PEOPLELINK CORPORATE SOLUTIONS PRIVATE LIMITED

(INDIA)
PARTNER AGREEMENT

WITH
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THIS AGREEMENT is made and entered into this …….. day of ……Month Year 200..,
by and between PEOPLELINK CORPORATE SOLUTIONS PRIVATE LIMITED (referred
to herein as "PLCS"), located at 202-203, BMR COMPLEX, MIYAPUR, HYDERABAD,500059
and ……………………………………………("PARTNER"), located at ---------------------------------
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In consideration of the mutual promises contained herein, the parties agree as follows:

1. APPOINTMENT, TERRITORY; PRODUCTS. Subject to the terms and conditions

herein set forth, PLCS hereby grants PARTNER the non-exclusive right and license to market and
sell within INDIA the (“Territory”), as an authorized PARTNER, the PLCS products set forth in
Exhibit A (the "Products"). Territorial protection and exclusivity is granted to PARTNER for
Maharashta .PARTNER understands that PLCS and its other PARTNER s may sell Products to
their customers in the Territory. PLCS shall have the right to add new Products and/or discontinue
existing Products under this Agreement at any time. All Exhibits identified in and attached to this
Agreement are hereby incorporated into and made a part of this Agreement. The Products shall be
marketed to Partners and retail customers under PLCS designated Product marks in strict
accordance with written PLCS trademark instructions as provided to PARTNER; however,
PARTNER does not have any right or license to use PLCS trade names or trademarks other than as
expressly provided herein. PARTNER shall not incorporate the PLCS marks in or as part of
Partners trade names or marks, corporate name, or any other name under which PARTNER shall
conduct its business.

2. OBLIGATIONS OF PARTNER. During the term of this Agreement, PARTNER

agrees to:

2.1 Use its best efforts and abilities to purchase, promote, market, distribute and
sell, at its own expense, the Products;

2.2 Provide competent customer service and technical assistance relative to the
Products, and obtain from PLCS adequate initial and ongoing training in the Products to be
able to provide such customer service and technical assistance; PLCS shall provide
reasonable consultation and assistance to PARTNER during normal business hours
addressing customer service and technical assistance issues that PARTNER is unable to
adequately address itself;
 2.3 Conduct its business in a manner that reflects favorably upon PLCS and the
Products (including, but not limited to, conducting business in a way that does not cause any
harmful pricing practices to the market for the Products);

2.4 Respond promptly to all communications and correspondence from PLCS

and to follow and abide by such standard sales and marketing policies as may be directed
from time to time by PLCS.

2.5 Purchase demo Products in an order amount from minimum of (1 Units

CHAT 150, 1 LOGITECH PRO 9000 and 3 Months Unlimited Demo Support Service) –to
avail for Gold Pricing and thereafter purchase and warehouse a sufficient supply of the
Products on an ongoing basis to meet its PARTNER and End customer demands.

2.6 Provide to PLCS an initial 12-month commitment and thereafter provide an

updated 12-month rolling forecast on a calendar-quarterly basis.

2.7 Not contract with, hire or otherwise employ any “sub-PARTNERs” in

connection with the performance of its activities, duties and obligations under this
Agreement; and

2.8 Operate its business in compliance with all applicable local and national laws
and regulations.

2.9. PARTNER shall not sell or re-distribute any Product outside the Territory
without the prior written consent of PLCS. Any such permitted sales shall comply fully with
all applicable local, national, and Indian export laws and regulations.

2.10 On or before the tenth day of each calendar month, PARTNER shall provide
PLCS a written statement of Products received during that the preceding month and
statement of products held in stock at month end including ageing of stock and a statement
of sales made in that month by Product and by destination.

3. OBLIGATIONS OF PLCS. During the term of this Agreement, PLCS agrees to:

3.1 Use its best efforts to deliver the Products necessary to fulfill all sales orders from
PARTNER.

3.2 Furnish and deliver to PARTNER reasonable quantities of Product samples, advertising,
promotional, technical literature/materials, and training information as are customarily made
available to PARTNER by PLCS.

