Sage



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|Applicant Information |

|Participant Full Name:       |Title:       |

|Company:       |

|Email:       |

|Address:       |

|City:       |State:       |ZIP:       |

|Telephone:       |Fax:       | |

|Select which Sage product line you are planning to focus on for the incremental sales benefit: |

| Sage 100 ERP | Sage 500 ERP | Sage ERP X3 |

|Sage 100 Contractor |Sage PFW ERP |Sage Fixed Assets |

|Sage 300 ERP |Sage BusinessVision Accounting |Sage HRMS |

|Sage 300 Trade Specialty |Sage BusinessWorks Accounting |Sage 50 - U.S. Edition |

|Sage 300 Construction and Real Estate |Sage Pro ERP |Other:       |

|Select the Sage Academy you wish to attend: |

| Sage Sales Academy (SSA): $2,000 |

|Sage Marketing Academy (SMA): $2,000 |

|Sage Consulting Academy (SCA): $2,000 |

|Updated Academy Dates |SSA: 3 days |SMA: 3 days |SCA: 4 days |

| Atlanta, GA | Oct. 15-17, 2013 | Oct. 15-17, 2013 | Oct. 14-17, 2013 |

| Dallas, TX (updated dates) | Dec. 2-4, 2013 | Dec. 2-4, 2013 | Dec. 2-4, 2013 (3 days) |

| Irvine, CA (updated dates) | Feb. 18-20, 2014 | Feb. 18-20, 2014 | Feb. 17-20, 2014 |

| Toronto, ON | Apr. 8-10, 2014 | Apr. 8-10, 2014 | Apr. 7-10, 2014 |

|Payment method: Please select one of the following payment types: |

| Terms (Must be pre-approved) Credit Card (Sage will contact you for your credit card information if you select this option) |

|The Process |

| |

|Read the Sage Academy Plus Program Overview |

|Fill out, sign, and return this Sage Academy Plus Application Form and Participant Agreement |

|Send the signed application and agreement forms to: PartnerPrograms@ |

|Pay the program fee |

|Begin taking advantage of the benefits! |

If you have any questions or require any additional information on the program, contact: PartnerPrograms@

By signing below, you are agreeing to the terms of the program and are acknowledging that you have read and understand the Sage Academy Program Overview and Agreement set out on the following pages.

Thank you for your interest in the Sage Academy Plus Program!

|Applicant Signature: |Date:       |

The Sage Academy Plus Program Participant Agreement begins on the next page.

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SAGE ACADEMY PLUS PARTICIPANT AGREEMENT

The Agreement is made by and between the Business Partner signing the Sage Academy Plus Application Form (“Participant”) to which this Agreement is attached and Sage Software, Inc. (“Sponsor”). These terms and conditions together with Participant’s acknowledgement constitute the Sage Academy Plus Participant Agreement (“Agreement”) and govern Participant’s participation in the Sage Academy Plus program. This Agreement becomes effective when Sage has received Participant’s required Sage Academy Plus program fee and Participant acknowledges or accepted this Agreement (the “Effective Date”). Each of Sponsor and Participant is sometimes referred to herein as a “Party,” and they are collectively referred to herein as the “Parties.”

RECITALS

WHEREAS, Sponsor and its co-sponsoring affiliate, Sage Software Canada, Ltd., are individually referred to herein as a “Sage Company” and collectively as “Sage.” Sage publishes business management application programs (“Sage Applications”) for licensed use by small to mid-size businesses and distributes the Sage Applications primarily to and through a channel of independent distributors (“Business Partners”). As of the Effective Date, Participant is one of Sage‘s Business Partners in good standing and is entitled to the benefits and is subject to the obligations of a business partner agreement between it and one of the Sage Companies.

WHEREAS, in order to ensure mutual success for Sage and its Business Partners, Sage has established a program (“Partner Advantage Program”), the details of which have varied from time to time, and which currently includes the opportunity to participate in the Sage Academy Plus program referred to herein.

WHEREAS, Participant has been authorized by Sage to sell licenses for one or more Sage Applications (each an “Applicable Product Line”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, terms and conditions herein, the Parties agree as follows:

1. Participant’s Representations and Warranties.

1.1 Participant represents and warrants that as of the Effective Date it has and will continue to have throughout the Term (as defined below), a commitment by its owner to take commercially reasonable steps to grow its business of purchasing and reselling new licenses for an Applicable Product Line.

