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			First Name required Last Name required Company Street Address required City required State/Province required Zip Code required Country required Phone (i.e. 703-263-0796) required Fax (i.e. 703-263-0799) Email required Web Site Which Partner Program do you wish to sign up for? Referral (more info) Reseller (more info) How did you hear about the Minerva Partner Program? Magazine Minerva Sales Rep Minerva Web Site A Colleague Other: Services offered by your company: LAN Integration Network Security Integration Web Site Development Database/App. Development WAN Integration Telecom Integration Web Hosting Internet Service Provider Other: If you are currently working with a Minerva sales rep, please enter his/her name. Comments/Questions Minerva Reseller Agreement This understanding is made and entered into today 07/08/08 by and between Minerva Network Systems, a Virginia corporation, with its principal place of business at 4100 Lafayette Center Drive, Suite 100 Chantilly, Virginia 20151 ("Minerva") and Reseller. WHEREAS, Minerva provides Internet Services and Access Services (together hereinafter referred to as the "Services") to members of the general public for a fee; and WHEREAS, Minerva wishes to extend to Reseller reduced rates for such services; WHEREAS, Reseller seeks to utilize Minerva's servers for its own purposes; THEREFORE, Minerva and Reseller hereby agree as follows: 1. RESELLER'S OBLIGATIONS a. Resellers of our services are solely responsible for all billing to their customers. b. Minerva will bill Resellers a total monthly recurring cost for services. Fees are based on type of service and volume. Billing will be sent out at the beginning of every month with payment due at the end of the same month. New services added during the month will be invoiced separately. c. Resellers will receive discounted pricing depending on the services being requested and the volume. d. Reseller will provide Minerva with material and data in a condition that is "server-ready", which is in a form requiring no additional manipulation on the part of Minerva. Minerva shall make no effort to validate this information for content, correctness or usability. e. Reseller agrees to handle and accepts all responsibility for all third-party customer's content, support, set-up and maintenance. Minerva agrees to Reseller pricing as described on the Price and Terms Sheet, provided that reseller meets volume levels. f. The Reseller agrees that he or she has the necessary knowledge to create and maintain the third party's anticipated Webspace. Reseller agrees that it is not the responsibility of Minerva Network Systems Corporation to provide this knowledge or Customer Support outside of the defined service of Minerva. 2. RELATIONSHIP a. The Reseller acknowledges and agrees that the relationship intended by this arrangement is that of client and not that of employee. Reseller shall be responsible for the payment of any taxes, including but not limited to, federal, state and local personal and business income taxes, sales and use taxes, other business taxes and license fees arising out of his/her activities as a Reseller under this Agreement. b. Reseller shall not represent to potential clients that he/she is an employee of Minerva or that he/she has any representational authority or standing. Minerva reserves the right to void this Agreement in the event that the Reseller makes any of the aforementioned representations. 3. INDEMNITY a. Reseller shall defend, indemnify and hold harmless Minerva and its owners, officers, shareholders, directors, employees, affiliates and subsidiaries from and against any and all claims, demands, liabilities, proceedings, damages, injuries, losses, costs and expenses. Including, without limitation, reasonable attorney's fees arising out of or related to any acts or omissions by Reseller undertaken in connection with the marketing of the services including those arising out of related to inaccuracy of any information, including false advertising claims and/or any misleading or false information provided by the Reseller regarding its products or services provided by Minerva; b. Notwithstanding the above, Reseller's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement and any reasonable attorney's fee and court costs. 4. MISCELLANEOUS a. Entire Agreement; Modifications; Waiver. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supercedes all prior and contemporaneous Agreements and understandings between them. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar thereto, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the waiving party. b. Construction. The language of this Agreement shall be construed as a whole, according to its meaning and not strictly for or against Reseller or Minerva, and with no regard whatsoever to the identity or status of any person or persons who drafted all or any portion of this Agreement. c. Notice. This Agreement may be terminated by either party without cause, by giving the other party 30 days written notice. Notwithstanding the above, Minerva may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement. Notice under this Agreement shall be in writing and shall be deemed given and received (i) when delivered personally, (ii) when sent by confirmed telecopy or email, ten (10) days after having been duly, mailed by first class, registered or certified mail,/ postage@ repaid, or (iv) two (2) days after deposit with a commercial overnight carrier, with written verification of receipt. d. Governing Laws. The Parties expressly agree that this Agreement is made in accordance with and shall be governed and construed under the laws of the Commonwealth of Virginia, excluding its Choice of Law provisions. For purposes of this Agreement and any claims arising out of the performance of this Agreement, Reseller hereby submits to the personal jurisdiction of the Commonwealth of Virginia and waives any and all right to challenge such jurisdiction or such venue on grounds of convenience. e. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of Minerva. Reseller may not assign any of its rights, duties or obligations hereunder by operation of law or otherwise without the prior written consent of Minerva. f. Lawful Purpose. Reseller may only use Minerva's servers for lawful purposes. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.

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