RT SOFTWARE LIMITED

NON-EXCLUSIVE VAR AGREEMENT

DATE: 20[ ]

PARTIES:

(1) RT SOFTWARE LIMITED, a company registered in England under company

number 5021140, whose registered office is at 122 Castle Street, Reading,
Berkshire, RG1 7RJ, fax number +441189500379 (RTSW) and

(2) [INSERT FULL CORPORATE TITLE], a company registered in or formed

under the laws of [insert country], under number [insert number], whose
registered office or principal place of business is at [insert address of registered
office (if in UK) or principal place of business (overseas)], (fax number [???])
(the Reseller)

1. Definitions

1.1 In this Agreement the following expressions have the meaning set opposite:

this Agreement this document, including its Schedule,

as amended from time to time in
accordance with Clause 18.1;

the Charges the price payable per licence of the

Software and the other charges and
fees set out in the Schedule;

a Clause a clause in this Agreement;

the Commencement Date the Commencement Date set out in the

Schedule;

Consultancy Services advice and assistance from RTSW in

connection with the Software or in
connection with the Reseller’s provision
of Professional Services, or both;

Control the power, directly or indirectly, to

direct or cause the direction of the
management of an undertaking,
regardless of whether through the
ownership of shares, by contract, or in
any other way and ‘Controls’ and
‘Controlled’ are to be interpreted
accordingly;
a Current Licence Agreement an End User Licence that has not
expired or been terminated;

a Demonstration Copy a copy of the Software supplied by

RTSW solely to the Reseller for the
purpose of demonstrating the Software
to potential End Users;
a Dongle a software licence key or other device
that allows the Software to be used;

Standard Non-Exclusive VAR Agreement (Dec 2010)

 an End User Licence RTSW's standard form of end user
licence agreement for the Software
from time to time (a copy of which is
available from RTSW);

an End User a third party who has been permitted

under an End User Licence to use the
Software for its own internal purposes
(as opposed to reselling, distributing or
supplying the Software);

the Equipment servers, client workstations, PCs

communications and other systems
that comply with the minimum
requirements recommended by RTSW
from time to time;
an Error a failure of the Software, when
properly used on the Equipment, to
function substantially in accordance
with the User Documentation as the
result of an error in the coding of the
Software;
an Error Correction a modification, Update, patch or fix to
the Software or avoidance or remedial
advice provided by RTSW for the
purpose of correcting or avoiding the
recurrence of an Error;
First-Line Support the support to be provided by the
Reseller to End Users who have a
Current Licence Agreement, as
described in the Schedule;
Intellectual Property Rights any patent, copyright, trade mark,
trade name, service mark, registered
design, design right (registered and
unregistered), know-how, right of
confidence, trade secret, right to
extract or exploit data, database
rights, any similar rights protected in
any jurisdiction, whether now existing
or coming into existence at some
future date, any application for any of
the above, and any accrued rights of
action in respect of any of the above;

the Marketing Materials any promotional materials, product

datasheets, advertising and press
releases that RTSW may supply to the
Reseller from time to time;

the Minimum Period the Minimum Period set out in the

Schedule;

Moral Rights all rights under Chapter IV of the

Standard Non-Exclusive VAR Agreement (Dec 2010)

 Copyright, Design and Patents Act
1988 and all other moral or author’s
rights existing in any jurisdiction;

the Payment Terms the payment terms set out in the

Schedule;

the Price List RTSW’s price list for the Software and
services current from time to time;
Professional Services the installation of the Software, and
training in the use of the Software;
the Schedule the schedule to this Agreement;

the Service Levels the service levels set out in the

Schedule;

Service Hours 9am to 6pm (London time) on Working

Days;
the Software the software (in object code) listed in
the Schedule and any Error Corrections
and Updates issued by RTSW to the
Reseller from time to time;

the Support Services the support services to be provided by

RTSW for the Software as set out in
the Schedule;

the Technical Documentation any technical documentation and

specifications (in hard copy or
electronic form) relating to the
Software that RTSW may provide to
the Reseller from time to time;

the Territory the geographic area specified in the

Schedule;
the Trade Marks the trade marks, names and logos of
RTSW, whether used individually or
collectively, and whether registered
or unregistered, listed in the
Schedule, and all other trade marks
that RTSW uses in connection with
the Software from time to time;
an Update any updated or modified version of
the Software, but not any new version
of the Software that contains
additional functionality;

the User Documentation any operating manuals and other

literature (in hard copy or electronic
form) that RTSW may provide to the
Reseller from time to time relating to
the Software for use by End Users in
conjunction with the Software;

Standard Non-Exclusive VAR Agreement (Dec 2010)

 a Working Day a day (except a Saturday or Sunday)
on which clearing banks in the City of
London are open for business; and
a Year of this Agreement 12 months beginning on the
Commencement Date or on any
anniversary of that date.

1.2 Any reference in this Agreement to a statute or regulation is to be

construed as a reference to that statute or regulation as amended or re-
enacted from time to time.

1.3 The Interpretation Act 1978 applies to this Agreement as if this Agreement
were an enactment.

1.5 The headings in this Agreement are for ease of reference only; they do not
affect its interpretation or construction.

2. The Reseller’s Rights

2.1 RTSW appoints the Reseller, and the Reseller accepts the appointment, as a
non-exclusive reseller of the Software in the Territory. RTSW may itself
market, distribute and license the Software and may provide support and
maintenance services, consultancy and other services to users of the Software
in the Territory, and may appoint one or more third parties to market,
distribute and license and provide such services, or to act as RTSW’s agent for
the marketing, distribution and licensing of, the Software and the provision of
such services in the Territory.

