North American Authorized Agency Agreement

a)   

Appointment AST hereby conditionally appoints Agent as a Sales Agent, and Agent accepts in accordance with the provisions of this Agreement the terms of the AST Sales Agent Program.

b)   

Certified Sales Agent . Agent accepts and acknowledges that the AST three day Sales and 5 day Technical Training Program is required to be completed by the Agent within 60 days of execution of this agreement .

c)   

All sales made by the Agent of the AST Suite of Products shall create a Book of Business owned by the Agent, which constitutes all funds due to Agent under this agreement flowing from each sale for a period not to exceed 36 months from the date of acceptance by AST of the Client EULA or until the EULA terminates under the provision that are outlined therein of the AST Suite of Products.

d)   

A monthly license client cancelling for less than ninety-one days and resuming use shall not be considered a cancellation for the Book of Business purposes, unless the customer, of their own accord, transfers to another Agent.

e)   

Agent is required bi-Weekly to report all prospects, sales activity; activity' reported on AST provided leads, and any current client accounts relating to the AST Suite of Products to the AST Sales and Marketing department in an electronic format following the execution of this agreement. AST offers and enforces lead and current account protection for Sales Agents. AST shall not allow another Agent to solicit the existing Agents book of business unless it is understood by all parties the end user client desires the transfer. AST shall use its best reasonable efforts to protect the Agent from aggressive solicitation by another Agent taking any part of the Agent's book of Business. The report MUST include the Business Name, Key Contact name, telephone number, street address, city, state or province and postal code.

f)   

Non-Exclusivity/Territory Agent's appointment shall be nonexclusive and only for the AST Suite of Products and services marked in Schedule A to this Agreement. Such appointment does not constitute a grant of any specific territory or geographical area.

g)   

Agent expressly agrees not to exercise any of the rights granted in this Agreement for any party outside the United States and Canada ("Territory"), including parties, which are subsidiaries or branches of parties, located in the Territory. Any sales outside the Territory must be approved by AST.

h)   

Marketing Agent shall be supplied with marketing material at no cost to agent in electronic format only. Print and mail expense are the responsibility of the Agent. Web design services, press release services, trade show design services, marketing content services, and listing services are provided at no cost to Agent as it relates to the AST suite of products

i)   

Market and Sales Plan . The Agent shall prior to the signing of this agreement submit and have approved by AST a Marketing and Sales Plan for no less than 3 years committing the sale and/or rental of no less than 150 Provider Licenses in the 1st twelve month period following the signing of this agreement, with minimum growth per annum thereafter of 20% accumulative. Failure to do this will be considered a material breach of this agreement.

j)   

Competence Agent agrees to comply in full with Section 1. Subparagraph b of this agreement and provide and acquire appropriate staffing, training and any other requirements for the marketing, and sales of the AST Suite of Products, and to comply with the AST training, support, shipping and payment terms.

k)   

Conduct Agent shall undertake no acts injurious to the business or goodwill of AST. Agent shall use its best efforts to promote AST and its products and service and shall promptly report and follow up all leads provided. Agent may offer or promote competitive products without the consent of AST.

l)   

Independent Entities Notwithstanding the use of the designation "Sales Agent". Agent is an independent contractor and shall at no time have the power [1] to bind AST; [2] to Agent any terms, conditions, warranties or covenants made by AST or [3] to create in favour of any person any rights, which AST has not previously sales in writing.

m)   

Form of Relationship The relationship under this Agreement shall not create any legal partnership, franchise relationship, agency or other form of legal association between the parties, which would impose a liability of one party upon the other.

n)   

Insurance Agent or its successors shall maintain during the term of this Agreement and while it is still responsible for its Book of Business: [1] all required workers' compensation or similar insurance; and [2] comprehensive general liability insurance. Agent shall promptly supply AST with proof of such insurance upon request. AST or its successors shall maintain comprehensive general liability and errors and omissions insurance for the AST Suite of products. AST shall promptly supply Agent with proof of such insurance upon request.

o)   

Records Agent shall supply to AST the full business data of each customer as a qualified prospect and at the time of sale and shall, during this Agreement and while it is still responsible for its Book of Business, and for a period of one year after the termination of this Agreement maintain records sufficient for AST to verify amounts due under this Agreement relating to the contracts, invoices, accounts, complaints, and other transactions relating to the placement and licensing of the AST Suite of Products. AST may directly, or through its Agent at any time during normal business hours, upon no less than 10 business days' notice, and for any reason inspect such records and other financial information relevant to AST products as sold by Agent to its end users, solely for the purpose of verifying amounts due under this Agreement. Any such information will be confidential information of Agent subject to the provisions of Section 4.

p)   

Sub-Agents Agent shall not be permitted to establish sub-Agents without the express written consent of AST.

q)  

Corrupt Practices Agent represents that it will not make any payment or transfer anything of value, directly or indirectly, to any government official or employee; to any officer, director, employee, or representative, or Agent of any actual or potential customer; or to any other person or entity if such payments would violate applicable laws.

