INTERNATIONAL AUTHORIZED RESELLER AGREEMENT THIS ...

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5.4 Trademarks. Reseller shall not use any trademark, trade name or stylized symbol of PAR or PAR Technology Corporation as part of Reseller’s name or name of Reseller’s business. Reseller shall not register, or have registered, any trademark, trade name or symbol of PAR or PAR Technology Corporation (or which is confusingly similar thereto) in Reseller’s name or use it for any activity other than the promotion of the sale of the Products in the Territory and in the best interest of PAR. 5.5 Non-Genuine. Reseller shall not acquire, use, promote or resell Non-Genuine Products. Additionally, Reseller shall notify PAR promptly of the existence, or suspected existence, of Non-Genuine Products in possession of third parties, and further agrees that it will, at PAR's request, assist PAR to diligently pursue an action against any third party in possession of Non-Genuine Products. Reseller will not remove, alter, or destroy any form of copyright notice, trademark, logo, confidentiality notice, serial number or other product identifier provided with any Product. If Reseller acquires, uses, promotes or resells Non-Genuine Products, PAR may take one or more of the following actions, at PAR’s discretion: (i) require reseller, within ten days of PAR’s request, to recall and destroy all Non-Genuine Products that reseller has sold to End Users and replace such products with legitimate, equivalent Products, (ii) require Reseller, within five days of receiving PAR’s written request, to provide PAR with all details related to Reseller’s acquisition of all Non-Genuine Products, including without limitation, its suppliers, shipping details and all buyers to whom Reseller resold Non-Genuine Products, and/or (iii) immediately terminate this Agreement pursuant to Subsection 11.2. 5.6 Warranty. Reseller shall not issue any warranty or guaranty with respect to the Products to any person or party who may in any way obligate or purport to obligate PAR to any such person or party. 5.7 No Reverse Engineering. Reseller shall not reverse engineer, de-compile, or in any other manner disassemble the Products, and Reseller shall not, either directly or indirectly, alter, revise, enhance, customize or otherwise change or modify the Products or any part thereof. 6.0 PRICING. 6.1 Prices. The prices Reseller pays for Products will be set by the Authorized Distributor from which Reseller purchases such Products. Reseller is free to determine its resale prices unilaterally. 6.2 Minimum Advertised Price (MAP). Reseller agrees not to advertise Products lower than the minimum advertised price (MAP) which is 15% below PAR’s Manufacture Suggested Retail Price (MSRP). Product MSRP can be obtained from any of PAR’s Authorized Distributors or directly from PAR as published in its current price book. MAP percentage is subject to change at PAR’s discretion. This agreement applies to Reseller’s advertised prices in newspapers or catalog print, direct mail pieces, faxes, on radio, television or the Internet, but does not apply to advertised pricing on a website where a customer may access the website by using a unique and assigned password. This policy does not affect the price at which the Reseller may sell an applicable Product. The Reseller may sell any Product at any price. If Reseller advertises Products at prices below the stated MAP, PAR will be entitled to all its rights and remedies available to it, including, without limitation, the right to terminate this Agreement under Subsection 12.2 below. 7.0 LIMITED WARRANTY AND DISCLAIMER OF WARRANTIES. 7.1 Limited Warranty. With respect to any Product, PAR provides a written limited warranty statement provided with the Products or, if no warranty statement is provided with Products, the Limited Warranty Statement available from PAR. Further, PAR provides any implied warranties or statutory guarantees with respect to the Products that certain statutes impose and cannot be excluded, restricted or modified. 7.2 DISCLAIMER. TO THE EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SPECIFIED IN THIS AGREEMENT OR FURNISHED WITH THE PRODUCTS BY PAR OR PAR’S SUPPLIERS IN PRINTED FORM AND MARKED AS WARRANTY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY LAW, PAR DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES. 7.3 LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, PAR OR PAR’S SUPPLIERS SHALL NOT BE HELD LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS PROFITS, LOSS OF SERVICE, BUSINESS INTERRUPTION, LOSS OF OR INCORRECT BUSINESS INFORMATION/DATA Authorized Reseller Agreement 5 Rev 02/22/12 Website Version: Australia
