In consideration of the mutual undertakings herein contained, Reseller and Buyer herby agree as
follows:

1. Sale: Reseller agrees to sell to Buyer and Buyer agrees to purchase from Reseller the services, equipment,
features, software, third-party performed maintenance/support, and any other products (the “Products”) set
forth in purchase orders (including an offer, quote, proposal, commitment letter or other form used by
Reseller) issued by Buyer and accepted by Reseller from time-to-time pursuant to this Agreement
(“Purchase Order”). Each Purchase Order shall set forth the quantity and type of Product being purchased,
Sale Price (as defined below) and delivery date and location of Products to be shipped by Reseller. Each
Purchase Order is hereby incorporated by reference into this Agreement and, when signed by Reseller and
Buyer, shall constitute a separate contract (“Sale Agreement”) for the Products described therein on the
terms and conditions stated in this Agreement. Any additional or different terms included in the Purchase
Order shall be of no force or effect.

2. Sale Price: The sale price for each Product purchased pursuant to this Agreement (“Sale Price”) shall be as
set forth in the applicable Sale Agreement and shall be due and payable by the Buyer within 10 days after
the receipt date of Reseller’s invoice. Unless otherwise specified by the Reseller, the Sale Price excludes
any applicable Taxes (as defined below). A late charge will be due on the unpaid balance at a rate of 1.5%
per month, or the rate otherwise permitted by law, whichever is lower. Unless otherwise specified in the
Sale Agreement, all amounts referred to in this Agreement or in any Sale Agreement, and all amounts
payable thereunder, shall be in U. S. Dollars.

 

3. Taxes: Buyer agrees to pay at its sole expense all applicable taxes, assessments, fees and penalties, if
any, including, but not limited to, any sales taxes, as applicable, and any import duties, and merchandise
processing fees (“Taxes”) which may be levied or assessed upon Reseller or Buyer with respect to a Sale
Agreement, the Products or any interest thereon. Any payment made by Buyer pursuant to this Agreement
shall be made without deduction or withholding for or on any account of any Taxes except as may be
required to be deducted or withheld by applicable law. If any Taxes are required to be deducted or withheld
under applicable law, the amount of the payment due from the Buyer shall be increased to an amount which,
after making any deduction for Taxes, leaves an amount equal to the payment which would have been due if
no such deduction or withholding had been required.

​

4. Shipping: To the extent applicable, Reseller will pack, seal and ship the Products in accordance with the
procedures established by the manufacturer (or Reseller will cause the manufacturer to do so if such action
is required to be performed by the manufacturer) in order for the Products to remain eligible for the
manufacturer’s maintenance agreement at the time of delivery. Buyer shall cause the Products to be
unsealed, unpacked and installed by the manufacturer if such action is required to be performed by the
manufacturer in order for the Products to be covered by the manufacturer’s maintenance agreement. Buyer
shall be responsible for all maintenance, warranty and support requirements imposed by the customary
shipping charge in effect at the time of the Sale Agreement for the type of Products, which is the subject of
the Sale Agreement. Should the Buyer choose to arrange for its own shipping carrier ( with Reseller’s prior
written consent, which shall not be unreasonably withheld) to pick up, ship, and deliver the Products, all
previous sentences regarding maintenance shall still apply.

 

5. Delivery: Reseller shall deliver and Buyer shall accept delivery of the Products at Buyer’s location set forth
in the Sale Agreement on the date set forth in the Sale Agreement or a date otherwise mutually agreed upon
in writing. Reseller shall use reasonable efforts to meet the specified delivery dates. If Reseller shall fail to
make delivery within 10 Business Days (as defined below) of such delivery date for reasons other than
Buyer’s fault or circumstances beyond Reseller’s reasonable control, then Buyer’s only remedy shall be the
right to terminate the applicable Sale Agreement whereupon Reseller shall refund any payments which it has
received from Buyer relating to such Sale Agreement. Risk of damage to or loss of the Products consisting
of equipment shall pass to Buyer upon shipment of the Products from the point of origin. At Reseller’s
discretion, an Affiliate of Reseller may supply Products for international orders. The term (“Business Day”)
means any day other than a Saturday, Sunday, or Federal holiday in the U. S.

​

6. Title: Title to the Products will be free and clear of all liens, claims, and encumbrances of any kind created
by or arising through Reseller, shall be retained by Reseller, and shall vest in Buyer only upon payment of
the full Sale Price and the performance of all Buyer’s obligations hereunder. The Products shall remain
personal and movable property and not become part of any real or immovable property. Reseller reserves,
and Buyer hereby grants to Reseller, a purchase money security interest in the Products, and all proceeds
thereof to secure payment in full and performance of all of Buyer’s obligations hereunder.

