Reseller Application

Contents Terms and Conditions Mutual Non Disclosure Agreement Credit Application Credit Information Release Credit Card Authorization

TERMS AND CONDITIONS PRICING Prices are provided upon request. Unless otherwise specified, charges for an order will include only those for products, shipping and handling, and applicable sales taxes. Tekkeon prices are subject to change. Tekkeon reserves the right to update and/or modify product price at anytime. Resellers will be contacted in writing 30 days prior to a price change. PAYMENT OPTIONS Tekkeon offers three payment options to its resellers: •

Credit Card (American Express, Discover Card, MasterCard, and Visa)

•

COD Company Check (A credit application must be submitted in order to obtain credit approval.)

•

Credit Terms (A credit application must be submitted in order to obtain credit approval.) Applicant agrees to pay interest in the amount of 1.5 percent per month, or the highest rate permitted by law, whichever is less, on any payment past due, pursuant to the terms set forth on each invoice until collected.

PURCHASING Tekkeon products can be ordered via phone, fax, email, or on-line. Our sales representatives are ready to assist you five days a week, between 8:30 a m. and 5:30 p.m. PST. Purchase orders can be submitted to Tekkeon via fax, email, or mail. Purchase orders must contain the following information: P.O. number, product description and model number, quantity, unit price, requested delivery date, and shipping instructions. Tekkeon will provide the expected delivery date and quantity via fax within 24 hours. SHIPPING & HANDLING Tekkeon ships products to all 50 United States FOB Tustin, California. Orders typically are shipped within one business day via UPS Ground, unless otherwise requested. Multiple-item orders will be shipped together. If any item is placed on backorder, items in stock may be shipped separately. WARRANTY POLICY All Tekkeon products are warranted to be free of operational defects for a period of one (1) year from the date of consumer purchase. The limited warranty will be considered void if the unit is tampered with, subject to misuse, negligence or accidental damage, or has been improperly serviced. This warranty is limited to replacement only and shall not cover any other damages. PRODUCT RETURN POLICY Damaged in Shipment If an item has been damaged during shipment or shipped in error, Tekkeon should be contacted within five business days of receipt of product. In this case, a replacement product will be shipped immediately and no additional charges or credits will be applied to the reseller’s account. Defective Products Defective products that are under warranty can be returned to Tekkeon for exchange. To return product to Tekkeon, resellers must request and receive a Return Merchandise Authorization (RMA) number from Tekkeon. Standard Returns Products (excluding damaged or defective products) returned to Tekkeon within 30 days of shipment are subject to a 15% restocking fee. Return Merchandise Authorization To return products to Tekkeon, resellers must request and receive a Return Merchandise Authorization (RMA) number from Tekkeon. Returned products should be shipped to: Tekkeon, Inc. c/o Product Name RMA # xxxxx 3002 Dow Avenue, #134 Tustin, CA 92780 714-832-1266 ONLINE SERVICE User Guides and frequently asked questions for all Tekkeon products are provided in the Support section of the Tekkeon web site at www.Tekkeon.com/support. RECORDS AND REPORTS Tekkeon may ask reseller to provide sell-through reports, that include units on-hand, sell-through, and projected re-orders. As a reseller of Tekkeon, Inc. products, I hereby agree to the terms and conditions required by Tekkeon, Inc. and set forth in this document. Date:

Signature:

Title:

Fax this form to Tekkeon, Inc., Attn: Sales at 714.573.8103 or email to [email protected].

Rev. C2

3002 Dow Avenue, #134 Tustin, CA 92780

MUTUAL NON DISCLOSURE AGREEMENT

THIS AGREEMENT is made on __________________ by and between Tekkeon, Inc. a California corporation having offices (Date)

at 3002 Dow Ave, #134, Tustin, CA 92780 ("TEKKEON"), and _______________________________________________________ at (Reseller)

___________________________________________________________________________________________ (“RESELLER”). (Address)

1. Purpose. TEKKEON and RESELLER wish to consider a possible business transaction (the "Transaction") in connection with which each may disclose its Confidential Information to the other. 2. Definition. "Confidential Information" means any information, technical data, source code, or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, specification, designs, drawings, diagrams, engineering, documentation, procedures, employees and business, financial, marketing and pricing plans and strategies, which Confidential Information is designated in writing to be confidential or proprietary, or, if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data or know-how which (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party's files and records or other competent evidence immediately prior to the time of disclosure; or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party in violation of such party's obligations under this Agreement, (iii) is approved for release by the disclosing party, or (iv) is at any time disclosed to the receiving party by a third party or parties without, to the knowledge of the receiving party, violation of any obligation of confidentiality. 3. Non-Disclosure of Confidential Information. TEKKEON and RESELLER agree not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except to carry out discussions concerning and the undertaking of the Transaction. Neither party will disclose the Confidential Information of the other to third parties or to the first party's employees except employees who are required to have the information in order to consider and carry out the Transaction. Each party has had or will have employees to whom Confidential Information of the other party is disclosed sign an agreement in content substantially similar to this Agreement and will notify the other party in writing of the names of the persons to whom Confidential Information is disclosed promptly after such disclosure. Each party agrees that it will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information of the other in order to prevent it from falling into the public domain or the possession of unauthorized persons. Each party agrees to notify the other party in writing of any misuse or misappropriation of the Confidential Information of such other party that may come to the first party's attention. 4. Return of Materials. Any materials or documents which have been furnished by one party to the other will be promptly returned, accompanied by all copies of such materials or documents, after the Transaction has been rejected or concluded. 5. Patent or Copyright Infringement. Nothing in this Agreement is intended to grant any rights under any patent or copyright of either party, nor shall this Agreement grant either party any rights in or to the other party's Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to enter into the Transaction. 6. Term. The foregoing commitments in this NDA shall continue until a signed agreement between both parties terminates this agreement. 7. No Publicity. TEKKEON and RESELLER each hereby agrees not to publicize, and to treat as confidential, the fact and nature of the business relationship between the parties without the express written consent of the other party, which consent will not be unreasonably withheld, except as required by law or to third parties who agree in writing not to disclose such information to others. 8. Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and assigns, provided that Confidential Information may not be assigned without consent of the disclosing party. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. 9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of California. The federal and state courts within the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. 10. Remedies. Each party agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other party's business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach of any covenant or agreement set forth herein. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the other party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages.

