1. Web-to-Print Portal Creation.

a. Definition. “ENTERPRISE PARTNER WEB-TO-PRINT PORTAL” shall mean a series of web pages accessible from links provided on ENTERPRISE PARTNER’s website that enable certain ENTERPRISE PARTNER distributors to purchase certain custom printing products and other products, as further defined herein.

b. ENTERPRISE PARTNER WEB-TO-PRINT PORTAL. The purpose of the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL is to enable distributors of ENTERPRISE PARTNER (“ENTERPRISE PARTNER CUSTOMERS”) to purchase ZENPRINT Fulfillment Services and other non-printing products. ZENPRINT shall be responsible for the creation of the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL, using reasonable assistance from ENTERPRISE PARTNER as provided, requested and available. ZENPRINT shall implement the look and feel of the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL as provided by ENTERPRISE PARTNER, and ENTERPRISE PARTNER shall have the right to review and approve the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL prior to linking to the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL, provided that the ENTERPRISE PARTNER approval shall not be unreasonably withheld. ZENPRINT shall brand the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL solely with the trademarks, tradenames and logos of ENTERPRISE PARTNER in accordance with the Specifications, and shall not display any trademarks, tradenames or logos of ZENPRINT or any third party (except as expressly requested in writing by ENTERPRISE PARTNER) on the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL. If ENTERPRISE PARTNER identifies defects in the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL ZENPRINT will correct such defects within fourteen (14) days of receipt of notice. In addition, if reasonable, ENTERPRISE PARTNER may request that ZENPRINT make revisions to the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL, provided that such request is made in writing and provides sufficient time for ZENPRINT to process the changes. In addition, ZENPRINT will backup the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL and all information and databases associated thereto in accordance with then-current industry standards, but in any event on at least a daily basis, and will archive such information and databases on at least a weekly basis at a secure, off-site location.

c. Remedies. If ZENPRINT fails to deliver the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL ENTERPRISE PARTNER may, at its option (i) extend the time period for ZENPRINT’s performance; or (ii) suspend its performance and terminate this Agreement

d. Updates. If ZENPRINT provides any modifications, error corrections, bug fixes, new releases or other updates of or to the Application to its customers generally (collectively, “Updates”), ZENPRINT will notify ENTERPRISE PARTNER thereof and, at ENTERPRISE PARTNER’s request, promptly incorporate such Updates into the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL without any additional fee.

2. Customers.

a. Printing and Promotional Product Fulfillment Customers. ENTERPRISE PARTNER CUSTOMERS who order Fulfillment Services from ZENPRINT after accessing the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL shall continue to contract directly with ENTERPRISE PARTNER, and shall be deemed for such purposes to remain solely the customers of ENTERPRISE PARTNER. ZENPRINT shall not use for their own purposes, or market to, sell, share or disclose to any 3rd party, customer lists including such customers or distributors. For such ENTERPRISE PARTNER CUSTOMERS, (i) ZENPRINT shall be ultimately responsible for order management, ENTERPRISE PARTNER shall be responsible for customer service as well as provide Tier I customer service / support services to ENTERPRISE PARTNER CUSTOMERS in accordance, by having access to ZENPRINTS order status and shipment tracking console and (ii) ZENPRINT will handle all aspects of product sourcing, production, assembly and fulfillment. Modifying the Fulfillment Services require that (x) both ZENPRINT and ENTERPRISE PARTNER are mutually agreeable to such changes, and (y) ENTERPRISE PARTNER gives reasonable notice to ZENPRINT regarding the requested changes and visa-versa.

3. Term and Termination.

a. Term. Unless terminated earlier in accordance with the terms of this Agreement, this Agreement shall commence as of the Effective Date and shall remain in full force and effect for one year (the “Term”). The Term shall not be automatically extended from year to year thereafter, unless either party provides written notice to the other party of its intent to renew. The provisions of Sections 2, 3(a), 3(d), 4(a) and 6-11 shall survive expiration or termination of this Agreement for any reason.

b. Termination for Breach. In addition to any other remedies available at law or in equity, either party may terminate this Agreement if the other party materially breaches any provision of this Agreement and fails to cure such material breach within thirty days after written notice of breach from the non-breaching party. For purposes of this Agreement the term “material breach” shall include without limitation (i) failure to pay commissions or other monies due to the other party hereunder; or (ii) failure to meet the Quality of Service levels agreed to in this Terms and Conditions statement for ZENPRINT Fulfillment Service.