 

7. Warranties and Licenses: Buyer shall Have the benefit of all applicable Manufacturer/Licensor Warranties
and Indemnities, except as aforesaid, Reseller makes no representation or warranty with respect to the
Products including, without limitation, the Warranties of Merchantability or fitness for a particular purpose or
free of the rightful claims of third persons by way of infringement or the like. Each party acknowledges that it
has entered into this Agreement in reliance solely on the terms and conditions contained in this Agreement.
If a Sale Agreement includes software or other intellectual property, such software or other intellectual
property is provided by Reseller to Buyer subject to the copyright and end user license, the terms and
conditions of which are set forth in the applicable license agreement (if any) pertaining to such software or
other intellectual property.

 

8. Limitation of Liability: Each party shall not be liable for any indirect, special, incidental, exemplary or
consequential damages, even if advised of the possibility of same. The total liability of Reseller for any claim
arising under this agreement shall not exceed the amount paid by Buyer for the Products that are the subject
of the claim. Reseller shall not be liable for any damages resulting from any delay in shipmen due to the
causes beyond Reseller’s control. Notwithstanding anything to the contrary, liability for any claims arising
from or alleged to have arisen out of the negligent acts or willful misconduct or omissions of Reseller
providing the Products hereunder shall in no event exceed the greater of: A) Two times (2X) The amount of
the fees payable pursuant to the applicable Sale Agreement, or B) One Million Dollars ($1,000,000 USD).
Nothing herein is intended to limit either party’s liability for death or personal injury to third parties arising
from a party’s own negligence or intentional misconduct.

​

9. Notices: Any notice provided for herein hall be in writing and sent by prepaid courier service or first-class
mail, postage prepaid, addressed to the party for which it is intended at its address set forth above or to such
other address as either party shall from time-to-time notify the other in writing. Any such notice so given
shall be deemed to have been received when delivered by courier or 3 Business Days from the date of
mailing. A copy of said notice shall be sent to the attention of the Buyer’s General Counsel at Buyer’s
address.

​

10. Force Majeure: Neither party to this Agreement shall be liable to the other party for any failure to perform, or
delay in the performance of, any of its obligations hereunder (except for payment obligations) due to causes
beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts or omission of
civil or military authority, fire, power, failure, labor disputes, acts of war, changes in law, floods, epidemics or
acts of terrorism.

​

11. Term: The term of this Agreement shall commence on the Effective Date and shall remain in effect until one
year’s time unless otherwise terminated. This Agreement may be terminated for any reason by either party
upon 30 days prior written notice. Termination of this Agreement by either party shall not affect the
obligations of Reseller and Buyer with respect to any Sale Agreement accepted by Reseller prior to the
effective date of termination.

​

12. Choice of Law and Venue: This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Utah. U. S. including all matters of construction, validity, performance, and
enforcement. The parties agree that the United Nations Convention on Contracts for the International Sale
of Goods does not apply to this Agreement. In the event either party takes any action seeking to enforce an
obligation of the other party hereunder, the unsuccessful party shall be responsible for payment of all costs
(including any court costs( and reasonable attorney’s or solicitors’ fees incurred by the successful party in
such action.

​

13. Export Compliance: Each party acknowledges that the export, re-export, or import into any other country of
Products that are purchased from Reseller or FIN may be subject to the export/import control laws and
regulations of the U.S. the country of origin of the Products, the country in which Buyer resides, or other
applicable countries. Such laws and regulations include, without limitation, the Export Administration
Regulations issued by the U. S. Department of Commerce, Embargo and Sanction Regulations issued by
the U. S. Department of Treasury, the International Traffic in Arms Regulations issued by the U. S.
Department of State, and the like. Each party agrees and undertakes to comply with all applicable
export/import control laws and regulations, and Buyer agrees that such Products are purchased solely for
internal and commercial use.

​

14. Affiliates: Reseller or any of its Affiliates may sell Products to Buyer or an Affiliate of Buyer from time-to-
time pursuant to a Sale Agreement entered into between such parties. Such Sale Agreement shall
incorporate the terms and conditions of this Agreement and shall automatically (without notice to or consent
of Buyer) become the obligation of Buyer, the same as if Buyer had entered into such Sale Agreement
entered into by an Affiliate shall have been duly authorize by all necessary corporate action and constitutes
a legally binding obligation of the Affiliate and Buyer or Reseller, as applicable, enforceable in accordance
with its terms and provisions. Buyer agrees, upon request, to further evidence its obligations with respect to
a Sale Agreement entered into by an Affiliate with a guaranty or such other additional documentation as
Reseller may reasonably request. The term (“Affiliate”) shall mean all corporations, limited liability
companies, partnerships or other entities that are directly controlled by a party.

