eEye grants to eEye Solution Advisor a non-exclusive, non-transferable license to distribute eEye software products ("eEye Products") to end users in the Territory pursuant to the license agreements included with each such eEye Products. In consideration of the distribution license rights granted to it under this Agreement, eEye Solution Advisor agrees to utilize only one (1) authorized eEye distributor at a time over any twelve (12) consecutive month period during the term of this Agreement to co-ordinate and facilitate eEye Solution Advisor's distribution of the eEye Products to end users in the Territory.

eEye Security Advisor has read the eEye Security Advisor Program Overview (Exhibit A) and agrees to comply with the obligations and requirements set forth therein. eEye Security Advisors shall receive the benefits set forth in the eEye Security Advisor Program Overview for the applicable eEye Security Advisor level which benefits may be modified from time to time in eEye's sole discretion.

During the term of this Agreement, eEye Security Advisor shall have the right to identify itself as an "eEye Security Advisor" and may refer to eEye Products using the eEye Product trademarks in compliance with the applicable eEye Trademark Guidelines located at www.eeye.com, which are incorporated herein by reference. eEye Security Advisor shall obtain written approval from eEye Digital Security prior to the commencement of any other use of an eEye trademark, service mark or trade name. eEye Security Advisor shall not register or apply for registration of any trademark service mark, business name, company name or trade name, which is identical or similar in whole part to any mark, or name belonging to eEye. eEye Security Advisor agrees that it will do all things necessary, including without limitations executing any documentation, to effect the transfer of any such trade mark, service mark, business name, company name or trade name to eEye. Except as expressly granted herein, no license regarding the use of eEye's copyrights, patents, trademarks or trade names is granted or will be implied.

Each party expressly undertakes to retain in confidence the terms and conditions of this Agreement and all information transmitted to the other that the disclosing party has identified in writing as confidential. Either party may disclose confidential information as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party prior to its disclosing to the receiving party; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; or (iii) is independently developed by the obligated party. Each party's obligation under this Section shall survive the expiration or earlier termination of this Agreement and shall extend to the earlier of such time as the information protected hereby falls into the public domain through no fault of the obligated party or five (5) years following termination or expiration of this Agreement.

This Agreement shall take effect on the date of its execution by eEye ("Effective Date"), and unless terminated earlier as provided herein, shall continue for a period of one (1) year from the Effective Date. Either party shall have the right to terminate this Agreement at any time, without cause and without the intervention of the courts, on the giving of thirty (30) days prior written notice. Neither party shall be responsible to the other for any costs or damages resulting from the termination of this Agreement. Upon expiration or termination of this Agreement, all rights and licenses granted by this Agreement shall revert to eEye and eEye Security Advisor shall immediately cease use of all licenses and the eEye Security Advisor logo, and shall cease to represent itself as an eEye Security Advisor.

Notwithstanding any other provisions of this Agreement, eEye may elect at any time during the term of this Agreement to announce new eEye Products to which the terms and conditions of this Agreement may not apply. New versions (upgrades), minor product revisions (updates), and maintenance releases of existing titles are not considered new eEye Products.

eEye warrants eEye Products on the terms set out in the license agreement accompanying each such eEye Product. THESE LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND AGAINST INFRINGEMENT AND OF ALL OTHER OBLIGATIONS, CONDITIONS, OR LIABILITIES ON eEye's PART EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW.

Subject to applicable law, neither eEye nor anyone else who has been involved in the creation, production, or delivery of the eEye Products or services that are the subject of this Agreement shall be liable for any 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 use of or inability to use the eEye Products, or provision of, or failure to provide, support, even if eEye has been advised of the possibility of such damages. Because some jurisdictions do not allow the exclusion or limitation of consequential or incidental damages, the above limitation may not apply. In any event, except as otherwise provided by law, the liability of eEye or its suppliers, whether for negligence, breach of contract, breach of warranty, or otherwise, shall, in the aggregate, not exceed the amount paid to eEye by eEye Security Advisor hereunder.

eEye Security Advisor Territory: to be defined by eEye and eEye Security Advisor.

eEye Security Advisor Territory is non-exclusive and this agreement does not prohibit, impair or affect the right to eEye to market and sell eEye Products directly in the Territory or indirectly through authorized distributors or other eEye Security Advisors.

Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture, franchise or agency relationship between eEye and eEye Security Advisor. eEye Security Advisor agrees that it shall inform its customers that eEye Security Advisor is an independent business from eEye, and shall not hold itself out as an agent of eEye, or attempt to bind eEye to any third-party agreement.

The laws of the State of California shall govern this Agreement. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by a panel of three (3) arbitrators administered by the American Arbitration Association under Commercial Arbitration Rules. The majority decision of the arbitration shall be final and binding upon the parties. The arbitration hearing shall take place in Orange County, California. The prevailing party shall be entitled to recover cost and attorney's fees. In a no event shall punitive damages be awarded. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Discovery shall be limited to written requests for information and documents, and any dispute regarding discovery shall be conclusively determined by the chair f the arbitration panel. Except to enforce the award, the parties shall treat the existence, content or result of arbitration as confidential information under this agreement. Either party may apply to any court of competent jurisdiction for injunctive relief without waiver or breach of this provision.

eEye Security Advisor shall defend, indemnify, and hold harmless eEye from and against all liabilities, claims, costs, fines, and damages of any type (including attorney's fees) arising out of or in any way related to eEye Security Advisor's delivery of services and/or support to its customers.

If a particular provision of this agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal or unenforceable, this agreement shall remain in full force and effect as to the remaining provisions. No waiver of any breach of any provisions of this agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of representative of the waving party. Except for eEye Security Advisor Program benefits and Trademark Guidelines, no term or provision of this Agreement may be changed, waived, discharged or terminated except by a writing signed by duly authorized representatives of the parties hereof. The terms of any other, documents or electronic communications exchanged (including the terms set forth on any purchase order) shall be of no force or effect unless incorporated herein as a modification or addition to the terms of this Agreement. The making and delivery of this Agreement have been induced by no representations, statements, warranties or agreements other than those herein expressed. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications including all prior and current eEye Security Advisor Agreements. This Agreement and any rights or obligations hereunder, shall not be assigned or sublicensed by eEye Security Advisor, without prior written consent from eEye.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications including all prior and current eEye Security Advisor and eEye Security Advisor Agreements. It shall not be modified except by a written agreement dated subsequent to the Effective Date of the Agreement and signed on behalf of eEye Security Advisor and eEye by their respective duly authorized representatives.

This document provides an overview of the program benefits and requirements for eEye Security Advisor in the Territory and is referenced in the Agreement.

eEye Security Advisor will be able to easily and quickly promote eEye Software, receive training and certifications, and receive funds for various marketing activities. In order to take advantage of these benefits (set forth below), eEye Security Advisor must to meet its membership requirements and be in good financial standing with eEye.

eEye Sales Professionals are available to assist eEye Security Advisor in its sales and marketing efforts.

eEye Security Advisor Rewards Program is eEye's way of acknowledging the skill and dedication of eEye Security Advisor and its employees for establishing and building relationships with its End User customers. It reflects the importance eEye places on eEye Security Advisor's value-selling ability. Eligibility for each Rewards Program benefit will be specified in the Program Documents. The documents can be obtained at www.eeye.com/partners.

Marketing Support.

eEye Marketing Funds Program consists of a "bank" of regional funds that are available to eEye Security Advisor. These funds are accrued for all eEye Software sales fulfilled through authorized Distribution. Examples of possible marketing activities include C-level Seminars, co-branded online activities, and trade show appearances with the appropriate target demographics of prospective End Users. For more information on eEye's Marketing Funds Program, please contact an eEye Territory Manager.

End User Lead Generation Program. eEye is dedicated to providing the necessary support and business development activities to those resellers, systems integrators, and IT consultants that are serious about becoming an eEye Security Advisor. End User leads generated through online, print, or other inquiries will be passed to eEye Security Advisor, representing prospects eager to evaluate a network security or vulnerability management solution. For more information on the End User Lead Generation Program, contact an eEye Territory Manager.

eEye Partner Portal.

eEye Security Advisor has access to a password-protected section of the eEye website that hosts product information, ready-to-customize marketing and advertising templates, tools for managing marketing campaigns and funds, and information about the latest incentive programs, seminars and events. The partner portal is found at www.eeye.com/partners.

