INDEPENDENT SALES AGREEMENT

This Agreement, (“Agreement”) is made this date by and between   STEALTH – ISS GROUP, consisting of STEALTH - ISS® Inc. , a Delaware Corporation having it’s principal place of business at 5795 Harborside Drive, Tampa, FL 33705 and STEALTH - ISS® LLC, a Florida registered company, with its principal office at 11300 120th Terrace N., Largo, FL 33778 USA (“Company”)  and   the independent sales representative (“Agent”). Whereas, the Agent desires to solicit sales and business development on behalf of the Company; and Whereas, the Company desires to have the Agent represent and sell the products and/or services, (“Products”) to customers (“Customers”) in the markets (“Territory”) assigned by the Company;   Now, Therefore, both parties hereby agree to the following:    General Provisions    - The Agent acknowledges that they are an independent contractor and not an employee of the Company. - The Agent acknowledges that this is a non-exclusive agreement and the Company may assign other Agents to represent the company in the assigned Territory. - The Agent agrees to represent the Company in an ethical and professional manner to solicit qualified sales from Customers in the assigned Territory, and agrees not to subcontract sales activities to a third party. - The Agent agrees to devote such time as necessary to properly represent the Products and Services and agrees to complete sales activities in the Territory in the time required by the Company. - The Agent agrees to communicate relevant business information to the Company in a timely fashion. Compensation Commission Rates This is a Commission Sales Agreement and the Agent acknowledges that they will be compensated solely on a commissions (“Commissions”) paid from the receipts of sales they actively develop.The Commission rate is 5 – 20 % of the net receipts of the initial sale of the assigned Products and Services that the Agent was responsible for selling and advertising. No Commissions are payable for sales made by Company staff to Customers in the assigned Territory through other means. No Commission is payable from renewals or extensions to the initial closed sale.The Commission rate are as follows: - Off the shelf products: 5 - 10 % - Services and special products: 10 - 20 % Detailed specifications for individual products and services will be provided to Agent in a secure Agent and partner online area. The products/services and prices shall be amended by the Company as soon as other products and services become available for Agent or conditions and prices change. Both parties – the Company and Agent, shall agree these amendments on. Commissions are due and payable 30 (thirty) days after receipt of the payment by the customer. Customers may be billed in monthly, quarterly installments as well as after completion of projects or product delivery. No Commissions are payable on accounts that are delinquent or subsequently uncollectable. Expense Reimbursement The Company will provide sales materials and reasonable sales support to the Agent at no cost; all other expenses related (attending trade shows on behalf of STEALTH - ISS®) to the sales activities and business development are to be cleared by the managerial staff in advance. Not approved expenses are the responsibility of the Agent. Taxes Agent acknowledges that they are responsible for all taxes due resulting from draw and commission payments. Assigned Products and Territories The Agent is assigned to sell services and products to the commercial, governmental, military and institutional or organizational sector and other institutions in the assigned territory, as shown on Attachment 1 of the Agreement (“Territory”). The agent also agrees to represent the Company to potential clients within the given territory. Sales Activities and Guidelines The Agent agrees: - to follow the sales procedures and reporting guidelines as required by the Company. - to assess the creditworthiness of the prospective customer prior to making any commitment. - to follow the Product and Service offerings and pricing guidelines provided by the Company. The Agent acknowledges that Product and Service offerings and pricing may require customization and agrees to obtain prior approval before quoting prices. - to use its best efforts to sell/advertise/represent the Company and Company’s Product(s) and Service (s) within the Territory.to be capable of demonstrating and explaining to potential customers the Products and Services provided by Company and the use and capabilities of as well as their applications. - to comply with all applicable Federal, State and local laws and regulations (national and US) - to promptly inform Company of any facts or opinions likely to be relevant in relation to marketing of Product(s) and Service(s) and representation activities, without limitation, including all suspected Product defects, problems and customer complaints. - to provide requested data in reasonable detail on the overall marketplace, market potentials and other information related to Product(s) and Service(s) furnished hereunder as an aid in measuring Company’s