c. Termination for Bankruptcy. Either party may terminate this Agreement immediately upon written notice upon (i) the other party’s filing of a voluntary petition under any bankruptcy or similar law providing for reorganization, dissolution or liquidation of the other party; (ii) the institution of involuntary proceedings under any bankruptcy or other similar law providing for reorganization, dissolution or liquidation of the other party, unless such proceeding is dismissed within ninety (90) days after the filing thereof; or (iii) the other party’s insolvency.

d. Transition. Upon notice of termination by either party, ZENPRINT shall, as requested by ENTERPRISE PARTNER, assist ENTERPRISE PARTNER to migrate to a new application service provider in a manner that minimizes disruption of ENTERPRISE PARTNER’s business. This transfer will include assisting with the migration of the ENTERPRISE PARTNER Data and any inventory of Other Products maintained by ZENPRINT and taking reasonable measures including as requested by ENTERPRISE PARTNER to ensure the accuracy of such ENTERPRISE PARTNER Data and information.

4. Proprietary Rights; Warranties.

a. Title. Each party shall retain all right, title and interest in its patents, copyrights, trademarks, trade secrets, and other intellectual property rights (collectively “Intellectual Property”). The Intellectual Property of ENTERPRISE PARTNER shall include without limitation the ENTERPRISE PARTNER Content, the look-and-feel of the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL, and the trademarks, service marks and logos provided by ENTERPRISE PARTNER to ZENPRINT for the purposes of implementing the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL (collectively the “ENTERPRISE PARTNER Materials”). This Agreement does not contemplate any joint development by the parties, nor the creation of any new Intellectual Property. Neither party may alter or remove any proprietary notices from the other party’s Intellectual Property. Except as expressly provided in this Agreement, no rights or licenses are granted by either party to the other party, expressly or by implication, estoppel or otherwise, to any Intellectual Property of such party.

b. Mutual Warranties. Each party represents and warrants to the other party, as applicable that (i) it has all requisite rights in its Intellectual Property to grant any rights granted to the other party under this Agreement, and (ii) it will not provide to the other party, or use in connection with its performance under this Agreement, any Content that is unlawful, libelous, defamatory or obscene.

c. ZENPRINT Warranties. ZENPRINT represents and warrants to ENTERPRISE PARTNER that the Application and the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL as used and accessed hereunder does not and will not violate, infringe or misappropriate the intellectual property rights of any 3rd party.

d. License. During the Term, ENTERPRISE PARTNER hereby grants to ZENPRINT a nonexclusive, nontransferable, nonsublicensable license to use and display the ENTERPRISE PARTNER Materials provided by ENTERPRISE PARTNER to ZENPRINT for such purpose solely as necessary to implement and host the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL. During the Term, ZENPRINT hereby grants to ENTERPRISE PARTNER a worldwide, nontransferable (except together with this Agreement in accordance with Section 0(a)), royalty-free and non-exclusive license to access and use the Application and the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL, including without limitation the right to have such rights executed by any ENTERPRISE PARTNER CUSTOMER. A party may not use, transfer, or otherwise dispose of the other party’s Content or Intellectual Property except as permitted in this Agreement. As used in this Agreement, ENTERPRISE PARTNER’ “Content” shall mean any content displayed on the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL or related to the Fulfillment Services or the ZENPRINT Products, wherever originated, transmitted, routed, or stored, including data, software, scripts, images, graphics, audio, video, and text.

5. General Obligations

In performing its duties under this Agreement, each party shall:

a. comply with all applicable laws, rules, regulations, industry standards, and its own internal policies and procedures (such as privacy policies and website terms of service), as the same may change from time to time;

b. refrain from any misleading, fraudulent or deceptive activity;

c. refrain from using the Intellectual Property or Content of the other party except as authorized above; and,

d. refrain from publishing, or distributing any written promotional or advertising material that uses the name, trademarks or service marks or the other party without first obtaining the other party’s written consent, which consent can be withheld in the other parties sole discretion.

