US Reseller Agreement


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	Reseller Contract

U.S. RESELLER AGREEMENT

This agreement is made by and between Emerging Medical Technologies, LLC, a Nevada limited liability company (hereafter referred to as "Emerging Medical Technologies, LLC") of Reno, NV and the undersigned Reseller(hereafter referred to as "Reseller").

1. APPOINTMENT AND ACCEPTANCE
Subject to the terms and conditions of this Agreement, Emerging Medical Technologies, LLC appoints the Reseller as a non-exclusive authorized Reseller of the Emerging Medical Technologies, LLC software & services listed on the Emerging Medical Technologies, LLC public website located at www.emergingmedical.com (hereafter referred to as "Products"). Reseller hereby accepts such appointment and agrees that all orders for the Products placed by the Reseller with Emerging Medical Technologies, LLC and the relationship of the parties generally shall be subject to the terms and conditions of this Agreement.

2. RELATIONSHIP OF PARTIES
The parties shall be deemed to be solely independent contractors and this Agreement shall not be construed to create any partnership, franchise, joint venture or agency.

3. PROTECTION OF PROPRIETARY RIGHTS
A. Reseller acknowledges that pursuant to this Agreement it acquires only the right to obtain the Products from Emerging Medical Technologies, LLC and to further provide such Products to End-Users and that no right, title or interest in or to any copyrights, trademarks or other proprietary rights relating to the Products are transferred or licensed from Emerging Medical Technologies, LLC to Reseller. B. Reseller shall not remove, alter or cover any copyright notice, trademark or other proprietary rights notice placed by Emerging Medical Technologies, LLC on the Products or any portion thereof. C. Reseller shall not, without the prior written consent of Emerging Medical Technologies, LLC, make copies of the user manuals or the Products' software disks; make alterations in the Products; grant sublicense, leases or other rights in the Products except for licenses in the ordinary course of business as authorized by this Agreement; make verbal or media translation of the user manuals; make modifications of the Products for incompatible hardware; or make telecommunications data transmissions of the Products. D. Reseller understands and agrees that Emerging Medical Technologies, LLC reserves the right to market to end-users from time to time, and to market to such end-users other Emerging Medical Technologies, LLC products or services. Emerging Medical Technologies, LLC will use its best efforts in making its product line known to the industry.

4. PRICE, TERMS AND SHIPMENT: CREDIT
The prices, discounts, and terms governing payment, credit, and shipment under this Agreement shall be those which Emerging Medical Technologies, LLC shall publish to its Resellers generally from time to time and as published shall be deemed incorporated herein by reference. Emerging Medical Technologies, LLC's Reseller prices are subject to change at any time. Emerging Medical Technologies, LLC will use its best efforts notify reseller 30 days before any such price change. Reseller may exercise its right below to terminate if the changes in price or other terms are unacceptable to Reseller. Reseller shall pay for all Products in advance or C.O.D. unless otherwise agreed by Emerging Medical Technologies, LLC.
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5. Reseller OBLIGATIONS
Reseller shall at all times during the term of this Agreement devote its best efforts to the promotion and sale of the Products consistent with good business ethics and in a manner that will reflect favorably on the Products and on the goodwill and reputation of Emerging Medical Technologies, LLC. Reseller shall register each end-user with Emerging Medical Technologies, LLC, providing Emerging Medical Technologies, LLC with each end-user's name and address information. Reseller shall call its customers attention to the Product license agreement and shall use its best efforts to secure end-user compliance.

6. WARRANTY TO END-USER ONLY
Emerging Medical Technologies, LLC makes a limited Product warranty to End-Users only and no warranty whatsoever to Reseller. Emerging Medical Technologies, LLC DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Emerging Medical Technologies, LLC SHALL HAVE NO LIABILITY FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY CLAIMS BY Reseller FOR LOST PROFITS.