2.2 The Reseller warrants to RTSW that the Reseller has, and throughout the term
of this Agreement will have, the ability and experience to carry out its
obligations under this Agreement, and that by virtue of entering into this
Agreement and performing it, the Reseller is not, and will not be, in breach of
any express or implied obligation to any third party.

2.3 The Reseller may not appoint any reseller, agent, dealer of distributor for the
Software and may not sub-contract to any person the provision of First-Line
Support and Professional Services to End Users or any of the Reseller’s
obligations under this Agreement.

3. Duration
3.1 [This Agreement will continue for the Minimum Period and terminate at the
end of the Minimum Period unless it is terminated earlier under Clause
11.]1
OR [This Agreement will continue in force for the Minimum Period. After the
end of the Minimum Period it will continue automatically until it is
terminated on the expiry of not less than 3 months’ written notice given by
either party to the other (that notice to expire [at any time]OR[on an
anniversary of the Commencement Date]), or until this Agreement is
terminated earlier under Clause 11.]2
OR [This Agreement will continue indefinitely until it is terminated on the
expiry of not less than 3 months’ written notice given by either party to
the other (that notice to expire [at any time]OR[on an anniversary of the
1
Use if the Agreement is for a fixed duration.
2
Use if the Agreement rolls on after a minimum fixed term.

Standard Non-Exclusive VAR Agreement (Dec 2010)

 Commencement Date]), or until this Agreement is terminated earlier under
Clause 11.]3
3.2 RTSW may discontinue developing, producing, licensing, or distributing all
or any of the Software and/or any services in relation to the Software, and
may modify, update and issue new releases and new versions of the
Software and Error Corrections, at its discretion, at any time.

4. Supply and Payment

4.1 The Software is a dongle protected run time package. The Reseller will order
licences of the Software from RTSW by means of ordering a Dongle for each
copy of the Software for which the Reseller has an order from an End User in
the Territory.

4.2 Each order will be an offer to buy the number of licences of the Software on
that order. A contract for the sale of the right to grant those licences of the
Software to End Users will come into existence only when RTSW notifies the
Reseller in writing that RTSW accepts the Reseller’s order. RTSW reserves the
right not to accept any order, as it sees fit, without giving any reason.

4.3 Orders placed by the Reseller purporting to include any terms or conditions
except those contained in this Agreement, or to vary the terms of this
Agreement, will not be valid unless those other terms and conditions are
expressly accepted by RTSW in writing.

4.4 The price payable by the Reseller to RTSW for each licence of the Software will
be that in the Price List when RTSW accepts the Reseller’s order, less any
discount calculated in accordance with the Schedule.

4.5 The Charges are exclusive of Value Added Tax and all other taxes and
duties. The Reseller will pay Value Added Tax in accordance with United
Kingdom legislation in force at the tax point and all other taxes and duties
payable in connection with the supply of the Software and any Dongle to the
Reseller and its export and import into any territory. The Reseller will also
pay the cost of shipping and insurance. If RTSW incurs any costs or expense
on the Reseller's behalf in respect of handling, packaging, carriage, insurance
or other matters relating to the supply or delivery of the Software or any
Dongle, those costs and expenses will be payable by the Reseller in accordance
on demand in accordance with the Payment Terms.

4.6 The Reseller is free to set its own prices for End Users of the Software and for
services supplied by the Reseller to End Users (but the Reseller acknowledges
that RTSW or RTSW’s other resellers, agents, dealers and distributors may
supply the Software and/or such services in the Territory at a price that may
be more or less than the price charged by the Reseller).

4.7 The Reseller will pay RTSW the Charges in accordance with the Payment
Terms. The Charges for each licence of the Software will be payable as soon as
RTSW accepts the Manufacturer’s order for a licence of the Software. Other
Charges will be payable as set out in the Schedule.

4.8 Any delivery dates are approximate only and RTSW will not be liable if any
delivery date is not met.

3
Use if there is no minimum duration and the Agreement just continues on until terminated.

Standard Non-Exclusive VAR Agreement (Dec 2010)

4.9 RTSW may make partial deliveries of copies of the Dongles and may invoice
the Reseller even though the whole of an order has not been delivered. RTSW
will not be liable for any shortfalls in delivery unless the Reseller notifies them
to RTSW within 7 days after delivery.

4.10 If the Reseller fails to make full payment of any amount to RTSW when due,
without prejudice to any other right or remedy available to RTSW:

4.10.1 RTSW may withhold, suspend or delay delivery of all or any of: the
Dongle under all or any orders, the supply of Updates and Error
Corrections to the Reseller; or the supply of any services;

4.10.2 the entire balance outstanding under all invoices from RTSW to the
Reseller will become immediately due and payable to RTSW without
further demand; and

4.10.3 the Reseller will pay interest on any overdue sum and the costs of
recovery in accordance with the Late Payment of Commercial Debts
(Interest) Act 1998.

4.11 The Reseller may not withhold any payment to RTSW by reason of any claim
against RTSW, nor claim any right of set off.

4.12 Risk in the Dongles will pass to the Reseller when they leave RTSW’s premises.
Title to the Dongles will pass to the Reseller when the Reseller has paid in full
for that Dongle. If the Reseller obtains possession of a Dongle before it has
paid in full for that copy, the Reseller will: keep it separate from any other
goods and products and clearly identified as the property of RTSW; take proper
care of it, storing it in accordance with any requirements made known to the
Reseller by RTSW; not sell or part with possession of it except for supplying it
to an End User in accordance with this Agreement; and not create any
mortgage, lien or any other charge over it.

