Wertheim Global Solutions, LLC

WERTHEIM GLOBAL SOLUTIONS, LLC 6202 N STATE ROAD 7 SUITE 109 COCONUT CREEK, FL 33073 USA

WERTHEIM GLOBAL SOLUTIONS, LLC PARTNER LICENSE AGREEMENT

THIS PARTNER AGREEMENT (THIS “AGREEMENT”) IS MADE AS OF THE ______DAY OF ______20____ (THE “EFFECTIVE DATE”) BY AND BETWEEN WERTHEIM GLOBAL SOLUTIONS, LLC, (“WGSL”), A FLORIDA CORPORATION WITH ITS PRINCIPAL PLACE OF BUSINESS AT 6202 N STATE ROAD 7, SUITE 109 COCONUT CREEK, FL 33073 U.S.A., AND ______(“PARTNER”), A ______WITH ITS PRINCIPAL PLACE OF BUSINESS AT ______.

RECITALS Crosswind™ and DMFolders™ as well as other products which may be added from time to time by WHEREAS, WGSL has developed and licenses WGSL (the “Product List”). certain computer software which it markets under the trade names listed on Schedule “A”, and desires to 1.2. “End-User” means a customer that licenses grant Partner the right to market and distribute such a Product (as defined above) from WGSL for its own software (the “software”); and use pursuant to the End-User License Agreement for such Product. WHEREAS, the software complements and integrates with offerings by third-party vendors, namely 1.3. “End-User License Agreement” means the OpenText Corporation, and others that may be added license agreement between the End-User and WGSL from time to time (the “Host Vendors”); and for a Product.

WHEREAS, Partner is certified as a systems 1.4. “Serial Number” means the unique number integrator, consultant and/or value-added reseller of provided by WGSL that activates a Product for the the Host Vendor(s) for whose software they will sell; End-User’s purposes. and 1.5. "License Fee" means the license fee payable WHEREAS, Partner is in the business of marketing by an End-User for a license of a Product in and distributing computer-related products and desires accordance with the End-User License Agreement for to have WGSL grant to it the right to market and such Product. distribute such software; 1.6. “Licensing Requirement” means, unless NOW, THEREFORE, in consideration of the mutual otherwise specified, the number of product licenses promises set forth herein, and for other valuable must match exactly with the number of licensed consideration acknowledged by each party to have OpenText software users that the End-User has or the been received from the other, the parties hereto agree installation will not be valid. A failure to comply with as follows: such license requirements invalidates the product installation. AGREEMENT 1.7. “Product Documentation” means any and 1. Definitions all documentation, statements or information related to a Product in printed or electronic form which (a) is For purposes of this Agreement, the following terms provided to Partner by WGSL, (b) accompanies a have the meanings set forth below: Product, or (c) is displayed in the “Partner” area of the WGSL web site. 1.1 “Products” means the machine-readable object code version of the computer programs, 1.8. “Partner Payment” means the amount of including software, and the Product Documentation money that is payable by Partner to WGSL for a for such programs and software, including WGSL’s Product, which shall be set in the Partner Margins WincTools™, WincSync™, WincWall™, attached as Schedule B of this agreement, or such WincArchive™, WincAudit™, DMSSync™, Price List or Partner Margins that are in effect on the

