This Alliance Agreement (“Agreement”) is made and entered between SoftLedger, Inc., a Delaware corporation (“SoftLedger”), and the organization agreeing to these terms (“Company”).

WHEREAS, SoftLedger offers an online, full-featured accounting and reporting platform (the “SoftLedger Service”) and related application programming interface (“API”);

WHEREAS, Company provides accounting services to clients (“Company Services”) and desires to use the SoftLedger Service in its provision of Company Services to its clients (each, an “End Client”); and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, and intending to be legally bound, the parties agree as follows:

1. Grant of Licenses

1.1 License to Company. Subject to the terms and conditions of this Agreement, SoftLedger grants to Company the following nonexclusive licenses to:

(a) use SoftLedger’s API to integrate the SoftLedger Service into the Company Services and make the SoftLedger Service available to End Clients; and

(b) offer its End Clients the Combined Product, provided, however, that each End Client will (i) be provided access to the SoftLedger Service exclusively by SoftLedger; and (ii) enter into a license agreement directly with SoftLedger, pursuant to which SoftLedger will sublicense the use of the SoftLedger Service to the End Client.

1.2 No Further Licenses. Except for the licenses granted herein, SoftLedger does not grant any other licenses, express or implied, to Company. By way of clarification, and not limitation, Company agrees that it will not, and will not permit any third party to: (a) access the SoftLedger Service or API, other than End Clients; (b) modify, adapt, alter or translate the SoftLedger Service, API or Documentation, except as expressly allowed herein; or (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the SoftLedger Service or API.

1.3 Ownership and Reservation of Rights. All right, title and interest in and to the SoftLedger Service, API, and any related material, including but not limited to, documentation, instructions, user manuals, training materials, and other materials in written or electronic form, referring or relating to the SoftLedger Service and any copies thereof remain the exclusive property of SoftLedger.

1.4 License to SoftLedger. Subject to the terms and conditions of this Agreement, Company grants to SoftLedger a royalty-free, nonexclusive license to: (a) develop integration or interfaces between the SoftLedger Service and Company Services; and (b) test, support and maintain the SoftLedger Service as part of the Combined Product.

2. Data Security

2.1 End Client Data. Each party will establish and maintain a commercially reasonable security program that includes appropriate technical, organizational and security measures designed to protect the confidentiality, integrity and availability of data submitted by End Clients or generated by End Clients from use of the Combined Product (“End Client Data”), and prevent the destruction and loss of and the unauthorized use, disclosure, or alteration of or access to, End Client Data (each a “Security Incident”), in each case, in such party’s possession or control. In the event either party becomes aware or reasonably suspects that a Security Incident has occurred, it will immediately (i) notify the other party of such Security Incident and (ii) investigate and, in the case of an actual Security Incident within its control, remediate the effects of the same. As between the parties, End Client Data will be the property of Company and SoftLedger will only use such End Client Data as necessary to provide the SoftLedger Service.

3. Payments

3.1 Payment. Company will pay SoftLedger the Fees as described in Exhibit A.

3.2 Taxes. All payments, fees and other charges payable under this Agreement are exclusive of applicable federal, state, local and foreign taxes, levies and assessments.

4. Support. SoftLedger will provide support as described in Exhibit B.

5. Trademarks; Copyright Notices

5.1 SoftLedger Trademarks. During the Term, SoftLedger grants to Company a nonexclusive, nontransferable license to use SoftLedger’s trademarks, trade names, logos, and slogans (collectively, “Trademarks”), as provided to Company by SoftLedger in connection with informing its End Clients of the SoftLedger Service pursuant to this Agreement.

5.2 Copyright and Proprietary Notices. Company agrees that it will not delete, remove, or otherwise alter any copyright and or other notices used on or associated with the SoftLedger Service, API, and any other materials provided to Company by SoftLedger.

5.3 SoftLedger Marketing. Company grants SoftLedger the non-exclusive right to use Company’s name and logo in marketing materials, case studies, and promotional activities, solely for the purpose of identifying Company as a user of SoftLedger’s services.

6. Warranties and Disclaimer of Warranties

6.1 Mutual Warranty. Each party represents and warrants it will comply with all applicable laws and regulations and will not make any representations or warranties on behalf of the other party.

6.2 SoftLedger Warranties. SoftLedger warrants to Company SoftLedger will comply with the support obligations provided in Exhibit B. SoftLedger will promptly repair or replace any non-conforming SoftLedger Service.

