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Agreement

between Gigaset Communications GmbH hereinafter referred to as Gigaset and XYZ hereinafter referred to as XYZ

- Gigaset und XYZ hereinafter referred to as Parties or Party -

Gigaset and XYZ, intending to be legally bound, WHEREAS, XYZ runs an online-shop under the domain www.nicegear.co.nz and is willing to sell and market products of Gigaset through such online-shop within the territory of New Zealand (Territory); and Gigaset intends to support XYZ in marketing Gigaset products through XYZs online-shop by linking the website of Gigaset in New Zealand to websites of XYZs online-shop and by listing XYZ as reseller on the top of Gigasets website in New Zealand for the South Island geographic list; and XYZ holds the domain gigaset.co.nz while Gigaset holds the trademark Gigaset which is internationally protected in many countries including New Zealand (Intellectual Property Office of New Zealand under No. 802882) and while Gigaset wishes to gain control over the domain without a trademark dispute against XYZ.

WHEREAS,

WHEREAS

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

Article 1 Subject This Agreement states the rights and obligations of XYZ regarding the linking of Gigasets website in New Zealand to websites of XYZs online-shop and by listing XYZ as reseller on the top of Gigasets website in New Zealand for the South Island geographic list and as reseller on Gigasets website in New Zealand for the North Island geographic list (Purpose).

Article 2 Obligations of Gigaset (1) Gigaset hereby non-exclusively grants to XYZ for the term of this Agreement to list XYZ as reseller on the top of Gigasets website in New Zealand for the South Island geographic list and as reseller on the website of Gigaset New Zealand for the North Island geographic list. (2) Gigaset shall, upon signature of this Agreement, beyond listing XYZ on Gigasets website for resellers in New Zealand also link to XYZs online shop from this website. (3) Notwithstanding the above granted rights, Gigaset may at any time list on and / or link other resellers from Gigasets website in this region. Article 3 Obligations of XYZ

(1) XYZ shall take all actions necessary to transfer the domain gigaset.co.nz to
Gigaset, including but not limited to the unlocking of the domain and the initiation of the transfer process regarding the domain gigaset.co.nz at his own expense to Gigaset by sending the domain auth code to stefan.findeisen@gigaset.com not later than 5 days after signing this Agreement. Gigaset will afterwards invoice XYZ the cost of transfer, XYZ shall pay the amount to Gigaset within thirty (30) days after receipt.

(2) XYZ shall cease using the trademark Gigaset for internet domains, and shall not

use the trademark Gigaset as company name or any other kind of usage which exceeds the applicable legally permitted usage of protected trademarks. Gigaset does not grant to XYZ any right/s to use the company name and trademark Gigaset under this Agreement to an extent exceeding mandatory applicable law.

(3) XYZ shall at any time during the term of this Agreement avoid creating the
impression that Gigaset offers or consigns and sells the products.

(4) XYZ may not use the mark Gigaset in a way that may harm the reputation of the

standing of Gigaset. Therefore, XYZ shall only use and display the mark Gigaset if such use or display strictly conforms to the legal requirements and as stated in this Agreement. XYZ may not use the mark Gigaset for the marketing and advertising of products other than Gigaset products branded with the mark Gigaset.

(5) XYZ shall ensure at all times that its use of the mark Gigaset does not create any
confusion as to the source of products and material bearing the designation Gigaset. Therefore XYZ shall not be entitled to use the mark Gigaset in combination or adjacent to any other trademarks of Gigaset, XYZ or third parties, or with any additions or alterations whatsoever, including words, typeface, symbols, graphical designs, product names, model numbers or devices.

(6) XYZ is obliged to strictly comply with all relevant legal provisions and applicable
mandatory law, and not to keep any contents for retrieval, which do not comply with applicable law, such, as including but not limited to, criminal contents or contents which infringe any copyrights, trademark rights or other intellectual property rights of third parties.

(7) XYZ is not allowed to pledge the rights granted to it under this Agreement or to
otherwise dispose of these rights.

Article 5 Liability (1) Any liabilities, rights and claims of the Parties against the other Party other than those rights expressly set forth in this Agreement shall be excluded, regardless of the cause and the theory of law they are based upon, except in cases of willful conduct of either Party and except in cases of death or personal injury. (2) XYZ shall indemnify and hold Gigaset harmless from and against all claims, suits, lawsuits, damages, costs, expenses (including reasonable attorneys fees) and liabilities arising out of or relating to, whether directly or indirectly, any of XYZs breach of its contractual obligations under this Agreement and/or breach of applicable law or infringement of third party rights by XYZ.

Article 7 Confidentiality (1) XYZ may during the term of this Agreement and for two (2) years thereafter not provide any information about the contractual relationship under this Agreement to any third party without Gigasets prior written agreement. (2) XYZ shall use all information and documentation received by Gigaset under this Agreement and with regard to the Purpose only within the scope of this Agreement.

Article 8 Duration and Termination (1) This Agreement shall enter into force upon signature of the last signing Party and shall be valid for a term of one (1) year. (2) Depending on the sales performance of XYZs online shop regarding Gigaset products during the term of this Agreement the Parties shall start negotiations relating to the renewal of this Agreement four (4) weeks prior to the termination date. (3) During the term of this Agreement Gigaset shall be entitled to terminate this Agreement at all times upon four (4) weeks prior notice for cause. (4) This Agreement may be terminated in writing with immediate effect by either Party upon the occurrence of either of an important reason. An important reason shall exist in particular upon the occurrence of one of the following events, which shall include but not be limited to: (i) XYZ filing a petition in bankruptcy or having such a petition filed against it, or a receiver is otherwise appointed; or

(ii)

XYZ committing a material breach of any of its significant obligations under this Agreement or XYZ or its suppliers violating applicable law and, in the event of a breach capable of remedy, failing to cure such breach or failing to reach agreement with Gigaset how to cure such breach within two (2) weeks of the receipt of a notice from Gigaset requiring remedy.

(5) The termination of the contract does not affect the transfer of the domain gigaset.co.nz to Gigaset, i.e. all rights regarding this domain shall remain at Gigaset after the transfer. XYZ is for no reason entitled to reclaim this domain. (6) Any waiver by a Party of a breach of any provision of this Agreement shall not be considered as a waiver of a continued or subsequent breach of the same or any other provision thereof. (7) The rights to terminate this Agreement shall be without prejudice to any other rights or remedy in respect of the breach concerned (if any) or any other breach. Article 9 Miscellaneous (1) All amendments, modifications or changes to this Agreement have to be agreed in writing by both Parties. This requirement shall also apply to this Article 9 (1). (2) This Agreement is governed by, and shall be construed in accordance with, the substantive laws of Germany with the exclusion of the Vienna Convention on the International Sale of Goods and without regard to any conflict of law rules. Any dispute arising from this Agreement shall be heard in front of the competent Court having jurisdiction in Munich, Germany. (3) If any of the provisions of this Agreement prove to be ineffective or impracticable in whole or in part, this shall have no impact on the effectiveness of the other provisions. The Parties shall cooperate in good faith to replace the ineffective or impracticable provision with a legally valid and effective or practicable provision that achieves the same objective as the provision it replaces. The same applies to the closing of gaps in the Agreement.

Gigaset Communications GmbH Place, Date: .. . Name: . (print) . Title:

XYZ Place, Date: .. . Name: . (print) . Title: