This Master Agreement is made between eClaris, LLC (“eClaris”) and its affiliate partners (“Partners”).

Partner and eClaris are each enrolled in the eClaris Affiliate Program (“Program”). Partners benefit from the Program by being able to offer eClaris’ eDiscovery services. This allows Partners to expand their own market presence by being able to accept additional jobs. In addition, Partners may receive monetary incentives as set forth below. Partner and eClaris each desire to establish the general terms and conditions which shall govern the relationship between Partner and eClaris which result from their participation in the Program.

To begin the enrollment process, you need to submit a complete Program application at the eClaris website located at www.eclaris.com. We will evaluate your application and will notify you of your acceptance or rejection via email. We may reject your application for any reason, including, but not limited to our determination, in our sole discretion, that your company is unsuitable for the Program. Unsuitable companies include, but are not limited to, those that: (a) contain or link to nudity or pornography or promote sexually explicit materials; (b) promote violence; (c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promote illegal activities; (e) infringe our intellectual property rights or those of any third party or otherwise violate the rights of any third party; (f) contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party; (g) promote the use of any pyramid or similar schemes. If we accept your application, eClaris will provide you with access to its Program. You should also note that if we accept your application and your company is determined in our sole discretion to be unsuitable for the Program, we may terminate this Agreement at any time. If we reject your application, you are unable to reapply to the Program.

eClaris Partnership Options.

A. Silver Level:

i. eClaris may lend basic marketing and sales assistance to support your effort to promote eClaris by providing informative materials and effective selling techniques.
ii. Silver partners do not receive a dedicated project manager and branding opportunities.
iii. Silver partners are not required to dedicate an account executive to promoting eClaris.
iv. Silver partners must give eClaris a certain amount of gigabytes of business per month.

B. Gold Level:

i. eClaris may lend expanded marketing and sales assistance to support your effort to promote eClaris by providing informative materials and effective selling techniques. Expanded marketing and sales assistance includes webinar creation.
ii. Gold partners receive 1 dedicated eClaris project manager.
iii. Gold partners do not receive any branding opportunities.
iv. Gold partners must dedicate 1 account executive to promoting eClaris. The account executive will be trained by eClaris.
v. Gold partners must give eClaris a certain amount of gigabytes of business per month.

C. Platinum Level:

i. eClaris may lend premium marketing and sales assistance to support your effort to promote eClaris by providing informative materials and effective selling techniques. Premium marketing and sales assistance includes webinar creation and tradeshow coordination.
ii. Platinum partners receive 2 dedicated eClaris project managers.
iii. Platinum partners receive branding opportunities. Platinum partners will have their logo substituted for the eClaris logo on the eClaris online procurement website.
iv. Platinum partners must dedicate 2 account executives to promoting eClaris. These account executives will be trained by eClaris.
v. Platinum partners must give eClaris a certain amount of gigabytes of business per month.

2. Partner's Responsibilities.

2.1. Partner will link its site to areas within eClaris site using special URLs as specified by eClaris. Partner may post as many links to the eClaris website and the rest of Programs site as it likes on Partner's site. The position, prominence and nature of links on the Partner's site shall comply with any requirements specified herein, but otherwise will be in the discretion of Partner.

2.2. Partner agrees not to make any representations, warranties or other statements concerning eClaris, except as expressly authorized by this Agreement.

2.3. Partner is responsible for notifying eClaris of any malfunctioning of the special URLs or other problems with Partner's participation in the Program. eClaris will respond promptly to all concerns upon notification by Partner.

2.4. Partner agrees to abide by the eClaris Legal Notices posted on eClaris website here: http://eclaris.com/Notices/LegalNotices.aspx

2.5. Partner agrees that it shall in no way engage in cyber-squatting tactics. This includes but is not limited to domain squatting, trademark squatting, and misspellings of trademarked names.

2.6 Partner agrees that they will not engage in any keyword bidding on eClaris' trademark names, misspellings or similar terms.

2.7 Partner agrees that they will not engage in any email activity that is not in accordance with the U.S. Federal Government’s Can Spam Act of 2003.

2.8 Partner agrees that they will not engage in any keyword bidding on the trademarked names of eClaris’ competitors in an attempt to direct traffic away from eClaris.

2.9 Starting June 1st, 2008, if Partner is based in New York State or has office(s) located within New York State, eClaris will only allow Partner to promote eClaris via Partner's web site. Partner may not promote Merchant through any other marketing channel including, but not limited to: paid search marketing, e-mail marketing, lead generation, mobile marketing or telemarketing.

3. Ownership and Licenses.

3.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.

3.2. eClaris grants Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in this Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, Partner may not copy, distribute, modify, reverse engineer, or create derivative works from the same. Partner may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

3.3. Partner grants eClaris a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Partner solely for co-branding purposes or as a return link from eClaris’ site to Partner's site. eClaris will remove such graphic or banner ad upon Partner's request.

4. Termination.

4.1. Either party may terminate this Agreement at any time.

5. Representations.

5.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.

5.2. EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF eClaris ABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Cross-Indemnification.

6.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.

7. Limitation of Liability.

7.1. In no event shall either party its affiliates, officers, directors, employees and agents be liable to the other party for any direct, indirect, special, exemplary, consequential or

8. General.

8.1. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If you need to send official correspondence, send it via registered mail to eClaris.

8.2. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that execution may be achieved in any format convenient to the parties.

8.3. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part