Retail Contract Library

a)

Subject to the terms in this Agreement, Agilent appoints Reseller as an authorized, non-exclusive, Value Added Reseller for the Products set forth in exhibit E305 .

b)

Agilent authorizes Reseller to provide marketing and support of Products to end-users; and to create, market, sell, lease and support solutions described in Section 3a ii) below.

a)

Reseller represents that as a Value-Added Reseller:

i)

It is experienced in the use and operation of the Products to be purchased hereunder and will be primarily responsible for the marketing and support of the Products to end-users. Reseller may request marketing assistance from Agilent. Agilent will only be obligated to provide such assistance as was specifically and mutually agreed upon by both parties.

ii)

Products purchased hereunder will be incorporated in a solution consisting of other hardware and/or software with services that add substantial value to Products and will be sold or leased by Reseller to end-users other than Reseller’s corporate parent, division, or any subsidiary of corporate parent.

iii)

It will maintain support and warranty services for the added value portion of the solution, unless otherwise stated in exhibit E305 .

b)

For purposes such as Product safety notification and Product recall, Reseller shall provide Agilent a monthly Point of Sales report including Agilent Sales Order Number, Customer name and address, Product Number and Number of units sold.

c)

If Reseller’s end-users purchase Products from Agilent, Reseller will have no claim against Agilent for compensation.

d)

Reseller will qualify for discounts on add-on Agilent Products and upgrades to Products previously purchased if: (i) Reseller initially resold the Product being enhanced or upgraded in accordance with this Agreement, and (ii) Reseller has provided and continues to provide ongoing support on the initial Product to its end-user.

e)

Reseller is responsible for complying with all training requirements designated by Agilent on each eligible Product it carries.

f)

By signing this Agreement, Reseller acknowledges it’s responsibility to comply with US Nuclear Regulatory Commission (NRC) and all local regulations in force for radioactive sources and expressly agrees that it or it’s Customer shall obtain all appropriate licenses/permits in order to correctly import/export/transport Agilent Electron Capture Detectors (ECD) in the country of resale. Subject to the local laws, Reseller will provide Agilent copies of their ECD licenses or other applicable information to enable Agilent to validate Reseller’s compliance with the license requirements. Reseller furthermore commits to remove or verify appropriate disposal of all ECDs within their countries of resale. Agilent will not be responsible for tracking of the ECD to Customer. Agilent will accept and dispose of all ECDs manufactured by HP / Agilent.

g)

Agilent reserves the right, at its discretion and upon reasonable notice to Reseller to verify Reseller’s compliance with this Agreement. At Agilent’s request, Reseller will provide Agilent with information to substantiate that Reseller has fulfilled its obligations under this Agreement. If Reseller fails to comply with the terms of this Agreement, Agilent reserves the right either to terminate or not to renew this Agreement subject to Section 11b).

a)

All orders are subject to acceptance by Agilent. Product orders must reference this Agreement, be issued during the term of this Agreement, and specify delivery within six (6) months from order date.

b)

The minimum stocking order/delivery to Reseller is $1,000. If this minimum order volume is not reached, Agilent will be entitled to a handling fee of $50. This shall not apply in the case where the order is placed electronically.

c)

Reseller may cancel orders for Products (except custom Products) prior to shipment at no charge. Product returns will be subject to Agilent’s approval and return/refurbishment charges.

d)

Title to hardware and consumables Products and acceptance of Products by Reseller will occur upon delivery.

e)

Unless otherwise indicated on the quotation, prices include shipping and handling charges in accordance with the applicable trade term. Prices exclude any sales, value added or similar tax which will be payable by Reseller.

f)

Sales of Products to Reseller’s corporate parent, division or majority owned subsidiary are not eligible for discount.

g)

Agilent may, from time to time, offer Reseller marketing programs based on terms and conditions applicable to such programs.

h)

Payment is due thirty (30) days from Agilent’s invoice date. Agilent may change credit or payment terms at any time should Reseller’s financial condition or previous payment record so warrant. Agilent may discontinue performance if Reseller fails to pay any sum due or to perform under this Agreement if, after ten (10) days written notice, the failure has not been cured.

[*]

Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

a)

Agilent grants Reseller a non-exclusive license to distribute and use, including for demonstration purposes, the Software and related materials supplied by Agilent in accordance with the license terms included with the Software. Reseller agrees that it will pass through to end users Agilent’s license terms whenever Software is distributed to an end user.

b)

Except as authorized by Agilent in writing or as permitted by law, Reseller will not reverse engineer, reverse compile, or reverse assemble Software, modify or translate Software or copy Software onto any public or distributed network.

a)

Reseller may purchase Products with demo discount defined in the exhibit E305 for the purposes of developing a new or testing an existing product which incorporates Products along with Reseller hardware or software products, or demonstration of Products in combination with Reseller’s products at trade shows or customer training facilities. Such Products may not be resold for a minimum of eight (8) months after delivery.

b)