3.3 Price Protection. If PLCS reduces the prices and/or rates contained in Exhibit A, price
protection will apply as follows:
3.3.1 PLCS will credit Partners account for reductions related to stock held in inventory by
PARTNER at the time the reduction comes into effect provided that:

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a)PARTNER has timely provided a monthly stock statement to PLCS on an ongoing basis pursuant
to Section 2.10 above;

b)PARTNER has taken delivery of the Products within the last 30 days and they remain in an
unwrapped, unopened condition;

c)PARTNER claims credit within 15 days of price reduction by means of a new offset order for an
equivalent amount of Product; and

d)Demonstration units are not covered by price protection.

PARTNER pays all freight and duties (if applicable)for returning Products;

After notification and request, PARTNER receives from PLCS a Return Material Authorization
(RMA) number prior to return

3.5 Demonstration Product. PARTNER may purchase a maximum of 2 units of each

Product for its own demonstration purposes. It is Partners responsibility to market and promote
demonstration units to its PARTNER. PARTNER is required to provide proof of purchase of any
Demonstration Units purchased by a PARTNER, and a signed agreement from the PARTNER that
they will not sell the Demonstration Units for a period of six (6) months
.
3.6 Market Development Fund. PLCS may, at its sole discretion, contribute funds for
Partners marketing and promotional activities based on the Partners purchase volume and credit
status. The Market Development Fund as described may change from time to time or terminate at
PLCS sole discretion. PARTNER agrees and warrants that any Market Development Funds
received will be utilized for bona fide marketing activities relating to the Products as agreed with
PLCS.

4. TERMS AND CONDITIONS OF SALE. It is agreed that PLCS shall sell the
Products to PARTNER solely upon the following terms and conditions:

4.1 Prices and Rates. PLCS shall sell the Products to PARTNER at the prices
and rates set forth in price list PLCS reserves the right to make changes to the attached price
and rate list upon thirty (30) day written notice to PARTNER. PLCS in its sole discretion
may offer PARTNER Product promotions, which may be amended or discontinued by PLCS
after thirty days' written notice to PARTNER.

4.2 Resale of Products. PLCS shall from time-to-time provide to PARTNER

its suggested dealer/PARTNER prices; however, PARTNER shall be free to determine the
price, terms, and conditions of sale surrounding the resale of the Products to Partners
Partners and retail customers, subject to the provisions of Section 2 above.

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 4.3 Purchase Orders. PARTNER shall submit purchase orders to PLCS for
the Products. All purchase orders for Products shall be sent by fax and or e-mail directly to
PLCS and shall include the description and quantity of the Products to be purchased, and the
address to which the purchased Products are to be shipped. All purchase orders shall be
subject to acceptance by PLCS and shall not be binding on PLCS until so accepted. PLCS
shall have the right to reject a purchase order in the event PARTNER fails to meet or
maintain PLCS established creditworthiness requirements. In the event of a conflict between
the terms of this Agreement and any purchase order submitted to PLCS, the terms of this
Agreement shall govern.

4.4 Invoices and Payment.

4.4.1 PARTNER shall be solely responsible for the invoicing and

collection of payment from its PARTNERs and retail customers. PARTNER shall
be primarily and directly liable to PLCS for all Products ordered by PARTNER
notwithstanding non-payment to PARTNER by Partners PARTNERs and/or retail
customers.

4.4.2 All invoices sent by PLCS to PARTNER for Products shall be due
net 30 days from the date of invoice in case the credit is granted otherwise Partner needs to
pay 100% advance. For the first 3 transactions PARTNER will have to pay 100% advance.
Unpaid invoices over 30 days shall be assessed and shall accrue interest at the lesser of (i)
3% per month (36% APR), or (ii) the highest rate permitted by applicable law. Invoices
unpaid after sixty (60) days may be submitted for collection, and PLCS may terminate this
Agreement in accordance with the provisions governing termination herein. PARTNER
agrees that it shall be responsible for any costs incurred by PLCS in collecting any amount
payable from PARTNER, including costs of court and reasonable attorneys' fees.

