EC-Council

Reseller Agreement

This Reseller Agreement (“Agreement”) is made on August5, 20201 (“Effective Date”)

by and between ________________ ;

Name of Party, a company having its their registered office dress address at
___________________________ including its Affiliate, assigns and Network Companies (herein after
referred to as ("Reseller")
a
And

EC-Council a company including its Affiliates, assigns and Group Companies (hereinafter referred to as
“EC-Council”)
Whereas, EC-Council
(The capitalized terms used in this Agreement, in addition to those above, are
defined herein).
Whereas, EC-Council provides inter-alia cyber security trainings, risk-mitigating services etc., in various
cybersecurity skills.
Whereas, Reseller is an Advisory, Implementation and Consultancy Services Company in the field of
________.
Whereas, subject to the terms and conditions contained herein, EC-Council intends to appoint the
Reseller to sell and promote EC-Council's services listed in Schedule A on a non-exclusive basis. zzzz
DEFINITION
For the purposes of this Agreement, the terms defined in this Section shall have the meaning s set forth
below: -

“Affiliate” means, with respect to a Party, any entity, whether incorporated or not, which is
controlled by or under common control, either directly or indirectly, with that Party.

“Brand Guidelines" means the guidelines set forth in

"EC-Council Marks" is defined in Clause 9.1 of this Agreement.
“End-User” means any person and/or entity who procures the Services of EC-Council through Reseller and
who uses the Services solely for its own purposes and or t for resale purposes, and "End User" means any
one of them.
"Confidential Information" is defined in Clause 11.3 of this Agreement.
"FATCA" means the Foreign Account Tax Compliance Act, 2010 of the United States.

“Documentation” shall mean the applicable user guides, customized training manuals or materials,
proposals, approach notes, point of view, service descriptions, technical specifications or guides, on- line
files, and user manuals for the Services provided by EC-Council.

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“Governmental Authority” means the government any nation, or any of its or their geographical or
political units or subdivisions, and anybody, agency, tribunal, arbitrator, court, authority, or other entity
that exercises executive, legislative, judicial taxi, regulatory, or administrative powers or functions of, or
relating to, government.
“Network Companies” shall mean company or companies, identified by Reseller, and agreed by EC-
Council to be nominated as a Reseller under this Agreement.
“Group Company” shall mean all the Affiliate of EC-Council including its parent and/or subsidiaries,
step-downsubsidiariesincludinsisterconcernsndjointventureentities.

“Law” means any law (including the common law), statute, by-law, rule, regulation, order, ordinance,
treaty, decree, judgment, and any official directive, protocol, code, guideline, notice, approval, order,
policy, or other requirement of any Government an Authority having the force of law.

“Notice” means any notice, request direction, or other document that a party can or must make or give
under this Agreement.

“Services” shall mean the services as stipulated in Section 1.2 pursuant to Schedule A of this Agreement__

“Restricted Period” is defined in Clause 10.1 of this Agreement.

“Territory” shall mean the geographical area as mentioned in Section 4.1 of this Agreement.

“Trademark” means the intellectual property mentioned in Section 9 of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, another good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
hereby agree as follows:

“Reseller” and “EC-Council” hereinafter to be individually referred as a “Party” and collectively as “Parties”

1. Appointment of the Reseller:

1.1 Appointment. EC-COUNCIL hereby appoints the Reseller on an non-exclusive basis to promote the sale
of EC-COUNCIL’s Services in the Territory in exchange of consideration as set forth in Section 2.1 of this
Agreement.