WERTHEIM GLOBAL SOLUTIONS LLC Partner License Agreement Page 1 of 9 date that WGSL receives the items set forth in Section “urgent”, “critical”, or “a general question”, and 8- 7.2. Such “Partner Payment”, and the retail price upon business hours for “general questions”. “Business which it is based, may be established or amended by hours” mean the hours of 8AM to 6PM Monday WGSL from time to time by giving no less than 15 through Friday (EST in the United States, GMT in the days written notice to Partner of such amendment or United Kingdom), except National holidays in the addition, except for promotional pricing and other United States and the United Kingdom. sales programs which may be established by WGSL without prior notice. 1.17. “WGSL Web Site” means the Internet Site located at WWW.WERTHEIMGLOBAL.COM 1.9. “Maintenance Fee” means the fee charged to the Partner by WGSL for one (1) or more years of 2. License technical support, maintenance releases and upgrades for a Product. 2.1. Distribution License. Subject to the conditions herein, WGSL grants to Partner a non-exclusive, non- 1.10. “Territory”, if set forth here is limited to: transferable license to market and distribute the ______, otherwise, all Products in the Territory. geographical locations are valid, but are subject to WGSL’s right to change or limit the Territory upon 2.2. Use License. Subject to the conditions thirty (30) days’ prior written notice to Partner herein, WGSL grants to Partner a non-exclusive, non- transferable license to use the Products provided by 1.11. “Users” means the employees, contractors and WGSL on computers owned by Partner that are other agents of an End-User who are authorized to use located at its business premises, or laptop or portable the Product. computers owned by Partner for the sole purpose of (a) performing functionality, integration, and 1.12 “Premiere Partner” means a Partner who compatibility testing on the Products, (b) has the territory indicated in Section 1.10 (if any) and demonstrating the Products to Partner’s customers, or who has at least one (1) Certified WGSL Professional (c) training Partner’s personnel. WGSL will provide to on staff at all times. Partner such number of copies of (or licenses to use) the Products as WGSL may determine in its sole 1.13 “Distributor” means a Partner who can sell discretion, for use by Partner under this Section 2.2. into any territory, but who cannot install, service or Under no circumstances may the Partner install a copy support a WGSL end-user without the assistance or of the Product or use the Partner’s Serial Number on involvement of a Premiere Partner or WGSL. any computer that is not owned by the Partner, nor may the Partner use the Product installed with the 1.14 “Certified WGSL Professional” means an Partner’s Serial Number while performing productive employee of a Partner who has been identified by work on behalf of any other entity. WGSL as capable of installing, servicing and supporting WGSL products for a WGSL end-user; or, 2.3. License to Use Trademark and Trade Name. in the case of Partners, an employee who can also Subject to the conditions herein, WGSL grants to support other WGSL Partners within their Partner a non-exclusive, non-transferable license to geographical territory. use the trademarks and trade names of WGSL solely in connection with advertising and promotion of the 1.15 “Level 1 Support” means telephone, remote Products. Partner agrees that any and all and on-site support (when necessary) provided by advertisements and promotional materials which Premiers Partners to clients and Partners, with the incorporate the trademarks or trade names of WGSL following response times: 2-business-hour response shall clearly identify any and all written or electronic for issues identified as “urgent” or “critical” by the material that references WGSL’s products as being end-user or Partner; 4-business-hour response for owned by WGSL. No such advertising or promotion issues identified other than “urgent”, “critical”, or “a shall be permitted without the prior written approval general question”, and 8- business hours for “general of WGSL. questions”. “Business hours” mean the hours of 8AM to 6PM Monday through Friday in the time zone(s) 3. Proprietary Rights within the territory, except National holidays in their home Country. Partner agrees that WGSL retains all title and rights in the Products and all intellectual property rights therein 1.16 “Level 2 Support” means telephone, remote (including all patents, trademarks, trade names, and on-site support (when necessary) provided by copyrights and trade secrets) relating to the design, WGSL to clients and Partners for issues related to the manufacture, operation or service of the Products, the program code identified as possible bugs or program Serial Numbers, and all of the Product design errors (including issues where the program Documentation. The use by Partner of any of these does not operate according to its accompanying property rights is authorized only for the purposes and documentation), with the following response times: 2- to the extent set forth in this Agreement. Partner shall business-hour response for issues identified as not take nor permit any action that might jeopardize, “urgent” or “critical” by the end-user or Partner; 4- limit or interfere with in any manner such rights of business-hour response for issues identified other than WGSL and its suppliers.

