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Authorized Reseller Agreement

In: Business and Management

Submitted By MARINO5000
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SAMSUNG RESELLER AGREEMENT
CONFIDENTIAL AND PROPRIETARY INFORMATION

This Reseller Agreement (“Agreement”) is entered into by and between Samsung Telecommunications America, LLC, a limited liability company created and existing under the laws of the State of Delaware having executive offices at 1301 East Lookout Rd., Richardson, Texas 75082 (“Samsung”), and ________________, created and existing under the laws of the State of ______________________ having executive offices at _______________ (authorized “Reseller”). 1. SCOPE AND GRANT OF RIGHTS For authorized Products and subject to the terms herein, Reseller is hereby granted a personal, nontransferable, nonexclusive right to purchase from Samsung Authorized Distributors Accessories for Resale to End Users within the United States (“Territory”). In order to Resell Accessories through use of the internet, Reseller must be approved by Samsung and agree to additional terms and conditions. 2. DEFINITIONS For the purpose of this Agreement, certain terms have been defined below: a) “Accessories” means authorized Samsung Products; provided such authorizations shall be determined at the sole discretion of Samsung. For the avoidance of doubt, Accessories, as it is used herein, shall be limited to those products offered by Samsung Telecommunications America, LLC and does not include products offered by any other Samsung Telecommunications America, LLC affiliate. b) “Authorized Reseller” means a person or entity that is authorized in writing by Samsung to distribute and resell Accessories in accordance with Samsung policies, procedures and terms and conditions. c) “Distribute,” “Distribution,” “Resale” or “Resell” means the offer or sale of Accessories. d) “End User(s)” means a person or entity that acquires Accessories, for its own use within the Territory, and not for Resale. e) “Retail Price” means the price identified by Samsung as the suggested retail price for Accessories listed in Samsung’s Product Catalog(s). f) “Samsung Authorized Distributor” means the entities identified by Samsung as authorized to resell Samsung Accessories to Authorized Resellers. g) “Unauthorized Reseller” means a person or entity that acquires Samsung accessories that are identical to Accessories, or purported to be Samsung Accessories, for resale and not for its internal use and without permission or authorization in writing from Samsung. 3. TERM This Agreement is effective on ______________ (“Effective Date”) and shall expire on December 31, 2014 (“Term”) unless otherwise terminated in accordance with this Agreement. 4. RELATIONSHIP 4.1 Each party agrees that: a) Reseller is an independent contractor and this Agreement is non-exclusive; b) Neither party is a legal partner, representative, employee, franchisee, nor agent of the other; c) This Agreement does not create a joint venture between the parties or any arrangement to agree to a sharing of profits and losses; d) Each party is responsible for its own expenses in meeting its obligations under this Agreement; e) Neither party will create or assume any obligations on behalf of the other or make any representations or warranties on behalf of the other, unless expressly authorized in writing; f) Each party agrees that it has the full power and authority to enter into this Agreement and carry out the actions contemplated; g) Samsung may discontinue/retire an Accessory upon thirty (30) days written notice; h) In the event of any third party claim or defense or prosecution of any litigation each party shall provide to the other such assistance as may be reasonably required; i) Samsung does not guarantee the results of any of its marketing plans or programs; and 4.2 Reseller agrees to: a) Employ a competent and aggressive sales and technical support organization and provide appropriate facilities, tools and equipment to Resell the Accessories; b) Perform or comply with the terms and conditions specified in any Samsung discount or promotional program, policy, or as may otherwise be specified in writing by Samsung; c) Comply with and meet or exceed all applicable industry standards for sales of the Accessories Distributed by Reseller under this Agreement; d) Distribute the Accessories to End Users within the Territory in accordance with the terms and conditions of this Agreement. The pricing Reseller receives from Samsung is contingent on Reseller’s agreement to (i) Resell Accessories solely to End Users, (ii) purchase only Accessories directly from Samsung Authorized Distributors, and (iii) refrain from purchasing or selling products purported to be Samsung products. Such activities are strictly prohibited; e) Be responsible for addressing all warranty issues with its customers and for that portion of any warranty which exceeds, whether in time or scope, that provided for the applicable Accessory to Reseller by the Samsung Authorized Distributor;

f) g) h) i) j) k) l) 4.3 a) b)