6. Warranty; Disclaimer of Warranties

ZENPRINT represents and warrants to ENTERPRISE PARTNER that (i) the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL shall operate in accordance with the Specifications and other documentation provided by ZENPRINT, and at a level of quality at least as high as that of ZENPRINT’s other products and services; and (ii) the development, hosting, and technical support services provided by ZENPRINT hereunder shall be performed in a professional, workmanlike and timely manner in accordance with industry standards. EXCEPT AS PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING ITS PERFORMANCE OF THIS AGREEMENT, INCLUDING (a) THAT ANY PARTICULAR LEVEL OF SALES OR COMMISSIONS SHALL BE ACHIEVED UNDER THIS AGREEMENT, OR (b) THAT THE OPERATION OF THE ENTERPRISE PARTNER WEB-TO-PRINT PORTAL OR ANY RELATED WEBSITES OR SERVICES OR PRODUCTS SHALL BE UNINTERRUPTED OR ERROR FREE.

7. Limitation of Liability.

EXCEPT FOR BREACH OF SECTIONS 8 OR 9 HEREUNDER AND EXCLUDING EITHER PARTY’S OBLIGATIONS TO INDEMNIFY, DEFEND OR HOLD HARMLESS THE OTHER PARTY, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AGENTS, EMPLOYEES, OFFICERS OR DIRECTORS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT.

8. Privacy and Data Security.

ZENPRINT will comply with industry standard support, back ups and response times regarding data privacy and data security.

9. Confidentiality.

a. Definition of Confidential Information. In connection with this Agreement, the parties may provide to each other confidential information, including but not limited to each party’s non-public or proprietary know-how, data, financial, technical, economic and other information, business or research strategies, trade secrets and material embodiments thereof. As used herein, “Confidential Information” means any information of a confidential or proprietary nature disclosed by a party to this Agreement to the other party.

b. Confidentiality and Non Use. The recipient of a disclosing party’s Confidential Information shall maintain such Confidential Information in confidence, and shall disclose such Confidential Information of the disclosing party only to those of its employees, agents, distributors, attorneys, accountants and advisors who have a reasonable need to know such Confidential Information and who are bound by written obligations of confidentiality and non-use no less restrictive then those set forth herein. The recipient of the disclosing party’s Confidential Information shall use such Confidential Information solely to exercise its rights and perform its obligations under this Agreement, unless otherwise mutually agreed in writing. The recipient of the other party’s Confidential Information shall take the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature and importance (but in any event no less than reasonable care). The foregoing obligations of confidentiality and non-use shall survive any expiration or termination of this Agreement for a period of five (5) years.

c. Exclusions. Confidential Information shall not include information that: (i) is in the recipient’s possession prior to receipt from the disclosing party as demonstrated by contemporaneous documentation; (ii) is or becomes, through no fault of the recipient, publicly known; (iii) is furnished to the recipient by a third party without breach of a duty to the disclosing party; or (iv) is independently developed by the recipient without use of, application of or reference to the disclosing party’s Confidential Information as demonstrated by contemporaneous documentation.

d. Legally Required Disclosures. Notwithstanding anything to the contrary contained in the foregoing, it shall not be a violation of this Section 9 to disclose Confidential Information required to be disclosed under applicable law including without limitation by order of a court or regulatory authority, but such disclosure shall be only for the sole purpose of and solely to the extent required by such law, and provided that the recipient, to the extent possible, shall give the disclosing party prior written notice of the proposed disclosure and cooperate fully with the disclosing party to minimize the scope of any such required disclosure.

10. Indemnification Obligations.

a. Indemnification. Each party (the “Defending Party”) shall indemnify, defend and hold harmless the other party from and against all claims, actions, losses or other liability, including reasonable attorneys’ fees and court costs (each a “Loss” and collectively “Losses”), to the extent caused by the Defending Party’s breach (or any claim that, if true, would constitute a breach) of such party’s representations, warranties or covenants in Section 0 of this Agreement or, with respect to ZENPRINT, of ZENPRINT’s obligations under Section 0 of this Agreement. The other party shall give the Defending Party (a) prompt notice of any Loss, (b) the opportunity to assume sole control over the defense and settlement, if applicable, of the Loss, and (c) all reasonably requested and relevant information, assistance and authority to enable the Defending Party to perform its obligations under this section 10, at the Defending Party’s expense; provided that (i) the indemnified party will have the right to participate at its own cost in the defense of any such Loss with counsel of its choice; and (ii) the Defending Party shall not settle any Loss without the other party’s written consent, which shall not be unreasonably withheld.