4.13 The Reseller’s failure to pay the full amount in respect of any Dongle or licence
when due will give RTSW the right (without prejudice to any other rights or
remedies it may have) to repossess that copy of the Dongle (and to enter the
Reseller's premises for that purpose if necessary, with or without notice).

4.14 Except as provided for in Clause 9, all Dongles and copies of the Software
supplied to, or downloaded by, the Reseller are for supply to End Users.

5. The Reseller's Obligations

During the term of this Agreement, and in the case of Clause 5.7 and Clause 5.8, until
the expiry of the period specified in that Clause after the termination of this
Agreement, the Reseller will at all times observe and perform the terms and
conditions of this Agreement and, in particular, the Reseller will:

5.1 use its best endeavours to promote and market the Software and to make the
maximum sales of copies of the Software throughout the Territory;
5.2 ensure that its employees are adequately trained and have sufficient
expertise to be able to demonstrate and market the Software to potential
End Users throughout the Territory;

Standard Non-Exclusive VAR Agreement (Dec 2010)

5.3 act with reasonable skill and care, diligently, ethically, in good faith and in
the best interests of RTSW in connection with the promotion, marketing,
licensing and support of the Software, the provision of First-Line Support
and Professional Services to End Users, and cultivating and maintaining
good relations with End Users and prospective End Users;

5.4 promptly inform RTSW of any facts or opinions of which the Reseller becomes
aware and which are likely to be relevant in relation to the commercial
exploitation of the Software, whether advantageous or disadvantageous to the
interests of RTSW;

5.5 conduct its business in a manner that will reflect favourably on the Software
and on the good name and reputation of RTSW;

5.6 not by itself, or with others, participate in any illegal, deceptive, misleading or
unethical practices, including, but not limited to, disparagement of the
Software or RTSW, or engage in other practices which may be detrimental to
the Software or RTSW;

5.7 (whether alone or jointly, and whether directly or indirectly), not be concerned
or interested in the development, marketing, distribution, licensing, promotion
or sale of any software or service that is similar to, or competitive with, the
Software, or which performs the same, or similar, functions as the Software,
without RTSW’s prior written consent, before the expiry of 6 months after the
termination of this Agreement;

5.8 (whether alone or jointly, and whether directly or indirectly), not solicit
business from any End User or any person to whom the Reseller had, before
the termination of this Agreement, attempted to license a copy of the
Software, with a view to the licensing or sale of any software that is similar to,
or competitive with, the Software, or which performs the same, or similar,
functions as the Software, without RTSW’s prior written consent, before the
expiry of 6 months after the termination of this Agreement;

5.9 provide First-Line Support to End Users in the Territory who have a Current
Licence and employ a sufficient number of staff who are capable of providing
First-Line Support to End Users, so that high quality First-Line Support is
provided to End Users who have a Current Licence and that support complies
with any commitment made by the Reseller to End Users and at least meets
the Service Levels;
5.10 perform its obligations under this Agreement in accordance with all
reasonable directions that RTSW may give from time to time particularly,
but without limitation, in connection with Error Corrections and Updates;
5.11 maintain complete and accurate records of all Errors reported by any End
User and of each complaint relating to the Software, including response
times and remedial actions taken by the Reseller, and make those records
available and supply copies of them to RTSW quarterly and more
frequently on request by RTSW;
5.12 inform RTSW promptly of:
5.12.1 all Errors reported by any End User and of each complaint relating
to the Software, and of all complaints and all after-“sales” enquiries
about the Software received by the Reseller and of each complaint
relating to the Software; and
5.12.2 all matters that come to the Reseller’s notice and that are likely to

Standard Non-Exclusive VAR Agreement (Dec 2010)

 be relevant in relation to the manufacture, licensing, use or
development of the Software.

5.13 keep accurate records of its performance against the Service Levels and report
that performance to RTSW promptly when requested to do so from time to
time;
5.14 employ a sufficient number of suitably skilled and qualified administrative,
technical and support personnel to enable the Reseller to perform its
obligations under this Agreement to RTSW’s reasonable satisfaction;
5.15 starting on the Commencement Date, provide RTSW with:
5.15.1 written quarterly rolling forecasts for the supply of the Software
during the next 12 months showing estimated volumes by number
of End User Licences and by value, estimated probability of future
business, anticipated delivery dates and actual performance
achievements against forecasts on a cumulative basis during each
Year of this Agreement; and
5.15.2 an annual business and marketing plan and quarterly reviews of that
plan for approval. The Reseller will amend that plan at RTSW’s
request and will market the Software in accordance with the plan as
reviewed and approved by RTSW from time to time;

5.16 not make any promises or representations, or give any warranties, guarantees
or indemnities in respect of the Software except those contained in the End
User Licence, or as otherwise expressly authorised by RTSW in writing.
Further, the Reseller will not supply a copy of the Software to anyone if the
Reseller knows that the Software does not meet that person's requirements;

5.17 not make any reference to RTSW or to the Software in any literature,
advertising or promotional material or any other publication (including the
Reseller’s website) without first obtaining RTSW’s written approval of the
form and context of the reference;

5.18 pay its own promotion, advertising, sales and marketing costs;

5.19 provide any and all training required by End Users in the Territory in respect of
the Software;

