DATED 8 August 2018

(1) MD5 LIMITED

And

(2) [DISTRIBUTOR]

___________________________________________________________

DISTRIBUTION AGREEMENT

___________________________________________________________

MD5.DA.2018.08.08 r3.6

TABLE OF CONTENTS PAGE

1 INTERPRETATION 3

2 APPOINTMENT 5

3 DISTRIBUTOR'S UNDERTAKINGS 5

4 SUPPLY OF PRODUCTS 6

5 DEMONSTRATION PRODUCT 6

6 SUPPORT AND MAINTENANCE 7

7 PRICES AND PAYMENT 7

8 ADVERTISING AND PROMOTION 8

9 COMPLIANCE WITH LAWS AND REGULATIONS 9

10 ANTI-BRIBERY COMPLIANCE 9

11 INTELLECTUAL PROPERTY 9

12 DATA PROTECTION 11

13 PRODUCTS LIABILITY AND INSURANCE 12

14 DURATION AND TERMINATION 12

15 EFFECTS OF TERMINATION 13

16 CONFIDENTIALITY 14

17 EXPORT 14

18 FORCE MAJEURE 14

19 ENTIRE AGREEMENT 15

20 ASSIGNMENT AND OTHER DEALINGS PROHIBITED 15

21 VARIATION 15

22 WAIVER 15

23 SEVERANCE 15

24 NOTICES 16

25 THIRD-PARTY RIGHTS16

26 COUNTERPARTS 16

27 NO PARTNERSHIP OR AGENCY 16

28 LANGUAGE 16

29 GOVERNING LAW AND JURISDICTION 16

SCHEDULE 1 TRADEMARK…………………………………………………………………………….....18

SCHEDULE 2 SOFTWARE ………………………………………………………………………………...19

ACCEPTANCE …. …………………………………………………………………………………………… 20

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THIS AGREEMENT is made on [Date]

BETWEEN:

(1) MD5 LTD, incorporated and registered in England and Wales with company number 04895973 whose principal place of work is 3 Woodside Court, Normanton, WF6 1SB (“MD5”); and

(2) FULL DISTRIBUTOR’S NAME ………………………………………………………………..

,

incorporated and registered in [COUNTRY] …………………………………………………...

with company number [NUMBER] …………………………………………………...

whose registered office is at [REGISTERED OFFICE ADDRESS]

…………………………………………………...…………………………………………………...…

………………………………………………...…………………………………………………...……

……………………………………………...…………………………………………………...

(“the Distributor”).

RECITALS

MD5 wishes to appoint the Distributor as its non-exclusive distributor for the promotion and sale of the Products in the Territory, and the Distributor wishes to promote and sell the Products under the terms of this agreement.

IT IS AGREED as follows:

1 INTERPRETATION

1.1 The definitions and rules of interpretation set out in this clause apply in this agreement:

“Business Day” means a day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business.

“Commencement Date” means the date of this agreement.

“Control” means the ability to direct the affairs of another person, whether by virtue of the ownership of shares, contract or otherwise.

“End Users” means the customers of the Distributor which purchase the Products.

“EULA” means the end user licence between MD5 and the End Users in relation to the Software as modified by MD5 from time to time.

“Demonstration Licence” means the licence granted to the Distributor by MD5 pursuant to clause 5.

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“Demonstration Product” means the dongle containing the Software supplied by MD5 to the Distributor for the sole purpose of the demonstration of the Software by the Distributor to third parties, who the Distributor reasonably considers are potential bona fide End Users. To avoid doubt, any reference to “Demonstration Product” will include the Software incorporated into the Demonstration Product.

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Materials” means any specifications, drawings, advertising, promotional or other material of MD5 whether written or electronic relating to the Products.

“Products” means the dongle provided by MD5 to the Distributor which includes the Software. To avoid doubt, any reference to “Product” will include the “Software”.

“Software” means the virtual forensic computing software, details of which are set out in Schedule 2 incorporated into the Products or the Demonstration Products (as the case may be) and any replacement software as notified by MD5 from time to time.

“Term” means the term of this agreement, as determined in accordance with clause 14.

“Territory” means worldwide.

“Trade Marks” means the trade marks identified in Schedule 1 together with any copyright related to such trademarks and any further trademarks which MD5 may, by express notice in writing, permit or procure permission for the Distributor to use in respect of the Products.

“Website” means the URL notified to the Distributor by MD5 which the Distributor will use to purchase the Products.

“Year” means the period of 12 months starting on the Commencement Date and each consecutive period of 12 months thereafter during the Term.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended

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or re-enacted from time to time, whether before or after the date of this agreement, and in the case of a reference to a statute is also to all subordinate legislation made under that statute whether before or after the date of this agreement.

1.8 A reference to “writing” or “written” includes faxes but not e-mail.

1.9 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates to the English legal term in that jurisdiction.

1.10 References to clauses and Schedules are to the clauses and Schedules of this agreement.

1.11 The words “include”, “including” and any similar words or expressions shall not limit the generality of any preceding words, or cause any following words to be construed as being limited to the same class as the preceding words where a wider construction is possible.

2 APPOINTMENT

2.1 MD5 appoints the Distributor as its non-exclusive distributor to distribute the Products in the Territory on the terms of this agreement for the Term. MD5 reserves the right to market and distribute Products in the Territory and may permit third parties to market and distribute Products in the Territory.

2.2 The Distributor shall not, except as expressly set out in this agreement or as permitted by law:

2.2.1 Sell the Products and/or the Software contained therein subject to any licence other than the EULA;

2.2.2 use, rent, lease, sub-licence, loan, translate, merge, adopt, vary or modify the Products or Materials nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

2.2.3 Disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software;

2.2.4 provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person;

2.2.5 Make alterations to, or modifications of, the whole or any part of the Products or Materials;

2.2.6 Represent itself as an agent of MD5 for any purpose;

2.2.7 Give any condition or warranty on MD5's behalf;

2.2.8 Make any representation on MD5's behalf; or

2.2.9 Commit MD5 to any contracts.

2.3 The Distributor may only sell the Products to End Users and shall not sell the Products to any third party that will sell or otherwise supply the Products.

2.4 The appointment of the Distributor only permits the Distributor to distribute the Products on the terms of this agreement and to demonstrate the Software on the terms set out in

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clause 5. It does not transfer any other right, title or interest to the Distributor. Use of the terms “sell”, “licence”, “purchase”, “licence fees” and “price” will be interpreted accordingly.

3 DISTRIBUTOR'S UNDERTAKINGS

3.1 The Distributor agrees that at all times during the Term it shall:

3.1.1 Use its best endeavours to promote the distribution and sale of the Products in the Territory;

3.1.2 Provide to MD5 such management information and reports as are requested by MD5 from time to time;

3.1.3 Keep full and proper books of account and records showing clearly all enquiries, quotations, transactions and proceedings relating to the Products;

3.1.4 Allow MD5, on reasonable notice, access to its accounts and records relating to the Products for the purpose of inspection; and

3.1.5 Inform MD5 immediately of any change of Control of the Distributor and of any change in its organisation or method of doing business which might affect the performance of the Distributor's duties in this agreement.

4 SUPPLY OF PRODUCTS

4.1 MD5's conditions of sale in force from time to time shall apply to all sales of the Products by MD5 to the Distributor under this agreement. If there is any inconsistency between MD5's conditions of sale and the terms of this agreement, the latter shall prevail.

4.2 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from this agreement.

4.3 The risk in the Products shall pass to the Distributor on completion of delivery.

4.4 Title to the Products shall not pass to the Distributor until MD5 receives payment in full in accordance with clause 7.

4.5 MD5 may make changes to the Products and shall give notice of any changes to the Distributor as soon as reasonably practicable.

4.6 MD5 agrees that at all times during the Term it shall provide any information and support that MD5 considers reasonable to support the Distributor to properly and efficiently discharge its duties under this agreement.

5 DEMONSTRATION PRODUCT

5.1 On request MD5 shall supply to the Distributor the Demonstration Product for a price specified by MD5 to the Distributor from time to time. Once activated by MD5, the Demonstration Product will be active for 30 days (“Demonstration Term”). After the Demonstration Term the Product will automatically cease to work and if the Distributor would like to reactivate the Demonstration Product and extend the Demonstration Term, it shall request an extension from MD5. On receipt of such request, MD5 shall consider the request and may decide in its entire discretion whether to allow the Demonstration Term to be extended. If MD5 allows the Demonstration Term to be extended, then the Demonstration Term shall be extended for a further 30-day period. Unless otherwise agreed between the parties, this process may be repeated each and every time that the Demonstration Term expires.

