Veara

Veara eBusiness Alliance
Professional SP Agreement
(Please Print)

This Veara eBusiness Alliance Agreement ("Agreement") and Exhibits is entered into this _ day of _, 2006

between Veara , Inc. ("Company") and

_, ("SP"),

with its principal office at (City, State Zip Code): _____

In consideration of the mutual terms, conditions and covenants hereinafter set forth, Company and Consultant agree as follows:

Term This Agreement shall be for One (1) year from the date first above written. At the end of this One (1) year term, this Agreement shall renew automatically for successive One (1) year terms upon each annual anniversary date of the end of the initial term unless the Agreement is sooner terminated as provided in this Agreement.

Qualifications - SP acknowledges that in general it meets the qualification outlined below for participation as and Veara eBusiness Alliance Professional:

3 years of experience as an independent solution provider
A minimum of $500,000 or greater in annual product revenue
Approved or authorized status with at least three major suppliers or distributor
Be committed to providing value-added products and services to customers
Sign an eBusiness Alliance Professional Agreement

Confidential Information - During the relationship in connection herewith, the Company will disclose to SP Confidential Information. SP acknowledges that: the Confidential Information is proprietary to the Company; SP will not acquire any interest in the Confidential Information other than the right to use such information during the term of this Agreement; and use in any other business or activity not sanctioned by the Company would be a breach of this Agreement and constitute an unfair method of competition.

Participation - When applicable the SP agrees to actively participate in all programs offered by the Company. SP and Company agree that each shall be responsive to the other by providing a rapid reply to the other for any questions, surveys or other correspondence.

Outstanding Issues - SP and Company agree to provide best effort to bring to conclusion any outstanding issue or issues within Fifteen (15) business days. In consideration, the Company agrees to provide to the SP all benefits available to other eBusiness Alliance SP's, which have signed an eBusiness Alliance Professional SP Agreement.

Agreements - Certain software and services may be covered by separate agreements.

Payments - SP agrees to remit fees promptly as charged according to the eBusiness Alliance Price List then in effect. Company reserves the right to change this Price List with a 30-day prior written notice to SP. SP agrees to pay all invoiced and outstanding fees in advance by the 1st day of each month.

Non-Payment Termination - The Company in its sole discretion reserves the right to terminate any SP whose account is delinquent more than Thirty (30) days.

Relationship - of the Parties It is understood and agreed by the parties that they are independent contractors, and nothing contained in this Agreement shall be construed to (1) give either party the power to direct and control the day-to-day activities of the other, (2) constitute the parties as partners, joint ventures, co-owners, other otherwise, or (3) allow SP's to create or assume any obligation on behalf of the Company for any purpose whatsoever. SP is not an employee or the Company and is not entitled to any employee benefits. SP shall be responsible for paying all income taxes charged to SP on amounts earned hereunder. All financial and other obligations associated with SP's business are the sole responsibility of the SP.

Indemnification - SP will indemnify, defend and hold harmless the Company and its related entities and their shareholders, directors, officers, employees, agents, successors and assigns (the "Indemnified Parties") against any liability for any claims directly or indirectly arising out of the SP’s business practices or operations.

Transfer of Agreement by SP - SP may not transfer this agreement or the benefits hereof without approval of the Company, which consent may be withheld in the sole discretion of the Company. SP understands and acknowledges that the rights and duties created by this Agreement are personal to SP (or if SP is a corporation or a partnership, to its owners) and that the Company has granted this Agreement in reliance upon the individual or collective character, skill aptitude, attitude, business ability and financial capacity of SP (or its owners).

Transfer of Agreement by Company - This Agreement is fully transferable by the Company and will inure to the benefit of any transferee or other legal successor to the interest of the Company herein.

Termination by SP - SP may terminate this Agreement by delivering a Thirty (30) day prior written notice of intent to terminate provided all fees owed the company are current.

Termination by Company - The Company will have the right to terminate this Agreement immediately effective upon delivery of notice of termination to SP, if SP (or its owners): (a) makes any unauthorized use or disclosure of any Confidential Information; (b) Takes actions which are deemed by the Company to be harmful in any way to the Company’s business (c) fails to make payment of any amounts due the Company or its related companies hereunder and such failure is not corrected within Ten (10) days after written notice of such failure is delivered to SP.

Entire Agreement - This Agreement contains the entire agreement of the parties hereto with respect to the subject matter of this Agreement. The Agreement may not be changed orally but only in writing signed by the party against who enforcement of any waiver, change, modification, extension, or discharge is sought. This Agreement shall supersede any written or verbal prior agreements in effect by and between the parties hereto.

Governing Law - This Agreement shall be governed by the laws of the State of Oregon. SP agrees that all actions involving any dispute under this Agreement shall be conducted only in the federal or state courts in Oregon.

Notices - Any notices required to be given or otherwise given pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by certified mail, return receipt requested or sent by recognized overnight delivery service to the addresses for the Company and SP as stated in this Agreement.

Severability - In case any covenant, condition, term or restriction contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, in whole or in part, by a judgment, order or decree, and no further appeal or petition for review is available, the validity of the remaining part of any term or provision held to be partially invalid, illegal or unenforceable, shall in no way be affected, prejudiced or disturbed thereby.

Counterparts - This Agreement may be executed in one or more counterparts, each of which shall be deemed an original instrument, but all of which counterparts when taken together shall constitute but one and the same Agreement.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its corporate name, hereunto duly authorized, and the SP has executed this Agreement, intending to be bound hereby, on or as of the Effective Date.

SP :____

By:

Signature: Date

Veara, Inc.

By:

Signature: Date