Reseller License Agreement

Reseller License Agreement

This Reseller License Agreement (hereinafter “Agreement”) is effective as of October 9, 2006, and is by and between the following Parties:

Recitals

A.        UCN desires to purchase Services (as defined below) from SCQ, and market and sell the Service to End Users (as defined below) as UCN Products (as defined below).

B.        SCQ desires to sell the Services to UCN according to the terms and conditions of this Agreement.

Terms

Section 1.     Definitions

1.2      UCN Product. The “UCN Product” means the product resulting from the private labeling of the Service alone, or the Service integrated with inUCN Services to be distributed as one or more products hereunder.

1.3      Documentation. “Documentation” means any user manual and other documentation furnished by SCQ in connection with the Service.

1.4      End Users. “End Users” shall mean a Person licensed to use the UCN Product for its internal use and not for resale.

1.5      Exclusive Term. “Exclusive Term” has the meaning set forth in Section 15.1.

1.6      inUCN Services. “inUCN Services” means any one or more of the call management, long distance, toll free, data transmission and related communication services offered from time to time by UCN, including, but not limited to, its “inContact™”applications suite and business telecommunication services delivered over its Voice over Internet Protocol network.

1.7      Non-exclusive Term. “Non-exclusive Term” has the meaning set forth in Section 15.1.

1.8      Person. A “Person” shall mean any individual, corporation, partnership, joint venture, association, organization, trust, governmental authority or other entity.

1.9      Services. The “Services” shall include SCQ’s hosted workforce management service as described in Exhibit A, attached hereto and incorporated herein, including the storage of customer data, the related Documentation, Service Software and any modified, upgraded or successor version thereof that SCQ provides to UCN under this Agreement.

1.10      Service Software. “Service Software” means SCQ’s current version of the software that supports the Service, as identified in Exhibit A, including any subsequent fixes, patches, updates, upgrades, enhancements, modifications, new versions and new releases of or to the Service Software.

1.11     Term. “Term” has the meaning set forth in Section 15.1.

Section 2.     Grant of Reseller Rights

2.1      Grant of Reseller Rights. Subject to the terms and restrictions of this Agreement, SCQ hereby grants to UCN an exclusive worldwide license of the Service and the Service Software during the Term to: (1) integrate or bundle the Service with the inUCN Services to form the UCN Product; (2) promote and market the Service as a stand-a-lone UCN Product or as an add-on to inUCN Services to form other UCN Products; (3) grant User Licenses of the Service to sublicensees as part of the UCN Products, and (4) use, reproduce and distribute the Service Software as reasonably required for End Users to use the Service (the foregoing are collectively referred to as the “Reseller Rights”). The Reseller Rights shall include all of the legal and contractual rights that UCN needs to commercially exploit the Service as permitted by this Agreement. During the Exclusive Term of this Agreement SCQ will not sell or offer to sell Services or Service Software or any other service or software that is similar to the Services or Service Software to or through any other Person. Notwithstanding the foregoing, SCQ reserves the right to sell the Service to those Persons (and only to those persons) listed on Exhibit B attached hereto and incorporated herein. If UCN does not exercise on or before February 8, 2007, the option provided for in the Purchase Option Agreement of even date herewith to which UCN and SCQ are parties (the “Option Agreement”), then the Reseller Rights will thereafter be non-exclusive and the restriction on SCQ selling or offering to sell Services or any other service that is similar to the Services to or through any other Person shall terminate.

2.2      UCN’s Distributors. UCN may sell and distribute the Service and Service Software under the Reseller Rights to customers directly or indirectly through UCN’s resellers, distributors or other channels of distribution (“UCN’s Distributors”).

Section 3.    Fees, Prices, Discounts, Invoicing and Payment Terms

3.1      Fees. UCN will pay SCQ fees (“Fees”) as follows:

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(a)    During the Exclusive Term UCN will pay to SCQ a fixed monthly Fee of $9,000.00 (the “Development Fee”) due on the 20th day of each month beginning October 20, 2006.

