REGISTRATION AGREEMENT FOR THE CHOICE CYBERSECURITY, INC. REFERRAL AND RESELLER PROGRAMS

THIS REGISTRATION AGREEMENT FOR THE CHOICE CYBERSECURITY, INC. REFERRAL AND RESELLER PROGRAMS ("Agreement") is made and effective as of  by and between CHOICE CYBERSECURITY, INC., a Maryland corporation with a present mailing address of 10055 Red Run Boulevard, Suite 140, Owings Mills, Maryland 21117, USA, and a corporation, (Choice and Corporation are hereinafter collectively called the "Parties" and individually called a "Party").

Background

Choice is a leading provider of various information technology-related services and offerings including, without limitation, regulatory compliance needs assessment services, network security design and maintenance services, remediation plan implementation and consulting services and compliance automation solutions (collectively, the "Solutions").

1. Choice maintains a Referral Program under which a registered Referral Company may receive a Referral Fee and/or a Commission for applicable sales made by Choice to a qualifying Referred Customer, in accordance with the terms and conditions of the Choice Cybersecurity Referral Program the "Referral Program"). As used herein, the definitions, terms, conditions and limitations of the Referral Program set forth on https://www.choicecybersecurity.com/partner-terms as they may be modified from time to time by Choice within its discretion are incorporated into this Agreement by this reference.
2. Choice also maintains a Reseller Program ("Reseller Program"), under which a registered Reseller may resell certain products, services and other Solutions offered by Choice to designated Reseller Customers for fees and on other terms as stated in the Solutions Schedule incorporated herein by this reference and attached hereto ("Solutions Schedule"). As used herein, the definitions, terms, conditions and limitations of the Reseller Program set forth on https://www.choicecybersecurity.com/partner-terms, as they may be modified from time to time by Choice within its discretion are incorporated into this Agreement by this reference.
3. Company desires to be eligible to participate in the Referral Program and/or the Reseller Program. More specifically, Company desires to be a non-exclusive "Reseller" under the Reseller Program and a non-exclusive "Referral Company" under the Referral Program with respect to certain Solutions and certain potential Customers, all as more specifically identified on the Solutions Schedule and subject to the terms and conditions of the Reseller Program and the Referral Program. The Solutions Schedule may be modified only by written agreement of the Parties.
4. The Parties desire to confirm in writing the terms and conditions under which Company shall participate in the Referral Program and/or the Reseller Program.

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

AUTHORIZATION

GRANT OF LICENSE

Choice hereby grants to Company the non-exclusive right and license during the Term to participate as a Reseller under the Reseller Program and/or as a Referral Company under the Referral Program, in accordance with the terms of this Agreement, the terms and conditions for the Referral Program and the Reseller Program as incorporated herein by reference, and the terms set forth on the Solutions Schedule. Which respect to any specific Solution or business opportunity, the Company shall serve either as a Reseller or a Referral Company as specifically noted on the Solutions Schedule.

COMPENSATION

Company shall be eligible to receive Referral Fees and/or Commissions in its capacity as a Referral Company under the Referral Program, at rates set forth in the Solutions Schedule. In addition, Company may purchase certain Solutions for resale as a Reseller under the Reseller Program, for the designated Base Price, which shall be identified on and subject to adjustment in accordance with the Solutions Schedule. The Base Price listed on the Solutions Schedule shall not include any applicable delivery/installation charges or sales tax.

INTELLECTUAL PROPERTY

Company acknowledges and agrees that, as between the Parties, Choice and its licensors own ALL ownership rights relating to the Solutions including, without limitation, all trademarks, service marks, patents, copyrights, trade secrets, trade dress, advertising, any associated goodwill, whether presently existing or later developed (collectively "Intellectual Property"). Company shall not use any of the Intellectual Property except as expressly permitted in this Agreement or otherwise expressly permitted by Choice in writing. In promoting the Solutions, Company may use advertising materials only upon the terms and conditions as approved by Choice. Company may not rebrand any of the Solutions without Choice's prior written consent. Choice hereby grants Company a non-exclusive  right to use any of Choice's trade names, trademarks or logos, as supplied by Choice from time to time, on or with the applicable Solutions and on applicable material in connection with the marketing, sale and/or use of the applicable Solutions as set forth on the Solutions Schedule, but solely in connection with and to the extent necessary for the marketing, distribution and sale of the Solutions hereunder. Choice retains all rights in the Intellectual Property, except as specifically granted to Company in this section. Company shall not remove or alter any copyright notices, trademarks, logos or packaging used by Choice in connection with the Solutions, without obtaining Choice's prior written consent.

NON-DISCLOSURE

The Parties shall be subject to the Non-Disclosure Agreement ("NDA") attached hereto as Attachment 1, the terms and conditions of which shall apply and be enforceable to both Parties with respect to all Offerings, the terms of this Agreement and all other non-public information provided from Choice to Company hereunder.

COOPERATION

During the Term, Company shall provide to Choice, without charge, support, documentation and information as reasonably requested by Choice to support Choice's efforts to sell the Solutions to current or prospective customers as contemplated hereunder. The information for Company's contact person is set forth herein. Company shall notify Choice promptly if and when its contact information or designated contact person has changed.

DISCLAIMERS AND LIMITATIONS

Choice hereby reserves the right to reject any proposed sale of any Solutions to any Customer for any reason or no reason. During the Term, Company must maintain in full force and effect all licenses, certifications and permits required for it to resell any of the Solutions and otherwise to comply with its obligations hereunder. CHOICE HEREBY DISCLAIMS ANY AND ALL WARRANTIES REGARDING THE SOLUTIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. ANY THIRD PARTY SOFTWARE PROVIDED TO COMPANY OR A CUSTOMER HEREUNDER IS BEING

PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND BY CHOICE. No representation or other affirmation of fact, whether made by Choice employees or otherwise, shall be deemed a warranty by Choice for any purpose or give rise to any liability of Choice whatever unless contained in this Agreement.