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5.2 Should MD5 provide the Distributor with the Demonstration Product then MD5 shall grant the Distributor a royalty free, personal, non-transferable, non-exclusive licence to use the Demonstration Product during the Demonstration Term for the sole purpose of demonstrating the Software to potential bona fide End Users (“Demonstration Licence”). For the avoidance of doubt, the Demonstration Licence does not grant the Distributor the right to use the Software for any purpose other than to demonstrate the Software and ‘live use’ is excluded.

5.3 Except for death, personal injury and fraudulent misrepresentation caused by MD5’s negligence, MD5 shall have no liability of any kind in any circumstances whatsoever to the Distributor in respect of the Demonstration Product greater than the limit set out in clause 5.4. In particular, MD5 shall have no liability in any circumstances whatsoever for any data loss or corruption greater than that limit and the Distributor agrees that it has sole responsibility for protecting its data during use of the Demonstration Product.

5.4 Subject to clause 5.3 above, MD5’s total liability to the Distributor in respect of all losses arising under or in connection with the Demonstration Product or its use or the Demonstration Licence, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not in any circumstances exceed the sum paid by the Distributor for the Demonstration Product.

5.5 Without prejudice to any other rights or remedies arising as a result of this agreement or the Demonstration Licence, the Demonstration Licence may be terminated during the Demonstration Term with immediate effect if:

5.5.1 MD5 gives written notice to the Distributor that the Distributor is in breach of any of its obligations under the Demonstration Licence or any other terms of this agreement;

5.5.2 MD5 gives written notice to the Distributor that MD5 is unable to allow the Distributor to continue to use the Demonstration Product as a result of a third-party claim in respect of the Intellectual Property Rights in the Demonstration Product; or

5.5.3 This agreement terminates.

5.6 Unless otherwise agreed between the parties in writing, on termination of the Demonstration Licence, the Distributor shall return to MD5 the Demonstration Product and all copies of all or part of the Demonstration Product on any tangible medium within two Business Days and shall delete all electronic copies of all or any part of the Demonstration Product.

5.7 The following clauses in this agreement will apply to the Demonstration Product 2.2, 4.1, 4, 7.6, 7.7, 7.8, 7.9, 7.10, 7.11, 9, 10, 11, 12 and 16, and any references to the Products and/or Software shall be deemed to apply to the Demonstration Product.

5.8 No representations, conditions, warranties or other terms of any kind are given in respect of the Demonstration Product and all statutory warranties and conditions are excluded to the fullest extent possible.

5.9 Clauses 5.3, 5.4 and 5.6 shall survive termination of this agreement.

6 SUPPORT AND MAINTENANCE

6.1 MD5 shall provide support and maintenance services to End Users in respect of the Products on the terms set out in the EULA or as otherwise notified to the Distributor and/or the End User (as the case may be) from time to time. The fee for this service will be payable each Year and the fee for the first Year shall be included in the price of the Products.

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6.2 On the expiry of each Year, the End User will have the option to renew the support services by making payment of the appropriate fee to MD5 directly or by making such payment via the Distributor. The fee payable for the service will be communicated to the Distributor and/or the End User (as applicable) by MD5 from time to time.

6.3 The parties agree that in no circumstance should the Distributor provide any support or maintenance services to End Users, other than to pass on advice and act as a mediator or translator.

7 PRICES AND DELIVERY

7.1 The Distributor shall submit an order for the Products on MD5’s website or by email (“Order”) which MD5 may in its absolute discretion accept or reject. MD5 shall be deemed to have accepted an Order when it notifies the Distributor of its acceptance in writing or (if sooner) when MD5 sends an invoice for the Order to the Distributor. For the purposes of this clause 7, “in writing” includes by email.

7.2 The prices to be paid by the Distributor to MD5 for the Products are to be the prices set out on Website when it is accessed by the Distributor using the user name and password provided to the Distributor by MD5 from time to time or, as otherwise notified to the Distributor from time to time.

