INTERNATIONAL AUTHORIZED RESELLER AGREEMENT THIS ...

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limitation a transfer or transfers of an aggregate of 50% or more of the assets, voting securities or ownership of Reseller); b. any action which is viewed by PAR as shedding an unfavorable light on PAR, its Products or services. 12.3 Either party may terminate this Agreement upon written notice to the other if such other party fails to cure a breach of its obligations hereunder (which in Reseller’s case includes not meeting the program eligibility requirements as set forth in Section 3.9) within thirty (30) days of the delivery of written notice of such breach. In the event the nature of the breach is such that it cannot be cured, the non-breaching party shall have the right to terminate this Agreement immediately and shall provide the breaching party notice of such termination. 13.0 EFFECT OF EXPIRATION OR TERMINATION. 13.1 Upon expiration or termination of this Agreement, Reseller shall immediately: a. cease any and all use of any PAR trademark, trade name, service mark, logo-type or other proprietary mark adopted by PAR, and shall refrain from the use of any marks confusingly similar thereto in connection with any products whatsoever; b. cease referring to itself as an Authorized Reseller of the Products; provided, however, nothing herein shall be construed as preventing Reseller from selling such inventory of the Products as Reseller may possess on the effective date of such expiration or termination, provided such sales are consistent with the terms and conditions set forth herein; c. remove from public view any signs, banners, wall charts, certificates, plaques or ornamentation stating or suggesting that Reseller is Authorized Reseller of PAR; and d. forever refrain from using any Proprietary Information derived as a result of this Agreement for any purpose whatsoever. 14.0 STATUS OF PARTIES. 14.1 Nothing contained in this Agreement shall be deemed to constitute a partnership or an employment or agency relationship between the parties, PAR and Reseller being independent contractors only. Reseller agrees that it shall be responsible for its own expenses and costs under this Agreement and that PAR shall have no obligation to reimburse Reseller for any expense or costs incurred by Reseller in the performance of Reseller's duties hereunder. 15.0 NOTICES. 15.1 Notices under this Agreement shall be in writing and forwarded by nationally recognized over night courier or certified mail, postage prepaid, to the addresses set forth above and in the case of notices to PAR marked to the attention of: Director of Channel Sales, with a copy to the Legal Department, and in the case of notices to Reseller, addressed to Reseller at the address on record with PAR at the time of the notice. 16.0 BINDING EFFECT. 16.1 This Agreement shall be binding upon and inure to the benefit of the parties and their respective parents, subsidiaries, other affiliates, successors and assigns, as permitted under this Agreement. 17.0 INTERPRETATION AND JURISDICTION. 17.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of New York. Reseller hereby agrees the exclusive jurisdiction and venue of the United States District Court for the Northern District of New York and the Supreme Court of the State of New York, as appropriate, for the purposes of adjudicating any dispute or action arising out of or in connection herewith. 18.0 COMPLETE <strong>AGREEMENT</strong>; SURVIVAL. Authorized Reseller Agreement 8 Rev 02/22/12 Version: Australia Website Version
18.1 This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and, except as expressly provided herein, may only be modified by a writing duly executed by an authorized representative of Reseller on behalf of Reseller and by an officer of PAR on behalf of PAR. 18.2 The applicable rights and obligations of Sections 4.2, 7.0, 8.0, 9.0, 10.3, 11.3, 12.0, 13.0, 16.0, 17.0, 18.0 and 19.0 of this Agreement, and the subparagraphs thereunder shall survive and continue after any expiration, cancellation or termination of this Agreement and shall be binding upon the parties and their successors and assigns. In addition, the parties’ respective rights and obligations arising in connection with any sales transaction during the Term of this Agreement shall survive any expiration or termination of this Agreement. 19.0 GENERAL PROVISIONS. 19.1 In carrying out their obligations under this Agreement, the Parties shall act in accordance with good faith and fair dealing. 19.2 The Parties shall comply with all applicable federal, state, and local laws, rules, regulations and ordinances in the performance of their obligations under this Agreement. 19.3 No delay on the part of PAR in exercising any of its respective rights hereunder or the failure to exercise the same, nor the acquiescence in or waiver of a breach of any term, provision or condition of this Agreement shall be deemed or construed to operate as a waiver of such rights or acquiescence thereto except in the specific instance for which given. 19.4 PAR shall have the right to collect from the other its reasonable expenses incurred in a successful action to enforce this Agreement, including, but not limited to, reasonable attorneys' fees. 19.5 In the event any one or more provisions contained in this Agreement should for any reason be held to be unenforceable in any respect under the laws of any State of the United States, including any limitation of liability, such unenforcability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such unenforceable provision had not been contained herein. 19.6 Neither the execution of the Agreement nor anything contained herein shall be construed as an obligation upon PAR to provide at any time any modifications, changes, updates, or enhancements to the Products, or any assistance, information or documentation other than those previously specified in this Agreement. PAR reserves, in PAR’s sole discretion, the right to change the design of the Products, or to discontinue the sale thereof, from time to time and at any time. PAR agrees to notify Reseller of such a change or discontinuance within a reasonable time. If any such change in design is made, PAR shall have no obligation to modify any Products previously delivered to Reseller, or to install or furnish any other or different parts than were included in any such Products when delivered to Reseller. 19.7 PAR may/assign and/or otherwise transfer this Agreement and/or any rights or obligations of PAR contained herein to another person or entity provided it informs Reseller of any such assignment or transfer in writing. 19.8 Neither party shall be liable for any delay in performance under this Agreement resulting from any cause beyond its reasonable control, including without limitation, any act of God, fires, storms, floods, explosions, strikes, work stoppages or slowdowns, or other industrial disputes, legal action, failure or delay of supplies from ordinary sources, accidents, riots, war or civil disturbances, or acts of civil or military authorities. You represent that the person who assents electronically to the terms and conditions of this Agreement is duly authorized to act on your behalf and to bind you to these terms and conditions. By clicking the checkbox below, you agree to abide by all the terms and conditions of the Agreement. I agree to abide by all the terms and conditions of the Agreement Authorized Reseller Agreement 9 Rev 02/22/12 Version: Australia Website Version
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INTERNATIONAL AUTHORIZED RESELLER AGREEMENT THIS ...

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