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1.2 Consideration:
[(i)] The Reseller shall be entitled to mark-upon the selling price of EC-COUNCIL’s Services as specified
in the then current rate card, a sample of which is provided in Schedule A of this Agreement, based
on effort estimation for each End-User unless otherwise discussed between the Parties. The Reseller
must inform EC-COUNCIL of all the transactions with it End-Users from time to time. For the purpose
of clarity, the selling price shall be subject to change from time to time with or without notice to the
Reseller and the selling price shall be exclusive of all freight, charges, taxes as applicable etc.
(i)[(ii)] The Reseller shall pay EC-COUNCIL the original cost of the Service including applicable ancillary
fees, taxes, freight and other charges, in the event the Reseller has directly executed contract with
the End-Users and collects money from the End-Users for the successful deal.
(ii)[(iii)] In the event EC-COUNCIL directly deals with the End-User and the Reseller only acts as the
facilitator between EC-COUNCIL and the End-User, EC-COUNCIL shall pay the Reseller its
consideration such as commission (refer to Schedule A within sixty (30) days of the EC-Council's
receipt of payment from the End-User, based on the amounts actually received. Further, for the
purpose of clarity, such commission percentage and/or other form of consideration shall be decided
based on the deal size and any other ancillary factors from time to time and the same shall be
communicated to the Reseller accordingly.
(iii)[(iv)] The Reseller is subject to an annual minimum of USD
1.3 No Consideration in Certain Circumstances.EC-Council will not be required to pay the Reseller
consideration in any of the following circumstances:

(i) if prohibited under applicable Law,

(ii) if the Reseller did not directly facilitate the sale of the Services to a customer,
(iii)on any sale to any customer that is directly or indirectly owned by or under common ownership
with the Reseller,
(iv) on any sales outside of the Territory,
[(v)] on any sale of Services to a customer occurring more than thirty (320) days after the expiration
or termination of this Agreement unless the sale is the direct result of the Reseller's sales efforts
before the termination or expiration.

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2. Expenses.

[2.1] The Reseller is responsible for any and all expenses iincured s in performing it Services under
this Agreement.
3. Payment Obligations
3.1 Timing of Payment.
[(a)] In the event EC-Council directly deals with the End-User and the Reseller only acts as the
facilitator between EC-Council and the End-User, EC-Council shall pay the Reseller its consideration
as commission (refer to Schedule A) within ninety (90) days of the EC-Council's receipt of payment
from the End-User, based on the amounts actually received. In such cases, the Reseller shall raise
invoice to EC-Council and EC-Council shall pay within ninety (90) days from the date of receipt of t
the invoice from the Reseller.
(a)[(b)] In the event, the Reseller directly deals with the End-User and accomplishes the deal, the
Reseller shall pay EC-Council the original cost of the Service, including applicable ancillary fees, in
accordance with Section 1.2 (i) and (ii) of this Agreement. In such cases, EC-Council shall raise invoice
to Reseller and the Reseller shall pay EC-Council the invoiced amount within ninety (90) days from
the date of raising of such invoice.
3.2 Taxes. The Reseller is solely responsible for paying all taxes incurred as a result of the
performance of its services under this Agreement and complying with all tax-related obligation.
[3.3] Retail prices: The Reseller may set the price to its End-User for the Services offered by EC-
COUNCIL as agreed between the Parties unless the Pparties agree to otherwise.
4. Reseller's
Responsibilities Duties.
[4.1] The Reseller shall sell the Services only in the geographical area as mentioned herein as:
Global (hereinafter referred to as the "Territory").
4.1[4.2] The Reseller shall direct its sales and promotional effort toward the following: Cyber
Security
4.2[4.3] The Reseller shall represent themselves as EC-COUNCIL’s Reseller to the customers
and/or End-Users.
4.3[4.4] The Reseller shall devote such time, energy, and skill on a regular and consistent basis
as is necessary to sell and promote the sale of the EC-COUNCIL's Services in the Territory.
Further, EC-COUNCIL strictly prohibits Reseller from developing leads using illegal, unethical, or
improper means and in particular, and the Reseller shall at time comply with applicable Laws in
connection thereof, including the FATCA and all United export control laws and regulations.