7.3 MD5 may change the price of the Products at any time in its absolute discretion, provided that the prices for a particular order shall not be changed once that order has been accepted in writing by MD5.

7.4 MD5 shall provide a discount on the standard price of the Products. New signed distributors will receive a 10% discount for their first 12 months of trading as a VFC reseller. From thereon, the level of discount will be determined by the previous year’s performance according to the table below, and based upon the number of orders for the Products placed by the Distributor within a 12 months period and paid for in accordance with this clause 7:

No. of licences/renewals ordered and paid for: Discount Received (%)1-5 10%

6-20 15%21-49 20%50+ 25%

7.5 If no orders are placed in a period of 12 months, the reseller arrangement will be terminated unless negotiations have already been entered into between the Distributor and MD5 Ltd for the preservation of such an agreement. MD5 Ltd reserve all rights for final judgment on whether a reseller should be terminated or re-engaged following non-performance.

7.6 To avoid doubt, if an Order is via the Website, the discount set out in clause 7.4 above will be automatically applied to the standard price of the Products shown on the Website and unless otherwise agreed by MD5, the price of the Products as shown on the Website will in no circumstance be reduced further. If an Order is via email or any other method of communication, the price of the Product including the discount shall be notified to the Distributor by MD5.

7.7 Any and all expenses, costs and charges incurred by the Distributor in the performance of its obligations under this agreement shall be paid by the Distributor, unless MD5 has expressly agreed in advance in writing to pay these expenses, costs and/or charges.

7.8 The Distributor shall pay for an Order in full prior to delivery of the Products by MD5. To avoid doubt, MD5 shall not deliver any Order to the Distributor until payment in full for the

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Order has been made.

7.9 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. MD5 shall not be liable for any delay in delivery of the Products that is caused by the Distributor's failure to provide MD5 with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

7.10 MD5 may deliver the Products in instalments.

7.11 The Distributor may not withhold payment of any amount due to MD5 because of any set-off, counter-claim, abatement, or other similar deduction.

7.12 The Distributor shall be responsible for the collection, remittance and payment of any or all taxes, charges, levies, assessments and other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale, lease or other distribution of the Products.

8 ADVERTISING AND PROMOTION

8.1 The Distributor shall:

8.1.1 Be responsible for advertising and promoting the Products in the Territory; and

8.1.2 Observe all reasonable directions and instructions given to it by MD5 for the promotion and advertisement of the Products; and

8.1.3 Where the Distributor uses a company website to advertise products online, VFC shall feature among these products and the Distributor shall ensure that all descriptive content and information is up to date including the latest software version available from MD5 and the respective features and benefits.

8.2 MD5 shall supply or make available any promotional and advertising related Materials (“Marketing Materials”) that the Distributor reasonably requests at the cost of the Distributor.

8.3 Subject to clause 11.2, any Marketing Materials provided to the Distributor by MD5 may be altered and/or added to by the Distributor, including translating the Marketing Materials into another language, but only to the extent that no material changes are made to the Marketing Materials’ subject matter and no representations or guarantees are made in the altered versions of the Marketing Materials or otherwise that are not made in MD5’s Marketing Materials.

8.4 The Distributor shall withdraw any Marketing Materials, Materials, online advertising or other materials relating to the Products at MD5’s reasonable request.

8.5 VFC® The VFC pictorial logo (figurative mark), and name “VFC” (word mark) are registered trademarks of MD5 Ltd. and as such can only be used in conjunction with the promotion and advertising of Virtual Forensic Computing software from MD5. MD5 reserve the right to overrule, withdraw, ban or request changes to any literature bearing these marks.

9 COMPLIANCE WITH LAWS AND REGULATIONS

9.1 The Distributor shall be responsible for obtaining any necessary import licences or permits necessary for the entry of the Products into the Territory, or their delivery to the Distributor. The Distributor shall be responsible for any customs duties, clearance charges, taxes, brokers' fees and other amounts payable in connection with the importation and delivery of the Products.