1.2 Participant represents and warrants that all statements it makes when registering for Sage Academy Plus remain true and correct as of the Effective Date. Without limiting the generality of the foregoing, Participant represents that as of the Effective Date: (a) it is authorized to purchase and resell licenses and service plans for an Applicable Product Line; (b) it has either successfully completed all product certifications required for the Applicable Product Line or is committed to do so within the time allowed for the Applicable Product Line; and (c) it has an active business partner agreement in place with the Sage Company that publishes the Applicable Product Line.

2. Participant’s Obligations.

2.1 Participant will pay to Sponsor a total Sage Academy Plus program participation fee of $2,000.00 (this and all other dollar amounts stated herein are expressed in United States Dollars).

2.2 Participant will (a) ensure that a Participant principal, owner manager or employee attends the Sage Academy Plus session selected and paid for by Participant, (b) the session attendee participates in all monthly calls with Participant’s assigned Peer Advisor and all monthly Peer Group calls, and (c) Participant remains in good standing with Sage throughout the Term. (d) Participant’s principals, owners and managers are strongly encouraged to attend the Sage Academy Plus session and join Peer Advisor calls and Peer Group calls.

3. Sponsor’s Obligations.

3.1 If Participant is fulfilling its obligations hereunder and is in good standing with the Sage Company that publishes the Applicable Product Line, and subject to Section 4 below, Sponsor will provide Participant with the following benefits:

(a) Registration to a Sage Academy;

(b) One Thousand Dollars ($1,000) in marketing funds to be applied toward various approved demand-generation activities;

(c) Monthly 1-on-1 coaching for six (6) consecutive months;

(d) Instructor-led, monthly peer group calls for six (6) months; and,

(e) Up to Two Thousand Dollars ($2,000) in credits for Qualifying Sales Transactions, as set forth below.

3.2 With respect to the credits for Qualifying Sales Transactions:

(a) More than one Participant employee may earn credits for the same or a different Applicable Product Line, as more fully described below.

(b) A “Qualifying Sales Transaction” is determined with reference to the twelve months immediately preceding the Effective Date (the “Base Period”), and particularly the number of new customer sales in the Applicable Product Line that Participant made during the Base Period (the “Base Number”). The first Qualifying Sales Transaction is the transaction that causes the total of Participant’s new customer sales in the Applicable Product Line within twelve months after the Effective Date (the “Qualifying Sales Transaction Period”) to exceed the total of Participant’s new customer sales in the Applicable Product Line during the Base Period. For example, if Participant’s Base Number is four (having made four new customer sales in the Applicable Product Line during the Base Period), each of the next two new customer sales an employee of Participant makes during the Qualifying Sales Transaction Period can be a Qualifying Sales Transaction. Participant may earn credits for Qualifying Sales Transaction completed by one or more Participant employees in more than one Applicable Product Line in the same Qualifying Sales Transaction Period, up to two transactions per Participant employee.

(c) For each Qualifying Sales Transaction (up to two transactions per Participant employee) made during the Qualifying Sales Transaction Period, Sponsor will provide Participant a credit equal to Participant’s actual cost not to exceed Two Thousand Dollars in total for both Qualifying Sales Transactions by the same Participant employee.

4. Term and Termination.

4.1 This Agreement will automatically terminate upon the earlier of:

(a) The expiration of the six months immediately following the first day of the Sage Academy Plus session selected and attended by Participant (the “Term”); or

(b) Any termination of the business partner agreement between Participant and the Sage Company that publishes the Applicable Product Line.

4.2 Sponsor may terminate this Agreement at any time following Participant’s breach of this Agreement if Participant fails to cure such breach within 30 days after receipt of notice from Sponsor or the Sage Company that publishes the Applicable Product Line.