WERTHEIM GLOBAL SOLUTIONS LLC Partner License Agreement Page 2 of 9 7. Reports 4. Product Changes 7.1. General Reporting Requirements. Partner WGSL retains the right, in its sole discretion, and at shall furnish WGSL with written reports containing any time, to upgrade or modify any of the Products or information regarding the marketing, distribution of delete any of the Products from its list of Products that the Products, and solicitation of the End-Users in the it offers for sale. Partner agrees that upon receipt of Territory as WGSL may reasonably request, including notice of any such upgrade, modification or deletion, without limitation, information regarding competitive Partner shall cease to market and distribute earlier conditions and relevant business trends in the versions of the Products or Products deleted from the Territory, and information regarding Partner’s sales Product List, as is applicable. and promotional activities in the Territory with respect to the Products. 5. Marketing 7.2. Purchase Order Report. With each purchase order 5.1 Partner shall use its best efforts to submitted by Partner to WGSL, Partner shall furnish successfully promote, advertise, market, and distribute to WGSL a Purchase Order Report which must the Products in the Territory. Partner shall not make include the following information: (a) name of End- false or misleading representations about any of the User, (b) the total number of users operating within Products, oral or written, and shall not make the End-User’s document management system and statements about any of the Products other than those other similar information which may be requested by set forth in the Product Documentation for such WGSL. Product, nor provide warranties in connection with any of the Products. Partner shall not distribute any 8. Orders materials, including advertisements or promotional materials, regarding WGSL, its business or any of the 8.1. Product Orders. Upon receipt by WGSL of Products, except as expressly authorized in writing by (a) a written purchase order for a Product, (b) the WGSL. Partner shall fully comply with WGSL’s sales written Purchase Order Report information as required policies, as communicated by WGSL to Partner from in Section 7.2 signed by Partner, and (c) payment of time to time. the Partner Payment and the Maintenance Fee for the first year for the Product, WGSL may in its sole 5.2 Premier Partners may be assigned a quota, in discretion accept such order and provide Partner (or, at writing, within their Territory, for the following: (a) the Partner’s option, directly to the End-User) with the generating leads; (b) causing these leads to attend Serial Number for such Product for such End-User. demonstrations of the Products, conducted by either With respect to the End-User and Product involved, the Partner or WGSL, or both; and (c) sales of the Partner shall be allowed to exclusively resell Products. The quota shall be assigned by WGSL to the Maintenance Fees for subsequent years, until 30 days Partner on a quarterly basis, and reviewed with the after the expiration of such maintenance, after which Partner on a bi-monthly basis. Failure to meet the WGSL shall be allowed to resell these Maintenance minimum quota objectives for two consecutive Fees directly to the End-User. WGSL will send at least calendar quarters shall be sufficient grounds for one (1) renewal reminder to prompt Partner to renew WGSL to terminate this agreement with notice as the maintenance contracts. If WGSL does sell these allowed in §14. Maintenance Fees directly to the End-User, Partner’s rights to exclusively resell these Maintenance Fees to 6. Conflict of Interest this End-User shall then be terminated.

Except as allowed in §8.1, WGSL shall not actively 8.2. Order Procedure and Pricing. Each order for solicit business directly from a Partner’s End-Users a Product and a Serial Number as provided in Section except at the request of the End-User, and then, unless 8.1 is subject to WGSL’s order procedures and directed otherwise by the End-User, the Partner shall policies as may be communicated by WGSL to Partner have the right of first refusal for any business from time to time and are subject to acceptance by opportunities offered by that End-User to WGSL. This WGSL in its sole discretion. WGSL shall have no clause shall remain in effect as long as the Partner is obligation to accept any order or any License Fee or Marketing the products as provided in §6, and Maintenance Fee. WGSL shall use reasonable efforts servicing the End-Users according to minimum to accept orders and deliver Serial Numbers promptly, accepted industry standards. In any event, WGSL shall but shall not be liable for any damages to Partner or to not knowingly use information about an End-User that any third party caused by any delay or error in is provided by the Partner to WGSL during its accepting any order or providing Serial Numbers for marketing or included in an End-User Purchase Order any such order nor for failure to accept any order. for WGSL’s products, except for information that is WGSL may at any time increase or decrease the (a) public knowledge, (b) generally made available to amount of the Partner Payment payable by Partner by vendors by the End-User, (c) developed independently giving notice to Partner which shall become effective by WGSL, or (d) provided to WGSL by the End-User 30 days following the giving of such notice. Any or another third party other than through the Partner. change in the amount of the Partner Payment will apply to all orders accepted by WGSL after 30 days’