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9.2 The Distributor warrants to MD5 that it has informed MD5 of all laws and regulations affecting the manufacture, sale, packaging and labelling of Products which are in force within the Territory or any part of it (“Local Regulations”) at the date of this agreement.

9.3 The Distributor shall give MD5 as much advance notice as reasonably possible of any prospective changes in the Local Regulations.

9.4 Subject to clauses 9.2 and 9.3 above, MD5 shall use reasonable endeavours to comply with any Local Regulations at the Distributors cost.

10 ANTI-BRIBERY COMPLIANCE

10.1 The Distributor shall:

10.1.1 Comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption (“Relevant Requirements”);

10.1.2 Have and shall maintain in place throughout the term of this agreement its own policies and procedures to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;

10.1.3 Promptly report to MD5 any request or demand for any undue financial or other advantage of any kind received by the Distributor in connection with the performance of this agreement;

10.2 The Distributor shall ensure that all of its agents and subcontractors who perform services or provide goods in connection with this agreement do so only on the basis of a written contract which imposes on and secures from such persons, terms equivalent to those imposed on the Distributor in this clause 10 (“Relevant Terms”). The Distributor shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to MD5 for any breach by such persons of any of the Relevant Terms.

10.3 Breach of this clause 10 shall be deemed a material breach under clause 14.2.2.

11 INTELLECTUAL PROPERTY

11.1 MD5 hereby grants to the Distributor the non-exclusive right in the Territory to use the Trade Marks during the Term for the promotion, advertisement and sale of the Products in accordance with the terms of this agreement.

11.2 The Distributor shall not alter or make any addition to the Trade Marks without the prior written consent of MD5.

11.3 MD5 makes no representation or warranty about the validity or enforceability of the Trade Marks or any of MD5’s other Intellectual Property Rights, nor as to whether do they infringe any Intellectual Property Rights of third parties in the Territory.

11.4 The Distributor shall not sub-license, transfer or otherwise deal with the rights of use of the Trade Marks or any other Intellectual Property Rights granted under this agreement.

11.5 The Distributor shall not do, or omit to do, anything in its use of the Trade Marks or other Intellectual Property Rights of MD5 that could adversely affect their validity.

11.6 If requested by MD5, the Distributor shall immediately enter into any agreement necessary for the recording, registration or safeguarding of any of MD5's Intellectual Property Rights in a form satisfactory to MD5, by signing a relevant document.

11.7 Each party shall promptly give notice in writing to the other if it becomes aware of:

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11.7.1 Any infringement or suspected infringement of any of MD5’s Intellectual Property Rights relating to the Products or Materials within the Territory; or

11.7.2 Any claim that any Products or Materials or the manufacture, use, sale or other disposal of any Products or Materials within the Territory infringes the rights of any third party.

11.8 In respect of any matter that falls within clause 11.7.1:

11.8.1 MD5 shall, in its absolute discretion, decide what action to take in respect of the matter (if any);

11.8.2 MD5 shall conduct and have sole control over any consequent action that it deems necessary; and

11.8.3 MD5 shall pay all costs in relation to that action and shall be entitled to all damages and other sums that may be paid or awarded as a result of that action.

11.9 In respect of any matter that falls within clause 11.7.2:

11.9.1 MD5 and the Distributor shall agree:

11.9.1.1 What steps to take to prevent or terminate the infringement;

11.9.1.2 The proportions in which they shall share the cost of those steps and any damages and other sums which may be awarded to or against them; and

11.9.1.3 Failing agreement between the parties, either party may take any action as it considers necessary or appropriate, at its own expense, to defend the claim and shall be entitled to and responsible for all damages and other sums that may be recovered or awarded against it as a result of that action.

11.10 The Distributor acknowledges that in relation to the Products and the Materials:

11.10.1 It does not have any right, title or interest in any Intellectual Property Rights or any updates or improvements to them; and

11.10.2 Any goodwill (and any other rights) in the Intellectual Property Rights which result from the use by the Distributor of the Intellectual Property Rights shall vest in MD5.

12 DATA PROTECTION

12.1 The following definitions and rules of interpretation in this clause apply in this agreement:

“Data Controller” shall have the meaning set out in the Data Protection Act 2018.

“Data Processor” shall have the meaning set out in the Data Protection Act 2018.