Rev. C2

3002 Dow Avenue, #134 Tustin, CA 92780

MUTUAL NON DISCLOSURE AGREEMENT – Page 2 of 2

IN WITNESS WHEREOF, the parties intending to be legally bound one to the other have executed this Agreement as of the day and year first above written. TEKKEON, INC.

RESELLER

By:_______________________________________

By: _______________________________

Name: __Jerry Yang__________________________

Name: ____________________________

Title: ___President___________________________

Title: _____________________________

Rev. C2

3002 Dow Avenue, #134 Tustin, CA 92780

CREDIT APPLICATION To request credit terms, please complete all of the information below. This information will be used only for credit approval and will be held in the strictest confidence. LEGAL NAME AND BILLING ADDRESS

‰ Proprietorship ‰

Partnership

‰ Corporation

Company Name Year Business Started: Street Address Are you purchasing for resale? Yes ‰ City

State

No ‰

Zip Resale Permit No.:

( ) Phone ( ) Fax

Will Parent company guarantee? Yes ‰ No ‰

Name and Address of Parent Company: PRINCIPALS Name

Address

Title

Soc. Sec. #

Name and Address of Landlord/Mortgage Holder: ______________________________________________________________________________ TRADE REFERENCES Name

Address

City, State, Zip

Phone

BANK REFERENCES ( ) Phone

Bank Name Address

Checking Acct. #

City

State

Zip

Loan Acct. #

I hereby authorize Tekkeon, Inc. to obtain credit reports and other financial information as a means of determining my company’s financial capability and credit worthiness prior to accepting and entering into this agreement and during the term of this agreement at such time Tekkeon, Inc. deems it to be reasonably necessary. I further authorize the trade references and bank references listed above to release all financial information about my business accounts to Tekkeon, Inc. This application is for the purposes of requesting credit for the purchase of goods on open account. The undersigned, under penalty or perjury, attests that all information contained in this application is true and correct. This credit application and agreement is subject to the terms and conditions which are hereby agreed to and made a part of this agreement (see Terms and Conditions). The undersigned has read this credit application and agrees to be bound by its statements, terms and conditions herein.

Date:

Signature:

Title:

Fax this application to Tekkeon, Inc., Attn: Sales at 714.573.8103 or email to [email protected]. Please include a copy of your Resale Permit.

Rev. C2

3002 Dow Avenue, #134 Tustin, CA 92780

CREDIT INFORMATION RELEASE

Company name(s) as it appears on the bank account(s):

hereby authorizes (Bank Name)

to release credit information to Tekkeon, Inc. for the purpose of establishing credit, on this day of

, 2005.

Please release credit information, using the form provided, on the following account type(s): ‰ Checking

Account #

‰ Checking

Account #

‰ Savings

Account #

‰ Line(s) of Credit

Account #

‰ Other ________________

Account #

Signed _____________________________________ Date: _______________________ (Authorized Signer on Account)*

* This form must be signed by an authorized signer for the account(s) listed.

Rev. C2

3002 Dow Avenue, #134 Tustin, CA 92780

CREDIT CARD AUTHORIZATION

Credit Card Number: Visa MasterCard Discover American Express

‰ ‰ ‰ ‰

Personal Corporate

‰ ‰

Name as it appears on the credit card: ________________________________________ Expiration: ___________ Credit Card Billing Address:

Agreement: I intend to use the credit card noted above to purchase consumer electronic products from Tekkeon, Inc. I agree that I will not dispute the charges made by Tekkeon, Inc., and will honor their terms and condition of the sale as indicated in the Reseller Terms and Conditions and in the Product Warranty. I further authorize Tekkeon, Inc. to use the credit card listed above for this and future transactions.

Authorized Signature: _____________________________________________ Date: _________________________

Submit this form, along with a copy of the front and back of the credit card, to Tekkeon, Inc.

Rev. C2

3002 Dow Avenue, #134 Tustin, CA 92780