MARKETING AFFILIATE AGREEMENT

This Marketing Affiliate Agreement (the “Agreement”) is entered into as of this ________ day of _______ 20___ (the “Effective Date”), by and between [COMPANY], a [STATE] corporation (“[COMPANY]”) and _______________________________, a corporation incorporated in the State of _________, [an individual resident of the state of ___________] (“Marketing Affiliate”).

RECITALS

WHEREAS, this Agreement formally memorializes as an agreement any and all prior verbal understandings between the parties that may exist since ________ day of _______ 20___, pertaining to the business described hereinbelow; and

WHEREAS, Company, the owner of certain distribution rights to technology and content as set forth in Exhibit A and related technical documentation (hereafter, collectively, referred to as “Technology”), wishes to contract for the marketing and/or support of the Technology, and Marketing Affiliate wishes to market and/or support the Technology.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, including the above recitals which are incorporated herein, the receipt and sufficiency are hereby acknowledged, Company and Marketing Affiliate agree as follows:

Term. Unless otherwise terminated as set forth herein, this Agreement shall as of the Effective Date and shall remain in effect until the end of the current calendar year, provided however, that this Agreement shall be automatically renewed for successive six (6) month periods unless otherwise terminated according to the cancellation or termination provisions contained in Section 18 of this Agreement. Company and Marketing Affiliate acknowledge that this Agreement is not a franchise as that term is defined under any and all applicable local, state and/or federal laws in U.S., as amended

Grant of Rights.

General Rights. Subject to the terms and conditions of this Agreement, Company hereby grants to Marketing Affiliate the right to advertise, market and sell to corporate users, government agencies and educational facilities (“Clients”) for their own internal language learning, soft skills and communication purposes only, and not for remarketing or redistribution, and not for use in a data center environment for multiple users Clients, unless otherwise agreed to by Company prior in writing, the Technology listed in Schedule A of this Agreement, and to sell and/or bundle Technology Maintenance for the Technology and to provide first line technical support and implementation services for the Technology in the territories listed in Schedule A of this Agreement, providing Marketing Affiliate meets the criteria required for delivering services according to Schedule A.