(b)    During the Exclusive Term UCN will pay monthly to SCQ (the “License Payment”) the lesser of: (i) UCN-SQ Revenue; and (ii) $9,000 less SCQ Revenue. For purposes of this provision, “UCN-SQ Revenue” means the total amount billed on invoices issued by UCN from and including the 11th day of the calendar month to and including the 10th day of the following calendar month (a “Billing Month”) from the sale or provisioning of Services and Service Software in the billing cycle for which the invoices are issued to UCN customers net of sales commissions, taxes, and refunds, and “SCQ Revenue” means the total amount billed on invoices issued by SCQ during the Billing Month from the sale or provisioning of Services and Service Software to its customers net of sales commissions, taxes, and refunds. On or about the 11th day of each calendar month beginning with November 2006, SCQ shall deliver to UCN a written statement of SCQ Revenue billed during the preceding Billing Month. Within 10 days following receipt of such notice, UCN shall deliver to SCQ a written statement of the UCN-SQ Revenue billed during the preceding Billing Month and payment of the License Fee, if any, but in no event shall UCN be required to deliver such statement and make payment of the License Fee prior to the 21st day of a given month.

(c)     During the Non-exclusive Term the Fees provided for in Exhibit C, which is incorporated herein, that are due at the times set forth in Exhibit C.

3.2      SCQ’s Pricing to SCQ Customers. SCQ will not display or otherwise list SCQ’s pricing on its website.

3.3      Customer Invoicing. UCN is responsible for invoicing and collecting all charges, license fees, installation fees, training fees and hardware fees from UCN End-Users.

3.4      Late Payment. In the event that the payment is not made by UCN by the dates provided in this Agreement, interest shall be payable on the past due amounts bearing an interest rate of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law (whichever is less) until payment is received in full.

3.5     Accounting and Records. During the term of this Agreement, UCN shall keep records of all UCN Product End-Users in sufficient detail to permit verification of the information for SCQ. UCN shall not be required to keep such records for more than three (3) years after the due date for the payment of Fees for a particular End-User under this Agreement. SCQ shall have the right, during reasonable business hours and upon reasonable advance notice, to have UCN’s records regarding matters pertinent to this Agreement audited by a firm of independent public accountants selected by SCQ and reasonably acceptable to UCN. In the event that the independent public

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accountants determine that UCN has underreported the total amount due to SCQ in an amount in excess of five percent (5%) of the Fees properly due hereunder, UCN agrees and for the time period audited is hereby bound:

(a)     to reimburse SCQ’s reasonable cost and expense associated with such audit; and

(b)     to pay SCQ the amount which UCN has failed to report or pay, with interest as described in section 3.4.

3.6      Taxes. The compensation payable under this Agreement are net amounts and do not include retail sales, use, value-added, foreign withholding or any other taxes. All such taxes will be paid or reimbursed by UCN, except for income and business and occupation taxes levied on SCQ with respect to such compensation within the United States.

Section 4.    Ordering, Delivery and Shipment

4.1      Acceptance by UCN. During the first 30-days of the Non-exclusive Term, if UCN discovers any defect in the Services or Service Software and reports such defect to SCQ, SCQ will suspend any applicable fees invoiced to UCN, repair the reported defect, and deliver to UCN a new version of the Service or Service Software within 30-days of the report. UCN is then granted an additional 30-days for acceptance. If during the additional 30-day acceptance period UCN discovers any defect in the Services or Service Software, it may, at its election, terminate this Agreement and have no further duty or obligation to SCQ hereunder.

Section 5.    UCN User License

5.1      UCN User License. The terms of UCN User License for the UCN Product (“User License”) shall be in accordance with the terms of this Agreement and the essential terms of the existing SCQ license agreement to SCQ customers. The essential terms of the SCQ License are attached hereto as Exhibit D.

Section 6.     Changes to Service for UCN Product

6.1      Private Labeling. During the first 30-days of the Exclusive Term, SCQ will remove any and all SCQ trademarks, service marks, logos or branding (collectively “SCQ Marks”) from all screens that are visible to End Users, and shall replace any such SCQ Marks with a UCN trademarks, service marks, or logos designated by UCN. During the Non-exclusive Term, UCN may from time to time have SCQ update the UCN trademarks, service marks, or logos visible to End Users.

6.2      Product Development. During the Exclusive Term SCQ will upon the request of UCN perform development services on the Service Software and Services for then purpose of modifying or enhancing the Service Software and Services to improve

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functionality and performance with inUCN Services. UCN may periodically submit product development requests to SCQ that UCN deems important for remaining competitive in the workforce resource management market.

6.3      Service Updates. SCQ has the right to modify, alter, amend or delete from the Service any portion of content incorporated in the Service, at a