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4.4[4.5] The Reseller may invoice and execute necessary documents, including contracts with EC-
COUNCIL’s End- Users with prior written approval of EC-COUNCIL. In the event, the Reseller is
permitted to transact with EC-COUNCIL’s End-Users directly, the Reseller shall provide such invoices
and other necessary documents to EC-COUNCIL from time to time.
4.5[4.6] EC-COUNCIL and its representatives may examine all books, records and files maintained for
EC-COUNCIL by Reseller. EC-COUNCIL may perform any auditor investigations relating to the
Reseller's activities regarding the Services provided by the Reseller. Should EC-COUNCIL discover
defects in internal control or errors in record keeping, contracts, the Reseller shall undertake, with all
appropriate diligence, tocorrectsuchdiscrepancieseitherupondiscoveryorwithinareasonableperiod of
time thereafter. The Reseller shall inform EC-COUNCIL in writing of the action taken to correct any
audit discrepancies.
[4.7] The Reseller shall bid for engagements along with EC-COUNCIL and EC-COUNCIL shall provide
support in tender preparation, and presentation remotely from EC-COUNCIL office s to win the deal
for EC-COUNCIL. In the event, EC-COUNCIL wins the deal, the Reseller shall be entitled to
abovementioned consideration. However, the Reseller shall not make delivery of the Services on its
own. Should there be any travel required by EC-COUNCIL staff to present the proposal, the Reseller
shall request EC-COUNCIL and EC-COUNCIL may charge separately for such travel expenses.
4.6[4.8] Finalizing Orders. The Reseller shall assist in finalizing terms and conditions for the
Agreements and purchase orders with each customer, in form and substance satisfactory to EC-
COUNCIL, for such customer's purchase of the Services.
4.7[4.9] Stating EC-COUNCIL Policies. The Reseller shall accurately represent and state EC-COUNCIL
policies to all present and potential customers. Further, the Reseller must follow the Brand
Guidelines.
4.8[4.10] Sales-Related Services. TheResellershallperformallothersales-relatedservicesasEC-COUNCIL
may reasonably require.
4.9[4.11] Maintaining Contact. The Reseller shall maintain contact with EC-COUNCIL via telephone,
e-mail, or other agreed-upon means of communication with reasonable frequency to discuss sales
activity within the Territory.
4.10[4.12] Notice to EC-COUNCIL. The Reseller shall give prompt Notice to the EC-COUNCIL:
(i) of all sales and orders related to EC-COUNCIL’s business,
(ii) of any new competingcompaniesorcompetingservicesthatitrepresentsatthetimethat it starts
promoting those new competing companies and competing products,
(iii) of any problems concerning customers(including Existing Customers), and
(iv) if the Reseller intendstoadvertisetheServicesoutsideoftheTerritoryorsolicitsalesfromEnd-
Userslocatedoutsideof the Territory.

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[4.13] Compliance with Laws. The Reseller shall comply with all Laws and any other industry
regulations relating to its representation of the Services.
4.11[4.14] No Conflicting Representation. The Reseller shall not represent, promote, or
otherwise try to sell in the Territory any Services that, in the EC-COUNCIL's judgment, compete
with the EC-COUNCIL’s Services.

4.12[4.15] Visa Requirement: Upon the request of EC-COUNCIL, the Reseller shall use all reasonable
efforts to obtain, extend and renew visas, work permit and/or permit to stay for EC-COUNCIL’s
employees, officers and agents for the purposes of this Agreement. In furtherance thereof, the
Reseller shall, without limitation, (i) make any required applications for visas, work permit and/or
permit to stay for EC-COUNCIL’s employees, officers and agents; (ii) provide all supporting
documents in respect there of as may reasonably be requested by the appropriate government
authority; (iii) assist and cooperate with the appropriate government authority in all reasonable
respects.

5. EC-COUNCIL's Responsibilities
5.1 Sales and Marketing Materials. EC-COUNCIL shall provide the Reseller, at no cost, with pre-sales
(proposal, etc.) materials relatingtotheServicesforupto100unsuccessfulbids.
5.2 Sales Terms. The EC-COUNCIL shall:
5.2.1 Determine all Service prices and terms of sale, and
5.2.2 give timely Notice to the Reseller of any price changes.
6. Term & Termination
6.1 Initial Term. The initial term (“Initial Term”) of this Agreement will begin on the execution
date and continue for one (1) year unless renewed earlier.
[6.2] Renewal Terms. Following the Initial Term, this Agreement shall automatically be extended for
further periods of one (1) year each (each a “Renewal Term”) unless either Party intends not to
renew or terminate this Agreement with at least sixty (60) days’ notice to the other Party before the
expiry of the current Term. For the purpose of clarity, Term shall mean Initial Term and Renewal
Term individually.
6.2[6.3] Termination
[6.3.1] Termination on Notice. Either party may terminate this Agreement without assigning
any for vague reason upon thirty (30) days' notice to the other party.
[6.3.2] Termination on Breach. If either party commits any material breach or material
default in the performance of any obligation under this Agreement, and the breach or
default continues for a period of fifteen (15) business days after the other party delivers
notice to it reasonably detailing the breach or default, then the other party may terminate
this Agreement, with immediate effect, by giving notice to the first party.
6.2.1[6.3.3] Termination on Insolvency. This Agreement will terminate immediately upon
either party's solvency, bankruptcy, receivership, solution, or liquidation.
6.3[6.4] Effect of Termination