market potential and planning in efforts.to utilize and distribute any promotional materials (e.g., advertising, sales literature and brochures) which Company provides as well as own material. - that he shall not make any warranties or agreements on behalf of Company. - that he is not allowed to close deal or sign contracts on behalf of the company. Agent will not make promises to potential customers or customers without prior approval of Company. Requests for prices, services or availability shall be obtained in writing from Company. - that he will at all times conduct representation in professional manner, appearance and according to Company’s business ethics.to correspond with Company through e-mail or Fax unless otherwise agreed. Term and Termination: The Agreement is effective as of the date first given above and will continue in force for a period of one year, after which it will automatically renew for additional periods of one year unless otherwise terminated as provided for in this Agreement. Either party may terminate this agreement upon three months’ notice for any reason or for no reason at all. If the Company terminates this Agreement, all commissions due from closed sales will continue to be paid for a period of six months. Any unrecovered draw amounts will be recovered before commissions are paid. If the Agent terminates this Agreement, all commissions due from closed sales will be paid for a period of three months, less any unrecovered draw amounts. If commissions are insufficient to cover the outstanding Draw, the Agent agrees to reimburse the Company for these outstanding amounts.Confidentiality and Non-Competition A separate Non Disclosure Agreement as in Attachment 2 of the Agreement (“NDA”) will be signed, where the Agent agrees to maintain the confidentiality of Company trade secrets, policies, procedures and processes, including pricing policies. Entire Agreement Both parties Acknowledge that this Agreement constitutes the entire agreement made between the parties and supersedes all prior agreements, whether written or oral, expressed or implied, and may be amended only in writing and signed by both parties. Disclaimers of Warranties and Liabilities The Products of the Company are provided as is and as available. The Company and its Licensors disclaim any an all warranties, written or oral, express or implied, including, but not limited to the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, currency, accuracy or comprehensiveness. Notices Notices to the Company shall be directed to: STEALTH – ISS Inc. 5795 Harborside Drive Tampa, FL 33615 USA       Supporting questions for sales/support or similar, shall be directed to Agents support team: agents@STEALTH-iss.com Notices to the Agent shall be directed to Agent's e-mail address. Governing Law This Agreement will be governed by the laws of Florida, United States.   Attachment 1 ASSIGNED TERRITORY Geographic or account specific Territory Non Exclusive. The Agents resident country is the primary territory. Company will agree to have the reseller go after any sales opportunities for services or products opportunities outside of the primary area as long as the reseller provides advance notice. Attachment 2 NON-DISCLOSURE AGREEMENT 1.THIS NONDISCLOSURE AGREEMENT (this "Agreement") is made and entered into by Company and Agent. 2.Purpose. Company and Agent wish to explore a business opportunity of mutual interest (the "Business Opportunity") related to a partnership, and, in connection with such exploration, each party may disclose to the other certain confidential business or technical information which such party desires the other to treat as confidential. 3."Confidential Information" means any information, data, or know-how disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), which, if in written, graphic, machine-readable or other tangible form is marked by the Disclosing Party as "Confidential" or "Proprietary," or which, if disclosed orally or by demonstration, (i) is identified by the Disclosing Party at the time of initial disclosure as confidential and (ii) the Disclosing Party reduces such identification to writing delivered to the Receiving Party within thirty (30) days of such disclosure. Confidential Information may include information disclosed to the Receiving Party by an entity related to the Disclosing Party. Confiden­tial Informa­tion does not include information, data or know-how which the Receiving Party can demonstrate: (i) was independently developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information or by the Receiving Party’s employees or other agents (or independent contractors hired by the Receiving Party) who have not been exposed to the Disclosing Party’s Confidential Information; (ii) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party that had no duty of confidentiality to the Disclosing Party with respect to such information; (iii) was in the public domain at the time it was disclosed or enters the public domain through no act or omission of the Receiving Party; or (iv) was rightfully known to the Receiving Party, without restriction, at the time of disclosure. 