4.3 Sage reserves the right to terminate the Sage Academy Plus program in its entirety or with respect to any Applicable Product Line at any time by giving Participant 10 days notice. If Sage terminates the Sage Academy Plus program under this Section in its entirety or with respect to a particular Applicable Product Line, and Participant has fulfilled all of its obligations hereunder (as determined by Sage in its sole discretion) and is in good standing with the Sage Company that publishes the Applicable Product Line (as determined by Sage in its sole discretion), Sponsor shall provide Participant a pro rata refund of fees paid by Participant to Sponsor or incurred by Participant prior to the effective date of termination as follows: If Sage terminates the Sage Academy Plus program in its entirety or with respect to an Applicable Product Line at the end of month three of the Term and Participant has paid to Sponsor the total participation fee of Two Thousand Dollars, Sponsor will refund to Participant one-half of the enrollment fee (One Thousand Dollars). Sponsor will also honor all requests for reimbursement of qualifying lead generation expenses incurred on or before the date of termination and submitted to Sponsor in compliance with Section 3 above within 30 days of the date of termination and all requests for credits for Qualifying Sales Transactions entered into on or before the date of the termination and submitted to Sponsor within 30 days of termination.

4.4 Unless otherwise expressly provided herein, Sponsor’s obligation to provide any of the benefits identified in Section 3.1 above will not survive termination of the Agreement.

4.5 Participant’s obligation to pay Sponsor all money due under this Agreement shall survive termination.

4.6 Unless this Agreement is terminated by Sage pursuant to Section 4.3 above, the provisions in Section 3.3 regarding Qualifying Sales Transactions shall survive expiration of the Term for a period of 6 months.

4.7 Sage reserves the right to change the terms and conditions hereof, including but not limited to the rewards and benefits described herein, and to revoke membership if Participant fails to meet any of its commitments, including but not limited to payment; and Participant reserves the right to terminate membership at will, and in either case Sage will have neither any obligation to refund any money paid to it under the Agreement nor any other obligation hereunder.

5. Miscellaneous.

1. Relationship of the Parties. Participant and Sage are independent contractors. Notwithstanding anything to the contrary, nothing in this Agreement does or is intended to create an agency, employment, partnership, joint venture or similar relationship between the Parties. Neither Party is granted any right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party in any matter or thing whatsoever, and neither Party shall hold itself out as entitled to do the same. Participant acknowledges that it is not entitled to any benefits available to Sage employees.

2. Notice. All notices and other communications hereunder shall be in writing and deemed to have been given when delivered personally or received by confirmed facsimile or electronic transmission, prepaid courier or by registered or certified mail, postage prepaid. In the case of Sage, every notice hereunder shall be sent to Sage Software, Inc., 6531 & 6561 Irvine Center Dr., Irvine, CA 92618, Attention: General Counsel; and in the case of Participant, every notice hereunder shall be sent to the address listed on the signature page. Either Party may change its address for notice by giving the other Party prior written notice of the new address and the date upon which such new address will become effective in conformity with the provisions of this Section.

3. Entire Agreement. This Agreement, including the Terms and Conditions herein, together with the signature page and the Application, sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and expressly supersedes and cancels all prior or contemporaneous oral or written representations, undertakings, or agreements related thereto. Each Party acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained herein.

4. Modification. Any modification of this Agreement must be in writing and signed by an authorized representative of each Party. No course of dealing, course of performance, trade usage or other interpretation shall modify this Agreement.

5. Severability. If any provision of this Agreement is found to be illegal or unenforceable, such provision will be deemed modified to conform to applicable laws or regulations, or if it cannot be so modified without materially altering the intent of the parties, it shall be stricken and the remainder of the Agreement shall continue in full force and effect.

6. Assignment. This Agreement may not be assigned or transferred by Participant, in whole or in part, without the prior written consent of Sage, which consent shall not be unreasonably withheld. Any assignment or transfer in violation of the terms of this Section shall be null and void. This Agreement shall inure to the benefit of each Party and its respective successors in interest and permitted assigns.

7. Waiver. No delay or failure by either Party to exercise any right, power or remedy accruing upon any breach, default or noncompliance under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of such or any subsequent breach, default or noncompliance.

8. Governing Law and Venue. This Agreement and all matters related hereto shall be construed in accordance with the laws of the State of California, except those rules relating to conflicts of laws and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any action or proceeding arising out of or related to this Agreement shall be brought only in a court located in Orange County, California. Each Party expressly consents to the jurisdiction of such courts.

9. Counterparts. This Agreement may be executed electronically or in writing, or in two (2) or more counterparts. Each shall be deemed an original, and all such copies, together, shall constitute a single agreement. Transmission of counterparts by facsimile or other electronic means shall be acceptable and binding upon the Parties.

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Sage Academy Plus

Application Form and Participant Agreement

Sage Academy Plus

Participant Agreement

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