5.20 use the Trade Marks only in the form or style notified to the Reseller in writing
by RTSW from time to time, only in connection with the marketing and
distribution of copies of the Software, and not in connection with any other
products or services or as part of the corporate or any trade name of the
Reseller or anyone else;

5.21 not register or use an internet domain name which includes all or any part of
the Trade Marks, or the name of the Software;

5.22 no alter, obscure, remove, interfere with or add to any of the trade marks,
trade names, markings or notices affixed to, or contained in, the Software;

5.23 procure that each End User agrees to, and is bound by, the End User Licence
and will not, in any way, modify or amend the End User Licence;
5.24 carry out pre-“sales” activities, including qualifying prospective End Users
for the Software, conducting demonstrations and preparing quotations and
proposals for submission to prospective End Users;

Standard Non-Exclusive VAR Agreement (Dec 2010)

5.25 keep RTSW informed about enquiries received by the Reseller from
prospective End Users and keep copies of all proposals or similar
documents issued to prospective End Users and all correspondence with
End Users or potential End Users about the End User Licence for inspection
by RTSW on request;
5.26 keep accurate and up to date records of all licences of the Software
granted by the Reseller, showing (as a minimum) the names of the End
Users, volumes and types of licence, actual delivery dates and the expiry
or termination of each software support agreement and, at the end of each
quarter, report the same to RTSW in writing;

5.27 comply with all local laws and regulations relating to the method of packaging,
labelling, sale and licensing of the Software in the Territory, and the
registration of this Agreement and the registration of any rights granted to
the Reseller under it;

5.28 keep RTSW fully and properly advised of all changes in any laws and
regulations in the Territory that might affect RTSW's business or the licensing
of the Software to End Users in the Territory, and obtain all necessary export
and import licences relating to the export of the Software from the United
Kingdom and their import into the Territory;

5.29 ensure that where, at the Reseller’s request, RTSW gives a specific extra
discount to the Reseller for a specific End User or class of End Users, that End
User or those End Users receive the full amount of that discount;

5.30 not solicit orders for the Software from End Users outside the Territory without
first obtaining RTSW’s written consent;

5.31 clearly indicate to all prospective End Users and to all End Users that the
Reseller is acting on its own account, not as an agent of RTSW and, and has no
authority to agree any change to the End User Licence. If a prospective End
User requests a change to the End User Licence, the Reseller will promptly
forward that request to RTSW. RTSW may, in its sole discretion, agree in
writing to that request or negotiate the terms requested directly with the
prospective End User or notify the Reseller that RTSW is not prepared to
negotiate or agree to any change;

5.32 not provide a copy of the Software to anyone who has not entered into an End
User Licence;

5.33 supply to RTSW on request, a copy of any prospective End User’s purchase
order and/or a copy of the Reseller’s invoice to an End User or prospective End
User;

5.34 submit an order for a licence of the Software and a Dongle to RTSW promptly
following receipt of an order from each prospective End User, and in no event
later than the earlier of 7 days following receipt of that order or the date of the
Reseller’s invoice to that End User;

5.35 when submitting any order for a licence of the Software, inform RTSW of the
full contact details of the End User;

Standard Non-Exclusive VAR Agreement (Dec 2010)

5.36 not duplicate or reproduce any of the Software in any form without first
obtaining the written consent of RTSW. If RTSW agrees to that duplication or
reproduction the Reseller will duplicate and reproduce the Software only in
accordance with the written instructions and guidelines supplied by RTSW to
the Reseller from time to time;

5.37 except as specifically permitted under this Agreement, not modify, amend,
adapt or make any translation of any of the Software or any of the User
Documentation or the Technical Documentation without first obtaining the
written consent of RTSW. If RTSW decides to give that consent it will be
subject to such terms as RTSW may impose at the time;

5.38 permit RTSW and its authorised agents at all reasonable times to enter any of
the Reseller's premises for the purpose of ascertaining that the Reseller is
complying with this Agreement. (The Reseller now irrevocably licenses RTSW,
its employees and agents to enter any of those premises for that purpose.);

5.39 not sell or distribute copies of the Software for use in, or in association with,
safety critical applications such as, without limitation, medical systems,
transport management systems, vehicle and power generation applications;
and

5.40 not incorporate or integrate any of the Software in or with any hardware or
other software.

6. RTSW’s Obligations

RTSW will:

6.1 make available to the Reseller any materials and any information, know-how
and documentation (in each case in the English language) and training as in
each case RTSW considers requisite from time to time to assist the Reseller to
market, distribute, sell and support copies of the Software and to provide
Professional Services and First-Line Support for the Software in accordance
with this Agreement in the Territory;

6.2 provide the Support Services;

6.3 if the Reseller requests a visit by RTSW to the Reseller's offices, any End User’s
premises or elsewhere in the Territory, make reasonable efforts to meet that
request, provided that RTSW may make a charge for the time spent and the
expenses incurred in connection with that visit in accordance with RTSW’s
standard scale of charges in force from time to time. The Reseller will pay
those charges and expenses within 30 days after the date of RTSW’s invoice
for the same; And

6.4 where separately agreed in writing between RTSW and the Reseller, provide
Consultancy Services to the Reseller.

Standard Non-Exclusive VAR Agreement (Dec 2010)

7. Intellectual Property Rights
7.1 RTSW grants to the Reseller a non-exclusive licence to: translate the Marketing
Materials and User Documentation into the local language(s) of the Territory;
to distribute copies of the translated Marketing Materials in the Territory; to
supply copies of the translated User Documentation to End Users in the
Territory; and to incorporate extracts from the User Documentation in
training materials.