​

15. Entire Agreement: This Agreement and each Sale Agreement hereto shall constitute the entire agreement
between Buyer and Reseller with respect to the sale and purchase of the Products relating to such Sale
Agreement. If the provisions of any Sale Agreement are inconsistent with the provisions of this Agreement,
then the provisions of this Agreement shall prevail. This Agreement shall be binding upon the inure to the
benefit of the parties hereto and their respective successors and assigns. The information contained in this
Agreement and each Sale Agreement hereto is proprietary and confidential and each party agrees to protect
and maintain such confidentiality and use the information for internal business purposes only. Section
headings used in this Agreement are for reference purposes only and shall not be used in the interpretation
thereof. No provision of this Agreement shall be construed against either party as he drafter thereof. If at
any time any provision of this Agreement becomes illegal, invalid, or unenforceable in any respect, such
provision will be deemed to be severed from this Agreement and the legality, validity, and enforceability of
the remaining provisions of this Agreement will not be affected or impaired thereby. For the purpose of
executing this Agreement, the parties hereto agree that an electronic (e.g. pdf, etc. ) record of this
Agreement and any Sale Agreement or other electronic signatures shall serve as original signatures.

 

16. General Provisions:

16.1. Relationship of Parties: The parties acknowledge and agree that Reseller is an independent
contractor of Buyer, and that the personnel used by Reseller in connection with any Products provided
by Reseller pursuant to this Agreement are not employees of Buyer and shall not be entitled to any
benefits provided to, or rights afforded by, Buyer or Buyer’s Affiliates to Buyer’s employees, whether by
operation of law or otherwise including, without limitation, group insurance, liability insurance, disability
insurance, vacation, sick leave, retirement benefits, health plans and overtime pay. Buyer shall make
no deductions for fees paid to Reseller for any state, federal, or local taxes including, without limitation,
deductions for income tax withholding and social security taxes. Reseller shall be responsible for the
income tax withholdings and other payments related to Reseller’s own employees with respect to such
matters.
16.2. Indemnification: Each party shall indemnify and save harmless the other for, from and against
all actions, liabilities, losses, damages, claims, and demands whatsoever, including costs, expenses,
and reasonable attorney’s fees resulting from or claimed to the extend resulted from any intentional or
negligent acts or omissions that result in third party claims for loss of life, personal injury, and/or
damage to real or tangible property of the indemnifying party or its employees or agents engaged in the
work under this Agreement at the time of the event or occurrence upon which such actions, claims or
demands are based. Where both Buyer and Reseller, including their respective employees or agents,
participated in the liability causing event, each party shall contribute to the common liability a pro rata
share based upon its relative degree of fault.

16.3. Insurance: Each party shall maintain at its own expense, such insurance as will protect itself
from any claims or damages for death, bodily injury, and damage to real and tangible personal property
damage with respect to its own employees and property which it owns or leases or otherwise exerts
control over, and such insurance coverage shall include comprehensive general liability, including
blanket contractual liability, automobile insurance, and complete operations insurance coverages with
minimum limits of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars
($2,000,000.00) per aggregate. Each party agrees to furnish evidence of insurance coverage upon
reasonable written request of the other party.

16.4. Licenses: Applicable Law. Reseller warrants that Reseller and its employees and agents
providing the Products are licensed or certified as applicable to provide the Products in accordance with
applicable laws, rules, and regulations.

16.5. Compliance with Regulations and Policies: Reseller shall cooperate with Buyer in complying
with all standards applicable to its performance of its obligations under this Agreement, which may
include but not be limited to the standards of federal, state and local government laws, rules, and
regulations.
16.6. Compliance with Employment Laws: Reseller agrees to comply with all federal, state, and
local laws, regulations, ordinances, and orders governing immigration, equal employment opportunity,
and affirmative action that are applicable to Reseller in its performance of its obligations under this
Agreement, including 42 U.S.C. Sec 2000(e) et seq., the Civil Rights Act of 1964, the Civil Rights Act of
1991, Sections 503 and 504 of the Rehabilitation Act of 1973, the Vietnam Era Veterans’ Readjustment
Assistance Act of 1974, the immigration Reform Act of 1986, the Americans with Disabilities Act,
Executive Order 11246 of September 24, 1965, Executive Order 13496 of January 30, 2009, and all
amendments and applicable regulations pertaining to any of them, including 41 C.F.R. §§ 60-250.5, 60-
300.5 and 60-741.5 (imposing anti-discrimination and affirmative action requirements) and 29 C.F.R.
Part 471, appendix A to subpart A.

