IMPORTANT—PLEASE READ CAREFULLY: This is a legally binding contract. By clicking on the “Accept” button below, you represent that you are authorized to accept these terms and conditions on behalf of yourself and your employer, if you are entering into this Genbook Channel Partner Agreement (this “Agreement”) within the scope of your employment, in which case “you” or “your” refer to both you and that employer. If, however, the foregoing representation is not correct, then by clicking the “Accept” button below you agree to be personally bound by the terms of this Agreement. If you or your employer do not agree to be bound by this Agreement in its entirety, please click the “Decline” button below and do not attempt to use any of the services or products accompanying this Agreement.

This Channel Partner Agreement (“Agreement”) is made between Genbook, Inc., a California corporation ("Genbook") with its principal place of business at 500 Third Street, Suite 210, San Francisco, California 94107, and you and your employer (“Partner”) with offices at the address provided by you during registration, effective as of the date this Agreement is accepted by Genbook (the "Effective Date").

Genbook reserves the right, at its sole discretion, to modify, update, change or remove portions of the terms of this Agreement at any time, with or without notice to Partner. This Agreement can and should be checked periodically for changes by visiting Genbook’s web site www.genbook.com.

1. GENBOOK PRODUCTS

1. Partner's Right to Market Genbook Products. Genbook grants to Partner the right to market and promote directly to Partner's existing and prospective local business clients or customers those products of Genbook identified from time to time on Genbook's web site www.genbook.com (“Genbook Products”).

2. GENERAL OBLIGATIONS

1. Use of Genbook Content. Genbook may furnish to Partner information, marketing materials, logos, graphics, trademarks or commercial symbols of Genbook ("Genbook Content") for use on the Partner's web site or for purposes of promoting the Genbook Products. Partner shall at all times comply with Genbook Content usage guidelines and instructions provided by Genbook from time to time and shall, upon written request from Genbook, immediately discontinue any use of any Genbook Content if Genbook finds such use objectionable, in its sole discretion.

2. Non-Exclusivity. Nothing in this Agreement shall limit or restrict either party from entering into or continuing any agreement or other arrangement with any other party, whether similar to this Agreement in nature or scope.

3. Ownership. As between the parties, Genbook will retain all right, title, and interest in the Genbook Products and Genbook Content, including all data and intellectual property rights therein. Genbook reserves all rights not expressly granted to Partner in this Agreement. Genbook reserves the right to add, remove, change, suspend or discontinue any aspect of any Genbook Product in its sole discretion.

4. Customer Contracts. All orders, commitments and contracts for the Genbook Products shall be made between Genbook and the end-user of the Genbook Products ("Customer Contracts"). Genbook shall be solely responsible for processing and collecting payments from customers/end-users of the Genbook Products.

3. PAYMENTS TO PARTNER

1. Partner Fees. Genbook shall pay Partner the fees described in Schedule 1 attached hereto (the "Partner Fees").

2. Payment Terms. Genbook shall remit payment to Partner for Partner Fees within thirty (30) days following the end of each calendar month. Such payment shall include a report detailing each customer/end user acquisition of a Genbook Product, date of acquisition and the Partner Fee amount payable.

4. TERM AND TERMINATION

1. Term. This Agreement will remain in force from the Effective Date until one (1) year after the Effective Date, unless earlier terminated in accordance with this Section 4 (the “Initial Term”). The Agreement will automatically renew for additional one (1) year terms (each a “Renewal Term”) unless earlier terminated in accordance with this Section 4. The Initial Term and any Renewal Terms shall be referred to collectively as the “Term”.

2. Termination. This Agreement may be terminated as described below:

1. Convenience. Either party shall have the right to terminate this Agreement for any reason or no reason upon written notice to the other party.

2. Default. If either party materially defaults in the performance of any of its material obligations hereunder (other than payment obligations) and if any such default is not corrected within fourteen (14) days after notice in writing, the other party may terminate this Agreement effective upon written notice.

3. Survival. The following provisions will survive termination of this Agreement: Sections 2.3, 2.4, 4.3, 5, 6, 7 and 8. In addition, all payment obligations will survive with respect to Customer Contracts made prior to the effective date of termination for a period of twelve months following the effective date of termination. All other obligations will terminate upon the termination of this Agreement.

5. CONFIDENTIAL INFORMATION

1. Definition. “Confidential Information” means any information disclosed by either party (“Disclosing Party”) to the other party, either directly or indirectly, (“Receiving Party”), in writing or orally, which is designated as “Confidential,” “Proprietary” or some similar designation. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information will not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession; or (vi) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure (if practicable under the circumstances) and assistance, at the Disclosing Party’s request and reasonable expense, in obtaining an order protecting the information from public disclosure.

2. Non-Use and Non-Disclosure. Each party agrees not to use any Confidential Information of the other party for any purpose except to exercise its rights and perform its obligations under this Agreement. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party’s employees, except to those employees and contractors of the Receiving Party with a need to know such information in order to perform under this Agreement. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder.