WERTHEIM GLOBAL SOLUTIONS LLC Partner License Agreement Page 3 of 9 notice of such change. All payments hereunder shall 10. Confidentiality be in United States Dollars. 10.1. Confidentiality. Partner and WGSL mutually 8.3. Taxes. Partner shall be solely and exclusively acknowledge that, in the course of dealings between responsible to collect, report, and/or pay all taxes and them, each may acquire information about the other charges that are due and owing to any authority as a party, its business activities and operations, its result of sales. Partner shall defend, indemnify and technical information and trade secrets, including but hold WGSL harmless for any liability relating to all not being limited to the Products and the Serial applicable sales and use, excise, property, value-added Numbers, all of which are highly confidential and (VAT) and/or similar taxes, all withholding proprietary to WGSL (“Confidential Information”). requirements in addition to or in lieu of such taxes, all Confidential Information shall not include (a) customs, import, export or other duties, levies, tariffs, information that has become generally available to or taxes, charges, interest and/or penalties that are known by the public not as a result of the fault, imposed by any jurisdiction with respect to the breach, act or omission of Partner or WGSL; (b) transactions arising under this Agreement, including, information known by Partner or WGSL prior to the without limitation, the license of the Product by disclosure to Partner or WGSL or independently WGSL to End-Users. developed by Partner or WGSL without use of Confidential Information, which must be demonstrated 9. Covenants of Partner by each party’s written records; or (c) information that was acquired by Partner or WGSL from a third party Partner hereby covenants and agrees that Partner will who was not under an obligation to keep such (a) distribute each Product and Serial Number information confidential at the time of disclosure. provided by WGSL only to the End-User listed in the Partner and WGSL shall hold all Confidential corresponding purchase order, (b) notify all End-Users Information in strict confidence and shall not reveal in writing of all restrictions regarding the use of the the same to any person or party except pursuant to an Products, including without limitation, restrictions on order by a court of competent jurisdiction or upon the the licensing requirements regarding the number of written request of the other party. The Confidential document management users for which the End-User Information shall be safeguarded with at least as great must obtain Product licenses, (c) promptly notify a degree of care as each party uses to safeguard its WGSL in writing of all known End-User violations of own most confidential materials or data relating to its the terms and conditions applicable to End-Users in own business, but in no event less than a reasonable the Product Documentation, including without degree of care. In the event either party is made aware limitation, violation of the restrictions on number of of any proceeding to compel disclosure, each shall, licensed users, (d) abide by any and all restrictions and prior to such disclosure, immediately give the other obligations applicable to Partner set forth in the party notice of such proceeding in writing. Product Documentation, (e) at WGSL’s request, refund to the End-User the License Fee, and any other 10.2. Specific Remedies. If either party commits a amounts paid by End-User to Partner for the Products breach of any of the provisions of Section 10.1, each or the Maintenance Fee (or portion thereof), provided shall have, in addition to all other rights in law and at that WGSL has refunded to Partner the corresponding equity, (a) the right to have such provision specifically sum, (f) not alter, modify, reverse engineer, decompile enforced by any court having jurisdiction, it being or disassemble the Products, attempt to derive the acknowledged and agreed that any such breach will source code for any Product, copy or reproduce the cause irreparable injury to the other and that money Products or the Serial Numbers, or use the Products in damages will not provide an adequate remedy, and (b) any way to create a derivative work, (g) not alter, the right to require the party who has committed a modify or change any Product Documentation, and (h) breach to account for and pay to the injured party all not remove or alter any trademark, logo, copyright or compensation, profits, monies or other tangible other proprietary notices, legends, symbols or labels benefits (collectively “Benefits”) derived or received on any of the Products or Product Documentation or as the result of any transactions constituting a breach, any advertising or promotional materials; and Partner and each hereby agrees to account for and pay such shall immediately notify WGSL of all known attempts Benefits. by an End-User or third party to undertake any of the activities set forth in subsections (f), (g) and (h) 11. Indemnification herein. Partner hereby agrees to defend, indemnify, and hold WGSL, its affiliates, directors, officers, agents, representatives, and employees harmless with respect to any loss, claim, demand, cause of action, debt, expense or liability, including its attorneys' fees, to the extent that same arises from, or is connected with, (a) a breach of any of Partner’s covenants or agreements hereunder, or (b) Partner’s installation, integration or service of the Products.