Offer to all of its End Users a warranty for each Distributed Accessory which is substantially the same (or greater) as the warranty extended to Reseller by the Samsung Authorized Distributor for the same Accessory; Be responsible for customer satisfaction for all Reseller activities with its End Users; Promptly make available to Samsung, documents that Reseller is required to maintain under this Agreement (for example, point of sale information); Be responsible for sending Reseller employees or subcontractor employees to required training and, if applicable, paying for such training; Provide a rolling, non-binding forecast of Accessory orders from time to time as requested by Samsung; and Purchase all its requirements of Accessories solely from Samsung Authorized Distributors in the Territory that are authorized by Samsung to sell the Accessories. The purchase of Accessories from any other source is strictly prohibited. Reseller will comply with Samsung’s advertising guidelines set forth in Exhibit B. Samsung agrees to: Provide certain marketing and promotional support to Reseller; and Provide other programs of support to Resellers or End Users, as may be available from time to time, subject to applicable terms and conditions.

5. TRADEMARKS Reseller is permitted to use trademarks as may be specifically approved by Samsung at Samsung’s sole discretion (“Trademarks”), in support of the sale of the Accessories as contemplated under this Agreement, only in the geographic Territory authorized under this Agreement, only in association with the Accessories Reseller is approved to market and Distribute, only in accordance with the guidelines provided by Samsung, and in such a manner as not to jeopardize the validity of the Trademarks or to damage or detract from Samsung’s goodwill or interest in the Trademarks. Reseller shall not use the Trademarks in association with any other trademark so as to create a composite mark of any kind. Reseller shall submit to Samsung for prior approval all advertising and other material on which the Trademarks appear or are intended to be used. Reseller shall send to Samsung a soft copy of completed material, along with a description of the proposed use and placement, a minimum of two (2) business days prior to the intended date of production. Samsung reserves the right to withhold any such approval at its sole discretion and any such approval by Samsung does not constitute an endorsement or approval of the advertisement’s content. Reseller agrees that the Trademarks will not be modified in any way and further agrees to promptly modify any advertising or promotional materials that do not comply with Samsung’s guidelines. Any complaints regarding the use of any Trademark shall be promptly forwarded to Samsung. Reseller’s right to use the Trademarks shall end when this Agreement ends. Reseller acknowledges that the Trademarks and all goodwill associated therewith are, and shall remain, the sole property of Samsung. LIMITED WARRANTY 6. Products purchased by Reseller from Samsung Authorized Distributors are warranted through Samsung Authorized Distributors, who are responsible for managing and resolving any Reseller warranty claims. CONFIDENTIAL INFORMATION A. Definition of Confidential Information. “Confidential Information” shall mean all information, technical data or know-how, in whatever form, which the disclosing Party (the “Discloser”) transmits to the receiving Party (the “Recipient”) in any manner, even if disclosed to Recipient prior to the Effective Date, relating to the properties, business activities or operations of Discloser, including, without limitation, (i) all information of Discloser disclosed in writing or other tangible form and that is plainly marked by Discloser as confidential or “proprietary” or other similar wording, including, without limitation, all customer data and information, trade secrets, patents, specifications, know-how, designs, drawings, sketches, models, notes, documents, samples, reports, plans, forecasts, methods of doing business, current or historical data, computer software and programs, codes and all other technical, financial or business information; (ii) all information of Discloser that is not known to the public, without regard to the form in which such information is disclosed; (iii) any and all of the foregoing which is prepared by Recipient or its employees or agents that contains, reflects or is based upon, in whole or in part, any of the Confidential Information; (iv) the contents of discussions and negotiations between the Parties concerning this Agreement; and (v) with respect to Samsung, the Deliverables and all Feedback. Confidential Information shall not include information that Recipient can demonstrate: (A) is or (through no improper action or inaction by Recipient or any affiliate, agent, consultant or employee of Recipient) becomes part of the public domain; (B) was lawfully in the possession of or known by Recipient on a non-confidential basis prior to the time of disclosure by Discloser (and such prior possession or knowledge can be demonstrated by written documentation); (C) was received on a non-confidential basis from a third party having a lawful right to disclose such information; or (D) was independently developed by Recipient without reference to or use of the Confidential Information as demonstrated by Recipient’s records. The Parties agree to use reasonable efforts to summarize the content of any oral disclosures which are proprietary or confidential in nature; provided, however, that any failure to provide such summary shall not in any way affect the classification of such disclosures as Confidential Information under this Agreement, or detract from the protection afforded to such Confidential Information under this Agreement, to the extent that such Confidential Information was identified as confidential or proprietary when such oral disclosure was made. 7. B. Non-Disclosure and Use. Recipient agrees not to use the Confidential Information of Discloser for any purposes other than in furtherance of this Agreement. Recipient shall not disclose Discloser’s Confidential Information to any person or entity