4.5 Changes or Discontinuance. PLCS reserves the right during the term of
this Agreement either to vary or to discontinue the sale or distribution of any of the Products
upon ninety (90) days prior written notice to PARTNER. PLCS shall incur no liability to
PARTNER by reason of any such change.

4.6 Credit. PLCS may, at its option and at any time, establish a credit limit for
Partners account and may refuse to provide Products to PARTNER if such provision would
cause Partners credit limit to be exceeded. PLCS may increase or decrease such credit limit
from time to time, in its sole discretion. In lieu of extending credit, PLCS, at its option, shall
be entitled to require from PARTNER a cash-in-advance deposit or a standby letter of credit
or other credit instruments prior to the supply of any Products.

4.7 Taxes, Duties, etc. PLCS prices to PARTNER do not include taxes, duties,
assessments, fees or other similar charges of any kind or nature that may be levied by any
governmental authority on the shipment and/or sale of the Products. The collection and
payment of all such taxes and fees shall be the sole responsibility of PARTNER, and
PARTNER shall indemnify and hold PLCS harmless from and against any and all such

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 taxes, fees and charges. PARTNER represents and warrants to PLCS that all
Products acquired hereunder are for redistribution in the ordinary course of Partners
business.

4.8 Shipment. All Products sold to PARTNER shall be sold Ex Works PLCS
HYDERABAD. Upon the placement of the Products with a common carrier, the title and all
risk shall pass to PARTNER. PARTNER acknowledges that it is Partners sole
responsibility to pay all and any tariffs, taxes, duties, levies, and any other fee or charge
associated with the importation of the Products into the jurisdiction it designates for delivery.
Although PARTNER shall pay for all costs associated with the transportation and insurance
of the Products, PLCS shall arrange for such transportation and insurance of the Products.
PARTNER shall, at its own expense, take such steps as may be required to satisfy any laws
or requirements with respect to declaring, filing, recording, or otherwise rendering this
Agreement valid within any jurisdiction into which the Products are delivered pursuant to a
purchase order.

4.9 Cancellation of Orders. PLCS reserves the right to cancel any orders
placed by PARTNER and accepted by PLCS as set forth above, or to refuse or delay
shipment thereof, if PARTNER (i) fails to make any payment as provided herein or under
the terms of payment set forth in any invoice or otherwise agreed to by PLCS and
PARTNER, (ii) fails to meet credit or financial requirements established by PLCS, including
any limitations on allowable credit, or (iii) otherwise fails to comply with the terms and
conditions of this Agreement. PLCS also reserves the right to discontinue the manufacture
or sale of any or all PLCS Products at any time , and to cancel any orders for such
discontinued products without liability of any kind to PARTNER or to any other person. No
such cancellation, refusal or delay will be deemed a termination (unless PLCS so advises
PARTNER) or breach of this Agreement by PLCS

4.10 Return of Advertising and Sales Materials. Upon termination of this

Agreement, PARTNER shall return to PLCS or to any party designated by PLCS, at
Partners sole cost and expense, any advertising and selling literature, samples, demonstration
materials, or other such materials which were provided without cost and which are in the
possession or control of PARTNER.

4.11 Acceleration for Default. PLCS reserves the right, upon written notice to
PARTNER, to declare all sums on open account immediately due and payable in the event
of a breach by PARTNER of any of its obligations to PLCS, including the failure of
PARTNER to comply with credit terms and limitations. Furthermore, PLCS reserves the
right at all time to vary, change or limit the amount or duration of credit to be allowed to
PARTNER, either generally or with respect to any particular order.

4.12 Price Adjustments. If the prices the PLCS Products are sold to PARTNER
have been reduced based on a representation or commitment by PARTNER that it will make
certain quantity purchases from PLCS, and PARTNER fails to make such purchases as
represented or committed, then PLCS may, in its sole discretion, adjust the prices to the

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otherwise appropriate price for the quantity of PLCS Products actually purchased, and
PARTNER will pay PLCS such price difference upon receipt of an invoice from PLCS for
such amounts.