7.2 The Reseller will not use or publish any such translation until that translation
has been approved in writing by RTSW. Despite any approval given by RTSW,
the Reseller will withdraw any translation from use and circulation immediately
on receipt of a request from RTSW to do so.

7.3 The Reseller now assigns to RTSW with full title guarantee all Intellectual
Property Rights in the translation of the Marketing Materials and in the User
Documentation made by the Reseller. If the Reseller commissions a third
party to make that translation, the Reseller will either acquire the
Intellectual Property Rights so that it is able to assign them to RTSW or will
procure that the translator and his employer assign all Intellectual Property
Rights in the translation to RTSW with full title guarantee. The Reseller will
also ensure that the translator waives all Moral Rights in relation to the
translation of the Marketing Materials and the User Documentation.

7.4 RTSW grants to the Reseller the non-exclusive right to copy and use the
Technical Documentation solely for use by the Reseller’s staff involved in
providing First-Line Support and Professional Services to End Users, but not
for distribution to any End User or anyone else.

7.5 The Reseller acknowledges that all Intellectual Property Rights in the
Software, in the Marketing Materials, in the Trade Marks, in the User
Documentation and in the Technical Documentation, as between the Reseller
and RTSW, are and will remain RTSW’s property.

7.6 RTSW grants the Reseller the non-exclusive right to use, and the Reseller
will use, the Trade Marks on all literature, advertising, promotional material
and other publications (including the Reseller’s website) used by the Reseller
and which refer to the Software, provided the Reseller:

7.6.1 includes an acknowledgment of the proprietary rights of RTSW;

7.6.2 complies with any guidelines that RTSW issues on the use of the
Trade Marks from time to time; and
7.6.3 complies with Clause 7.7.

7.7 The Reseller will not register any Intellectual Property Rights relating to the
Software or the Trade Marks, and the Reseller will provide RTSW with any
reasonable assistance that RTSW requires in registering any Intellectual
Property Rights in the Territory.

7.8 The Reseller will:

7.8.1 not supply the Software to anyone or allow anyone to access the
Software by means of an on-line service unless that person has
entered into a binding End User Licence;

Standard Non-Exclusive VAR Agreement (Dec 2010)

 7.8.2 not supply or allow access to Error Correction or any Update, nor
provide any First-Line Support or Professional Services to anyone
unless that person has a Current Licence Agreement;

7.8.3 on the expiry of any End User Licence without renewal, use all
reasonable endeavours to ensure that the End User returns the
Software to the Reseller and deletes all copies of it from the End
User’s systems;

7.8.4 on RTSW’s request, terminate any End User Licence where there has
been a material breach or persistent breaches of that End User
Licence by the End User;

7.8.5 not use or copy the Software, the User Documentation, the Technical
Documentation, the Trade Marks or the Marketing Materials except as
permitted in this Clause 7;

7.8.6 report promptly to RTSW any third party claim relating to the
Intellectual Property Rights in the Software or any associated
documentation, or in the Trade Marks that comes to the Reseller’s
attention, and co-operate with RTSW in any enforcement or other
protective action taken by RTSW to protect or defend its Intellectual
Property Rights or any such claim; and

7.8.7 report any breach or suspected breach of any End User Licence by
any End User to RTSW as soon as possible after the Reseller becomes
aware of it, and co-operate with RTSW in any enforcement or other
protective action taken by RTSW to protect or defend its Intellectual
Property Rights.

8. Confidentiality

8.1 The Reseller will keep confidential, and not use for any purpose except
exercising its rights and performing its obligations under this Agreement, the
Technical Documentation and any information relating to the Software, and
any information about RTSW's business, its financial affairs, its
methodologies, strategies, plans, technology or its customers or licensees.
The Reseller will notify RTSW immediately if the Reseller becomes aware of
any unauthorised use of any of that information or of the Software by
anyone.

8.2 The Reseller will not, without first obtaining RTSW's written consent, disclose
any of the materials, documents or information protected by clause 8.1 to
anyone except:

8.2.1 the Reseller’s employees and then only to those who need to know or
to have access to them in order to comply with the Reseller’s
obligations under this Agreement; or

8.2.2 the Reseller’s auditors, HM Inspector of Taxes, HM Customs & Excise

and any other person having a right, duty or obligation to know the
Reseller’s business, but then only in pursuance of that right, duty or
obligation.

8.3 The Reseller will ensure that the people mentioned in Clause 8.2 are made
aware, before the disclosure to them of any of materials, documents or
information protected by Clause 8.1, that it is confidential and that they owe

Standard Non-Exclusive VAR Agreement (Dec 2010)

 a duty of confidence to RTSW. The Reseller will indemnify RTSW against all
loss and damage which RTSW may sustain or incur as a result of the
Reseller or its employees and anyone else who has access to any of the
materials, documents or information protected by Clause 8.1 through the
Reseller, failing to comply with the provisions of this Clause 8.

8.4 The Reseller will immediately notify RTSW if the Reseller becomes aware of
any breach of confidence by anyone to whom the Reseller discloses any of
the materials, documents or information protected by Clause 8.1, and the
Reseller will give RTSW all assistance reasonably required by RTSW in
connection with any action or proceedings which RTSW may institute against
that person for breach of confidence.

8.5 The Reseller will effect and maintain adequate security measures to
safeguard the materials, documents and information protected by Clause 8.1
from access or use by any unauthorised person, will retain them and all
copies of them under the Reseller’s possession and control, will keep a full
and accurate record of the Reseller’s copying of them, and will produce that
record to RTSW from time to time on demand.