TERM AND TERMINATION

DEFINITIONS

Unless terminated earlier by Choice pursuant to the rules of the Reseller Program or the Referral Program, the initial term of this Agreement ("Initial Term") shall commence on the Effective Date and shall continue for 36 months thereafter. Upon the expiration of the Initial Term or any Renewal Period (as defined herein) the term of this Agreement ("Term") shall automatically be renewed for a renewal period of one year (each such period a "Renewal Period") unless and until this Agreement is terminated pursuant to the terms hereof.

TERMINATION

Either Party may terminate this Agreement upon thirty (30) days written notice of a material breach to the other and failure by the other to cure such material breach within the thirty (30) day period.

SURVIVAL

Certain customer relationships relating to the Solutions may extend, by their terms, beyond the Term. Accordingly, notwithstanding termination or expiration of this Agreement for any reason, the Parties agree to work together in the exercise of good faith to develop and implement such post-termination support solutions, on a case by case basis, as may be reasonably necessary to satisfy any surviving customer obligations.

COMPLIANCE WITH LAWS

The Parties shall be mutually responsible, as applicable, for complying with the laws and regulations applicable to the marketing and sale of any Solutions hereunder. Each Party will bear their applicable expenses and costs related to compliance with such laws and regulations

GOVERNING LAW

This Agreement shall be governed by the laws of the State of Maryland.

DISPUTE RESOLUTION

Any dispute hereunder that cannot by amicably resolved by the Parties shall be submitted to binding arbitration in Baltimore, Maryland before a single arbitrator appointed by Judicial Arbitration and Mediation Service ("JAMS") (or if such entity no longer exists, then by its successor entity or a similar national organization designed to facilitate alternative dispute resolution proceedings) under the then-existing Streamlined Arbitration Rules and Procedures of JAMS as applied to commercial disputes and the decision of the arbitrator shall be final and binding upon all parties.

MISCELLANEOUS

The terms of the Background Section, the NDA, and the above-referenced additional terms and conditions of the Referral Program and Reseller Program are incorporated into this Agreement as material and binding provisions. This Agreement is the joint work product of the Parties and their advisors such that neither Party shall be construed as the author hereof. This Agreement may be executed in counterparts via original or facsimile signatures, and the counterparts when taken together shall constitute a complete agreement. This Agreement represents the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements of the Parties, whether written or oral, regarding such subject matter. Time is of the essence with respect to all obligations hereunder.

The Parties hereby execute this Agreement as of the Effective Date and hereby warrant to each other that they have the requisite authority to do so.

MUTUAL NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT ("Agreement") is made and entered into as part of THE REGISTRATION AGREEMENT FOR THE CHOICE CYBERSECURITY, INC. REFERRAL AND RESELLER PROGRAMS, dated , to which it is attached.

PURPOSE

The entities named above in the REGISTRATION AGREEMENT FOR THE CHOICE CYBERSECURITY, INC. REFERRAL AND RESELLER PROGRAMS, dated , wish to explore a business opportunity of mutual interest and in connection with this opportunity wish to execute this Non Disclosure Agreement ("Agreement").

CONFIDENTIALITY INFORMATION

Confidential information means any information disclosed to by one party to the other, either directly or indirectly in writing, orally or by inspection of tangible or intangible objects, including without limitation documents, business plans, source code, software, documentation, financial analysis, marketing plans, customer names, customer list, customer data. Confidential Information may also include information disclosed to a party by third parties at the direction of a Disclosing Party. Confidential Information shall not, however, include any information which the Receiving party can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure through no action or inaction of Receiving Party; or (iii) is in the possession of Receiving Party, without confidentiality restrictions, at the time of disclosure by the Disclosing Party as shown by Receiving Party's files and records immediately prior to the time of disclosure. The party disclosing the Confidential Information shall be referred to as "Disclosing Party" in the Agreement and the party receiving the Confidential Information shall be referred to as "Receiving Party" in the Agreement.

NON-USE AND NON-DISCLOSURE

The Receiving Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties hereto. Receiving Party agrees not to disclose any Confidential Information to third parties or to its employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which are provided to the Receiving Party hereunder.

MAINTENANCE AND CONFIDENTIALITY INFORMATION

The Receiving Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Receiving Party shall take at least those measures that Receiving Party takes to protect its own most highly confidential information and shall have its employees, if any, who have access to Confidential Information sign a nonuse and non-disclosure agreement in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. The Receiving Party shall not make any copies of Confidential Information unless the same are previously approved in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing 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. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information.

NO OBLIGATION

Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.

NO WARRANTY

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

RETURN OF MATERIALS

All documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of Receiving Party shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party upon the Disclosing Party's request.

NO LICENSE

Nothing in this Agreement is intended to grant any rights to either party under any patent, mask work right or copyright of Company, nor shall this Agreement grant Receiving Party any rights in or to Confidential Information except as expressly set forth herein.

TERM

This Agreement shall survive for a period of 3 years from the date of disclosure of the Confidential Information.

REMEDIES

The Receiving Party agrees that any violation or threatened violation of this Agreement will cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to obtain injunctive relief in addition to all legal remedies.

MISCELLANEOUS

This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the State of Maryland, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter hereof. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. Any and all disputes arising under or related to this Agreement shall be adjudicated exclusively in the State of Maryland. The parties have agreed to this mutual NDA as part of the REGISTRATION AGREEMENT FOR THE CHOICE CYBERSECURITY, INC. REFERRAL AND RESELLER PROGRAMS, dated .