4.13. Attornetys’ Fees/Interest. In the event that it becomes necessary for PLCS
to institute proceedings to collect sums owed by PARTNER for PLCS products purchased
hereunder, PARTNER shall be responsible for reasonable attorney’s fees and other costs
incurred by PLCS in connection with such proceedings. Interest shall accrue on any
delinquent amounts owed by PARTNER for PLCS Products at the maximum rate permitted
under applicable law.

5. TERM AND TERMINATION.

5.1 Term. This Agreement shall become effective upon the date given above
and shall continue for a period of one (1) year, unless terminated earlier as set forth below.
Upon the expiration of the initial or any subsequent term, this Agreement may be renewed
for additional one-year periods upon the written consent of both PLCS and PARTNER,
subject to the terms and conditions of this Agreement and any amendments thereto.

5.2 Termination without Cause. Either party hereto may terminate this
Agreement without cause at any time by providing sixty (60) days written notice of
termination to the other party.

5.3 Terminations for Cause. PLCS may terminate this Agreement

immediately by written notice to PARTNER in the event of (a) the failure of the PARTNER
to fulfill or perform any of its duties relating to financial obligations and any of its duties or
responsibilities regarding use of PLCS trademarks or trade names, or any attempt to bind
PLCS in any way not expressly allowed by this Agreement; (b) failure by the PARTNER to
pay any amounts owed to PLCS within thirty (30) days of the due date thereof; (c) any
assignment or attempted assignment by the PARTNER of any interest in this Agreement
without PLCS’s prior written consent; (d) a receiver is appointed for PARTNER or its
property, PARTNER makes an assignment or attempted assignment for the benefit of its
creditors, any proceedings are commenced by, for or against PARTNER under any
bankruptcy, insolvency or debtor’s relief law, or PARTNER is liquidated or dissolved, or
otherwise ceases to function in the ordinary course of business; (e) PARTNER is merged,
consolidated, sells all or substantially all of its assets, or implements or suffers any
substantial change in management or control in the sole discretion of PLCS; (f)
disagreements between or among the persons responsible for the management or ownership
of the PARTNER which will adversely reflect on the goodwill or reputation of PLCS or its
products, in PLCS sole discretion; (h) submission by the PARTNER to PLCS of any false or
fraudulent reports or other statements including any false or fraudulent claims for refunds or
credits or any other types of reimbursements; and (i) except as otherwise expressly provided
in this Agreement, the breach of any other term of condition hereof, seven (7) days after
written notice thereof from PLCS to PARTNER.

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 5.4 Obligations at Termination. Upon termination of this Agreement the
PARTNER shall no longer be an authorized PARTNER for PLCS or its Products.The
PARTNER further agrees

(a) Neither party shall be liable to the other because of any termination of this
Agreement, including compensation, reimbursement, damages due to any loss of prospective
profits, anticipated sales, expenditures, investment leases, commitments in connection with
the business or goodwill of PLCS or PARTNER, or for any other reason whatsoever arising
out of such termination.

(b) The PARTNER shall promptly pay all amounts owing to PLCS, including
any amounts that might have become due at a future date because of deferred payment of
credit.

(c) All unshipped orders shall be cancelled without liability of either party to the
other.

(d) PARTNER shall immediately tender to PLCS all outstanding purchase

orders for Products, which tender PLCS may accept or reject in its sole discretion.

(f) PARTNER will remove and discontinue the use of any sign or other
designation containing any of PLCS trademarks or trade names. Should such trademarks or
trade names by printed on any of the Partners letterhead or other written documents, the
written documents shall promptly be reprinted so al so remove any such trademarks or trade
names of PLCS.

(e) PARTNER shall return to PLCS all material containing any Confidential
Information relating to PLCS business or Products.

6. INDEMNIFICATION.

6.1 PLCS shall indemnify PARTNER against any claim that any Product as
delivered by PLCS directly infringed any third parties’ patent, copyright, or trade secret
under the laws of the India or any state of the India, If an infringement claim is asserted, or
it PLCS believes one is likely, PLCS shall have the right, but not the obligation: (i) to
procure a license from the person claiming or likely to claim infringement; (ii) to modify the
Product as appropriate to avoid the claim of infringement, as long as such modification does
not materially impair the operation thereof, (iii) to accept the return of the Product subject to
or likely to be subject to the claim, and to refund to PARTNER the price paid for it, less a
reasonable amount for any depreciation; or (iv) to assume the defense of any proceeding
with counsel of its choice, provided that PLCS will pay the costs thereof, and provided
further that PARTNER will cooperate fully with PLCS in connection with such proceedings.
THE FOREGOING STATES PLCS EXCLUSIVE OBLIGATION WITH RESPECT TO
CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND.