other than Recipient’s employees, agents, advisors and representatives with a need to know the Confidential Information in order to carry out the purpose of this Agreement and who agree to be bound by Recipient’s obligations under this Agreement with regard to nondisclosure and use of such Confidential Information. Recipient agrees that it (and that its employees, affiliates or agents) shall not reverse-engineer, decompile or disassemble any part of, or remove any proprietary marking from, Discloser’s Confidential Information. C. Care. Recipient shall use at least the same degree of care to safeguard and to prevent disclosure to third parties of Confidential Information as it employs to safeguard its own information of a similar nature, but in no event less than reasonable care. Recipient shall promptly (i) notify Discloser in writing of the details and circumstances of any unauthorized disclosure, misuse or misappropriation of any of Discloser’s Confidential Information (an “Unauthorized Use”) which may come to Recipient’s attention; (ii) use best efforts to rectify or cure such Unauthorized Use and retrieve any such disclosed Confidential Information; and (iii) use best efforts to provide assistance to and cooperate with Discloser to rectify or cure such Unauthorized Use and to prevent further misuse or disclosure of such Confidential Information. D. Mandatory Disclosure. If Recipient becomes legally compelled to disclose any of Discloser’s Confidential Information, Recipient shall (i) promptly notify Discloser of such requirement before any disclosure is made so that Discloser may seek a protective order or other appropriate remedy limiting disclosure or use of such information; and (ii) provide reasonable assistance to Discloser to seek such remedy at Discloser’s expense. If such protective order or other remedy is not obtained, Recipient may furnish only that portion of such Confidential Information that, in the written opinion of its legal counsel, it is legally required to disclose, and Recipient agrees to make commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information. E. Ownership; No Rights Granted. Discloser will retain the title and full ownership rights to its Confidential Information. No license, express or implied, in the Confidential Information is granted to Recipient other than to use the information in the manner and to the extent authorized herein. F. Return of Confidential Information. Upon the written request of Discloser, all of Discloser’s Confidential Information in tangible form shall be, at Discloser’s sole discretion, either promptly returned to Discloser or promptly destroyed by Recipient, and in either case not retained by Recipient or its affiliates in any form. Notwithstanding anything to the contrary contained herein, Recipient’s legal department may retain an archival copy of all or any portion of Discloser’s Confidential Information to the extent required by applicable law or regulation or for the purpose of defendant or prosecuting claims relating to this Agreement. The rights and obligations of the Parties regarding the non-disclosure and use of Confidential Information exchanged under this Agreement will survive any return, retention or destruction of any Confidential Information. 8. LIMITATION OF LIABILITY IN NO EVENT SHALL SAMSUNG (OR ITS SUPPLIERS OR AFFILIATES) BE LIABLE TO RESELLER FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, LOST PROFIT OR OTHER SIMILAR DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SAMSUNG’S TOTAL AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EXCEED THE AMOUNT PAID BY SAMSUNG TO RESELLER, IN THE AGGREGATE, FOR THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE ACTION OR CLAIM. 9. INDEMNIFICATION BY RESELLER Reseller agrees to indemnify, defend and hold harmless Samsung and Samsung’s directors, employees and agents (the ”Indemnitees”) from and against any and all losses, costs, liabilities or expenses (including but not limited to reasonable attorney’s fees) arising or resulting from: (i) the damage, loss or destruction of any real or tangible personal property caused by the negligence or other tortious conduct of Reseller or Reseller personnel; (ii) the death of, or bodily injury to, any individual caused by the negligence or other tortious conduct of Reseller or Reseller personnel; (iii) Reseller’s breach of any of its representations or warranties; (iv) any failure by Reseller or Reseller personnel to comply with Samsung policies and procedures provided to Reseller; (v) any fraud committed by, or the willful misconduct of, Reseller or Reseller personnel relating to the Agreement; (vi) any failure by Reseller to timely remit any taxes for which it has responsibility; (vii) any failure by Reseller or Reseller personnel to comply with laws for which it has responsibility; (viii) the breach by Reseller or Reseller personnel of Reseller’s obligations with respect to Samsung’s Confidential Information; and (ix) any aspect of the employment of any Reseller personnel, or the termination of such employment. Promptly after receipt by an Indemnitee of notice of the commencement or threatened commencement of any action or proceeding involving a claim in respect of which such Indemnitee is entitled to indemnification under this Section 12, the Indemnitee shall notify Reseller of such claim. No delay or failure to so notify Reseller shall relieve Reseller of its obligations under this Agreement except to the extent that Reseller has suffered actual prejudice by such delay or failure. Within five (5) days following receipt of notice from Indemnitee relating to any claim, but no later than fifteen (15) days before the date on which any response to a complaint or summons

