VALUE ADDED RESELLER (“VAR”) AGREEMENT THIS AGREEMENT made between and entered into as of this _______ day of __________, 20____, (the “Effective Date”) by and between PAR Government Systems Corporation, a New York corporation with offices located at 421 Ridge Street, Rome, New York 13440-5600 “PGSC”), and ________ a _____________ corporation whose principle place of business is located at ________________________________________ (“VAR”). WITNESSETH: WHEREAS, PGSC has developed, is the owner of or has rights to sell certain software products, revisions and upgrades (“Products”) including Documentation (as hereinafter defined); and WHEREAS, VAR desires to license Products from PGSC, add value to such Products by integrating such Product into an existing or new product (“Solution”) then, market, promote, license, and service such Solution to Customers and End Users (as defined herein); and WHEREAS, PGSC and VAR have agreed to the terms and conditions governing such activities as a value added reseller, as set forth herein; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, PGSC and VAR do hereby agree as follows: 1. DEFINITIONS Unless otherwise defined herein, the following terms shall have the meanings set forth herein as follows: 1.1. "Agreement" means this Value Added Reseller Agreement including all the exhibits attached hereto and all modifications or amendments made in accordance with provisions of this Agreement. 1.2. “Customers” shall mean entities who have contracted for development of Solutions by VAR or purchased licenses for Solution from VAR for their own use or resale to others. 1.3. “Days” shall mean calendar days except as may be specifically provided otherwise herein. 1.4. "End Users" shall mean persons or entities who purchase licenses for the Solution for their own internal use and not for redistribution, remarketing, timesharing or service bureau use. 1.5. “Initial Term” shall mean the period set forth in Subsection 10 below. 1.6. “List Price” shall mean PGSC’s non-discounted quantity one price. 1.7. “Products” shall mean the PGSC software products set forth in Attachment A hereto, together with any and all revisions and upgrades including Documentation, which VAR is authorized to integrate in Solutions. Base VAR/LS/VAM 7/02

1 2010

1.8. “Term” shall mean the Initial Term of this Agreement plus any renewal terms of this Agreement. 1.9. “Solultion(s)” shall mean the resultant product, application or tool, when the Products are integrated with one or more software applications. The term “Solution(s)” shall not include any derivative work of the Products. 2.0

GRANT OF VAR LICENSE. The Products are licensed in object code format and are not sold. No source code is licensed hereunder. Subject to all the terms and conditions of this Agreement and for the Term hereof, PGSC grants to VAR, and VAR accepts, a non-exclusive, nontransferable, limited license to: a. integrate the Products into one or more software applications developed, owned or licensed by VAR to form one or more Solutions pursuant to its own development projects or pursuant to a development contract with a third party b. market and sell licenses for one or more Solutions to End Users in the Territory; and c. market and sell services in connection with Solutions to VAR’s Customers

3.0

OBLIGATIONS OF VAR 3.1

VAR shall provide a significant addition of non-PGSC software developed, owned or licensed by VAR for integration with the Products to form a Solution prior to sale or distribution to a Customer. VAR’s right to license or distribute Products is strictly limited to instances where the Products have been integrated into one or more Solution(s).

3.2

VAR shall market and sell the Solution(s) in its own name and for its own account.

3.3

VAR shall ensure any license to the Solution(s) shall contain the restrictions and disclaimer of warranties of PGSC as are contained herein.

3.4

VAR shall be solely responsible for all its costs, salaries and other expenses incurred in connection with the integration of the Products into one or more Solution(s) and the performance of its obligations under this Agreement and PGSC shall have no liability, obligation or responsibility therefore.

3.5

VAR shall comply with all applicable export and/or import laws, regulations, restrictions and requirements in connection with export of the Products and/or the distribution of the Solution(s). VAR agrees to indemnify, defend and hold harmless PGSC and its parent and affiliated companies from all costs, expenses or damages (including reasonable attorney fees and internal costs) in connection with any claim, suit or proceeding brought against PGSC as a result of VAR’s non-compliance.

3.6

VAR shall keep PGSC promptly informed as to any problems or errors encountered in the Products by VAR or its Customers and to promptly communicate to PGSC any suggested modifications, design changes or improvements suggested by any VAR employee or Customer.

3.7

VAR shall immediately advise PGSC of any legal notices served on VAR which might affect or tend to affect PGSC or the Products.

Base VAR/LS/VAM 7/02

2 2010

4.0

3.8

VAR agrees to indemnify, defend and hold harmless PGSC and its parent and affiliated companies from all costs, expenses or damages (including reasonable attorney fees and internal costs) in connection with any claim, suit or proceeding brought against PGSC by any third party asserting that the Solution(s) or Customers’ use or resale thereof constitutes an infringement of any patent, trademark, copyright or other proprietary right (collectively, an “Infringement Claim”).