6.3 Disclaimer of Warranties. THE FOREGOING WARRANTY IS THE SOLE WARRANTY OF SOFTLEDGER AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Limitation of Liability. EXCEPT FOR ANY VIOLATION OF THE CONFIDENTIALITY PROVISIONS HEREIN, ANY INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS, (i) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND (ii) IN NO EVENT WILL EITHER PARTY’S LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR TO BE PAID BY IT HEREUNDER.

8. Indemnification

8.1 Indemnity. SoftLedger will defend, indemnify and hold harmless Company and its officers, directors, employees, successors and assigns, from and against any and all losses, damages, liabilities, settlements, costs and expenses resulting from or arising out of any third party claim, demand, or cause of action which alleges that the SoftLedger Service or API infringe or misappropriate any intellectual property right of a third party (“Claim”). Company will provide SoftLedger with prompt written notice of any Claim and permit SoftLedger to control the defense, settlement, adjustment or compromise of such Claim. Company will have no authority to settle any Claim on behalf of SoftLedger.

8.2 Limits of Indemnity. SoftLedger will have no obligation under Section 8.1 for any claim based upon use by Company of the SoftLedger Service or API in a form other than as provided by SoftLedger; or based upon the use of the SoftLedger Service or API with other items not provided by SoftLedger.

8.3 Indemnification by Company. Company will defend, indemnify and hold harmless SoftLedger and its officers, directors, employees, agents, successors and assigns, from and against any and all losses, damages, liabilities, settlements, costs and expenses resulting from or arising out of any third party claim, demand, or cause of action that alleges that the Company Products, Company trademarks or any other Company products or services marketed and distributed by Company (aside from the SoftLedger Service) infringes or misappropriates any intellectual property right of a third party. SoftLedger will provide Company with prompt written notice of such a claim and permit Company to control the defense, settlement, adjustment or compromise of such claim. SoftLedger will have no authority to settle any such claim on behalf of Company.

9. Term and Termination

9.1 Term. This Agreement will commence on the Effective Date and will continue for one (1) year, unless earlier terminated as provided herein (the “Initial Term”). This Agreement will renew automatically for successive one (1) year periods (each a “Renewal Term”) unless written notification of intent not to renew is provided by either party to the other not less than sixty (60) days prior to the beginning of any Renewal Term.

9.2 Termination. Either party may terminate this Agreement if the other party commits a material breach of this Agreement and such breach remains uncured for thirty (30) days after written notice of such breach is delivered to the other party. Either party may also terminate this Agreement if the other party makes an assignment for the benefit of creditors, or if any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law is initiated by the other party, or is initiated against it and not dismissed within sixty (60) days, or if the other party ceases to be actively engaged in business.

9.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason:

(a) all licenses granted herein will terminate, provided however that each End Client that has licensed the Combined Product prior to expiration or termination may continue to use the SoftLedger Service, and SoftLedger will support such use as provided herein, for the remainder of the term of the corresponding license purchased by the End Client; and

(b) all Fees and any other monies due hereunder will remain due and payable in accordance with the terms hereof.

9.4 Survival of Obligations. Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, their successors and permitted assigns including, without limitation, Sections 7 through 11.

10. Confidentiality

10.1 Use of Confidential Information. Each party acknowledges that it may receive Confidential Information of the other party and agrees that it will not use Confidential Information of the other party for any purpose unrelated to the receiving party’s performance of its duties under this Agreement.

10.2 Definition of Confidential Information. The term “Confidential Information” means all non-public information, whether business or technical in nature, that the other party designates as being confidential, or which under the circumstances of disclosure ought to be treated as confidential. If either party has any questions as to what comprises Confidential Information of the other party, it agrees to consult with such other party.

10.3 Exceptions from Confidential Information. Notwithstanding the foregoing, information will not be deemed Confidential Information if it (i) was known to the receiving party, and such information was acquired through proper methods, prior to its receipt from the disclosing party, as evidenced by written records of the receiving party; (ii) is now or (through no act or failure on the part of the receiving party) later becomes generally known through no breach of this Agreement by the receiving party; (iii) is supplied to the receiving party by a third party that is free to make that disclosure without restriction; or (iv) is independently developed by the receiving party without use of or reference to any Confidential Information provided by the disclosing party.

In addition, the restrictions on disclosure imposed by this Section will not apply to information that is required by law or order of a court, administrative agency or other governmental body to be disclosed by the receiving party, provided that in each such case the receiving party provides the disclosing party with prompt written notice of such order or requirement and reasonably assists the disclosing party in obtaining a protective order or other appropriate relief.

10.4 Duty of Care. Each party agrees that during and after the existence of this Agreement it will hold in strictest confidence, using at least the same degree of care that it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care.

