THIS RESALE AGREEMENT (this “Agreement”) is made and effective as of _____________ (Effective Date), by and between ___________a _________Wholesaler with an address located at__________ (“Wholesaler”), and ___________ a_______________, with an address located at _____________


Wholesaler sells digital product hereby referred to as (the “Products”). Retailer desires to purchase the Products from Wholesaler for resale in the territories or geographic areas listed below (1b). Wholesaler desires to appoint Retailer as its exclusive Retailer of the products in the Territory, and Retailer desires such appointment subject to the terms and conditions set forth in this Agreement, including any exhibits and schedules attached hereto.

Now, Therefore in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows:

Agreement of the Parties

  1. Appointment, Acceptance and Scope
  1. Exclusive appointment- Subject to the terms and conditions of this Retailer Agreement, Wholesaler hereby appoints and grants Retailer the exclusive right to sell and distribute the Products to customers located in the Territory (the “Customers) and to render other services as a Retailer for Wholesaler as set forth herein. Retailer shall limit its activities with respect to the Products to Customers located within the Territory and refrain from selling or otherwise transferring, directly or indirectly, the Products to any person outside the Territory, without the express written consent of Wholesaler. 
  2. Territory. The rights granted to Retailer hereunder are granted for the following geographical areas and markets: Worldwide
  3. Products.  The Products sold by Wholesaler to Retailer to distribution hereunder are as follows: aged shelf corporations
  4. Relationship of Parties. Retailer is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venture or partner of Wholesaler for any purpose. Retailer acknowledges that Wholesaler has not granted it any authority to make changes to Wholesaler’s terms and conditions of sale, grant any warranties in excess of those extended by Wholesaler or limit its liabilities or remedies less than Wholesaler limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Wholesaler or bind Wholesaler in any transaction with customers, governmental agencies or third parties.
  5. Orders, Price, Terms of Sale and Payment
  1. Communications pursuant to this Retailer Agreement and Orders. Orders shall be made with the Wholesaler. Wholesaler understands that its timely acceptance of orders from Retailer hereunder is an important element of this Agreement. Wholesaler shall have 1 business day to reject any order, if the Retailer does not communicate within one day, the order is deemed to have been accepted. 
  2. Prices and Shipment. Wholesaler agrees to sell, and Retailer agrees to purchase, the Digital Products in accordance with the Prices and Volume Discount of the Wholesaler.
  3. Compensation. The Retailer agrees to compensate the Wholesaler 20% for each product sold. 
  4. Terms of Sale. All sales by Wholesaler shall be made in accordance with the terms and conditions of this Agreement.
  5. Representations

The Retailer and Wholesaler, as applicable make the following representations, warranties, and covenants:

  1. Retailer is a Company duly organized, validly existing and in good standing in Colorado is qualified to do business and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products and provision of any services hereunder.
  2. Wholesaler is a corporation, duly organized, validly existing and in good standing in Puerto Rico and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products.
  3. Wholesaler warrants and represents that the digital products will be free from defects in design, materials and workmanship and conforms to any specifications provided.
  4. Wholesaler has all rights, power, and authority to enter into this Agreement,
  5. Wholesaler’s execution of this Resale Agreement , and Wholesaler’s performance of its obligations and duties hereunder, do not and will not violate any agreement to which Wholesaler is a party or by which it is otherwise bound, and
  6. Neither Party is subject to any pending or threatened litigation or governmental action that could interfere with its Performance of this Agreement.
  7. This Agreement is the binding legal obligation of each Party and is enforceable in accordance with its terms.
  8. Responsibilities of Retailer

Retailer agrees that it will diligently perform the services and obligations detailed in this Agreement. The operations of Retailer are under its sole and exclusive control, including without limitation supervision of, and liability for expenses incurred with respect to, employees. The Retailer will use best reasonable efforts to distribute the Products in the Territory.

  1. Confidential and Proprietary Information
  1. As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services , development , inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances employees and business opportunities) disclosed by One party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including but not limited to, in writing, in machine readable or other tangible form, orally or visually.
  2. Unless otherwise expressly authorized by the Disclosing Party, the Recipient party agrees that it and any of its personnel receiving proprietary and confidential information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.
  3. Duration and Termination
  1. Effective date and Duration. This Agreement shall become effective on the date first written above and shall continue in effect for a period of 3 years.
  2. Retailer Option to Renew.  The Agreement shall be renewed automatically unless cancelled within 30 days after the end of the 3 year period. 
  3. Termination. Either Party may terminate this Agreement if the Other Party fails to perform its obligations hereunder and fails to correct such failure within 30 calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party.
  4. Rights of Parties at Termination
  1. Obligations after Termination. In the event that this Agreement is terminated or expires on its own terms, Wholesaler shall have no further responsibilities to Retailer except that in the event the Agreement terminates for any reason other than a breach hereof by Retailer, Wholesaler shall be obligated to process orders accepted by Retailer prior to the effective date of such termination or expiration or within 30 days thereafter.
  2. Survival. Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on, or relate to matters or claims occurring or arising prior to, the date if such termination or which survive such termination by their own terms or nature.
  3. Indemnification and Limitation of Liability
  1. Indemnification. Each Party shall indemnify, hold harmless and defend the other Party and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses or damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party relating to this Agreement including without limitation : any negligent or tortious conduct, any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in the Agreement, any violation of applicable laws or regulations, infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and any breach of any express or implied warranties of merchantability and fitness for a particular purpose.
  3. Force Majeure

Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products by Wholesaler which exceeds Wholesaler’s ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbance, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.

  1. Trademarks

Retailer shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Wholesaler, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Wholesaler, nor counsel, procure or assist any third-Party to do any of the foregoing. Retailer will not institute any proceedings with respect to the trademarks of Wholesaler either in Retailer’s own name or on behalf of Wholesaler without express written permission of Wholesaler.

  1. Amendments

This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing.

  1. Disputes

Any claim or controversy arising out of or relating to this contract shall be determined by The American Arbitration Association per the Commercial Rules of Arbitration through written submissions only. 

  1. Governing Law

This Agreement is a contract under the laws of Puerto Rico and for all purposes shall be governed by and construed in accordance with the substantive laws of Puerto Rico without regard to its principles of conflicts of law provisions. 

  1. Entire Agreement

This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions.

IN WITNESS WHEREOF, this Agreement was signed by the Parties under the hands of their duly authorized officers and made effective as of the date first written above.


Officer’s name____________________ Officer’s name________________

Signature_______________________ Signature____________________

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