3.9

VAR understands that under MPEG LA licensing agreements, MPEG-2 Patent Portfolio Licenses, AVC Patent Portfolio License and VC-1 Patent Portfolio Licenses are utilized in “Products”. VAR agrees that in the event that “Products” are utilized in the development of “Solution(s)” which are then sold under license, provided as a service, or re-branded by the VAR or a third party, VAR will be required to and agrees to execute licensing agreements directly with MPEG LA. The website for MPEG LA is http://www.mpegla.com/main/default.aspx. All current and future licensing fees/royalties will be the responsibility of the VAR.

LIMITATIONS 4.1

PGSC retains all rights to the Product provided to VAR under this Agreement and no rights are bestowed hereby under the Berne Convention, or otherwise, other than as specifically identified in Section 2 above. VAR shall not use the Products for any other purpose.

4.2

It is understood that VAR is not an agent of PGSC and has no authority to and shall not enter into any agreements on PGSC’s behalf or in PGSC’s name, make any warranties or representations with respect to the Products or otherwise bind PGSC to any obligation. VAR is, however, authorized to represent to its Customers facts about the Products as PGSC itself states in its product descriptions, advertising and promotional materials or as may be stated in other non-confidential, written material furnished by PGSC.

4.3

Except as provided herein, VAR shall not make reference to PGSC's corporate name or trademarks in any of its Solutions or literature without the express written approval of PGSC.

4.4

VAR shall not use any trademark, trade name or stylized symbol of PGSC or PAR Technology Corporation as part of VAR’s name or name of VAR’s business. VAR shall not register, or have registered, any trademark, trade name or symbol of PGSC or PAR Technology Corporation (or which is confusingly similar thereto) in VAR’s name or use it for any activity other than the promotion of the sale of the Solution(s) and in the best interest of PGSC.

4.5

VAR shall have no right to and shall refrain from directly or indirectly:

Base VAR/LS/VAM 7/02

4.5.1

modifying or preparing derivative works of the Products

4.5.2

creating or attempting to create by de-compilation, reverse engineering/assembly, or otherwise, the source programs or any part thereof from the Products or from other information made available under this Agreement or otherwise

4.5.3

creating, reproducing or distributing any advertising, marketing or promotional material representing the capability of the Products other than any promotional literature made available to VAR by PGSC.

3 2010

5.0

6.0

7.0

ORDERING AND SHIPMENT 5.1

All orders for Products are subject to acceptance by PGSC, fulfillment of its credit requirements and are governed by the terms and conditions of this Agreement, which are automatically incorporated, even if VAR fails to reference this Agreement on its order. Any other terms and conditions on any order for Products submitted during this Agreement are superseded and nonbinding.

5.2

Delivery of the Product is F.O.B. point of shipment in accordance with a mutually agreed delivery schedule. Risk of loss for Product passes to VAR upon shipment. Unless otherwise agreed to in writing, PGSC will select the means of shipment.

5.3

If at any time subsequent to PGSC’s acceptance of any order and prior to delivery, VAR is in default under this Agreement, PGSC shall have the right, at its sole and unilateral discretion, to deem the order to be vacated and canceled.

5.4

In the event PGSC has not received payment in full within thirty (30) Days after the date of any due and payable invoice, PGSC reserves the right, in its sole and unilateral discretion, to suspend shipments to VAR until such time as VAR's account is in good standing.

PRICING AND PAYMENT TERMS 6.1

Prices for Products and services during the Initial Term are contained in PGSC’s current published Price List.

6.2

Prices stated are exclusive of shipping and any taxes, duties, excises or tariffs for or on the service or use of Product. PGSC reserves the right to change prices without prior written notification.

6.3

All invoices shall be paid within thirty (30) days from receipt of invoice. An interest charge of 1.5% per month, or the maximum applicable under state law, shall be paid on all overdue accounts to the extent permitted by law. Based on VAR’s credit history, PGSC reserves the right, in its sole and unilateral discretion, to require full payment prior to shipment of any Product.

6.4

VAR shall bear all taxes, duties, tariffs, fees and other governmental charges of any kind, including withholding taxes (excepting those taxes based on the net income of PGSC) which are levied, assessed or otherwise imposed by or under the authority of any government or political subdivision thereof on VAR’s purchase or sale of the Products.