is due, if applicable, Reseller shall notify Indemnitee that Reseller shall assume control of the defense and settlement of such claim (a “Notice of Assumption”). If Reseller delivers a Notice of Assumption within the required notice period, Reseller shall assume control (subject to Indemnitee’s right to participate) over the defense and settlement of the claim and diligently defend the claim; provided, however, that (i) Reseller shall keep Indemnitee fully apprised as to the status of the defense; and (ii) Reseller shall obtain the prior written approval of Indemnitee before entering into any settlement of such claim asserting any liability against Samsung, imposing any obligations or restrictions on Indemnitee, ceasing to defend against such claim or otherwise adversely impacting Indemnitee, as determined by Indemnitee in its sole discretion. If Reseller does not deliver a Notice of Assumption relating to any claim within the required notice period, or if, after the assumption of the defense by Reseller, Reseller has failed to defend the claim diligently, Indemnitee shall have the right to defend the claim in such manner as it may deem appropriate. Reseller shall promptly reimburse Indemnitee for all reasonable costs and expenses incurred by Indemnitee, including attorney’s fees, in connection therewith to the full extent of Reseller’s indemnification obligation under this Section. 10. TERMINATION

A. Termination for Convenience. Samsung may terminate this Agreement, in whole or in part, for convenience upon thirty (30) days’ written notice to Reseller. B. Termination by Samsung for Cause. Samsung may immediately terminate this Agreement by written notice to Reseller if (i) Reseller shall become insolvent or make a general assignment for the benefit of creditors; (ii) Reseller files a petition for bankruptcy or has filed against it a petition for bankruptcy which is not dismissed within ninety (90) days after being filed; (iii) Reseller proposes any dissolution or becomes involved in legal, financial or reorganization proceedings that, in the opinion of Samsung, interfere with the diligent performance and satisfactory completion of Reseller’s obligations hereunder; (iv) Reseller assigns, or attempts to assign, any of its rights or obligations under this Agreement without the prior written consent of Samsung. 11. NOTICES All notices, requests, demands, and determinations under this Agreement (other than routine operational communications) shall be in writing and shall be effective upon the earlier of a) receipt if delivered by hand, b) on the delivery date if delivered by electronic mail, c) one (1) business day after being given to an express, overnight courier with a reliable system for tracking delivery, d) when sent by confirmed facsimile with a copy delivered by another means specified in this Section, or e) four (4) business days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed as set forth in the applicable Samsung application. Either party may change its address or designee for notification purposes by giving the other prior written notice of the new address or designee and the date upon which it will become effective. 12. RECORD KEEPING AND AUDITS Reseller shall keep full, true and accurate records and accounts, in accordance with generally accepted accounting principles, of each Accessory purchased and Resold, including information regarding compliance with Samsung marketing and sales programs, end user names and locations. Reseller shall make these records available for audit by Samsung within ten business days prior written notice, during regular business hours, at those locations where Reseller may maintain the relevant records. Reseller shall bear all cost incurred by Samsung in the performance of any audit which discloses any material breach of this Agreement. Examples of such material breach by Reseller include resale, installation and maintenance of Accessories outside Reseller’s approved Territory; and purchase of Accessories from sources other than a Samsung Authorized Distributor. Reseller additionally acknowledges that from time to time Samsung or its independent auditors may conduct additional specific audits with the purpose of monitoring and ensuring compliance by Reseller with Samsung’s policies and applicable laws. When requested, Reseller shall collaborate with Samsung’s auditors and provide accurate and truthful information. Reseller acknowledges and accepts that, in addition to the above audit rights, Samsung may directly contact any End User at anytime in order to verify and/or inform End Users about Resellers compliance or noncompliance with this Agreement and Samsung’s policies. GENERAL 13. a) Samsung and Reseller shall comply with all applicable federal, state and local laws and regulations regarding the general conduct of business. b) Neither party shall be responsible for delays or failures in performance of this Agreement resulting from acts or occurrences beyond the reasonable control of such party. In the event that any such force majeure shall continue for more than thirty (30) days, then the parties shall enter into good faith negotiations directed toward a mutually acceptable resolution of outstanding obligations. c) Each party represents to the other that it has not offered or given, and will not offer or give, to any employee of the other, any gratuity with a view toward securing any business from the other or toward influencing such person with respect to the terms, conditions or performance of this Agreement. The foregoing provision shall not apply to any publicly announced Samsung sales incentive plan in which Reseller may allow its employees to participate.