3. Proprietary Rights Notices. Each party shall reproduce the other party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

4. Effect of Termination. Upon termination of this Agreement, each party shall destroy or deliver to the other party all of such other party’s Confidential Information that such party may have in its possession or control. Receiving Party's obligation of confidentiality shall survive this Agreement for a period of two (2) years from the date of its termination, and thereafter shall terminate and be of no further force or effect.

6. DISCLAIMER OF WARRANTIES AND INDEMNIFICATION

1. Disclaimer. EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS AND LICENSORS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GENBOOK SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE AMOUNT OF FEES THAT PARTNER MAY RECEIVE DURING THE TERM AND (B) ANY ECONOMIC OR OTHER BENEFIT THAT PARTNER MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. GENBOOK DOES NOT WARRANT THAT THE GENBOOK PRODUCTS WILL FUNCTION WITHOUT INTERRUPTION OR ARE ERROR-FREE.

2. Genbook Indemnity.

1. Genbook shall defend, or at its option settle, any third party claim, suit, proceeding, or demand (“Action”) brought against Partner to the extent that the Action alleges that a Genbook Product infringes or misappropriates any third party copyright or trade secrets; provided that Partner (i) notifies Genbook promptly in writing of any such action, (ii) gives Genbook sole control of the defense and/or settlement of such action, and (iii) gives Genbook all reasonable information and assistance (at Genbook's expense). Genbook will pay those costs and damages finally awarded against Partner in any such Action, or those costs and damages agreed to in a monetary settlement of such Action, that are specifically attributable to such Action.

2. If a Genbook Product infringes or misappropriates, or in the reasonable determination of Genbook, is likely to infringe or misappropriate, any third party’s intellectual property rights, Genbook may, at its choice and sole expense, either: (i) obtain from such third party the right to continue to use the Genbook Product; (ii) modify the Genbook Product to avoid and eliminate such infringement or misappropriation; or (iii) terminate this Agreement.

7. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING UNDER SECTION 5 (CONFIDENTIALITY), NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS RELATING TO THE SAME), ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING UNDER SECTION 5, NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT WILL EXCEED THE AMOUNTS OWED BY GENBOOK UNDER SECTION 3.1.

8. MISCELLANEOUS

1. Governing Law. This Agreement will be interpreted and construed in accordance with the laws of the State of California and the United States of America, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of San Francisco, California, and each party hereby consents to the personal jurisdiction thereof.

2. Assignment. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part without the other party’s prior written consent. Notwithstanding the foregoing, however, either party may assign this Agreement without the prior written consent of the other party to an entity that agrees in writing to be bound in connection with a sale of assets, merger or consolidation.

3. Independent Contractor. Each party shall be an independent contractor to the other party in performing its respective obligations hereunder and shall not act as an agent or employee of the other party.

4. Notices. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be: (a) delivered in person; (b) sent by first class registered mail, or air mail, as appropriate; or (c) sent by overnight air courier, in each case properly posted and fully prepaid to the appropriate address set forth in the preamble to this Agreement. Either party may change its address for notice by providing written notice of such change to the other party given in accordance with this Section. Notices will be considered to have been given at the time of actual delivery in person, three (3) business days after deposit in the mail as set forth above, or one (1) day after delivery to an overnight air courier service.

5. Force Majeure. Neither party will be liable to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties.

6. Waiver. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence by either party, its agents, or employees, but only by an instrument in writing signed by a duly-authorized representative of such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

7. Severability. If for any reason any provision of this Agreement is held to be invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

8. Entire Agreement. This Agreement contains the complete understanding and agreement of the parties and supersedes all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. This Agreement may not be amended, except by a writing signed by duly authorized representatives of both parties. This Agreement may be executed by one or both of the parties hereto on any number of separate counterparts and all of such counterparts taken together will be deemed to constitute one and the same instrument.

By clicking “Accept” below, you certify that you have read and understood this Agreement and agree to be bound by its provisions.

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Schedule 1

Partner Fees

1. Genbook will pay Partner the fees described in this Schedule for revenue generating Genbook Products purchased by Partner's customers or clients under this agreement (“Revenue Products”).
2. For each Revenue Product, Genbook will pay Partner both a one-time introduction fee upon first purchase of a Revenue Product by the relevant customer or client (“Introduction Fee”), and an ongoing fee representing a share of the ongoing revenue Genbook generates from time to time from that customer or client (“Revenue Share”).
3. The Introduction Fee payable shall be equal to the first month's revenue Genbook generates from the relevant customer or client.
4. The Revenue Share, as determined on a month by month basis, shall be equal to 25% of the revenue generated by Genbook from the relevant customer or client for the remainder of the first twelve months following purchase of a Revenue Product (i.e. months 2-12).