PROPRIETARY RIGHTS. 7.1

Base VAR/LS/VAM 7/02

VAR agrees that the Products belong to PGSC or its suppliers and the case may be and VAR agrees to keep confidential and to use its best efforts to prevent and protect the contents of the Products from unauthorized use or disclosure. All rights not expressly granted in Section 2, above, are reserved by PGSC. PGSC OFFICERS, EMPLOYEES OR AGENTS ARE NOT CAPABLE OF TRANSFERRING OR AUTHORIZING THE TRANSFER OF ANY OWNERSHIP INTEREST IN OR TO THE PRODUCTS OR ANY PORTION THEREOF, TO ANY PERSON, FIRM, CORPORATION OR GOVERNMENTAL AUTHORITY WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE PGSC BOARD OF DIRECTORS UNDER CERTIFICATION BY THE PGSC CORPORATE SECRETARY. 4 2010

8.0

9.0

7.2

VAR agrees to reproduce and include PGSC’s copyright notice and proprietary legends in and on every copy of the Products made by VAR. Each such notice shall be reproduced in human readable form on the media on which Products are reproduced and in machine readable form embedded on object code such that the notice is displayed on the terminal when Products are first logged-on.

7.3

VAR agrees to notify PGSC immediately of any possession or use of Product that VAR believes is unauthorized and to provide PGSC all information in its possession regarding unauthorized possession or use.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. 8.1

THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PGSC DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE REQUIREMENTS OF VAR OR THE REQUIREMENTS OF VAR’S CUSTOMERS OR THAT THE OPERATIONS OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK OF THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH VAR.

8.2

PAR RESERVES THE RIGHT WITHOUT PRIOR NOTICE TO CHANGE, MODIFY OR DISCONTINUE ANY PRODUCT AT ANY TIME.

8.3

The total liability, if any, of PGSC and its suppliers occurring out of or in connection with the distribution, use or performance of Product or with the Agreement for any reason (whether in contract, tort or other theory of liability) shall in no event exceed the total amount paid by VAR to PAR during the previous twelve (12) month period. IN NO EVENT AND UNDER NO CIRCUMSTANCES, SHALL PGSC BE HELD LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, LOSS OF SERVICE, BUSINESS INTERRUPTION, LOSS OF OR INCORRECT BUSINESS INFORMATION/DATA AND THE LIKE) SUFFERED OR INCURRED BY VAR OR ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH (i) ANY ANY PROVISION OF THIS AGREEMENT; (ii) THE DELIVERY, USE, PERFORMANCE OR NONPERFORMANCE OF ANY ITEM SUPPLIED UNDER THIS AGREEMENT; (iii) THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICES; (iv) ANY CLAIMS AGAINST VAR BY ANY PARTY; OR (v) ANY OTHER OBLIGATION OF PGSC, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.4

The aforesaid limitation liability shall not be construed as limited to defects in the Products, but shall also apply to all defects/mistakes in Documentation. Under no circumstances shall PGSC be liable for any damages resulting from failure of the the Products to comply with specifications of any local governmental authority.

WARRANTY TO CUSTOMERS. VAR agrees to extend its own warranties to its Customers with respect to the Solution(s), provided, however, that VAR shall not issue any warranty or guaranty with

Base VAR/LS/VAM 7/02

5 2010

respect to the Solution(s) to any person or party which may in any way obligate or purport to obligate PGSC to any such person or party. 10.0

TERM OF AGREEMENT; RENEWAL. The Initial Term of this Agreement shall be the period of one (1) year commencing on the Effective Date and shall automatically renew for successive one (1) year Renewal Terms unless earlier terminated pursuant to the terms hereof or either party provides notice to the other no later than sixty (60) days prior to the end of any existing term of its desire not to renew.

11.0

RIGHT OF AUDIT PGSC shall have the right, on reasonable advance notice, at its expense, and during normal business hours, examine copies of Product in use on VAR's premises and excerpts of VAR's records relating to Product. PAR also maintains the right to audit the accuracy of the number of copies of Product distributed, the number of users licensed, and compliance with copyright, confidentiality and similar restrictions contained in the Agreement. Any person performing such audit shall protect VAR's Confidential Information and abide by VAR's reasonable security procedures. If an audit discloses the necessity of an increase in license fees, such fees will be paid within thirty (30) days from the date of invoice. If the total adjustment to fees is greater than five percent (5%) of the amounts previously accrued for the affected Product due to under-reporting, then VAR agrees to pay reasonable expenses associated with the audit.

12.0

MAINTENANCE SERVICES AND OTHER SUPPORT Upon request, PGSC will quote maintenance services and other support services to VAR. Such services shall be provided at PGSC’s then current prices and in accordance with then current terms and conditions applicable to such services.

