts or

is unable to pay its debts as they fall due or admits inability to pay its debts

or is deemed unable to pay its debts within the meaning of section 123 of

the Insolvency Act 1986; or

(d) the other party commences negotiations with all or any class of its creditors

with a view to rescheduling any of its debts, or makes a proposal for or

enters into any compromise or arrangement with its creditors; or

(e) a petition is filed, a notice is given, a resolution is passed, or an order is

made, for or in connection with the winding up of that other party; or

(f) an application is made to court, or an order is made, for the appointment of

an administrator, or if a notice of intention to appoint an administrator is

given or if an administrator is appointed, over the other party; or

(g) the holder of a qualifying floating charge over the assets of that other party

has become entitled to appoint or has appointed an administrative receiver;

or

(h) a person becomes entitled to appoint a receiver over the assets of the other

party or a receiver is appointed over the assets of the other party; or

(i) a creditor or encumbrancer of the other party attaches or takes possession

of, or a distress, execution, sequestration or other such process is levied or

enforced on or sued against, the whole or any part of the other party's

assets and such attachment or process is not discharged within fourteen

(14) days; or

(j) any event occurs, or proceeding is taken, with respect to the other party in

any jurisdiction to which it is subject that has an effect equivalent or similar

to any of the events mentioned in clause 14.2(b) to clause 14.2(i)

(inclusive); or

(k) the other party suspends or ceases, or threatens to suspend or cease,

carrying on all or a substantial part of its business.

14.3 Without prejudice to any other rights or remedies to which Atlas may be entitled, Atlas

may terminate the Agreement without liability to the Reseller if:

(a) there is a change of control of the Reseller; or

(b) the Reseller challenges or disputes the validity of any of Atlas's Intellectual

Property Rights; or

(c) the Reseller purports to assign any of its rights or obligations under this

Agreement.

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15. EFFECTS OF TERMINATION

15.1 Upon termination or expiry of this Agreement for any reason:

(a) the Reseller shall promptly return to Atlas, or otherwise dispose of as Atlas

may instruct, all samples, technical pamphlets, catalogues, advertising

materials, specifications and other materials, documents or papers

whatsoever sent to the Reseller and relating to Atlas's business (other than

correspondence which has passed between the parties) which the Reseller

may have in its possession or under its control; and

(b) the accrued rights of the parties as at termination or the continuation after

termination of any provision expressly stated to survive or implicitly surviving

termination shall not be affected or prejudiced;

(c) all rights and licences of the Reseller under this Agreement shall terminate.

15.2 The termination of this Agreement shall not of itself give rise to any liability on the part

of Atlas to pay any compensation to the Reseller for loss of profits or goodwill, to

reimburse the Reseller for any costs relating to or resulting from such termination, or

for any other loss or damage.

16. FORCE MAJEURE

Neither party shall in any circumstances be in breach of this Agreement nor liable for

delay in performing, or failure to perform, any of its obligations under this Agreement

if such delay or failure results from events, circumstances or causes beyond its

reasonable control, including, without limitation: strikes, lock-outs or other industrial

disputes (whether involving the workforce of the Reseller or any other party); failure of

a utility service or transport or telecommunications network, act of God; war; riot; civil

commotion; malicious damage; compliance with any law or governmental order, rule,

regulation or direction; accident; breakdown of plant or machinery; fire; flood; storm;

or default of suppliers or sub-contractors. In such circumstances the affected party

shall be entitled to a reasonable extension of the time for performing such obligations,

provided that if the period of delay or non-performance continues for six (6) months,

the party not affected may terminate this Agreement by giving thirty (30) days' written

notice to the other party.

17. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this

Agreement or by law shall constitute a waiver of that or any other right or remedy, nor

shall it prevent or restrict the further exercise of that or any other right or remedy. No

single or partial exercise of such right or remedy shall prevent or restrict the further

exercise of that or any other right or remedy.

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18. SEVERANCE

18.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or

unenforceable, it shall be deemed modified to the minimum extent necessary to make

it valid, legal and enforceable. If such modification is not possible, the relevant

provision or part-provision shall be deemed deleted. Any modification to or deletion of

a provision or part-provision under this clause shall not affect the validity and

enforceability of the rest of this Agreement.

