Minimum Terms and Conditions for Other Resellers

Distributor shall ensure that each agreement it enters into with other Resellers will contain the following minimum terms and conditions:
1. Distributor grants a non-transferable, non-exclusive right to other Resellers to distribute the Products and/or Service directly to End Users.
2. No title to the proprietary rights in any Products, Confidential Information or PaudiModel Material is transferred to other Resellers by PaudiModel or Distributor.
3. Other Resellers will not modify, disassemble the Products provided by PaudiModel.
4. Other Resellers will keep all PaudiModel Confidential Information strictly confidential.
5. PaudiModel makes no warranty to other Resellers of any kind with respect to any Products and/or Service, express or implied, including, without limitation to, free of errors, the implied warranties of merchantability, fitness for a particular purpose (even if that purpose is known to PaudiModel) and non-infringement of third party rights. PaudiModel will not be liable to other Resellers or its customers for special, indirect, consequential, incidental or punitive damages.
6. PaudiModel shall not be liable to other Resellers with respect to any claim asserted by other Resellers relating to the use or performance of any Product, except for the written limited warranty PaudiModel provides with a particular Product, other Resellers may not make or pass on, and shall take all measures necessary to ensure that neither it nor any of its agents or employees shall make or pass on, any warranty or representation relating to that Product on behalf of PaudiModel to any End User, or other third party.