10.5 Disclosure of Confidential Information. Each party agrees that it will only disclose Confidential Information to those employees who (a) have a need to know such Confidential Information to the extent necessary to perform its duties under this Agreement; and (b) have executed a confidentiality agreement containing provisions at least as restrictive as those contained in this Agreement.

11. General

11.1 Entire Agreement. This Agreement, including the attached Exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supercedes any and all prior understandings, written or oral.

11.2 Waiver and Amendment. This Agreement may not be modified except by a written instrument signed by both parties. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

11.3 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

11.4 Notices. Any notice, consent, or other communication hereunder must be in writing, and be given personally or sent via overnight delivery to either party at their respective addresses listed above and to the attention of the individual listed below:

If to SoftLedger: Attn.: CEO
If to Company: Attn.: CEO

or such other address or individual as may be designated by written notice of either party. Notices will be deemed given when delivered.

11.5 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, either party may assign this Agreement without such consent in connection with any merger, consolidation, any sale of all or substantially all of such party’s assets or any other transaction in which more than fifty percent (50%) of its voting securities are transferred, subject to all of the terms of this Agreement, provided further however that if such assignment is to a direct competitor of the other party, the non-assigning party may terminate this Agreement by providing written notice to the other at any time within thirty (30) days of learning of such assignment. Subject to the above, this Agreement will be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

11.6 Force Majeure. Nonperformance of either party will be excused to the extent that performance is rendered impossible by any reason where failure to perform is beyond the reasonable control of the non performing party.

11.7 Governing Law. The rights of the parties hereunder will be governed by the laws of the Commonwealth of Pennsylvania without giving effect to principles of conflicts of laws. Any suits brought hereunder must be brought only in the federal or state courts in Allegheny County, and each party submits to the jurisdiction thereof and irrevocably and unconditionally waives any and all right to contest or object to such jurisdiction and venue, including but not limited to, any objection to the convenience of such forum.

11.8 Independent Contractors. The relationship of the parties is that of independent contractors and nothing contained in this Agreement will be construed to make either party an agent, partner, joint venturer, or representative of the other for any purpose and neither party will enter into any obligations on behalf of the other.

11.9 Authority. Each party represents and warrants that (a) it is an entity validly existing and in good standing under the laws of its establishment or incorporation, (b) it has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, (c) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement, and (d) this Agreement is valid, binding, and enforceable against it in accordance with its terms.

11.10 Headings. The headings used in this Agreement are for convenience of reference only and do not affect in any way the meaning or interpretation of this Agreement.

11.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original and all of which will constitute the same instrument.

EXHIBIT A
FEES

Agreed upon in the Order Form.

EXHIBIT B
SUPPORT AND MAINTENANCE

1. First Level Support. Company will provide first level support to End Clients. First level support will consist of receiving the initial support request from the End Client, verification of the End Client’s support entitlement, identifying the problem, evaluating possible answers, and resolving the issue or escalating the incident. If Company is not able to resolve the issue via first level support, Company will commence the following actions: (i) gather information regarding the nature of the issue; (ii) assign a severity level; and (iii) escalate the support request to SoftLedger for second level support. SoftLedger will provide Company with copies of its standard support materials for its own use.

2. Second Level Support. SoftLedger will provide second level support to Company and not to End Clients and will provide such support via telephone from Monday through Friday, 8:00 a.m. to 5:00 p.m. EST, excluding national holidays. Second level support means SoftLedger’s response to support requests escalated by Company’s support in accordance with the schedule below. In addition, SoftLedger will provide Company with periodic reports on the status of any request, which may include reclassification of the severity level.

Priority 1
Definition: Complete failure of SoftLedger Service or API to perform
Response level: Constant effort until resolved, but will use best efforts to resolve the issue within twenty-four (24) hours

Priority 2
Definition: Severe impact that materially restricts the SoftLedger Service or API from performing
Response level: Constant effort until resolved

Priority 3
Definition: Minimal impact preventing minor feature from performing
Response level: Next Update

Priority 4
Definition: Minimal or no impact on features or outside of the control of SoftLedger
Response level: Fixed at SoftLedger’s discretion

3. Uptime. SoftLedger will ensure that the SoftLedger Service and API maintains at least 99% availability (measured on a calendar monthly basis), twenty-four hours a day, seven days a week, 365 days a year. Downtime does not include unavailability (i) caused by factors outside of SoftLedger’s reasonable control, or (ii) during scheduled maintenance, notice of which will be provided to Company reasonably in advance.

4. Updates. SoftLedger will make available to Company all Updates as soon as they are generally available.

5. Contacts. In connection with its support and other obligations, each party will name a Business Contact to help with problem resolution and to coordinate the parties’ efforts.