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Software Reseller Agreement

1. Preamble

This Software Reseller Agreement ("Agreement") is entered into as of the Effective Date, between DigitalBiz Partners, a company incorporated under the laws of [State], having its principal place of business at [Address] ("Reseller"), and BizTools Pro, a company incorporated under the laws of [State], having its principal place of business at [Address] ("Developer"). Reseller desires to market and resell Developer's 'BizTools Pro' software under the terms and conditions set forth in this Agreement.

2. Appointment of Reseller

2.1. Non-Exclusive Appointment

Developer hereby appoints Reseller as a non-exclusive reseller of the BizTools Pro software in the United States, and Reseller accepts such appointment, subject to the terms and conditions of this Agreement.

2.2. Reservation of Rights

Developer reserves the right to appoint other resellers, distributors, or agents for the BizTools Pro software, at its sole discretion.

3. Software and Licensing

3.1. Software License Grant

Upon payment of the applicable fees, Developer hereby grants to Reseller a non-exclusive, non-transferable, revocable license to distribute, resell, and sublicense the BizTools Pro software in the United States in accordance with the terms and conditions of this Agreement.

3.2. End-User License Agreements

Reseller shall ensure that each end user of the BizTools Pro software enters into a valid End-User License Agreement ('EULA') with Developer, in a form provided or approved by Developer, prior to the use of the software.

4. Resale Terms

4.1. Resale Price

Reseller shall resell the BizTools Pro software at a price not less than the suggested retail price established by Developer from time to time (the "Minimum Price"). Reseller may, at its discretion, charge prices higher than the Minimum Price.

4.2. Payment Terms

Reseller shall pay to Developer, within thirty (30) calendar days from the date of invoice, the applicable fees for the BizTools Pro software as determined by the then-current price list provided by Developer.

4.3. Marketing and Promotion

Reseller shall, at its own expense, market and promote the BizTools Pro software in a manner consistent with the high standards of quality of Developer. Reseller shall comply with all marketing, branding, and trademark guidelines provided by Developer in connection with such marketing and promotion efforts.

5. Support and Maintenance

5.1. Reseller Support Obligations

Reseller shall provide first-level technical support and maintenance services to end users of the BizTools Pro software, including diagnosis and resolution of problems, at a level of quality and response time consistent with industry standards.

5.2. Developer Support Obligations

Developer shall provide Reseller with reasonable access to second-level technical support and maintenance services in connection with the BizTools Pro software, as well as any available training, documentation, or other resources necessary for Reseller to fulfill its support obligations under this Agreement.

6. Intellectual Property

6.1. Ownership

All intellectual property rights in and to the BizTools Pro software, including any trademarks, copyrights, and patents, shall remain the sole and exclusive property of Developer. Reseller shall have no right, title, or interest in the software except for the limited licenses expressly granted under this Agreement.

6.2. Restrictions

Reseller shall not copy, modify, reverse engineer, decompile, disassemble, create derivative works based upon, or sublicense the BizTools Pro software, except as expressly authorized in writing by Developer.

7. Term and Termination

7.1. Term

This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year, unless terminated earlier in accordance with the provisions hereof. This Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of its intent not to renew at least sixty (60) calendar days prior to the expiration of the then-current term.

7.2. Termination for Cause

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) calendar days after receiving written notice thereof from the non-breaching party.

7.3. Effect of Termination

Upon termination or expiration of this Agreement, all licenses granted herein shall terminate and Reseller shall immediately cease all use, distribution, and promotion of the BizTools Pro software, and shall promptly return to Developer all copies of the software in its possession or control.

8. Limitation of Liability

8.1. Limitation of Liability

In no event shall either party be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, arising out of or in connection with this Agreement, whether based in contract, tort, or any other legal theory, even if advised of the possibility of such damages.

8.2. Maximum Liability

In no event shall Developer's maximum aggregate liability to Reseller for any and all claims, damages, or losses resulting from Developer's acts or omissions under this Agreement exceed the total fees paid by Reseller to Developer under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim.

9. Miscellaneous

9.1. Governing Law and Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of [State], without regard to its conflicts of laws principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [City], [State].

9.2. Amendment and Waiver

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof.

9.3. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, both written and oral, between the parties with respect to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

DigitalBiz Partners:

_________________________
[Authorized Signature]

BizTools Pro:

_________________________
[Authorized Signature]