Deal Registration System is available to eEye Security Advisor for registering opportunities for all eEye Software sales as long as the opportunity meets certain guidelines. The opportunity will be reviewed by an eEye Territory Manager, and if the open opportunity is deemed valid, the Territory Manager will approve it as a "registered" opportunity. eEye Security Advisor will be entitled to utilize the Deal Registration System and participate in other eEye Security Advisor incentive programs or other programs that eEye, at its discretion, develops and publishes to enhance sales of the eEye Software.

Sales Tools are available to help eEye Security Advisor sell eEye Software and solutions more effectively.

Marketing Funds Approval System. eEye Security Advisor will be able to submit requests for Marketing Funds via eEye's online Marketing Funds Approval System located on the Partner Portal. This easy-to-use system will speed up the approval process and will help eEye Security Advisor to plan effective and efficient activities. The request will be reviewed by the eEye Marketing Department and appropriate eEye Territory Manager. Once the marketing fund request is approved or denied, eEye Security Advisor will be notified via email.

Training.

To ensure expertise and successful implementations, eEye offers certification courses and exams to all eEye Security Advisors.

eEye eLearning Sales Certification. For eEye Security Advisor's sales personnel, eEye provides an online training and certification course to teach familiarity and a deeper knowledge of eEye Software and applied solutions.

Instructor-Led Learning. Professional training courses are offered through eEye Authorized Distributors that have proven to deliver a consistent level of excellence and that undergo rigorous requirements before becoming authorized training providers. Only eEye Certified Instructors can deliver eEye-developed courseware.

Miscellaneous.

Technical Support will be offered by eEye Security Advisor's dedicated distribution partner.

Contact Information for all applicable eEye Digital Security sales and service personnel will be provided.

eEye Security Advisor is expected to meet all the program requirements. Should eEye Security Advisor not meet these requirements, eEye at its sole discretion may terminate eEye Security Advisor's membership.

eEye Authorized Distributor. All eEye Security Advisors will be contractually bound to purchase eEye Software products through one (1) eEye Authorized Distributor. The Security Advisor has selected to be defined ("eEye Authorized Distributor") to be its eEye Authorized Distributor.

Certifications. eEye Security Advisor is expected to effectively sell and implement eEye Software. Therefore, the following certifications are required:

• Sales Certifications: An online training class is mandatory for the eEye Security Advisor's sales personnel.
• Technical Certifications: An instructor-led training class will be delivered by eEye Security Advisor's distribution partner. Each eEye Authorized Distributor will provide technical classes to train its reseller base. eEye Security Advisor is required to have a minimum of two (2) technical engineers trained on eEye Software.

(In the event that any one of the trained and certified eEye Security Advisor professionals is no longer employed by eEye Security Advisor, eEye Security Advisor is obligated to notify its eEye Territory Manager in writing, and to replace the certified eEye professional within ninety (90) days after the last day of full-time employment of the prior eEye certified professional.)

Sales. eEye Security Advisor is required to achieve an annual minimum sales quota of $15,000 USD based on sales of eEye Software. "Sales" is defined as the sale of eEye Software, including software renewals for subscription-based licenses, but does not include software maintenance renewal sales for perpetual license products or eEye Software products acquired for internal use by eEye Security Advisor. eEye Security Advisor may be asked to provide necessary documentation (as determined by eEye) to eEye regarding sales of eEye Software and services. Within the first three weeks of a new calendar quarter, eEye Security Advisor shall submit to its eEye Territory Manager a completed eEye Quarterly Business Review.

Marketing. eEye Security Advisor must to post the eEye Security Advisor logo and associated text on its website(s). eEye Security Advisor must also conduct a minimum of four (4) eEye focused demand-generation events per year. This includes C-level seminars, online seminars, and Advisor symposiums. For details on appropriate marketing activities, contact an eEye Territory Manager.

Communications. eEye requires eEye Security Advisor to permit receipt of email concerning program benefits and/or requirement changes.

The contents of this document are subject to change. In the event that a change takes place, eEye Security Advisor will be notified beforehand.