Agilent may offer used Products updated to current technical specifications if allowed by local regulations. Products purchased under this Section are limited to the minimum configuration(s) necessary to accomplish Reseller’s development, testing or demonstration objectives, unless add-ons, upgrades or additional Products are agreed to by Agilent in writing.

c)

No right, title or interest in each other’s products is granted or implied from the demo discount except as expressly stated.

a)

Agilent may use Reseller’s trademark or logo for the purpose of fairly and accurately referring to Reseller on Agilent websites and training material that provides information about Agilent’s channel partners.

b)

Reseller’s right to use any Agilent trademarks and/or service marks is specified in exhibit I5 in this Agreement.

c)

Reseller will not, without Agilent’s prior written consent, remove, alter or modify serial or identification numbers, labels, trademarks or other trade-identifying symbols from Products sold or materials provided by Agilent under this Agreement.

d)

Agilent will have the sole and exclusive right in its sole discretion to bring legal actions for trademark infringement with respect to any of the Agilent trademarks and/or service marks. Reseller will assist Agilent in such legal proceedings. Reseller will notify Agilent promptly of any trademark or patent infringements of which it has knowledge.

a)

Agilent will defend or settle any claim against Reseller, (or end users or third parties to whom Reseller is authorized by Agilent to resell or sublicense), that a Product infringes an intellectual property right, provided Reseller promptly notifies Agilent in writing and provides control of the defense or settlement, and assistance to Agilent.

[*]

Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

b)

In defending or settling an infringement claim under Section 9(a), Agilent will pay infringement claim defense costs, settlement amounts and court-awarded damages. If such a claim appears likely, Agilent may, at its option, modify or replace the Product or procure any necessary license. If Agilent determines that none of these alternatives is reasonably available, Agilent will refund Reseller’s purchase price upon return of the Product.

c)

Agilent has no obligation for any claim of infringement arising from Agilent’s compliance with, or use of, Reseller’s designs, specifications or instructions or technical information; Product modifications by Reseller or a third party; Product use prohibited by Specifications or related application notes; or use of the Product with products not supplied by Agilent.

a)

In no event will Agilent, its subcontractors or suppliers be liable for special, incidental, indirect or consequential damages (including downtime costs, loss of data, restoration costs, lost profits, or cost of cover) regardless of whether such claims are based on contract, tort, warranty or any other legal theory, even if advised of the possibility of such damages. This exclusion is independent of any remedy set forth in this Agreement.

b)

To the extent that limitation of liability is permitted by law, Agilent’s liability to Reseller is limited to US $1,000,000, except that Agilent’s obligation to make warranty refunds defined in exhibit E305 is limited to the Product purchase price.

c)

The limitations set forth in Sections 10(a) and 10(b) above will not apply to infringement claims under Section 9, or to damages for bodily injury or death.

d)

The remedies in this Agreement are Reseller’s sole and exclusive remedies.

a)

This Agreement will remain in effect for a period of twelve (12) months from the Effective Date. Prior to the expiration of the Agreement, the parties may agree to a renewal term. Estimated Volumes and exhibits will be reviewed and revised as appropriate prior to any such renewal.

b)

This Agreement may be terminated immediately upon notice in writing by either party, for cause, unless the other party cures the breach within thirty (30) days of written notice of such breach.

c)

This Agreement will terminate automatically if either party is subject to a voluntary or involuntary bankruptcy petition, becomes insolvent, is unable to pay its debts as they become due, ceases to do business as a going concern, makes an offer or assignment or compromise for the benefit of creditors, or there is a substantial cessation of its regular course of business, or a receiver or trustee is appointed for such party’s assets.

d)

Provisions herein which by their nature extend beyond the termination or expiration of this Agreement will remain in effect until fulfilled.

a)

In the event that confidential information is exchanged, each party will protect and safeguard the confidential information of the other in the same manner in which it protects its own equivalent confidential, and trade secret information, but in no event less than a reasonable degree of care. The party claiming the benefit of this provision must furnish such information in writing and mark such information as “Confidential” or if such information is provided orally, then the transmitting party (“Discloser”) will designate such information as being confidential at the time of disclosure and confirm in writing to the

[*]

Denotes information for which confidential treatment has been requested. Confidential portions omitted have been filed separately with the Securities & Exchange Commission.

receiving party (“Recipient”) that it is confidential within thirty (30) days of its communication. Such information will remain confidential for three (3) years after the date of written disclosure.

b)

This Section imposes no obligation upon a Recipient with respect to confidential information that (a) was in the Recipient’s possession before the disclosure; (b) is or becomes a matter of public knowledge through no fault of the Recipient; (c) is rightfully received by the Recipient from a third party without a duty of confidentiality; (d) is disclosed by the Discloser to a third party without a duty of confidentiality on the third party; (e) is independently developed by the Recipient; (f) is disclosed under operation of law; or (g) is disclosed by the Recipient with the Discloser’s prior written approval.

a)

All notices that are required under this Agreement must be in writing and will be considered given as of twenty-four (24) hours after sending by electronic means, facsimile transmission, overnight courier, or hand delivery, or as of five (5) d