13.0

CONFIDENTIALITY. VAR expressly undertakes and agrees to retain in confidence and to require its successors and assigns to retain in confidence all information transmitted to VAR by PGSC that PGSC has identified in writing as being proprietary and/or confidential and will make no use of such information except under the terms and during the existence of this Agreement. However, VAR shall have no obligation to maintain the confidentiality of information that (i) is in the public domain at the time of disclosure or becomes in the public domain thereafter due to no fault of VAR; (ii) it received rightfully from another party prior to its receipt from PGSC; or (iii) is independently developed by VAR without use or reference to proprietary or confidential information of PGSC. Further, VAR may disclose confidential information as required by governmental or judicial order, provided VAR gives PGSC prompt notice of such order prior to disclosure and complies with any protective order (or equivalent) imposed on such disclosure.

14.0

DEFAULT AND TERMINATION. 14.1

Any of the following acts of VAR shall constitute a default under this Agreement: a. Assignment by VAR, by operation of law or otherwise, of this Agreement or any of VAR's obligations or rights hereunder. (For this purpose "assignment" shall include without limitation a transfer or transfers of an aggregate of 50% or more of the assets, voting securities or ownership of VAR); b. Assignment by VAR of its business or substantially all of its assets for the benefit of creditors, or the filing of a petition by or against VAR in bankruptcy

Base VAR/LS/VAM 7/02

6 2010

or under any similar statute or the appointment of a receiver or similar officer to take charge of VAR's property; c. VAR's failure to pay invoices delivered under this Agreement when due and payable or any other material failure by VAR to fulfill its obligations under this Agreement. d. Any action which is viewed by PGSC as shedding an unfavorable light on PGSC, its products or services. 14.2

In the event of default by VAR, in addition to, and not in substitution for, any and all other rights PGSC may have at law or in equity, PGSC may, at its option: a. proceed by any lawful means to enforce VAR's performance of this Agreement and recover damages for breach of this Agreement in which case VAR shall be liable for PGSC's costs and expenses, including reasonable attorneys' fees, in securing such enforcement and/or recovery; or b. immediately terminate this Agreement and proceed by any lawful means to recover damages for breach thereof in which case VAR shall be liable for PGSC's costs and expenses, including reasonable attorney's fees, in securing such recovery.

15.0

EFFECT OF EXPIRATION OR TERMINATION. 15.1

The expiration or termination of this Agreement at any time shall, unless otherwise expressly agreed to in writing by PGSC, automatically operate as of the effective date thereof, as a cancellation of any obligation by PGSC to make further deliveries of Product or services to VAR.

15.2

Upon expiration or termination of this Agreement, VAR shall immediately: a. cease any and all use of any PGSC trademark, trade name, service mark, logo-type or other proprietary mark adopted by PGSC, and shall refrain from the use of any marks confusingly similar thereto in connection with any products whatsoever; b. cease referring to itself as a value added reseller of the Product; c. remove from public view any signs, banners, wall charts, certificates, plaques or ornamentation stating or suggesting that VAR is authorized by PGSC to sell the Product; d. return to PGSC within three (3) Days the original and all copies or summaries made, in whole or in part, of all Product in whatever form or media and forever refrain from using any confidential or proprietary information derived as a result of this Agreement for any purpose whatsoever.

15.3

Expiration or termination of VAR’s appointment as an authorized VAR of the Product shall in no way affect any outstanding obligations for payment due and owing from VAR to PGSC, whether then due or to become due to PGSC, under this Agreement or otherwise or any other obligation of VAR to PGSC.

15.4

PGSC shall not be liable to VAR, or to any other party, by virtue of the expiration or termination of this Agreement for Product that is not delivered as of the effective date of such expiration or termination.

14.5

The parties’ respective rights and obligations arising in connection with any sales transacted during the Term of this Agreement shall survive any expiration or termination of this Agreement.

Base VAR/LS/VAM 7/02

7 2010

16.0

RECORDS; REPORTS. 16.1

VAR shall at all times keep and maintain at its place of business herein set forth accurate books, records, correspondences and data in connection with all transactions pertaining to this Agreement between VAR and Customers, and shall at all times make available and permit PGSC or its authorized representatives to examine or take extracts or copies of the same during normal business hours. For any price information considered proprietary in nature, VAR shall permit audit or examination by authorized government personnel. VAR shall keep and maintain accurate and complete records regarding: a. the software with which VAR has integrated the Products b. the version of the Products integrated by VAR into Solution(s) c. the name and address of all persons and/or entities to whom the Solution(s) have been licensed and/or distributed together with the quantity and the date of such license and distribution d. the price at which each copy of the Solution(s) has been licensed and/or distributed

17.0

16.2

VAR shall at all times make available to PGSC such of its records as are necessary for PGSC to fulfill any obligations PGSC deems necessary under Federal, state or local statutes, laws, rules or regulations, and such obligations shall survive and continue indefinitely after termination or expiration of this Agreement.