WERTHEIM GLOBAL SOLUTIONS LLC Partner License Agreement Page 4 of 9 12. Warranty Disclaimer and Performance 14. Term and Termination

12.1. Disclaimer of Warranties. THE This Agreement shall have an initial term of one (1) PRODUCTS ARE PROVIDED “AS IS” TO year from the Effective Date, and shall thereafter PARTNER FOR ITS USE UNDER SECTION 2.2. automatically renew for successive one (1) year WGSL SPECIFICALLY DISCLAIMS ALL periods, unless terminated for cause or as follows. WARRANTIES, EXPRESS OR IMPLIED, Either party may terminate this Agreement, with or INCLUDING BUT NOT LIMITED TO IMPLIED without cause, upon thirty (30) days prior written WARRANTIES OF MERCHANTABILITY, notice to the other party. Upon termination, Partner’s FITNESS FOR A PARTICULAR PURPOSE AND right to market or distribute the Products and all other NON-INFRINGEMENT WITH RESPECT TO THE rights and licenses granted to Partner hereunder shall PRODUCTS, OR WITH RESPECT TO THE USE, immediately cease and Partner shall promptly return to PERFORMANCE OR APPLICATION OF THE WGSL all copies of any promotional materials, PRODUCTS, OR THE CD AND ALL OTHER marketing literature, written information, and reports MEDIA ON WHICH THE PRODUCTS ARE pertaining to the Products that have been supplied by DELIVERED, OR THE PRODUCT WGSL and any documents or materials embodying DOCUMENTATION. Confidential Information disclosed by WGSL, and shall immediately (a) discontinue use of the Products, 12.2. WGSL shall do everything within its control Serial Numbers and Product Documentation, (b) purge and capacity as developer of the products to assure the Products from all computer systems, storage media that the product(s) will work as expected, as long as, and other files and return to WGSL the Products, the prior to the deployment of the product(s): (a) the Serial Numbers and the Product Documentation and product(s) have been tested by the Partner using its all copies thereof, or at the request of WGSL, destroy standard prototyping, piloting and verification the Products, the Serial Numbers and the Product policies, which have simulated the end-users’ Documentation and all copies thereof, and (c) architectural and functional environment, (b) the promptly deliver to WGSL certification that Partner product(s) have been acceptance tested by the end- has complied with these termination obligations. If user, unless this acceptance testing requirement is this agreement is terminated, WGSL will honour any waived by WGSL in writing; and (c) when, at pending Purchase Orders, Support contracts and WGSL’s request, a systems assurance review has been Proposals, including any commitments made by the performed and mutually agreed upon between WGSL Partner to its current clients up to a maximum of 3 and the Partner. years, or the remainder of the term of each contract, whichever is earlier. 13. Limitation of Liability 15. General NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, IN NO EVENT 15.1. Notices. Any notice required or permitted to SHALL WGSL OR ITS AFFILIATES BE LIABLE be given under this Agreement shall be delivered in TO PARTNER, BASED UPON ANY CONTRACT, writing and will be (a) personally delivered, (b) NEGLIGENCE, TORT, STRICT LIABILITY, transmitted by mail, postage prepaid, registered or BREACH OF WARRANTY (EXPRESS OR certified, return receipt requested, (c) transmitted by IMPLIED) OR OTHER LEGAL OR EQUITABLE an overnight courier of recognized national reputation, THEORIES FOR (A) ANY AMOUNTS IN EXCESS (d) transmitted by facsimile (with confirmation by OF THE AMOUNT PAID UNDER THIS mail), or (e) transmitted by email, to the other party as AGREEMENT BY PARTNER TO WGSL DURING follows: THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE To WERTHEIM GLOBAL SOLUTIONS: LIABILITY OR CLAIM OR (B) ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE Facsimile No.: (305) 397-2781 DAMAGES ARISING OUT OF OR RELATING TO Attn: Joshua Wertheim, President THIS AGREEMENT OR THE POSSESSION OF, Email address: USE OF, OR INABILITY TO USE THE [email protected] PRODUCTS, OR ANY MALFUNCTION OF, OR ANY DEFECTS IN THE PRODUCTS OR THE To Partner: SERIAL NUMBERS, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF Facsimile No.: ______GOODWILL, WORK STOPPAGE, COMPUTER Attn: ______FAILURE OR MALFUNCTION OR LOSS OF Email address: ______DATA OR INTERRUPTION OF USE, EVEN IF WGSL HAS BEEN ADVISED OF THE Notice, as to WGSL, will be effective upon receipt. As POSSIBILITY OF SUCH DAMAGES. IT IS to Partner, notice will be effective the next business AGREED THAT THIS LIMITATION SHALL BE day if sent overnight, or upon three business days if GIVEN THE WIDEST EFFECT POSSIBLE IN ANY sent certified or registered mail. JURISDICTION THAT LIMITS ITS TERMS.