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 6.2 PARTNER shall indemnify and hold PLCS harmless from and against any
and all claims, damages, and liability whatsoever asserted by any person or entity, resulting
directly or indirectly from (I) any breach of the Agreement by PARTNER or any of its
employees or agents; (ii) any claim that a Product sold by PARTNER infringes any third
party’s rights as used in combination with any other goods not supplied by PLCS; and (iii)
the negligence of the PARTNER or its agents, employees, or representatives in the
installation, use, sale or servicing any of the Products. Such indemnification shall include
the payment of al reasonable attorneys’ fees and other cost incurred by PLCS in defending
any such claims.

7. WARRANTY; LIABILITY LIMITATION; INDEMNIFICATION.

7.1 In the event the Products sold by PLCS to the PARTNER are defective in
any way, PLCS agrees to help the Partner to set up a Return with the Principal Company
although the One side Shipping cost needs to be Bourne by the Partner from there office to
the Principal Company’s Technical Support centre. The product warranty will be for a
period of One (1) years after PARTNER purchase date, to, at its sole option (i) provide an
appropriate adjustment in the sales price, (ii) repair any defective products, or (iii) replace
any defective Product. Prior to the return of any product claimed to be defective,
PARTNER shall first contact PLCS to obtain a return authorization number. Only returns
of Products accompanied by such a return authorization number shall be accepted for return.

EXCEPT AS EXPRESSLY PROVIDED ABOVE, PLCS MAKES NO OTHER

WARRANTIES AND DISCLAIMS ALL WARRANTIES WITH REGARD TO THE
PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.

7.2 IN NO EVENT, WHETHER BASED IN CONTRACT OR TORT

(INCLUDING NEGLIGENCE) SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR
PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE OR PROFITS,
LOSS OF DATA, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS OR COSTS
ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE, PERFORMANCE,
FAILURE OR DEFECTIVE NATURE OF THE PRODUCTS PURCHASED AND
PROVIDED PURSUANT TO THIS AGREEMENT.

7.3 No action, regardless of form, arising out of or relating to this Agreement,

may be brought by PARTNER more than one (1) year after the cause of action has accrued.

7.4 PLCS reserves the right to change the warranty and service policy set forth in
its limited warranty for Products at any time without further notice and without liability to
PARTNER or to any other person.

7.5 PLCS liability to any person whatsoever arising out of or in connection with
any sale or use of any of the Products provided to PARTNER and/or its PARTNERs and/or

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 retail customers hereunder, whether such liability arises from any claim based upon any
contract, warranty, tort or otherwise, shall in no case exceed the actual amount paid to PLCS
for Products delivered pursuant to this Agreement.

8. TRADEMARKS AND TRADENAMES. Except as expressly provided herein,

PARTNER will not use or permit the use of any of PLCS trademarks or trade names in its business
activities, including, but not limited to, as part of its firm, corporate or business name. PLCS hereby
grants to PARTNER a non-exclusive license to use PLCS trademarks and trade names.
9. NONDISCLOSURE. Both parties hereby agree and acknowledge that in the
course of the performance of this Agreement, both parties may receive or otherwise acquire
information which is confidential and proprietary to either party, including, but not limited to,
product specifications, suppliers, company finances and financial results, plans, manuals, strategies,
marketing methods, and customers. Both parties hereby acknowledge that such information is the
proprietary property of each of the parties to which such information belongs and agree that such
information shall not be disclosed or used at any time, either during or subsequent to this
Agreement, except as such disclosure or use may be required in connection with the performance of
duties under the terms of this Agreement. This covenant shall survive the termination of this
Agreement.