8.6 The provisions of Clause 8.1 do not apply to any information which is in or
comes into the public domain unless as a result of a breach of this Clause 8.

9. Demonstration Copies

9.1 RTSW will provide the Reseller, free of charge, with 1 Demonstration Copy.
The Reseller will not resell or supply that copy to any third party. If the
Reseller wishes to acquire additional Demonstration Copies, it may request
these from RTSW and RTSW will, if it considers it reasonably necessary for the
Reseller to have those extra Demonstration Copies, supply them to the
Reseller at the price of £1,000 plus VAT.

9.2 The Reseller may use the Demonstration Copies only to demonstrate the
Software to any bona fide prospective End User.

10. Termination

10.1 Either party may terminate this Agreement immediately on giving notice in
writing to the other if:

10.1.1 the other commits any breach of this Agreement and (in the case of a
breach which is capable of being remedied) it has failed to remedy it,
within 30 days after receiving notice requiring it to remedy the breach;
or

10.1.2 the other has a receiver or administrative receiver appointed over it or

over any part of its undertaking or assets, or it passes a resolution for
winding-up (except for the purpose of a bona fide scheme of solvent
amalgamation or reconstruction), or if a court of competent jurisdiction
makes an order to that effect, or if it becomes subject to an
administration order, or if it enters into any voluntary arrangement with
its creditors, or if any similar process to any of the above is begun in
any jurisdiction, or if it ceases or threatens to cease to carry on
business.

Standard Non-Exclusive VAR Agreement (Dec 2010)

10.2 RTSW may terminate this Agreement with immediate effect by giving notice to
the Reseller at any time after becoming aware that there has been a change of
Control of the Reseller, or that there has been a change of organisation,
methods of control or management of the Reseller which RTSW reasonably
considers will affect, or has affected, the ability of the Reseller to perform its
obligations under this Agreement.

10.3 RTSW may suspend its performance of this Agreement if any of the
circumstances mentioned in Clause 10.1 or 10.2 arises in relation to the
Reseller. That suspension will not prejudice RTSW's right later to terminate
this Agreement, either for the same or for a different reason.

11. Effects Of Termination

11.1 On the termination of this Agreement:

11.1.1 any order placed by the Reseller and accepted by RTSW which has not
been fulfilled at the date of termination will be completed on the same
terms and conditions as if this Agreement were still in force, subject to
payment being received by RTSW of all outstanding monies due to
RTSW and in respect of all unfulfilled orders before delivery is made;

11.1.2 the Reseller may fulfil all orders for the Software received by them
before the date of termination and may honour their legal obligations
to provide First-Line Support and Professional Services to End Users;

11.1.3 subject to Clauses 11.1.1 and 11.1.2, the Reseller’s right to market,
distribute and license the Software will immediately and automatically
terminate;

11.1.4 no End User Licence entered into by an End User before the
termination of this Agreement will be affected;

11.1.5 subject to Clauses 11.1.1 and 11.1.2, the Reseller will immediately
return to RTSW all copies of the Software in the Reseller’s possession
or control, erase all copies of the Software from any computer system
in its possession or control, and will certify to RTSW in writing that
this has been done;

11.1.6 the Reseller will immediately remove from its website all content that
refers to RTSW or the Software;

11.1.7 the Reseller will cease to make any reference to RTSW or the
Software and will cease using the Trade Marks in its promotional
materials and will cease holding itself out as a reseller of RTSW or of
the Software; and

11.1.8 the Reseller will, if required in writing by RTSW, return to RTSW all
Demonstration Copies, User Documentation, Technical Documentation,
Copies of the Software not yet supplied to End Users, all Dongles and
all Marketing Materials and all other literature and other materials
supplied to the Reseller by (or for) RTSW.

11.2 Any termination of this Agreement (however it happens) will not affect any
accrued rights or liabilities of either party, nor will it affect the coming into
force or the continuance in force of any provision of this Agreement which is

Standard Non-Exclusive VAR Agreement (Dec 2010)

 expressly, or by implication, intended to come into or to continue in force on
or after termination.

11.3 Clauses 1, 3.2, 4.5, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 5.7, 5.8, 5.38, 7,
8, 11, 12, 14, 15, 16, 17, and 18 will survive the termination of this
Agreement and continue indefinitely, except for Clauses 5.7 and 5.8 which
will continue for the duration set out in those Clauses.

12. Partnership and Third Parties

12.1 Nothing in this Agreement creates, evidences or implies any partnership or

joint venture between the parties, or the relationship between them of
principal and agent.

12.2 No third party is entitled to the benefit of this Agreement under the
Contracts (Rights of Third Parties) Act 1999 or otherwise.

13. Assignment

The Reseller may not assign, or transfer, or sub-contract this Agreement or

any of its rights or obligations under it, whether in whole or in part, without
first obtaining RTSW's written consent.

14. No Compensation On Termination

The termination of this Agreement by either party in accordance with its terms
will not give the Reseller any right to compensation or damages for loss of
profits or prospective profits, loss of business or potential business or loss of
its appointment. In no circumstances will the Reseller acquire any goodwill in
relation to RTSW’s business, its appointment by RTSW or in respect of the
Software or its distribution or licensing in the Territory, or otherwise under or
in respect of this Agreement.