“Data Protection Legislation” shall mean the Data Protection Act 2018, the EU General Data Protection Regulation (GDPR), and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable, the guidance and codes of practice issued by the Information Commissioner.

“Data Subject” shall have the meaning set out in the Data Protection Act 2018.

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“Information Commissioner” shall mean the Commissioner defined in the Data Protection Act 2018;

“Personal Data” shall have the meaning set out in the Data Protection Act 2018.

“Processing” shall have the meaning set out in the Data Protection Act 2018.

“Staff” shall mean any persons employed by MD5 or the Distributor (as the case may be) or any servants, agents or supplier used to perform its obligations under this agreement.

12.2 Each party will, and will require that its Staff will, perform its obligations under this agreement in compliance with the Data Protection Legislation.

12.3 Each party will obtain and maintain all necessary registrations and notifications that they are obliged to obtain and maintain in accordance with the Data Protection Legislation in respect of performing its obligations under this agreement.

12.4 Each party shall provide appropriate information to Data Subjects as necessary and obtain any necessary consents for the Personal Data to be used as envisaged by this agreement.

12.5 Where a party is the Data Processor of another party, the Data Processor shall:

12.5.1 Process all Personal Data only in accordance with the written instructions given by the Data Controller from time to time;

12.5.2 Take reasonable steps to ensure the reliability of any of its Staff who have access to Personal Data;

12.5.3 Implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;

12.5.4 Not cause or permit the Personal Data to which this agreement relates to be transferred outside the European Economic Area (as defined in the Data Protection Act 1998) without the prior written consent of the Data Controller; and

12.5.5 Notify the Data Controller (within seven days) of any request received from a Data Subject to have access to their Personal Data or of any other communication relating directly to the processing of any Personal Data in connection with this agreement and provide all details of such request or communication to the Data Controller and provide reasonable assistance in relation to any such request or in response to any such communication.

13 PRODUCTS LIABILITY AND INSURANCE

13.1 Subject to clause 13.2:

13.1.1 MD5 shall not in any circumstances have any liability for any losses, costs or damages which may be suffered by the Distributor, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

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13.1.1.1 Special damage even if MD5 was aware of the circumstances in which such special damage could arise;

13.1.1.2 Loss of profits;

13.1.1.3 Loss of anticipated savings;

13.1.1.4 Loss of business opportunity;

13.1.1.5 Loss of goodwill;

13.1.1.6 Loss or corruption of data,

13.1.2 MD5's total liability to the Distributor in respect of all other losses arising under or in connection with the agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the cost of the Products in the 12 months preceding the relevant claim.

13.2 Nothing in this agreement shall exclude or limit liability for:

13.2.1 Death or personal injury caused by the negligence of MD5, its officers, employees, contractors or agents;

13.2.2 Fraud or fraudulent misrepresentation; or

13.2.3 Any liability which may not be excluded by law.

13.3 Clause 5.4 sets out MD5’s limits on liability in respect of the Demonstration Product.

13.4 This clause 13 shall survive termination of the agreement.

14 DURATION AND TERMINATION

14.1 This agreement shall come into effect on the Commencement Date and unless otherwise terminated in accordance with this agreement, shall continue in force until terminated by either party giving not less than one month’s prior notice in writing (“Term”).

14.2 Without limiting any other rights or remedies to which it may be entitled, either party may give notice in writing to the other terminating this agreement immediately if:

14.2.1 The other party fails to pay any undisputed amount due under this agreement on the due date for payment and remains in default for more than 14 days;

14.2.2 The other party commits a material breach of any material term of this agreement and (if that breach is remediable) fails to remedy that breach within 30 days of that party being required in writing to do so;

14.2.3 The other party repeatedly breaches any of the terms of this agreement in a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

14.2.4 an order is made or a resolution is passed for the winding up of the other party, or an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or such an administrator is appointed, or a receiver is appointed of any of the other party's assets or undertaking, or circumstances arise which entitle a court or a creditor to appoint a receiver or manager or which entitle a court to make a winding-up

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order, or the other party takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the other party with its creditors or an application to a court for protection from its creditors is made by the other party;

14.2.5 the other party, being an individual, is the subject of a bankruptcy petition or order, or dies, or, by reason of illness or incapacity (mental or physical), is incapable of managing his own affairs, or becomes a patient under any mental-health legislation;

14.2.6 The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

14.2.7 There is a change of Control of the other party; or

14.2.8 The other party purports to assign or otherwise transfer its rights or obligations.

15 EFFECTS OF TERMINATION

15.1 Termination of this agreement for any reason shall not affect any rights or liabilities accrued at the date of termination.