d) Reseller may not assign any rights or delegate any duties arising out of this Agreement without the prior written consent of Samsung. Any such attempted assignment and/or delegation shall be void. e) In the event that any provision of this Agreement or portions thereof are held to be invalid or unenforceable, the remainder of this Agreement will remain in full force and effect. f) Section headings contained in this Agreement are inserted for convenience only and shall not be considered to affect the meaning of the provisions of the body of the Agreement. g) No failure to enforce any provision, assert any right, or insist on performance of any obligation under this Agreement in any instance, shall be deemed a waiver of the ability to enforce such provision, assert such right, or insist on the performance of such obligation in the future. Except as stated herein, this Agreement may be amended only by a formal written amendment signed by a duly authorized representative of both parties, and any oral amendment shall be deemed void. h) Any provision which contemplates performance or observance subsequent to the termination or expiration of this Agreement, shall survive any such termination or expiration and continue in full force and effect. i) Reseller agrees to comply with all applicable export and import laws and regulations of the United States. This Agreement shall be construed under, and enforced in accordance with, the laws of the State of Texas (with the exception of such laws governing conflict of law questions). j) Samsung reserves the right to change pricing practices, policies, and programs for the Accessories at any time.

14. ENTIRE AGREEMENT This Agreement, and the Attachments set forth below, constitutes the entire agreement between the parties with respect to the contemplated relationship and supersedes all previous negotiations, proposals, commitments, writings, agreements, understandings of any nature whatsoever and any terms contained in any purchase order. ATTACHMENTS Exhibit A - Internet Reseller Terms and Conditions Exhibit B - Advertising Guidelines

[Signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

SAMSUNG TELECOMMUNICATIONS AMERICA, LLC By: ______________________________________ Name: ____________________________________ Title: _____________________________________

[____________________________________________________] By: ______________________________________ Name: ____________________________________ Title: _____________________________________

EXHIBIT A INTERNET RESELLER TERMS AND CONDITIONS This Attachment to the Samsung Authorized Reseller Agreement is intended to define the terms between Samsung and Reseller with regard to selling Accessories via the Internet. By executing this Attachment Reseller is authorized to Resell Accessories via the Internet and agrees to these terms and conditions which are incorporated into the Authorized Reseller Agreement between Samsung and Reseller. Unless defined herein differently capitalized terms have the meaning set forth in the Authorized Reseller Agreement. Definitions: • “Affiliate” means a separate website from Reseller's that advertises Samsung products and refers potential customers to Reseller's website by way of a hyperlink, but that does not actually sell Samsung products. • "Banner Ad" means graphical advertisements that appear embedded in HTML pages on a website. • “Content” means all text, pictures, sound, graphics, video and other data pertaining to Samsung products for use on Reseller's website. • "Cost Per Click Advertising" means advertisements placed on a website with a cost that is based upon the number of responses ("clicks") by people visiting the website. • "Domain Name' means the name specified for a given website and registered with an authorized registrar within the lnternet Domain Name System. • "lntellectual Property Rights" means any and all known or hereafter known tangible and intangible: (a) rights associated with works of authorship throughout the universe including but not limited to copyrights, moral rights and mask works; (b) trademark and trade name rights and similar rights; (c) trade secret rights; and (d) patent rights. • "Search Engine" means a website that provides the service of locating information available on the lnternet by way of user defined terms. • "Search Engine Advertising" is online advertising that is delivered by Search Engines whether the actual viewed page is coming directly from a Search Engine or from an organization that has partners with the Search Engine. • "Search Engine Data Feed' means websites that provide a service that delivers product catalog information from a variety of sources to assist in comparison shopping. • 'Website" means the pages under a given domain name on the lnternet. Terms: • This agreement shall pertain to the following Reseller website/domain name only: ______________. Reseller will have the right to offer and to sell the Accessories on the above identified website. • Reseller will not, at any given time, offer any Accessories on its website that are not currently available in its inventory. • Reseller may not offer or Resell Accessories on any other website without the written consent of Samsung. This includes Amazon Marketplace and marketplaces offered by other online and offline retailers. • Reseller's website shall be designed such that it is of high quality and in good taste, consistent with the image of Samsung products. • Reseller shall have the right to solicit and consummate sales to addresses within the United States only, and will not ship Accessories outside the United States. • All content on Reseller's web pages featuring or mentioning Samsung must be approved in advance by Samsung, and maintained to Samsung's satisfaction. • Reseller may not advertise Accessories in connection with its website without the prior consent of Samsung. • All internet advertising, including but not limited to, Banner ads; Cost-per-Click advertising, Search Engine advertising and Search Engine Data Feeds, or wording provided to any entity engaged in such advertising must be pre-approved by Samsung. • Accessories images may be obtained from Samsung or Samsung's website, and must be maintained in JPEG format or other format of equal or higher quality and approved by Samsung, and may not be enlarged or reduced without Samsung's prior consent. • Reseller agrees that it will not Resell or display any Accessories on its website that infringe Samsung’s lntellectual Property Rights. • Reseller may not advertise or Resell Accessories on ebay.com or any other auction website. • Subject to the terms and conditions of the Agreement, Samsung hereby grants to Reseller a limited non-exclusive, royaltyfree license to use Samsung’s trademarks, trade names, logos and other product designations (hereinafter collectively referred to as "the Marks") for the purposes of creating Content directories or indexes and for marketing and promoting the Samsung products and the Samsung hyperlink. Reseller may not, however, at any time use compensation in any form to take a priority position with a Search Engine that is higher than that of Samsung's website (www.samsung.com). Obtaining a priority position as a result of organic search engine optimization techniques will not constitute a violation of this provision, however. • Unless agreed by Samsung in writing, Reseller has no right to use Samsung's names or marks in any of Reseller’s advertising, publicity, or promotion, or express or imply any endorsement by Samsung of Reseller’s services.