15. Indemnity

15.1 The Reseller will indemnify and keep RTSW fully and effectively indemnified on
demand from and against any and all losses, claims, damages, costs, charges,
expenses, liabilities, demands, proceedings and actions which RTSW may
suffer or incur, or which may be brought or established against it by any
person, and which in any case arises out of, or in relation to, or by reason of:

15.1.1 any breach by the Reseller or by its employees of the Reseller’s

obligations under this Agreement;

15.1.2 any unauthorised act or omission of the Reseller or its employees;

15.1.3 the manner in which the Reseller markets the Software or any services
related to it;

15.1.4 the supply by the Reseller of any products, software or services for use
in conjunction with, or in relation to, the Software;

15.1.5 (if translated by or for the Reseller) the manner in which the Marketing
Materials or the User Documentation (or both) are translated; and

Standard Non-Exclusive VAR Agreement (Dec 2010)

 15.1.6 any claim made against RTSW by an End User as a result of RTSW
exercising its rights under Clause 4.10.

16. Warranties and Liability

16.1 The Reseller acknowledges that the Software is complex and that the Software
may have certain defects when delivered. The Reseller agrees that RTSW's
sole liability, and the Reseller's sole remedy if there is any bug, fault or error in
any copy of the Software is to accept the return of that copy if rejected by the
End User in accordance with the End User Licence and to refund to the Reseller
the price paid by the Reseller to RTSW for the licence of that copy.

16.2 Without prejudice to Clause 16.1, but subject to Clauses 16.3 and 16.5,
RTSW’s total liability to the Reseller, whether in contract, tort (including
negligence) or otherwise will:

16.2.1 in relation of any claim by an End User in respect of any defect, error,
bug, or deficiency in the Software, not exceed the price paid by the
Reseller to RTSW for the licence for that End User; and

16.2.2 in aggregate, in respect of all claims arising in a Year of this

Agreement, in connection with the Software and RTSW’s performance
or non-performance of this Agreement, whether in contract, or tort
(including negligence) or arising in any other way, not exceed the
total Charges paid by the Reseller to RTSW in that Year of this
Agreement.

16.3 Despite anything else contained in this Agreement (except Clause 16.5),
RTSW will not be liable to the Reseller for any loss of profits, loss of savings,
loss of use, loss of business, loss of opportunity, loss or spoiling of data, loss
of contracts, in any case whether direct or indirect, or for any indirect or
consequential loss, whether arising from negligence, or breach of contract,
or in any other way, even if RTSW had been advised of, or knew of, the
likelihood of that loss or type of loss arising.

16.4 Because of the uncertainty of future events and circumstances RTSW does
not guarantee that its forecasts, projections, advice, recommendations or
the contents of any report, presentation or other document will be
achievable, and the Reseller acknowledges that RTSW gives the same to
address specific circumstances at the time. All information which RTSW
supplies is supplied in good faith, but the accuracy and completeness of any
information obtained from, or based on, information obtained from the
Reseller or any End User or any third party is not warranted by RTSW. It is
not within the scope of RTSW’s obligations to enquire as to, or to verify, the
accuracy or completeness of that information.

16.4 The Reseller acknowledges that the limitations of and exclusions on RTSW's
liability in this Agreement are reasonable in the light of RTSW's insurance
arrangements and that RTSW is willing to accept a higher limitation on its
liability provided it is able to obtain full insurance cover for its liabilities and
the Reseller pays the costs of obtaining and maintaining any increased
cover.

16.5 Nothing in this Agreement limits or excludes RTSW's liability for death or
personal injury caused by its negligence or for fraud.

Standard Non-Exclusive VAR Agreement (Dec 2010)

16.6 The Software has been developed for use with the Equipment. RTSW will
not be liable for any failure of the Software to operate with any hardware,
software, or operating system except the Equipment or for any degradation
in performance or reduction in functionality caused by the use of the
Software with any other equipment, software or operating system.

16.7 RTSW will not be liable under any warranty or any other provision of this
Agreement to the extent that any failure of the Software to comply with any
warranty, or to the extent that any error, defect, bug or deficiency in the
Software, or RTSW's failure to correct or delay in correcting it, results from
the Reseller not having complied with its obligations under this Agreement,
or from any other act or omission on the Reseller’s part, or on the part of
any third party. In particular, RTSW will not be liable if any modification has
been made to any of the Software by anyone except RTSW.

16.8 RTSW will not be liable under any warranty or under any other provision of
this Agreement to the extent that any loss or damage is caused by: the
Reseller’s failure to implement or distribute, or the Reseller’s delay in
implementing or distributing, any Error Correction or Update that would
have remedied or mitigated the effects of any Error, defect, bug or
deficiency in the Software.

16.9 Because of the nature of software, RTSW does not warrant that the Software
will be error free or that it will run without interruption, or that every error,
defect, bug or deficiency can be or will be corrected.

16.10 The express undertakings and warranties given by RTSW in this Agreement
are in lieu of all warranties, conditions, terms, undertakings and obligations
on the part of RTSW implied by statute, common law, custom, trade usage,
course of dealing or in any other way. All of these are, to the extent
permitted by law, excluded.

16.11 The Reseller warrants that it has not been induced to enter into this
Agreement by any representation or by any warranty (whether oral, or in
writing) except those specifically set out in this Agreement as warranties.
The Reseller waives all claims for breach of any warranty and all claims for
any misrepresentation, (negligent or of any other kind, unless made by
RTSW fraudulently) which is not specifically set out in this Agreement as a
warranty.