16.3

VAR agrees to prepare and forward, as required by PGSC, any and all reports PGSC deems necessary for the carrying on of PGSC’s business.

16.4

VAR’s obligation for record retention shall survive any expiration or termination of this Agreement for a period of seven (7) years from the date of such expiration or termination.

SOLICITATION OF EMPLOYEES. VAR agrees that during the Term of this Agreement and for one (1) year thereafter, it shall not, without prior written consent of both parties, directly or indirectly solicit or recruit and shall not hire the employees of either party.

18.0

STATUS OF PARTIES. Nothing contained in this Agreement shall be deemed to constitute a partnership or an employment or agency relationship between the parties, PGSC and VAR being independent contractors only. VAR agrees that it shall be responsible for its own expenses and costs under this Agreement and that PGSC shall have no obligation, except as herein provided, to reimburse VAR for any expense or costs incurred by VAR in the performance of VAR's duties hereunder.

19.0

NOTICES. Notices under this Agreement shall be in writing and forwarded by nationally recognized over night courier or certified mail, postage prepaid, to the addresses set forth above and in the case of notices to PGSC marked to the attention of the President with a copy to the Legal Department, and in the case of notices to VAR, addressed to VAR at its address set forth above, to the attention of the President.

Base VAR/LS/VAM 7/02

8 2010

20.0

BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties and their respective parents, subsidiaries, other affiliates, successors and assigns, as permitted under this Agreement.

21.0

INTERPRETATION AND JURISDICTION. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to principles of conflicts of laws. The sole jurisdiction and venue for the purposes of adjudicating any disputes or actions arising out of or in connection with this Agreement shall be the United States District Court for the Northern District of New York. The parties hereby expressly waive the right to adjudicate in any other forum to which it may be entitled to by reason of their present or future domicile or any other reason whatsoever..

22.0

COMPLETE AGREEMENT; SURVIVAL. 22.1 This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and, except as expressly provided herein, may only be modified by a writing duly executed by an authorized representative of VAR on behalf of VAR and by an officer of PGSC on behalf of PGSC. 22.2

23.0

The applicable rights and obligations of Sections 1, 3, 4, 7-9, 11, 13, and 15-23 of this Agreement, and the subparagraphs thereunder shall survive and continue after any expiration, cancellation or termination of this Agreement and shall be binding upon the parties and their successors and assigns. In addition, the parties’ respective rights and obligations arising in connection with any sales transaction during the Term of this Agreement shall survive any expiration or termination of this Agreement.

GENERAL PROVISIONS 23.1

No delay on the part of either party in exercising any of its respective rights hereunder or the failure to exercise the same, nor the acquiescence in or waiver of a breach of any term, provision or condition of this Agreement shall be deemed or construed to operate as a waiver of such rights or acquiescence thereto except in the specific instance for which given.

23.2

PGSC and VAR shall have the right to collect from the other its reasonable expenses incurred in a successful action to enforce this Agreement, including, but not limited to, reasonable attorneys' fees.

23.3

In the event any one or more provisions contained in this Agreement should for any reason be held to be unenforceable in any respect under the laws of any State of the United States, including any limitation of liability, such unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such unenforceable provision had not been contained herein.

23.4

Neither the execution of the Agreement nor anything contained herein shall be construed as an obligation upon PGSC to provide at any time any modifications, changes updates or enhancements to the Products or any assistance, information or documentation other than those previously specified in this Agreement.

23.5

Without prior written consent from PGSC, VAR shall not assign or otherwise transfer any rights it has under this Agreement to a third party and shall not

Base VAR/LS/VAM 7/02

9 2010

delegate any of its obligations hereunder. PGSC may/assign and/or otherwise transfer this Agreement and/or any rights or obligations of PGSC contained herein to another person or entity provided it informs VAR of any such assignment or transfer in writing. IN WITNESS WHEREOF, the parties have executed this Agreement effective on the day first set forth above, and the persons signing warrant that they are duly authorized to sign for and on behalf of the respective parties. PAR Government Systems Corporation

___________________________

By: ___________________________

By: ___________________________

(Signature)

(Signature)

______________________________

_____________________________

(Printed Name)

(Printed Name)

Title: __________________________

Base VAR/LS/VAM 7/02

Title: __________________________

10 2010