4.Treatment of Confidential Information. Each Receiving Party agrees not to use the Confidential Informa­tion dis­closed to it by the Disclosing Party for the Receiving Party’s own use or for any purpose except for evaluation of, and to carry out discussions concerning, and the undertaking of, the Business Opportunity. Each Receiving Party shall not disclose any Confidential Information of the Disclosing Party to third parties except those directors, officers, employees, consultants and agents who are required to have such information in order to carry out such evaluation and discussions. Each Receiving Party represents that it has had, or shall have, those directors, officers, employees, consultants and agents to whom Confidential Information of the Disclosing Party is disclosed or who have access to Confidential Information of the Disclosing Party sign a non-dis­closure agreement substantially similar in content to this Agreement. Each Receiving Party shall take all reasonable measures (i) to protect the secrecy of and avoid disclosure or unauthorized use of Confidential Information of the Disclosing Party, and (ii) to prevent such Confidential Information from entering the public domain or the possession of persons other than those persons authorized hereunder to have such information. Such measures shall include using the same degree of care that the Receiving Party uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care. Each Receiving Party agrees to notify the Disclosing Party in writing of any misuse or misappropriation of the Disclosing Party's Confidential Information which may come to such Receiving Party’s attention. 5.Mandatory Disclosure. In the event that a Receiving Party or its respective directors, officers, employees, consultants or agents is requested or required by law, regulation, court order or legal process to disclose any of the Confidential Information of the Disclosing Party, such Receiving Party shall give prompt notice to the Disclosing Party of that fact and all relevant surrounding circumstances. The Receiving Party will use reasonable endeavours to resist disclosure and to maintain the confidentiality of any Confidential Information disclosed (including only disclosing that part of the Confidential Information that the Receiving Party’s legal counsel advises the Receiving Party that it is legally required to disclose), however, subject to the foregoing, it may make any disclosure required by law, regulation, court order or legal process. 6.No Obligation. Nothing herein shall obligate STEALTH or the other party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Business Opportunity. 7.No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". NEITHER PARTY GIVES ANY REPRESENTATION, WARRANTY, TERM OR CONDITION, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY CONFIDENTIAL INFORMATION. 8.Return of Materials. Upon request in writing by the Disclosing Party, the Receiving Party shall promptly return to the other any materials or documents that have been furnished to such party by the Disclosing Party, along with all copies thereof, except one copy which may be retained for archival purposes. 9.No License. Nothing in this Agreement is intended to or shall grant any rights to either party under any patent, mask work right or copyright, and this Agreement shall not grant to either party any rights in or to Confidential Information except as expressly set forth herein. 10.Term. This Agreement shall commence upon the execution hereof by both parties hereto and shall continue for 2 years (such period, the “Term”). Each party’s obligation with respect to information received from the other party during the Term shall survive, whether or not past the end of the Term, for so long as such information is “Confidential Information” in accordance with the terms hereof. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns.  All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. This document contains the entire agreement between the parties with respect to the subject matter hereof. Any failure or delay to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be executed in counterparts which taken together shall constitute one agreement. Attachment 3 COMMISSION AGREEMENTS Products Night Vision Devices approx. 5 % Comission* GFI Software approx. 5 % Comission* eEye Software approx. 5 % Comission* Syhunt Software approx. 8 % Comission* Thawte Digital Certificates approx. 8 % Comission* Other Security Software approx. 8 % Comission* Services IT Security Scans approx. 30 % Comission* IT Penetration Testing approx. 30 % Comission* Backup and Storage Servicesapprox. 30 % Comission* All other services (consulting, hosting servers)approx. 15 % Comission* Products and Services List will include new products developed and acquired during the term of the agreement as well as additional services in Company’s portfolio. The new list will be provided to Agent as soon as changes/updates have been made.   * Exact prices vary depending on product and quantity.

 

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