17. Notices

All notices to be given under this Agreement must be in writing and be sent to the
address or fax number of the intended recipient set out in this Agreement or any
other address or fax number which the intended recipient may designate by notice
given in accordance with the provisions of this Clause 17. Any notice may be
delivered personally, or by first class pre-paid letter, or by fax, and will be deemed to
have been served: if by hand, when delivered; if sent by first class post, 48 hours
after posting; and if by fax, when despatched, provided the sender holds written
confirmation automatically produced by the sender's fax machine of error free and
complete transmission of that fax to the intended recipient's fax number.

Standard Non-Exclusive VAR Agreement (Dec 2010)

18. General

18.1 Amendments and Entire Agreement

This Agreement supersedes all earlier agreements, arrangements and

understandings between the parties in respect of its subject matter, and
constitutes the complete agreement between them relating to that subject
matter. No addition to, or modification of, any provision of this Agreement will
be binding on either party unless recorded in writing and signed by a duly
authorised representative of each of them.

18.2 Remedies not exclusive

Except as stated to the contrary in this Agreement, no right, power or

remedy conferred on, or reserved to, either party is exclusive of any other
right, power or remedy available to it, and each of those rights, powers, and
remedies is cumulative.

18.3 No waiver

No failure or delay by either party in enforcing its rights under this Agreement,
or at law or in equity will prejudice or restrict those rights. No waiver of any
right will operate as a waiver of any other or later right or breach.

18.4 Severability

If any part of this Agreement is held to be illegal, invalid or unenforceable, the

legality, validity and enforceability of the remainder of this Agreement will not
be affected.

18.5 Further Assurance

18.5.1 Each party will do, execute and perform such further acts, things, deeds
and documents as may from time to time be required to give full legal
and practical effect to this Agreement.

18.5.2 Each party will use all reasonable endeavours at its own cost to ensure
that any necessary third parties will do, execute and perform such
further acts, things, documents and things as may from time to time be
required to give full legal and practical effect to this Agreement.

18.6 Delays

Despite anything else contained in this Agreement, RTSW will not be liable
for any delay in performing or failure to perform its obligations caused by
circumstances beyond its control (including, without limitation, any act or
omission on the Reseller’s or any End User’s part or on the part of any third
party, and any bug, defect, error, fault or deficiency in any software or data
not provided by RTSW or developed by or on behalf of the Reseller or any
End User, or in any equipment), and RTSW will be granted a reasonable
extension of time for the performance of its obligations.

Standard Non-Exclusive VAR Agreement (Dec 2010)

18.7 Law

This Agreement and its validity are governed by, and this Agreement is to be
construed in accordance with, the laws of England. The Reseller agrees to
submit to the jurisdiction of the English Courts or any other courts of RTSW's
choosing. Where the Reseller is outside the jurisdiction of the English Courts,
the Reseller's address for service in England is set out in the Schedule.

18.8 Assignment

The Reseller may not assign, or transfer, or sub-contract this Agreement or

any of its rights (including sub-licensing the right to distribute the Software) or
any of the Reseller’s obligations under this Agreement, whether in whole or in
part, without first obtaining RTSW’s written consent.

SIGNED by SIGNED by

Name: Name:

Position: Position:

Duly authorised for and on behalf of Duly authorised for and on behalf of
the Reseller RTSW

Standard Non-Exclusive VAR Agreement (Dec 2010)

 THE SCHEDULE

The Software

All RT Software products as promoted on the web site and being freely available,
and in each case any later release or version supplied by RTSW to the Reseller

The Commencement Date

The Minimum Period [1] year beginning on the Commencement Date

The Territory

First-Line Support

The provision of a telephone help desk during the hours of [??], manned by trained
technical staff to resolve technical issues raised by End Users in connection with the
Software.

Support Services (supplied by RTSW)

a) the provision of a telephone help desk during Service Hours to receive reports
of Errors in the Software from the Reseller;

b) the use of reasonable endeavours to analyse reports of Errors in the Software

and to provide to the Error Corrections to the Reseller, either in a modification
to or a new release or version of the Software, at RTSW’s discretion; and

c) the provision of Updates to the Reseller.

The Charges

a) US$2,000 payable on the date of this Agreement, to cover training costs.

b) the price payable per licence of the Software set out in the Price List when
RTSW accepts the Reseller’s order less the discount set out below;

c) in return for the Support Services, an annual support charge as set out in the
Price List less the discount set out below, payable when RTSW accepts the
Reseller’s order and on each anniversary of that date; and

d) in return for Consultancy Services, charges set out in the Price List less the
discount set out below or, if no charges appear in the price list, RTSW’s
standard charges applicable at the date of invoice, payable monthly.

The Payment Terms

Standard Non-Exclusive VAR Agreement (Dec 2010)

The Reseller will pay RTSW in pounds sterling by direct transfer to RTSW’s nominated
bank account, and that payment must be received within 30 days after the date of
RTSW’s invoice except as stated to the contrary elsewhere in this Agreement.

Reseller Discount

a) thirty (30%) percent in the case of each indefinite licence of any of the
Software sold to an End User by the Reseller;

b) thirty (30%) percent in the case of the first year’s licence fee for each annual
licence of any of the Software sold to an End User by the Reseller;

c) fifteen (15%) percent in the case of the second and each later year’s licence
fee for each annual licence of any of the Software sold to an End User by the
Reseller;

d) ten (10%) percent in the case all support charges for each copy of any of the
Software supported by the Reseller;

e) ten (10%) percent in the case of the charges for consultancy in the Price List.

The Trade Marks

RT Software corporate and product logos

Reseller’s address for service in England

To be provided

Standard Non-Exclusive VAR Agreement (Dec 2010)