GOVERNANCE ONE PARTNER PROGRAM AGREEMENT

GOVERNANCE ONE PARTNER PROGRAM AGREEMENT TERMS AND CONDITIONS This Governance One Partner Program Agreement (the "Agreement") sets forth the terms and conditions regarding the Governance One Partner Program (the "Program") of Governance One Corporation ("Governance One"). BY CLICKING ON THE "APPLY" BUTTON AT THE END OF THE PARTNER APPLICATION, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (THE "PARTNER") AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS. 1. Definitions. Capitalized terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement. However, use of the term "Partner" in this Agreement shall not be interpreted or construed to mean that any party to this Agreement is an "Partner" of any other party for purposes of any federal and state securities laws. "Partner Originated Visitor" means a unique end-user who accesses the Governance One Site through an Partner Link on the Partner Site. "Governance One Brand Features" means Governance One trade names, trademark, service mark and/or logo authorized by Governance One and found at www.reporting.net. "Governance One Content" means Governance One-provided small-business focused articles and other content. "Governance One Product" means the Governance One Software Product and Governance One Online Product. "Governance One Site" means the Governance One World Wide Web site which is the destination of the URL included by Governance One in the Link. "Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing. "Link" means a hypertext and/or graphical link, to or from one Web site to another Web site which allows an Partner Originated Visitor to automatically transfer from the Partner Site to the Governance One Site. "Governance One Online Product" means the Governance One Web-based products. "Governance One Software Product" means the Governance One software products excluding trial, evaluation, demonstration copies, and Governance One Online Product. 2. Enrollment in the Program. To begin the enrollment process, Partner will submit and complete Partner Program application via www.GovernanceOne.com. Governance One will evaluate Partner's application and notify you of your acceptance or rejection of your application. Governance One may reject your application and reserves the right to terminate this Agreement for any reason with or without notice to Partner including but not limited to a determination that the Partner Site is unsuitable for or incompatible with the Program. 3. Links. Partner agrees to promptly post at least one Link (the "Partner Link(s)") to the Governance One Site at one (or more) Web sites owned or operated by Partner (the "Partner Site(s)") in no event later than five (5) business days following Governance One's acceptance of Partner into the Program. Partner Links may not be placed in newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. Any Partner Link placed must be done so in such a way that it is not misleading to any Partner Originated Visitor and done so with the intention of delivering users to the Governance One Site for that Link. Partner acknowledges that the Partner Site will include the Governance One Brand Features, and Partner has no right to alter, remove, or customize the Governance One Brand Features. Partner will not use or display the Link(s) or the Governance One Brand Features in a manner that is defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Governance One, or the goodwill associated with the Governance One Brand Features. 4. Partner Obligations. Partner will be solely responsible for the development, operation and maintenance of Partner Site and for all materials that appear on Partner Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Partner Site; and (b) ensuring that materials posted on Partner Site do not violate or infringe upon the rights of any third party. Partner hereby agrees to indemnify, defend and hold harmless Governance One, its shareholders, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of Partner Site. 5. Competitive Services. If you are approved as an Partner, Governance One would prefer that you not be an Partner or otherwise promote, market or sell any products that are competitive with Governance One Products. If you do market competitive products and services, you agree to place our Link, banners, and any other content identifying Governance One and/or describing the our products and services (the "Content") in a location and in a manner on your Site that is equal to or better than the location and manner in which you place a competitor's Content. 6. Order Processing. Governance One will process orders placed by users who follow the Links from Partner's Site to Governance One's Web Site. Governance One reserves the right to reject or withhold acceptance or fulfillment of orders for any reason or for no reason, including but not limited to the failure of any customer making an order to comply with our terms and conditions of sale, (which we may revise periodically without notice to you). Governance One will be responsible for all aspects of order processing and fulfillment. The amount of sales generated using the Partnerd Links from Partner Site to Governance One Site will be tracked by Be Free (the "Tracking Data"). Partner will have access to Be Free's reporting center at http://www.reporting.net, where Partner can check the Partner Site's sales activity on a daily basis. To permit accurate tracking and reporting, Partner must ensure that the Links between Partner Site and Governance One Site are properly formatted and are maintained. 7. Commissions. Only Governance One Products that are purchased by a user linking to Governance One Site from Partner Site pursuant to a Link ("Linked User"), for which purchase Governance One has received full payment (collectively a "Qualifying Purchase"), will qualify for a commission based on Governance One Software Product purchases ("Commission") or a bounty per each Governance One Online Product subscription ("Bounty" or "Bounties"). No Commission or Bounty will be paid if the visitor to the Governance One Site cannot be tracked by Be Free's system or if the visitor to the Governance One Site accesses the Governance One Site by a means other than the use of the Link. Commission rates ("Commission Rates") and Bounty rates ("Bounty Rates") will be based on the amount actually paid to us for Qualifying Purchases, excluding amounts collected by us for sales taxes, duties, shipping, handling, and similar charges, amounts due to credit card fraud and bad debt, and credits for returned goods ("Net Sales"). The current Commission Rate is 5% of the Net Sales received by Governance One, payable in U.S. dollars. The current Bounty Rate is a single one-time twenty dollar ($20) payment per each Qualified Purchase. Although it assumes no obligation to do so, Governance One may, from time to time, offer additional incentives to its Partners. 8. Payments. Subject to Section 7 above, Governance One will pay Partner the Commissions and Bounties earned which payments will be calculated on a monthly basis. Approximately forty-five (45) days following the end of each calendar month during the agreement, Governance One will send Partner a check for the Commissions and Bounties you earned in such month, less any other fees or reduction for returns that Governance One is required by law to withhold, and excluding fraudulent, redundant, or non-qualifying Commissions or Bounties. If the Commissions and Bounties payable to Partner for any calendar month are less than $100.00, Governance One will hold those fees until the total amount due is at least $100.00 (unless this Agreement is terminated). Partner may be taxed on the accrual of Commissions or Bounties, depending on the tax laws of Partner's federal, state, and local jurisdictions. Partner shall be responsible for any and all tax liability arising out of your accrual or receipt of Commissions or Bounties and Partner hereby agrees to indemnify and hold Governance One harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from such tax liability. 9. License Grant. Governance One hereby grants to Partner a limited, nonexclusive, royalty-free, nontransferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute and display the Governance One Brand Features and Governance One Content at the Partner Site solely in the form delivered by Governance One. Partner is only entitled to use the Governance One Brand Features and Governance One Content to the extent that the Partner is a member in good standing in the Program. 10. Reservation of Rights. Governance One reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. Governance One retains all right, title, and interest in and to the Governance One Brand Features and the Governance One Site, together with all Intellectual Property Rights thereto. 11. Program Information. Governance One will own all right, title and interest in and to all information that is created or collected in the operation of the Governance One Site including, without limitation: (i) any contact information collected from any Partner Originated Visitors, (the "Contact Information"); and (ii) any information collected about product sales at the Governance One Site generated through the Partner Link(s), (the "Sales Information"). Governance One will make certain Sales Information available online to Partner from time to time. Partner will not disclose any Sales Information to any third party without Governance One's prior approval. Subject to the terms and conditions of this Agreement, Governance One grants to Partner a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section. 12. Termination. This Agreement will become effective on the Effective Date and ends when terminated by either party in accordance with this Agreement. This Agreement may be terminated (i) by Governance One, with or without cause, and with or without notice to Partner, and (ii) by Partner, with or without cause, by removing the Governance One Brand Feature from the Partner Site, and notifying Governance One of its intention to terminate the Agreement. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Partner shall immediately remove any Partner Link(s) and Governance One Brand Features from Partner Site; (iii) Governance One will pay Partner any accrued and unpaid Fees, provided such fees exceed $25; and (iv) Sections 14, 15, 16, 17, 18, 20, and 21 and this sentence will survive. If Governance One should terminate this Agreement because Partner is in breach of a material term, Governance One may withhold Commissions or Bounties payable to you in an amount equal to the amount by which Governance One believes in good faith that we have been damaged by such breach, including prospective damages and damages resulting from claims by third-parties caused by such breach. 13. Modification. At any time and in Governance One's sole discretion, Governance One may modify any of the terms and conditions contained in this Agreement by (i) posting a change notice or a new agreement on www.GovernanceOne.com and/or (ii) e-mailing a revised agreement to Partner. If any modification is unacceptable to Partner, Partner's only recourse is to terminate this Agreement. Partner's continued participation in the program following Governance One's posting of a change notice or new agreement on www.GovernanceOne.com and/or Partner's receipt of a revised agreement will constitute binding acceptance of the modification. 14. Disclaimer. THE GOVERNANCE ONE SITE AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND GOVERNANCE ONE EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE GOVERNANCE ONE SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, GOVERNANCE ONE MAKES NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF GOVERNANCE ONE'S SITE, OR BE FREE'S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES GENERATED BY YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND GOVERNANCE ONE SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. GOVERNANCE ONE SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF GOVERNANCE ONE'S PRODUCTS. 15. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL GOVERNANCE ONE BE LIABLE WHETHER IN TORT, CONTRACT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE PROGRAM. WITHOUT LIMITING THE FOREGOING, GOVERNANCE ONE'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PARTNER UNDER THIS AGREEMENT. 16. Authority. If the person entering into this Agreement is acting on behalf of his or her company, such person represents to Governance One that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Partner, that this Agreement has been duly authorized by Partner and that this Agreement will constitute the legal, valid and binding obligation of Partner. Such person hereby agrees to indemnify and hold Governance One harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section. If the person entering into this Agreement is acting on one's behalf, such person represents to Governance One that he or she is an individual, 18 years of age or older, who is a U.S. citizen or permanent resident and is not a citizen or permanent resident of Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria. 17. Publicity. Partner shall not create, publish, distribute, or permit any written material that makes reference to Governance One without first submitting such material to Governance One and receiving written consent from Governance One. 18. Relationship of Parties. Partner and Governance One are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Partner will have no authority to make or accept any offers or representations on Governance One's behalf. Partner will not make any statement, whether on Partner Site or otherwise, that reasonably would contradict anything in this Section. Partner, as an independent contractor, will have sole responsibility for its expenses, employees, sales representatives and agents. 19. Communications. Partner agrees that by becoming a Governance One Partner, Governance One will contact you on a periodic basis with information about Governance One's Partner programs. 20. Geographic Scope. All the rights and obligations of both Governance One and Partner are valid only within the United States. 21. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the State of California without reference to conflicts of laws provisions, and any legal proceeding arising out of this Agreement will occur in San Francisco, California. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between Governance One and Partner with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between Governance One and Partner with respect to the subject matter hereof. Partner may not assign all or any part of this Agreement without Governance One's prior written consent. Except as set forth in Section 13, this Agreement may not be modified without the prior written consent of both parties. 22. Notice. Any notice to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice to Governance One will be directed to Governance One Corporation, 5201 Great America Parkway, Suite 238, Santa Clara, CA 95054, Attn: General Counsel, Phone: (408) 980-8688, Fax: (408) 904-6358. 23. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties to this Agreement and their respective successors and assigns. 24. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PARTNER PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.