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6.3.1[6.4.1] Return of Property. Within fifteen (15) days of the termination or expiration of
this Agreement, the Reseller shall return to EC-COUNCIL all the EC-COUNCIL's property in
any form as provided by EC-Council or acquired by on its own for performing the Services
under this Agreement, and all documents relating to its representation of the EC-COUNCIL,
both originals and copies, under its direct or indirect control.
6.3.2[6.4.2] Discontinue Use of EC-COUNCIL Marks. Effective as of the date of termination or
expiration of this Agreement, the Reseller shall cease to use any of the EC-Council Marks.
6.3.3[6.4.3] Effective as of the date of termination or expiration of this Agreement, the
Reseller shall not represent to the public that it is an authorized “Reseller of EC-Council
Services”.
7. Reseller's Representations
7.1 No Conflicts. The Reseller is under no restriction or obligation that may affect the performance of its
obligations under this Agreement.
7.2 No Competing Representation. The Reseller does not currently represent or promote any products or
training services that compete with the Services.
8. Acknowledgements
8.1 Non-Exclusivity. The EC-COUNCIL's appointment of the Reseller is non-exclusive. EC-
Council may appoint additional Resellers in the Territory without liability or obligation to the
Reseller. Notwithstanding the foregoing, EC-COUNCIL may appoint additional client(s)in the
Territory who has been already registered in accordance with the deal registration process after
the initial cooling off period of six (6) months. Such cooling off period may be extended for
another six (6) months by EC-Council exclusively subject to the Reseller fulfilling the terms and
conditions of the deal registration process and based on data evidencing progress in the account
for the respective deal.
8.2 No Other Compensation. The compensation detailed in Section1.2 is the Reseller's sole
compensation under this Agreement.
8.3 Right to Use EC-Council Marks. The Reseller's right to use the EC-Council Marks derives
solely from this Agreement and/or via any separate authorization letter provided by EC-Council
directly to the Reseller.
8.5 No Obligation. Nothing in this Agreement creates any obligation between either party
and any third party.
9. Protection of EC-COUNCIL Marks and Intellectual Property:
9.1 The Reseller recognizes EC-Council's exclusive right, title, and interest in and to all service marks,
Trademarks, and trade names, service marks, logo, insignia etc., used by EC-Council (collectively, the
“EC-Council Marks"). The Reseller shall not directly or indirectly:
9.1.1 register or use any other trade name, Trademark, or service mark incorporating or based in
whole or in part on any of the EC-COUNCIL Marks or anything confusingly similar with EC-COUNCIL’s
Marks. To the extent that Reseller obtains or develops any rights in or to the EC-COUNCIL Marks or
any confusingly similar Trademarks or EC-COUNCIL Marks, Reseller agrees to assign and does hereby
irrevocably assign such rights to EC-COUNCIL.