10. FORCE MAJEURE. Any delay in or failure of performance by either party under
this Agreement (other than payment obligations) shall not be considered a breach of this Agreement
and shall be excused if and to the extent it is caused by any occurrence beyond the reasonable
control of the party affected, including, but not limited to: acts of God or the public enemy; fire;
flood; embargoes; governmental restrictions; strikes or labor difficulties; riots; acts of terrorism;
wars or other military action; civil disorders; shortages of labor, fuel, power, materials, supplies or
transportation; or delays or interruptions in the production and delivery of the Products from the
manufacturer(s) or other delays or interruptions caused by third parties outside the control of the
parties. The affected party shall use reasonable commercial efforts to mitigate or eliminate the cause
of such delay or its effects. The affected party shall notify the other in writing promptly of any
failure or delay in, and the effect on, its performance under this Agreement.

11. INDEPENDENT STATUS. This Agreement shall in no way be construed as

creating a Partnership, joint venture, or other joint interest between PLCS and PARTNER, nor is it
intended to appoint PARTNER as a legal representative or an employee of PLCS. Except as
expressly provided herein, PARTNER has no right or authority to act for or on behalf of PLCS or to
assume or to create any obligation or responsibility, express or implied, on behalf of or in the name
of PLCS, or to bind PLCS in any manner whatsoever without the express written approval of PLCS.
PARTNER agrees that it shall buy the Products and sell them to its PARTNERs and/or retail
customers in its own name and on and for its own account.

12. NOTICE. All notices given pursuant to this Agreement shall be in writing and
addressed as set forth below. Addresses may be modified at any time by written notification to the
other party. Any such notice or other communication shall be deemed given and effective when
delivered personally, or by fax, or three (3) days after the postmark date if mailed by certified or
registered mail, postage prepaid, return receipt requested.

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If to Peoplelink Corporate Solutions Pvt. Ltd If to PARTNER
20-2-203,BMR COMPLEX -------------------------------------------------------------
MIYAPUR
HYDERABAD-500049 ------------------------------------------------------------
ANDHRA PRADESH
INDIA ------------------------------------------------------------

13. ADMINISTRATIVE PROVISIONS.

13.1 Amendments. The provisions of this Agreement may not be amended,

altered, or waived, in whole or in part, except by the written consent of both parties.

13.2 Assignment; Successors and Assigns. It is hereby agreed that this

Agreement is personal to PARTNER and that PARTNER shall not assign, sell, license, or
otherwise transfer to any person or entity, any of the obligations, responsibilities, rights,
privileges, and interests which are set forth and established by this Agreement without
obtaining the prior written consent of PLCS. In the event of a permitted assignment
hereunder, this Agreement shall be binding on, and shall endure to the benefit of, the parties
to it and their respective successors, and assigns.

13.3 Waiver. The failure of either party at any time to require performance by
the other party of any provision hereof, shall in no way affect the full right to require such
performance at any time thereafter. Nor shall the waiver by either party of a breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of such provision
or as a waiver of such provision itself.

13.4 Governing Law; Arbitration. This Agreement shall be governed by and

construed in accordance with the laws of the Hyderabad Jurisdiction. Should the parties
hereto be unable to amicably resolve between themselves any disagreements relating to or
arising from any one or more of the provisions of this Agreement, neither party shall seek
redress against the other in any country or tribunal in any part of the world, but instead both
parties shall submit such disagreement to binding arbitration. All arbitration proceedings
shall be brought in Hyderabad under the rules and auspices of the Indian Laws, and the
ruling language shall be English. Neither party shall have the right to further appeal or
redress in any other court or tribunal except solely for the purpose of obtaining execution
and collection of the judgment rendered by such arbitration. The prevailing party shall be
entitled to all costs incurred in obtaining such award, including reasonable attorney fees,
together with all costs incurred in the collection process including attorney fees relating
thereto.

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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives.

PLCS ___________________________________________________

By: Peoplelink Corporate Solutions Pvt. Ltd By: _______________________________

Print Name: Damanjeet Kaur Print Name: _______________________

Title: Director-Operations Title: ______________________________

Date: _____________________________ Date: _____________________________

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