18.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable,

the parties shall negotiate in good faith to amend such provision so that, as amended,

it is legal, valid and enforceable, and, to the greatest extent possible, achieves the

intended commercial result of the original provision.

19. ENTIRE AGREEMENT

19.1 This Agreement constitutes the entire Agreement between the parties and

supersedes and extinguishes all previous Agreements, promises, assurances,

warranties, representations and understandings between them, whether written or

oral, relating to its subject matter.

19.2 Each party acknowledges that in entering into this Agreement it does not rely on, and

shall have no remedies in respect of, any statement, representation, assurance or

warranty (whether made innocently or negligently) that is not set out in this

Agreement.

19.3 Each party agrees that it shall have no claim for innocent or negligent

misrepresentation or negligent misstatement based on any statement in this

Agreement.

20. VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by

the parties (or their authorised representatives).

21. ASSIGNMENT

21.1 The Reseller shall not, without the prior written consent of Atlas, assign, transfer,

charge, sub-contract or deal in any other manner with all or any of its rights or

obligations under this Agreement.

21.2 Atlas may at any time assign, transfer, charge, sub-contract or deal in any other

manner with all or any of its rights or obligations under this Agreement.

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22. NO PARTNERSHIP OR AGENCY

22.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any

partnership or joint venture between any of the parties, constitute any party the agent

of another party, nor authorise any party to make or enter into any commitments for

or on behalf of any other party except as expressly provided in this Agreement.

22.2 Each party confirms it is acting on its own behalf and not for the benefit of any other

person.

23. THIRD PARTY RIGHTS

No one other than a party to this Agreement, their successors and permitted

assignees, shall have any right to enforce any of its terms.

24. RIGHTS AND REMEDIES

The rights and remedies provided under this Agreement are in addition to, and not

exclusive of, any rights or remedies provided by law.

25. NOTICES

25.1 Any notice given to a party under or in connection with this contract shall be in writing

and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day

delivery service at its registered office (if a company) or its principal place of

business (in any other case); or

(b) sent by fax to its main fax number.

25.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt;

(b) if sent by pre-paid first-class post or other next working day delivery service,

at 9.00 am on the Business Day after posting or at the time recorded by the

delivery service.

(c) if sent by fax, at 9.00 am on the next Business Day after transmission.

25.3 This clause does not apply to the service of any proceedings or other documents in

any legal action or, where applicable, any arbitration or other method of dispute

resolution.

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26. GOVERNING LAW

This Agreement and any disputes or claims arising out of or in connection with it or its

subject matter or formation (including non-contractual disputes or claims) are

governed by and construed in accordance with the laws of England and Wales.

27. JURISDICTION

The parties irrevocably agree that the courts of England have exclusive jurisdiction to

settle any disputes or claims arising out of or in connection with this Agreement, its

subject matter or its formation (including non-contractual disputes or claims).

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Schedule 1 Products

Atlas Knowledge Group digital learning solutions are deployed via our cloud-based learning

platform, ENGAGE.

Atlas ENGAGE is multiplatform compatible learning management system which records and

tracks learning progress for both digital learning and classroom events.

The system provides real-time data on learning progress and completions.

Engage is fully SCORM compliant allowing 3rd party content to be uploaded and tracked for

all learners.

All of Atlas Knowledge learning modules are designed to engage the learner and ensure

knowledge retention though the use of the latest learning technologies and techniques.

Each module is bookmarked allowing the learning to leave the module at any time and return

to the same point.

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Schedule 2 EULA

The Atlas End User Terms of Service agreement can be found here:

https://www.atlasknowledge.com/sites/default/files/LEG-LD-

011%20Atlas%20End%20User%20Terms%20of%20Service%20Agreement%20v1.3.pdf

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Schedule 3 Specification

Not applicable

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Schedule 4 Territory

Worldwide

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Schedule 5 Trade Marks

Not Applicable

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Schedule 6 Prices

Course Duration Cost Price

(Atlas)

Recommended Selling

Price Partner Profit Price Code

Up to 30 minutes $30 $40 33% PA

31 to 60 minutes $50 $60 20% PB

61 to 90 minutes $80 $100 25% PC

91 to 120 minutes $100 $125 25% PD

Over 120 minutes $120 $150 25% PE