15.2 On termination:

15.2.1 The Distributor shall within two Business Days return to MD5 the Products and all copies of all or part of the Software on any tangible medium and any documents containing Personal Data and Confidential Information in its possession and shall completely delete all electronic copies of all or any part of the Software, Personal Data and Confidential Information;

15.2.2 The Distributor shall, at MD5's option, promptly destroy or return all Demonstration Products, Materials, specifications, technical pamphlets, catalogues, specifications and other materials, documents or papers that relate to MD5's business that the Distributor has in its possession or under its control (other than correspondence between the parties); and

15.2.3 The termination of this agreement shall not of itself give rise to any liability on the part of MD5 to pay any compensation to the Distributor, including but not limited to, for loss of profits or goodwill.

15.3 Subject to clause 15.2, all other rights and licences of the Distributor under this agreement shall terminate on the termination date including any Demonstration Licence.

15.4 Subject to clause 18, MD5 will fulfil any orders that it receives prior to termination of this agreement, provided that the Distributor has paid in full for the Products together with any expenses, costs, taxes or other similar charges due, pursuant to this agreement.

15.5 If the Distributor, as per term 3.1.1, is not making their “best endeavours to promote the distribution and sale of the Products in the Territory;”

16 CONFIDENTIALITY

16.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as provided by clause 16.2.

16.2 Each party may disclose the other party's confidential information:

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16.2.1 To those of its employees, officers, representatives or advisers who need to know that information for the purpose of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 16; and

16.2.2 As may be required by law, court order or any governmental or regulatory authority.

16.3 Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

16.4 The provisions of this clause 16 shall apply at all times during the Term and after termination of this agreement for as long as the Confidential Information retains its nature of confidentiality.

17 EXPORT

17.1 Neither party shall export, directly or indirectly, any technical data acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws”), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

17.2 Each party undertakes:

17.2.1 contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and

17.2.2 if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

18 WITHOLDING TAX

The Distributor shall make all payments under this agreement without withholding or deduction of, or in respect of, any tax, levy, impost, duty, charge or fee unless required by law. If any such withholding or deduction is required, the Distributor shall, when making the payment to which the withholding or deduction relates, pay to MD5 such additional amount as will ensure that MD5 receives the same total amount that it would have received if no such withholding or deduction had been required.

19 FORCE MAJEURE

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this agreement by giving seven days’ written notice to the affected party.

20 ENTIRE AGREEMENT

20.1 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

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20.2 Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.

20.3 Nothing in this clause shall limit or exclude any liability for fraud.

21 ASSIGNMENT AND OTHER DEALINGS PROHIBITED

21.1 This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract or deal in any other manner with any of its rights and obligations under this agreement, or purport to do any of the same, without the prior written consent of the other party.

21.2 Each party confirms that it is acting on its own behalf and not for the benefit of another person.

22 VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by or on behalf of both parties.

23 WAIVER

A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

24 SEVERANCE

24.1 If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of this agreement, and the validity and enforceability of the other provisions of this agreement shall not be affected.

24.2 If a provision of this agreement (or part of any provision) is found to be illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

25 NOTICES

25.1 Any notice or other communication to be given under this agreement shall be in writing and in the English language and may be delivered by hand or sent by pre-paid post (by airmail post if to an address outside the country of posting) or fax to the relevant party’s last-known trading address and marked for the attention of the Directors.

25.2 Any notice or document shall be deemed served:

25.2.1 If delivered by hand, at the time of delivery unless delivered after 5.00 pm in which case they shall be given on the next Business Day;

25.2.2 If posted, two Business Days after posting (five Business Days if sent by airmail post); and

25.2.3 If sent by fax, at the time of transmission printed on the transmission confirmation sheet provided that an error free transmission report has been

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received by the sender and if the time of transmission is after 5.00 pm on a Business Day or at any time on a day that is not a Business Day the notice shall be deemed to have been received at 9.00 am on the next Business Day.