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9.1.1 use any EC-COUNCIL Mark as part of any corporate or tradename, as part of prominent signage
displaying its business name, or in connection with unauthorized goods or services,
9.1.2 use the EC-COUNCIL Marks in combination with any other third-party trademarks,
9.1.4 de-brand, rebrand, or private label any of the EC-COUNCIL Marks,
9.1.5 hold itself out as having any ownership interest in the EC-Council Marks,
9.1.6 engage in any conduct that would constitute Infringement of or otherwise affect either EC-
Council's interest in the EC-Council Marks or the goodwill associated with them,
9.1.7 dispute the validity, ownership, or enforceability of any of the EC-COUNCIL Marks,
9.1.8 invalidate, dilute, or otherwise adversely affect the value of the goodwill associated with the EC-
COUNCIL Marks,
10 engage in any conduct that would constitute infringement of, or otherwise harm, the intellectual
property rights of third parties.
9.2 The Reseller recognizes EC-COUNCIL's exclusive ownership right, title, and interest in and to all
EC-COUNCIL’s patents, Trademarks, service marks ,tradenames, copyrights, trade secrets,
licenses (software or otherwise), information, know-how, inventions, discoveries, published and
unpublished works of authorship, processes, methodologies, tools and any and all other proprietary
rights ("Intellectual Property") necessary to the business of the EC-COUNCIL. All rights not expressly
granted are reserved by EC-COUNCIL.
9.3 The Reseller shall not do business under any of the Marks or derivatives or variations thereof,
and the Reseller shall not directly or indirectly hold itself out as being a subsidiary, affiliate or an
agent of EC-COUNCIL, other than as an “Reseller of EC-Council Services” for the performance of
Services as per this Agreement.
10. Confidentiality:
10.1 Confidentiality Obligations. During the period starting on the Effective Date and ending three
(3) years after the date of termination or expiration of this Agreement (the "Restricted Period"), the
Reseller shall hold all Confidential Information in confidence in accordance with the terms of this
Agreement.
10.2 Use only for the Purpose. The Reseller shall use the Confidential Information solely for the
purpose of selling and promoting the Services. The Reseller agrees to protect and maintain the
Confidential Information with the same degree of care but no instance less than a commercially
reasonable degree of care.
10.3 Definition of Confidential Information. In this Agreement, "Confidential Information" shall
mean s all non-public business-related information, written or oral, disclosed or made available by
the EC-COUNCIL to the Reseller, directly or indirectly, through any means of communication or
observation, but does not include information that:
10.3.1 is or belongs to public or known through no wrongful act of the Reseller.
10.3.2 the Reseller received in bad faith on a confidential basis from EC-Council.
10.3.3 was in the Reseller's possession before its disclosure by the disclosing party or its Resellers.
10.3.4 the Reseller developed independently without breach of this Agreement. or

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10.3.5 the EC-Council has explicitly approved, by Notice to the Reseller, for release to a third party.
11. Indemnification and Limitation of Liability:
11.1 Reseller's Indemnity: Both pParties shall indemnify EC-COUNCIL and its employees, officers,
agents, representatives, affiliates and/or subsidiaries against all claims, liability, and expenses
(including legal fees) arising from any third-party claim or proceeding brought against EC-COUNCIL
that alleges any negligent act or omission or willful conduct of the Reseller.
12. Limitation of Liability:
12.1 Mutual Disclaimer: Both Pparty will be liable for breach-of-contract damages that are remote,
indirect, incidental or speculative, or that the breaching pParty could not reasonably have foreseen
at the time of entering into this Agreement.
12.2 EC-Council’s Maximum Liability: EC-Council’s aggregate liability under this Agreement will not
exceed the total amount of consideration as provided in Section 1.2 of the
Agreementwithin12months prior to the event giving rise to such liability.
13. Compliance Obligations of Reseller:
a. Data Privacy: Resellerherebyrepresentsandwarrantsthatitshallcomplywithallapplicable data
privacy laws. Reseller shall ensure all necessary safeguards and agreements are in place in order to
ensure the proper handling of any data subject to applicable data privacy laws. The Reseller will
notify EC-COUNCIL of any obligations EC-COUNCIL may have under applicable data privacy laws prior
to transferring or storing any such data in or in conjunction with EC-COUNCIL’s services and related
products and content. Reseller agrees to indemnify, defend and hold EC-COUNCIL harmless for any
such violation of this Section. The collection, use, and disclosure of data in connection with Reseller’s
use of the services and content is subject to EC-COUNCIL’s privacy policy which can be found at
https://www.eccouncil.org/privacy-statement/ or such other URL locations which can be found at
EC-COUNCIL’s website as EC-COUNCIL may provide from time to time (“EC-COUNCIL’s Privacy
Policy”)
[b.] Anti-bribery and Corruption: The Reseller shall not permit any of its subsidiaries and affiliates or
any of its or their respective directors, officers, managers, employees, independent contractors,
representatives or agents (collectively, “Representatives”)to, promise, authorize or make any
payment to, or otherwise contribute any item of value to,directly or indirectly, any government
official or private party, in each case, in violation of the U.S. Act (“FCPA”), the United Kingdom Act
(“UKBA”), the Canadian of Foreign Public Officials Act (“CCFPA”), or any other applicable anti-
bribery or anti-corruption law applicable in the jurisdictions where EC-COUNCIL, the Reseller, or its
Representatives conduct business (collectively “Anti-Bribery Laws”). The Reseller shall cause each of
its subsidiaries and affiliates to, cease all of its or their respective activities, as well as remediate any
actions taken by the Reseller, its subsidiaries or affiliates or any of its ortheirrespective
Representatives in violation of any Anti-Bribery Laws. The Reseller shall also cause each of its
affiliates and subsidiaries to, maintain systems or internal controls (including, but not limited to,
accounting systems, purchasing systems and billing systems) to ensure compliance with such Anti-
Bribery Laws.
[c.] International Trade Control: Reseller acknowledges that the products, Services, technology, and
any associated technical data received from EC-COUNCIL in accordance with the terms hereunder are
subject to economic sanctions, export controls, and other restrictive trade measures enforced by the
United States and other applicable jurisdictions. In the performance of its obligations hereunder,

