WinSim Inc.



WINSIM Inc. ("WINSIM") agrees to grant to RESELLER, and RESELLER agrees to accept from WINSIM, a non-transferable and non-exclusive license to resell the following computer programs ["Program(s)"], in accordance with the Terms and Conditions herein specified.

Note: RESELLER agreements are not available in all Countries / Territories. Please contact WINSIM for details.


"Program(s)": Design II for Windows and sub-packages thereof

"User Guide(s)": User documentation for Program(s)

"Training": User training in use of Program(s)

"Territory": Geographical area covered by the license granted herein.

"WSRP": WINSIM’s Suggested Retail Price

Variable Commercial Terms:


Initial discount to RESELLER from WSRP:
________ (Please initial here) Program License Agreement Sales: ________ %
________ (Please initial here) Program Usage (Lease) Agreement Sales: ________ %
________ (Please initial here) Maintenance, Support and Service Agreement Sales: ________ %
________ (Please initial here) Training: ________ %

________ (Please initial here) RESELLER agrees to pay a Service Fee to WinSim Inc. of US $1,000.00 per year while the RESELLER AGREEMENT is in force. RESELLER must be in good standing on their service fee payments in order to receive a discount on RESELLER's purchase(s) from WinSim Inc.

________ (Please initial here) RESELLER agrees to provide a semi-monthly sales prospect report via email to

This Agreement also is subject to the additional Terms and Conditions specified in Exhibit A.

________ (Please initial here) RESELLER hereby certifies that the Terms and Conditions contained in this Agreement and in Exhibit A have not been modified except where noted in handwriting.

Accepted For RESELLER:

RESELLER Name - Please type or print)

(RESELLER Signature)



(RESELLER Office Address)

(RESELLER Phone, Fax)

(RESELLER Billing Address)

(RESELLER Email Address)

Accepted For WINSIM:

(WINSIM Name - Please type or print)

(WINSIM Signature)

(WINSIM Title)


WINSIM Office Address: WinSim Inc., 8653 FM 2759 Road, Richmond, TX, 77469, USA

WINSIM Phone: 281 - 545 - 9200

WINSIM Fax: 281 - 545 - 8820

WINSIM Email Address:,


Term: This Agreement is effective upon the date when it has been fully executed by both parties and shall remain in force for one (1) year unless sooner terminated as provided herein. WINSIM may terminate this Agreement at six (6) months for reseller non-performance at WINSIM's discretion. WINSIM may terminate this Agreement as provided herein under "Remedies". WINSIM may opt to extend this agreement at its discretion. No notice will be provided for any of these events.

License: RESELLER may purchase for resale any rights to the Program(s), any User Guide(s) and any Training that WINSIM then generally offers for sale in the Territory. The license granted herein to RESELLER is not transferable to other parties, is valid only within the Territory and is not exclusive within the Territory. RESELLER may not use, copy, modify or transfer the Program(s), or any copy thereof, in whole or part, except as expressly provided in this Agreement.

Retail Pricing: WINSIM shall maintain a WSRP for the Territory, and RESELLER shall not sell at prices greater than said WSRP. Should RESELLER sell at prices greater than said WSRP, RESELLER shall be in default under this Agreement without notice.

RESELLER Discount: The Initial Discount shown on the face hereof shall apply during the first year of this Agreement for items purchased by RESELLER for resale. Each subsequent year on the anniversary date, WINSIM shall have the right, but not obligation, to change the RESELLER Discount based on actual sales for the prior year.

Restrictions on Export: RESELLER agrees to not export Program(s) from Territory to Cuba, Iran, Iraq, Libya, North Korea or any other destination subject to the Embargo Provisions of the United Stated Department of Commerce Bureau of Export Administration without prior written consent of WINSIM. RESELLER agrees to obtain a validated export license when exporting from the United States of America if Program(s) are incorporated into the design, development, production or other activities related to Chemical Weapons, Biological Weapons, Nuclear Weapons or Ballistic Missiles.

Warranty: WINSIM represents and warrants that it has the full right to license the Programs(s) and that the license granted hereunder for the Program(s) does not infringe the patent(s) or copyright(s) of any third party. WINSIM will indemnify and hold RESELLER harmless from any copyright infringement, trademark infringement, patent infringement or trade secret misappropriation action brought by a third party and will pay any final judgment entered against RESELLER, including reasonable attorney fees. If any of the Program(s) becomes the subject of any such action or if a court judgment is made that the Program(s) do infringe, WINSIM, at its option and expense, may: (i) replace or modify the Program(s) to make them non-infringing without affecting the functionality thereof; (ii) obtain for RESELLER the right to continue to use the Program(s), or (iii) if the options described in (i) and (ii) are not available, accept the return of the Program(s) and refund the license fees paid by RESELLER for the infringing Program(s). THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY WINSIM. IN NO EVENT SHALL WINSIM'S LIABILITY OF ANY KIND INCLUDE ANY DAMAGES INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONJUNCTION WITH THE USE OR PERFORMANCE OF THE PROGRAM(S) EVEN IF WINSIM SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

If laws of Territory do not allow the exclusion or limitation of incidental or consequential damages, the limitations or exclusions herein may not apply to the RESELLER.