WERTHEIM GLOBAL SOLUTIONS LLC Partner License Agreement Page 5 of 9 15.2. Force Majeure. Except for Partner’s 15.8. Assignment. This Agreement or any of the obligation to make a monetary payment pursuant to rights or obligations hereunder is not assignable by this Agreement, neither party shall be deemed in either party without the express, prior written consent default of this Agreement to the extent that of the other party, except that this Agreement may be performance of its obligations or attempts to cure any assigned by WGSL to any of its affiliates, or upon the breach are delayed, restricted or prevented by reason sale of the right to license the Products to the of any act of God, fire, natural disaster, act of purchaser of said right, or upon a sale of assets of government, strikes or labor disputes, inability to WGSL, or upon a merger or other business provide raw materials, power or supplies, system-wide combination of WGSL with another company. This Internet failure, or any other act or condition beyond Agreement shall be binding upon and inure to the the reasonable control of the party. benefit of the parties and their respective successors and assigns. 15.3. Governing Law. This Agreement shall be governed by and construed in accordance with the 15.9. Severability and Waiver. If any provision of laws of the State of Florida, United States of America, this Agreement is determined by a court of competent without giving effect to the choice of law rules jurisdiction to be invalid, void or unenforceable, such thereof. provision shall be modified to the extent necessary to render it valid or enforceable as intended, or shall be 15.4. Jurisdiction and Venue. Each of the parties severed from this Agreement if no such modification hereby confer exclusive jurisdiction upon the Supreme is possible, however, the other provisions of this Court of the State of Florida, County of Palm Beach, Agreement shall remain in full force and effect. No for the enforcement of this Agreement, or if otherwise waiver by a party of breach of any provision hereof, applicable, upon the United States District Court for nor any delay in the enforcement of any right of such the Southern District of Florida. party, shall constitute a waiver of by such party as to any other breach or right of enforcement. 15.5. Attorneys’ Fees. The prevailing party in any action or proceeding between the parties arising out of 15.10. Headings. The section headings in this or relating to this Agreement shall be entitled to Agreement are inserted for convenience of reference recover from the other party all fees and expenses, only and do not constitute a part hereof. including reasonable attorneys’ fees, incurred in connection with any such action or proceeding. 15.11. Survival. The provisions of Sections 3, 9, 10, 11, 12, 13 and 14 shall all survive the termination 15.6. Complete Agreement. This Agreement of this Agreement. With respect to section 10, Partner constitutes the entire agreement between the parties shall keep and maintain all such Confidential with respect to the subject matter hereof and Information confidential for a minimum of three years supersedes all prior or contemporaneous proposals, after any termination of this Agreement. understandings, negotiations, representations, commitments, agreements and communications 15.12. Counterparts. This Agreement may be between the parties, oral or written. This Agreement executed in counterparts, each of which will be may not be modified except by a writing signed by a deemed an original, and all of which together will duly authorized representative of each of the parties. constitute one and the same Instrument.

15.7. Relationship of Parties. Neither party is nor 15.13. Compliance with Law. Each party agrees shall either be construed to be a partner, joint venturer, that it will comply with all applicable laws and franchisee, employee, agent or representative of the regulations of governmental bodies or agencies in its other party for any purpose whatsoever, except as performance under this Agreement. expressly and unambiguously provided in this Agreement. Partner is an independent contractor. 15.14. No Disclosure. Except as required by law, Partner has no authority to, and shall not attempt to Partner agrees to keep confidential and not to disclose create any obligation or responsibility binding on for any purpose the terms, conditions or other content WGSL or its affiliates. of this Agreement, without WGSL’s prior written consent, which consent may be withheld in the sole discretion of WGSL

IN WITNESS WHEREOF, the parties have caused their respective duly authorized representatives to execute this Agreement as of the date first above written.

WERTHEIM GLOBAL SOLUTIONS, LLC DATE: ______

BY: ______

NAME ______PARTNER TITLE: ______WERTHEIM GLOBAL SOLUTIONS LLC Partner License Agreement Page 6 of 9 [______] TITLE: ______BY: ______DATE: ______NAME: ______

APPROVED PARTNER PROGRAM (REQUIRES WGSL SIGNATURE):

PREMIERE PARTNER ______

DISTRIBUTOR ______

WERTHEIM GLOBAL SOLUTIONS LLC Partner License Agreement Page 7 of 9 SCHEDULE A PRODUCT LIST

WincTools™ DOCSOpen Extensions version for eDOCS WincSync™ DOCSOpen Extensions version for eDOCS WincWall™ including WincWall Administrator DOCSOpen Extensions version for eDOCS WincArchive™ DOCSOpen Extensions version for eDOCS WincAudit™ Extensions version for eDOCS DMSSync™ DOCSOpen Extensions version for eDOCS CrossWind™ DOCSOpen Extensions version for eDOCS DMFolders™ Extensions version for eDOCS, including the following modules:

DMFolders Maintenance DMFolders Autobuilder DMFolders Subscription DMFolders Workspace DMFolders Migration DMFolders Consolidation GUARDIAN for eDOCS

WincSQL DOCSOpen Extensions version for eDOCS

“DOCSOpen” refers to the version that runs on the product that was formerly known as Hummingbird DOCSOpen, and include WincMonitor.

“Extensions version for eDOCS” refers to the version that runs on the OpenText eDOCS platform using the eDOCS Desktop Extensions API, and include WincMonitor.

“OpenText eDOCS” is the product that was formerly known as Hummingbird DM.

All DOCSOpen and Extension version for eDOCS applications and modules include WincMonitor.

WERTHEIM GLOBAL SOLUTIONS LLC Partner License Agreement Page 8 of 9 SCHEDULE B PARTNER MARGINS

% LICENSES % INITIAL MAINTENANCE %MAINTENANCE RENEWALS NOTE PREMIERE PARTNER 20% 20% n/a DISTRIBUTOR 10% 10% n/a 1

Definitions:

% Licenses: The discount off the retail price for WGSL products that the Partner can retain when remitting payment to WGSL for new licenses; or, the amount of the sale price paid by WGSL to the Partner if the end-user makes payment direct to WGSL.

% Initial Maintenance: The discount off the retail price for the initial WGSL product maintenance that the Partner can retain when remitting payment to WGSL for new licenses; or, the amount of the sale price paid by WGSL to the Partner if the end-user makes payment direct to WGSL.

% Maintenance Renewals: The discount off the retail price for WGSL product maintenance that the Partner can retain when remitting payment to WGSL for annual maintenance renewals. Notes:

1. Distributors must use a Premiere Partner or WGSL for the installation, service and support of any sales made to end-users.

WERTHEIM GLOBAL SOLUTIONS LLC Partner License Agreement Page 9 of 9