16.7. HIPAA: Reseller certifies that its performance of its obligations hereunder shall not pertain to
Protected Health Information as defined under the Health Insurance Portability and Accountability Act of
1996 (the “HIPAA Privacy Standards”).

16.8. No Federal Exclusion: Reseller herby represents and warrants that Reseller and, to its
knowledge, all employees providing services under this Agreement are not and at no time have been
excluded from participation in any federally funded health care program, including Medicare and
Medicaid. Reseller hereby agrees to notify Buyer of any actual sanction or exclusion from any federally
funded health care program, including Medicare and Medicaid. Such notice shall contain reasonably
sufficient information to allow Buyer to determine the nature of any sanction. In the event that Reseller,
or to Reseller’s knowledge, any of Reseller’s employees is excluded form participation in any federally
funded health care program during the term of this Agreement, or if, at any time after the effective date,
it is determined that Reseller is in breach of this Section, Buyer shall terminate this Agreement, which
termination shall be effective immediately upon notice to Reseller of such termination.

16.9. Changes in Law: If there is a change in any federal or state law, regulation or rule which
affects the Agreement or the activities of either party under this Agreement, or any change in the
judicial or administrative interpretation of any such law, regulation or rule and either party reasonably
believe in good faith that the change will have a substantial adverse effect on that party’s business
operations or its rights or obligations under this Agreement, then the party may, upon written notice,
request the other party to enter into good faith negotiations to renegotiate the terms of this Agreement.
If the parties are unable to reach an agreement concerning the modification of this Agreement within
the earlier of forty five (45) days after the date of the notice seeking renegotiation or the effective date
of the change, or if the change is effective immediately, then either party may immediately, terminate
this Agreement by written notice to the other party, provided, that any Sale Agreement shall continue
under the terms of this Agreement until expiration in accordance with such Sale Agreement unless
otherwise prevented or restricted by such change(s) in law.
16.10. Regulatory Termination: If, prior to the expiration of the term of this Agreement, any federal,
state, or local regulatory body, including but not limited to the Centers for Medicare and Medicaid
Services (CMS), Department of Health and Human Services (HHS), or the internal Revenue Service
(IRS) determines that this Agreement is illegal or jeopardizes Buyer’s tax exempt status or otherwise
materially affects either party’s business, then the affected party shall give the other party such notice
as is reasonable in the circumstances and shall make available a reasonable period within which to
cure. If no cure is implemented by the parties, then either party, in its discretion may terminate this
Agreement with such notice is reasonable under the circumstances.

16.11. Non-Exclusive Agreement: This Agreement is not exclusive. Accordingly, each party shall
have the right to enter into one (1) or more agreements relating to the same or similar matters as are
covered by this Agreement and execution by a party of such agreements shall not constitute a breach
of this Agreement.
16.12. Retention and Inspection of Records: All records hall be kept on file by Reseller for a period
of four (4) years from the date the record is made. Reseller shall, upon prior reasonable and written
notice, give Buyer or is authorized representative the privilege at a reasonable time of inspecting,
examining, and auditing, during normal business hours, such of Reseller’s business records which are
directly relevant to the Products (including financial arrangements) under this Agreement. The cost of
such inspection, examination, and audit will be at the sole expense of Buyer and such inspection,
examination, and audit shall be conducted where said records are normally maintained.

16.13. Assignment: This Agreement may not be assigned by either party without the prior written
consent of the other party. If consent to an assignment is obtained this Agreement is binding on the
successors and assigns of the parties to this Agreement. Each party shall have the right to request to
assign or otherwise transfer its interest under this Agreement to any (“related entity”), and the consent
to such request shall not be unreasonably withheld. For the purposes of this section, a related entity
shall be deemed to include a parent, subsidiary, any entity that acquires all of substantially all of the
assigning party’s assets or operations relating to this Agreement, and the surviving entity of any merger
or consolidation involving the assigning party. If such assignment will have a substantial adverse effect
on the non-assigning party’s business operations or is rights or obligations under this Agreement then
the non-assigning party, in its discretion may terminate this Agreement with such notice as is
reasonable under the circumstances.

16.14. Counterparts: This Agreement may be executed in one (1) or more copes or counterparts,
each of which when signed or made available online shall be an original, but all of which together shall constitute one (1) instrument. 

​