r)   

Prospects Agent will provide AST with a list of active prospects on a regular basis as outlined in Section Subparagraph b of this agreement. AST will use its best efforts to protect these prospects from being solicited by its other Agents or distributors, and to refrain from solicitation directly by AST, while taking into account prospect's wishes, and in as much as allowed by applicable laws. Agent in return agrees to respect active prospect lists of AST's other Agents. For the above purposes, an active prospect is defined as a prospect who is contacted by the Agent at least once every six (6) weeks and where details of each such contact are logged with AST.

a)   

General Warranties AST represents and warrants to Agent that [I) it has sufficient right, title and interest in and to the AST Suite of Products to enter into this Agreement; and [2] that all AST Suite of Products distributed to Agent is free and clear of all liens.

b)   

AST Suite of Products Warranties Agent's exclusive warranty regarding the AST Suite of Products is set forth in the applicable EULA provided with the AST Suite of products.

c)   

EXCEPT AS STATED ABOVE, AST MAKES NO OTHER WARRANTIES REGARDING THE AST SUITE OF PRODUCTS AND DOCUMENTATION, AND ANY SERVICES PROVIDED BY AST INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. AND ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

d)   

IN NO EVENT SHALL AST BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE RELATIONSHIP BETWEEN AST AND AGENT EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

e)   

AST's CUMULATIVE LIABILITY UNDER THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION IN CONTRACT, TORT OR STRICT LIABILITY, SHALL BE LIMITED TO THE LICENSE FEES PAID BY AGENT DURING THE 12 MONTHS PRIOR TO SUCH EVENT. AST's LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL AST EXPENDITURES TO ADDRESS LIABILITY BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. AGENT RELEASES AST FROM ALL OBLIGATIONS, LIABILITIES, CLAIMS OR DEMANDS IN EXCESS OF THE LIMITATION. THE PARTIES ACKNOWLEDGE THAT OTHER PARTS OF THIS AGREEMENT RELY UPON THE INCLUSION OF THIS SECTION AND THE RESULTING ALLOCATION OF RISKS.

f)   

Agent Actions AST shall have no obligation to any party under any warranty given by Agent, its Agents or employees. Agent shall not make any representation or warranty with respect to the AST Suite of Products other than those stated by AST in its written warranty, documentation and literature.

g)   

Agent Indemnification Agent agrees to indemnify AST and to hold it harmless from and against any loss, damage, claims or demands whatsoever arising out of Agent's activities that are outside the scope of the EULA provided by AST to the end user regarding use of AST suite of Products. AST makes its representations and warrants to the end user and limits of liability therein via the EULA.

h)   

Complaints Agent shall make all reasonable efforts to handle all incidents of customer complaints or demands regarding the AST Suite of Products and shall report promptly to AST all such incidents.

i)   

AST indemnification AST agrees to indemnify Agent and to hold it harmless from and against any loss, damage, claims or demands whatsoever arising out of;

a)  

Intellectual property infringement arising from the AST Suite of Products; breach of implied warranty or negligence.

b)  

Activities that are outside the scope of the EULA provided by AST and issued to the customer through Agent regarding the use of the AST Suite of Products. AST further agrees to indemnify AGENT and to hold it harmless from and against any loss, damage, claims, or demands whatsoever arising out of AST's activities that are outside the scope of this North American Sales Agent Agreement.

a)   

Definition "Trademarks" means any and all current or future company names, product names, marks, logos, designs, trade dress and other designations or brands used by AST in connection with its products and services and all marks similar thereto.

b)   

License AST grants Agent the right to use the Trademarks solely for the purpose of distributing and marketing the AST Suite of Products, provided that Agent: [1] uses the appropriate Trademarks for the corresponding AST Suite of Products; [2] identifies all Trademarks are registered trademarks of AST; and [3] take reasonable steps to modify all objectionable uses of the Trademarks. AST reserves the right to revoke or limit the use of Trademarks at any time upon reasonable notice. Non-Compliance with Trademark and Logo Policies shall be considered a material breach of this Agreement.

c)   

Ownership Agent acknowledges that AST is the sole owner of the Trademarks and nothing herein shall grant to Agent any right or interest in the Trademarks. Agent shall not register, or attempt to register, any Trademarks or any marks confusingly similar thereto in any jurisdiction.

d)   

Limitations Except as stated above, Agent is granted no right, title, license or interest in the Trademarks. Agent acknowledges AST rights in the Trademarks and agrees that any and all use Trademarks by Agent shall inure to the sole benefit of AST. Agent agrees that it shall take no action inconsistent with AST ownership of the Trademarks and agrees not to challenge AST rights in or attempt to register any of the Trademarks, or any other name or mark owned or used by AST or any mark confusingly similar thereto. If at any time Agent acquires any rights in, or any registration or application for, any of the Trademarks by operation of law or otherwise, it will immediately, upon request by AST and at no expense to AST, assign such rights, registrations, or applications to AST, along with any and all associated goodwill.

e)   

Notif