• • •

Reseller's website shall include a fully operational shopping cart within the identified domain and purchases must take place on a secure server. At the time of the customer's purchase, Reseller must advise the customer of the availability and anticipated ship date of the Accessories ordered by the customer. Reseller shall send each customer an order confirmation via email at the time an order is placed. Reseller shall maintain a full inventory of all Accessories offered for sale on Reseller's website, which shall include a minimum of two units per item featured. Reseller will make its best efforts to ship all Accessories to the customer within 48 hours of the placement of an order, and will state the anticipated shipping date for any Accessories for sale on its website that would not be available for shipping within said 48 hour period. Reseller will also be responsible for all credit card fees and shall implement an appropriate policy to insure the security of credit card and other customer information, and to prevent online fraud. Reseller will use its best efforts to provide excellent customer service and Samsung reserves the right to randomly monitor customer satisfaction. Reseller must maintain a fully staffed customer service team dedicated to lnternet sales. The customer service email address and telephone number shall be prominently displayed in an easily accessible area on Reseller's website. Reseller will maintain detailed business records pertaining to all lnternet sales of Accessories in such a manner to establish compliance with the terms of this agreement. Specifically, Reseller will maintain all invoices or other documentation setting forth the name and address of each customer, the date of the order, the date of shipment of the order and the amount charged in total and per unit. Samsung shall have the right, upon reasonable notice, to inspect said records on a random basis to ensure compliance with the terms of this Agreement. Reseller may sell Samsung products to consumers directly, but shall not sell or divert products to any individual or entity for resale or export. Specifically, no Accessories will be sold to any individual or entity that Reseller might reasonably believe has the intention of reselling the goods or exporting them from the United States. Reseller shall institute appropriate security measures to the satisfaction of Samsung to fulfill its obligations under this paragraph.

EXHIBIT B ADVERTISING GUIDELINES Samsung Authorized Resellers’ Advertisements must follow the following guidelines and are subject to prior written approval by Samsung. Failure to follow these guidelines may result in termination of the Reseller Agreement by Samsung. 1. All Advertisement(s) must include Samsung model numbers that are complete or sufficient in Samsung’s sole and absolute discretion to specifically identify the advertised product(s). 2. Advertisement(s) must display appropriate brand name prominently containing the correct and authorized logo, product illustration, model number and mention at least one feature. Display advertisements deliberately depositing or illustrating Samsung Branded Products without brand names fail to meet merchandising principals that emphasize the value and quality of Samsung Branded Products. 3. When Samsung’s trademarks, logos and trade names are used, they must be used properly as indicated in the Samsung Logo & Trademark Usage guidelines available upon request. 4. All Advertisements must contain the correct product illustration corresponding to the model number. 5. Advertisements must not be deceptive and should comply with state and/or federal laws, e.g. models shown and/or features advertised must be related to the price indicated in the Advertisement.

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