AND THE LIKE) SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY EVEN IF PAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7.4 SOLE AND EXCLUSIVE REMEDY. TO THE EXTENT PERMITTED BY LAW, YOUR REMEDIES FOR BREACH OF WARRANTIES AND THE MAXIMUM EXTENT OF PAR’S LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE EXCEPT LIABILITY FOR PERSONAL INJURY CAUSED SOLELY BY OUR NEGLIGENCE) WITH RESPECT TO THE PRODUCTS ARE LIMITED TO REPLACEMENT OF THE PRODUCTS. THESE REMEDIES SHALL NOT BE DEEMED TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE SO LONG AS PAR IS WILLING TO REPLACE THE PRODUCTS. PAR NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR PAR ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, LICENSE,OR USE OF THE PRODUCTS UNDER THIS AGREEMENT. 7.5 EXCLUSION OF LEGISLATION. CLAUSE 7.1 - 7.4 ARE NOT INTENDED TO HAVE THE EFFECT OF EXCLUDING, RESTRICTING OR MODIFYING: (a) THE APPLICATION OF ALL OF ANY OF THE PROVISIONS OF PART 5-4 OF SCHEDULE 2 TO THE COMPETITION AND CONSUMER ACT 2010 (the ACL); or (b) (c) THE EXERCISE OF A RIGHT CONFERRED BY SUCH A PROVISION; OR ANY LIABILITY OF PAR IN RELATION TO A FAILURE TO COMPLY WITH A GUARANTEE THAT APPLIES UNDER DIVISION 1 OF PART 3-2 OF THE ACL TO A SUPPLY OF GOODS OR SERVICES. 8.0 INDEMNIFICATION. 8.1 BY PAR. PAR shall defend any action brought against Reseller based on an allegation that the Equipment, PAR software or any other software which may be included in the Equipment furnished by PAR, constitutes an infringement of any United States patent or copyright issued and existing as of the effective date of this Agreement and will pay all reasonable costs and damages finally awarded against Reseller in any such action which are attributable to such claim(s), provided that: (a) Reseller shall promptly notify PAR in writing of any notice of any such claim or allegation of infringement, and (b) Reseller allows PAR to have sole control of the defense of any such claim, including, without limitation, all communications with claimant, all settlement negotiations, and the conduct of all litigation; (c) Reseller will cooperate with PAR and will provide PAR with such assistance in such defense as PAR may reasonably request, and (d) PAR is not responsible for any litigation expenses (including attorney’s fees) incurred by Reseller or settlements entered into by Reseller unless PAR agrees to them in writing which agreement shall not be unreasonably withheld. 8.2 PAR shall have no liability to Reseller hereunder, or otherwise, with respect to claims of infringement which are based on (a) the unauthorized modification of the Equipment or software, (b) use and maintenance of the Equipment or software in a manner or with equipment for which it was not reasonably intended or to the extent not otherwise authorized or permitted by PAR according to the terms of this Agreement, or (c) sale and/or use of the Equipment or software in conjunction with any equipment or software that was not provided by PAR. 8.3 The foregoing state PAR’s entire liability hereunder or otherwise with respect to infringement of patents or other proprietary rights. 8.4 BY RESELLER. Reseller agrees to indemnify PAR, its respective officers, directors, employees, agents and representatives, from any and all suits, claims, actions, demands, liabilities, expenses and/or losses, including attorney’s fees, arising, in whole or in part, from: (a) Reseller’s breach of Reseller’s representative warranties and undertakings under this Agreement; and (b) any claims by Reseller’s customers, employees, subcontractors, agents or any third party arising out of Reseller’s or its subcontractor’s or agent’s performance or non-performance of any installations, support services, or other services for Reseller’s Customers; Reseller’s Customers; and (c) personal injury, death, or property damage due to Reseller’s or its employee’s subcontractor’s, or agent’s negligence or willful misconduct. 9.0 CONFIDENTIALITY. 9.1 Reseller expressly undertakes and agrees to retain in confidence and to require its successors and assigns to retain in confidence all information transmitted to Reseller by PAR that PAR has identified in writing as being proprietary and/or confidential and will make no use of such information except under the terms and Authorized Reseller Agreement 6 Rev 02/22/12 Website Version: Australia
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INTERNATIONAL AUTHORIZED RESELLER AGREEMENT THIS ...

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