25.3 Notices under this agreement shall not be validly served by e-mail

26 THIRD-PARTY RIGHTS

No person other than a party to this agreement shall have any rights to enforce any term of this agreement. The VFC logo and product name are registered trademarks and thus must be treated as intellectual property of MD5. Distributors are permitted to use the logo (and respective numerical iterations) in online and printed advertising provided that product information is current and up to date and a current, in-date and enforced distributor agreement is in place.

27 COUNTERPARTS

27.1 This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

27.2 No counterpart shall be effective until each party has executed at least one counterpart.

28 NO PARTNERSHIP OR AGENCY

Except as expressly provided, nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, nor authorise a party to make or enter into any commitments for or on behalf of the other party.

29 LANGUAGE

29.1 This agreement is drafted in the English language. If this agreement is translated into any other language, the English language text shall prevail.

29.2 Any notice given under or in connection with this agreement shall be in the English language.

30 GOVERNING LAW AND JURISDICTION

30.1 This agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

30.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement, its subject matter or formation (including non-contractual disputes or claims).

This agreement has been entered into on the date stated at the beginning of it.

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SCHEDULE 1

UNREGISTERED TRADEMARKS

VIRTUAL FORENSIC COMPUTING

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SCHEDULE 2

SOFTWARE

SPECIFICATION

 

VFC IS A USER CONTROLLED INTERFACE TO CREATE THE NECESSARY FILES REQUIRED FOR VMWARE TO RUN A VIRTUAL CLONE FROM A PRE-EXISTING INSTALLATION OF A WINDOWS SYSTEM.  THE IMAGE SUPPLIED CAN EITHER BE FROM A WRITE-BLOCKED PHYSICAL ORIGINAL SOURCE DISK, A RAW DD IMAGE, OR A MOUNTED FORENSIC IMAGE COPY IN E01 FORMAT.

VFC REQUIRES THAT A SUITABLE VMWARE VIRTUALISATION APPLICATION (WORKSTATION OR PLAYER) IS INSTALLED AND THAT THE VDDK VMWARE-MOUNT COMPONENT IS ALSO AVAILABLE.

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ACCEPTANCE

In accordance with the terms of discount set out in table 7.4, the discount received by

……………………………………………………………….. for the year

March …………………. to February ….………………. will be ………………………. %

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SIGNED by (Full Name)……………………………………..

For and on behalf of (company)…………………………….

In the presence of: ……………...…………………………….

Witness Signature: ………………………………………..….

Witness Name: .………………………………………..……..

Witness Address: ………………………………………….….

…………………………………………………………………..

…………………………………………………………………..

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DATA PROTECTION ALTERNATIVE CLAUSE TO BE INSERTED IN CLAUSE 12 IF THE DISTRIBUTOR IS SITUATED OUTSIDE OF THE EEA

12 DATA PROTECTION

12.1 The following definitions and rules of interpretation in this clause apply in this agreement:

“Data Protection Legislation” shall mean the Data Protection Act 1998 together with any regulations, local laws and/or legislation equivalent and/or similar to the Data Protection Act 1998 and any regulations, local laws and/or legislation protecting the privacy of individuals.

“Staff” shall mean any persons employed by MD5 or the Distributor (as the case may be) or any servants, agents or supplier used to perform its obligations under this

agreement.

12.2 The Distributor will, and will require that its Staff will, perform its obligations under this agreement in compliance with applicable Data Protection Legislation.

12.3 The Distributor shall inform MD5 as soon as reasonably practicable of any and all obligations which shall apply to it arising out of any Data Protection Legislation (other than the Data Protection Act 1998)

and MD5 shall use reasonable endeavours to comply with such Data Protection Legislation at the cost of the Distributor.]

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SIGNED by MR GEOFF BOYD…………………………..

For and on behalf of MD5 LTD

In the presence of: ……………………………………………

Witness Signature: …………………………………...………

Witness Name: ………………………………………………..

Witness Address: ……………………………………………..

…………………………………………………………………..

…………………………………………………………………..

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