b. Additional Provisions Regarding Infringement. If there is a material, bona fide claim (or threat of a claim) of infringement, misappropriation or violation of any intellectual property right or other right of any third person in connection with the Application or the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL, ZENPRINT shall promptly at its expense: (i) procure for ENTERPRISE PARTNER the right to continue using the Application and the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL; or (ii) replace or modify the Application or the ENTERPRISE PARTNER WEB-TO-PRINT PORTAL to make it non-infringing (without any loss of functionality).

11. Miscellaneous.

a. Assignment. Neither party may assign this Agreement or any right or obligation under this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the foregoing, a party may assign this Agreement in its entirety without such consent to a successor or acquirer in connection with the merger, consolidation, or sale of the assigning party or all or substantially all of the assets of the assigning party relating to the subject matter of this Agreement, or a reorganization affecting all or substantially all of the assets of the assigning party relating to the subject matter of this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties. Any assignment not in accordance with this Section 010 shall be null and void.

b. Entire Agreement. This Agreement constitutes the entire agreement between ENTERPRISE PARTNER and ZENPRINT with respect to its subject matter, and supersedes all prior and contemporaneous communications, representations, statements, understandings, and agreements.

c. Amendment; Waiver. This Agreement may not be amended, nor any portion of it waived, unless such amendment or waiver is in writing and signed by a duly authorized representative of each party. The waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default. The failure of any party to enforce or demand performance of any term, condition or right of this Agreement shall not be deemed a waiver thereof.

d. Dispute Resolution. If any controversy or dispute arises out of this Agreement, or the breach thereof, the parties will endeavor to settle such dispute amicably. If the parties shall fail to settle any dispute, such dispute shall be finally settled by binding arbitration in front of a single arbitrator conducted in Salt Lake City, Utah. All arbitration shall be in accordance with the then existing Commercial Arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided that nothing in this section shall prevent a party from applying to a court of competent jurisdiction to obtain temporary relief pending resolution of the dispute through arbitration.

e. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without reference to its conflicts of laws rules.

f. Notice. All notices under this Agreement shall be in writing and shall be deemed sufficient if delivered personally, if sent by confirmed fax, if sent by certified mail (postage prepaid) with return receipt requested, or if sent by overnight or air courier. All notices shall be addressed to the receiving party at the address of such party designated in the first paragraph of this Agreement (or as updated by the parties in accordance with this Section 0(f)). Any such notice shall be deemed to have been received upon delivery, on the next business day after transmission by courier, fax, and on the third business day after transmission by certified U.S. mail, return receipt requested.

g. Independent Business. The parties are independent contractors. This Agreement does not create any employment relationship or other partnership or joint venture between the parties. Neither party shall have any authority to enter into any contract, to assume or create any liability, or to make any commitment of any nature on behalf of the other party.

h. Force Majeure. Except as otherwise provided, if performance hereunder (other than payment of revenue) is interfered with by any condition beyond a party’s reasonable control, the affected party shall be excused from such performance to the extent of such condition. However, if a force majeure detrimentally affects a party’s performance of a material covenant hereunder for fourteen (14) days or more, the other party may terminate this Agreement upon written notice.

i. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

12. Product Fulfillment Turn around Times

Digital Printing Products:
Business Cards - Digital - 4 Business Days
Pass along cards (5 X 5) - Digital - 4 Business Days
Posters (12.75 in x 17.75 in.) - Digital - 4 Business Days
Fliers (8.5 in. x 5.5 in.) - Digital - 4 Business Days
Post Cards (Standard Size) - Digital - 4 Business Days
Greeting Cards (5 in. x 7 in.) - Digital - 4 Business Days
Address Labels - Digital - 4 Business Days

Specialty Printing Products:
Banners - Large Format Litho - 8 Business Days
Pull up banners - Large Format Litho - 8 Business Days
Notepads (8.5 in. x 11 in.) - Offset Litho - 8 Business Days
Post-it Notes (2.875 in. x 2.875 in.) - Offset Litho - 8 Business Days