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Reseller shall at all times strictly comply with all laws, regulations and orders, and agrees to commit
no act which, directly or indirectly, would violate any such laws, regulations or orders, including
,without limitation,(1)the Export Administration Actof 1979,as amended (50 U.S.C. app. 2401-
2420)and the Export Administration Regulations,15 C.F.R. §§ 730-774 (“EAR”); (2) the Arms Export
Control Act, 22 U.S.C. § 2778, and the corresponding International Trafficing Arms Regulations
(“ITAR”); (2) the economic sanctions laws and regulations enforced by the U.S. Department of the
Treasury’s Officeof Foreign Assets Control(“OFAC”), 31 C.F.R. Part500et seq., and the U.S.
Department of State; and (iv) the anti-boycott regulations, guidelines, and reporting requirements
under the Export Administration Regulations and Section 999 of the Internal Revenue Service Code.
Additionally, Reseller shall not, and shall cause its representatives (if any) not to (a) export, re-export,
divert or transfer EC-COUNCIL Services or any direct product thereof to any destination, company or
person restricted or prohibited by the ITAR, EAR, or other applicable export controls, or(b) disclose
any data derived from EC-COUNCIL Services or any direct product there-of to any national of any
country when such disclosure is restricted or prohibited by the ITAR, EAR, or other applicable export
controls. Additionally, Reseller agrees that none of the products, Services, technology, or associated
technical data, or any direct product thereof is or will be shipped, transferred, or re-exported, directly
or indirectly, to proscribed or embargoed countries or their nationals, to any entity ort individual
subject to U.S. and other applicable economic sanction or export controls, or for use in nuclear
activities, chemical/biological weapons, or missile projects unless explicitly authorized in writing by
the U.S. Government. Reseller agrees to comply strictly with all U.S. export laws and assume sole
responsibility for obtaining licenses to exportorexporter re-export as may be required. Certain
product with encryption functions may be subject to additional restrictions, including restrictions on
distribution to government end-users outside the EU license free zone. Additionally, Reseller is solely
responsible for compliance with any import or use restrictions in Reseller’s countries of operation.
This provision shall survive the expiration or termination of this Agreement.
14. General Provisions:
[a.] Entire agreement. This Agreement contains all the terms agreed to by third parties
relating to its subject matter. It replaces all previous discussions, understandings, and
agreements. Further, the Reseller is an independent contractor. Nothing contained in this
Agreement creates a Reseller-ship, alliance, joint venture, employer/employee, principal-
and-agent, or any similar relationship between the Pparties apart from the Reseller-ship
and/or relationship established through this Agreement.
a.[b.] Amendment. This Agreement may only be amended by a verbal document signed by
both parties.
b.[c.] Assignment. The Reseller may not assign this Agreement or any of its rights or
obligations under this Agreement without EC-COUNCIL's prior written consent.EC-
COUNCIL may assign this Agreement or any of its rights or obligations under this
Agreement, effective upon Notice to the Reseller.