Limitation of Liability: Notwithstanding anything else contained herein, WINSIM shall not be liable to RESELLER for indirect, special, incidental or consequential damages arising out of or in conjunction with the use or performance of the Program(s) even if WINSIM shall have been advised of the possibility of such potential loss or damage. Except for 3rd party claims of copyright infringement, trademark infringement, patent infringement or trade secret misappropriation and for any personal injury, death or tangible property damage that occurs as a result of negligence or willful misconduct by a WINSIM employee while on RESELLER’s property, the total liability of WINSIM to RESELLER arising out of the performance of this Agreement shall not exceed the amount of moneys actually paid to WINSIM by RESELLER during the ninety (90) days preceding the day in which the damage or injury is alleged to have occurred under this Agreement.

Charges: Billings will be rendered at the beginning of the period for which payment is due. RESELLER shall be responsible for any taxes, however designated, levied or based thereon or on this Agreement or the Program(s) or their use, including duties, customs, state and local privilege or excise taxes on gross revenue, and any taxes or amounts in lieu thereof in respect of the foregoing, exclusive, however, of taxes based on WINSIM net income. Except when RESELLER provides a resale certificate acceptable to WINSIM, there shall be added to the amounts due herein an amount equal to the sales tax for deliveries to any State within the United States of America for which WINSIM is obligated to collect such tax including without limitation the State of Texas.

Currency: Unless specified otherwise herein, payment shall be made in United States of America dollars.

End-User Agreements:RESELLER agrees to have WINSIM's end-user contracts signed and executed by the end-user on a timely basis.

Confidentiality: A confidential relationship between the parties is hereby created. Except as provided in this Agreement, RESELLER agrees not to disclose to any third parties the Program(s) or any parts of the Program(s), or any method or technique included in the Program(s), without the prior written consent of WINSIM. Such restrictions on disclosure will not apply to information which at the time of disclosure to RESELLER is in the possession of the public or RESELLER without any obligation of confidentiality or which is independently made available to RESELLER at some time in the future by a third party having good legal title thereto and without obligation of confidentiality or which enters the public domain at some time in the future through no act or omission by RESELLER. However, information shall not be deemed to be in the possession of public or RESELLER or independently made available by a third party merely because it may be contained within broad disclosures, or derived from combinations of broad disclosures in the possession of the public or RESELLER or independently made available by a third party. Termination of this Agreement shall not terminate the obligations of confidentiality specified herein.

Trademarks: Except as provided in this Agreement, RESELLER agrees not to use the mark "WINSIM" or any other mark or name which is proprietary to WINSIM without the prior written consent of WINSIM. During the term of this Agreement, WINSIM authorizes RESELLER to use the tagline "WINSIM Authorized RESELLER" with the understanding that such use shall be subject to and consistent with WINSIM’s trademark usage policies and that "WINSIM" be identified as a registered trademark of WINSIM Inc.

Remedies: Should RESELLER commit an act of bankruptcy or become insolvent or should any substantial part of RESELLER's property be subject to any levy, seizure, assignment, application of sale for or by any creditors or governmental agencies, or should RESELLER fail to discharge fully and promptly any of its obligations hereunder including its obligations of confidentiality or any payment of the sums provided hereunder, WINSIM shall have the right to declare the Agreement in default by giving notice to the effect. RESELLER shall have thirty days from the date of the notice to cure the default. In the absence of such cure, the Agreement shall terminate. This right of WINSIM to terminate for breach shall be a non-exclusive remedy and WINSIM shall have the right in addition to termination to pursue such other remedies as the law shall allow under the particular circumstances.

Copyrights and Trade Secrets: RESELLER acknowledges that the Program(s) are the literary creation of WINSIM and its licensor(s) and the rights thereto are wholly owned by WINSIM and its licenser(s). While WINSIM claims copyright protection for all aspects of the Program(s) for which such protection is appropriate, WINSIM also claims, and has vigorously defended, its trade secret rights in and to the confidential information, including the structures, formulas, algorithms and ideas underlying the Program(s). RESELLER expressly agrees that it shall respect both the copyrights and trade secret rights to the Program(s).

Governing Law: This Agreement shall be governed according to the laws of the WINSIM Country and State or Province.

Arbitration: The parties agree that all disputes of any kind or character relating to the negotiation, performance or breech of this Agreement that cannot be settled by the parties will be submitted to arbitration before the American Arbitration Association (AAA) in Houston, Texas. The parties each will select one arbitrator pursuant to the AAA rules. Costs of arbitration shall be borne equally by each party.

General: Headings are stated for convenience only and are not to be construed as limiting. The terms and conditions of this Agreement supersede those of all previous Agreements between WINSIM and the RESELLER with respect to resale of Program(s). This Agreement is not assignable without prior written consent of WINSIM. Any attempt by the RESELLER to sublet, assign or transfer any of the RESELLER's rights, duties or obligations under this Agreement is void. This contract constitutes the entire Agreement between WINSIM and the RESELLER with respect to resale of the Program(s). Third parties shall be defined to include corporate parents and subsidiaries. If any part or parts of this Agreement are held to be invalid, the remaining parts of the Agreement shall continue to be valid and enforceable to the parties hereto.

Please FAX to USA 281-545-8820