7. TERM AND TERMINATION
This Agreement shall become effective on the date Emerging Medical Technologies, LLC executes the Agreement. The mere execution and transmittal of this Agreement by Reseller to Emerging Medical Technologies, LLC does not constitute Acceptance by Emerging Medical Technologies, LLC, nor does receipt by Reseller of Products from Emerging Medical Technologies, LLC prior to Reseller's receipt of a copy of this Agreement. Only a signed copy of this Agreement shall constitute legitimate Acceptance by Emerging Medical Technologies, LLC of this Agreement. This Agreement shall continue for a term of twelve (12) months. At the expiration of such term, this Agreement will continue to be effective until such time as either party terminates this Agreement pursuant to this Section. Either party may terminate this Agreement with or without cause at any time prior to expiration of the original or extended term upon not less than thirty (30) days prior written notice to the other party. Emerging Medical Technologies, LLC may terminate this Agreement immediately upon written notice in the event of any violation of Sections 3, 5 or 10 by Reseller. Upon termination, Reseller shall, if requested by Emerging Medical Technologies, LLC, immediately return all unlicensed and/or unopened inventory of Products to Emerging Medical Technologies, LLC. Emerging Medical Technologies, LLC shall repay Reseller's direct costs of obtaining such returned Products from Emerging Medical Technologies, LLC within (60) days. Receipt by Reseller of Products subsequent to termination or subsequent to the expiration of any applicable period for giving notice of termination, does not constitute a renewal or extension of this Agreement.

8. SALES LEADS
Emerging Medical Technologies, LLC makes no warranty regarding the quantity or quality of available sales leads. In providing sales leads to Reseller, Emerging Medical Technologies, LLC reserves the right to use discretion based on Reseller's demonstrated sales performance and customer satisfaction.

9. PAYMENT
Reseller agrees to pay any fee(s) specified by Emerging Medical Technologies, LLC for the right to become a Reseller. Reseller agrees that this fee is nonrefundable.

10. LICENSE TO END-USERS
Reseller has represented and Emerging Medical Technologies, LLC has relied on the representation that Reseller is engaged in the marketing of the Products only at the functional level of a Reseller providing computer products to end-Users in the United States of America THROUGH DIRECT CONTACT BETWEEN Reseller's CUSTOMERS AND Reseller's PERSONNEL for uses permitted in the Products' End-User license agreements. Prohibited activity under this Section includes, but is not limited to, (1) rental or leasing of the Products, (2) distribution of the Products to anyone other than END-Users, (3) distribution of the Products outside of the United States of America, and (4) placing demonstration programs on bulletin boards or online services.

11. Reseller INDEMNIFICATION
Reseller agrees to indemnify and hold Emerging Medical Technologies, LLC harmless from any and all claims, damages and liabilities resulting from statements, actions, or omission of Reseller, its employees or agents; or breach of this Agreement by Reseller. Such indemnification shall include all reasonable legal fees and other costs incurred by Emerging Medical Technologies, LLC in defending such claims.

12. INTERNET MARKETING
A. Reseller shall not advertise a discounted price on less than Emerging Medical Technologies, LLC's published price on a given product without the express written permission by Emerging Medical Technologies, LLC. B. If Reseller's website includes marketing information about Emerging Medical Technologies, LLC, Reseller shall clearly state that it is not the official Emerging Medical Technologies, LLC website and that Reseller is an independent agent.

13. AMENDMENT AND NON-WAIVER
This Agreement contains the full understanding of the parties with respect to the subject matter hereof, and no waiver, alteration or modification of any of the provisions hereof, except for new prices, discounts and payment terms, shall be binding unless in writing and signed by authorized representatives of both parties. No course of conduct, action, or inaction on Emerging Medical Technologies, LLC part shall be deemed to be a waiver of any of Emerging Medical Technologies, LLC rights under this Agreement.

14. CHOICE OF LAW AND VENUE
Nevada law shall govern this Agreement and any disputes between the parties, and the parties agree that any litigation between the parties shall take place before Nevada courts, and the parties agree that they are subject to personal jurisdiction in Nevada.

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Emerging Medical Technologies, LLC 315 S. Main Street Muskogee, OK 74401 Toll Free: (866) 297-4868 Phone: (918) 684-4030 Fax: (918) 684-4031