[d.] Notice: (i) All notices and other communications between the pParties must be in writing
and addressed to the respective pParty as follows:

EC-Council International Limited Reseller

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EC-Council

Attn: Attn:
Email ID: Email ID:
(ii) Method of Notice: Notices must be given by (1) personal delivery, (2)a nationally-
recognized, next-day courier service, (3) first-class registered or certified mail, postage
prepaid, (4) fax or (5) electronic mail to the party's address specified in this aAgreement
,or to the address that a party has notified to be that party's address for the purposes of
this section.
(iii) Receipt of Notice: A Notice given in accordance with this Agreement will be effective
upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and
the fifth (5th) business day following mailing.
c.[e.] Remedies Cumulative. The rights and remedies availabletoapartyunderthisAgreement
are cumulative and in addition to,notexclusiveoforinsubstitutionfor, any rights or
remediesotherwiseavailabletothatparty.
d.[f.] Survival. Sections 2, 7.4, 10, 11, 12, 13 and 14 survive the renewalofthisAgreement.
e.[g.] Severability. If any part of thisAgreementisdeclaredunenforceableorinvalid, the
remainderwillcontinuetobevalidandenforceable.
f.[h.] Waiver. A party’s failure or neglect to enforceanyofrightsunderthisagreementwill not be
deemedtobeawaiverofthatparty's rights.
g.[i.] Equitable Relief. The Reseller acknowledgesthatitsbreachorthreatenedbreachofanyits
obligations under Section 11 (Confidentiality) wouldnotbesusceptibletoadequaterelief by
way of monetary damages only. Accordingly, EC-COUNCILmay,inthatcase,applytocourtfor
any applicable equitable remedies(includinginjunctiverelief),withouttheneedtopost any
security.
h.[j.] Governing Law. This Agreement shall be deemed tohavebeenmadeinIndiaandshallbe
construed and enforced in accordance with,andthevalidityandperformancehereofshall be
governed by the laws of the Malaysia,withoutreferencetoprinciplesofconflictoflaws
thereof. Judicial proceedings regarding anymatterarisingunderthetermsofthis Agreement
shall be brought solelyintheCourtsofMalaysia.
i.[k.] Dispute Resolution: Any controversyorclaim(“Dispute”)arisingoutoforrelatingtothis
contract, or the breach thereof, shall besubmittedtotheKualaLumpurRegionalCentrefor
Arbitration ("KLRCA") for arbitration in accordancewithitsrulesinforceatthetimeof
application for arbitration ("Arbitration Rules"). Thevenueandseatofarbitrationshall be
Kuala Lumpur, Malaysia. The language ofarbitrationshallbeEnglish,andthearbitration shall
be conducted inaccordancewiththeArbitrationRules.
j.[l.] Waiver of Jury Trial. Each party irrevocablywaivesitsrightstotrialbyjuryinanyaction or
proceeding arising out of orrelatingtothisagreementorthetransactionsrelating to its
subject matter.
k.[m.] Headings. The headings used in thisAgreementanditsdivisionintosections,schedules,
and othersubdivisionsdonotaffectitsinterpretation.
l.[n.] Internal References. ReferencesinthisAgreementtosections,schedules,andother
subdivisionsaretothosepartsofthisAgreement.
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m.[o.] Schedules and Exhibits. The followingareattachedtoandformpartofthisagreement:

Schedule A: ListofServices
Schedule B: ListofRates
n.[p.] Counterparts. This Agreementmaybesignedinanynumberofcounterparts,eachofwhich is
an original andallofwhichtakentogetherformonesingledocument.
o.[q.] Effectiveness of Agreement.
ThisAgreementiseffectiveasoftheEffectiveDate,evenifanysignaturesaremadeafterthatdate
.

EC-Council Reseller

Signature: _____________________ Signature: _____________________

Name: Name:

Title: Title:

Date: _________________________ Date: _________________________

,

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SCHEDULE A
List of Services and Standard Rates and Commission

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