AUTHORIZED INDIRECT CHANNEL PARTNER AGREEMENT

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY CLICKING ''I ACCEPT'' BELOW, YOU ARE SIGNING THIS AGREEMENT, THEREBY BECOMING BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH THIS AGREEMENT THEN CLICK ''I DO NOT ACCEPT'' BELOW. THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE DATE SAFENET, INC. ("SAFENET") SENDS AN ACCEPTANCE NOTIFICATION TO THE E-MAIL ADDRESS YOU LISTED IN THE APPLICABLE PARTNER APPLICATION.

This Agreement authorizes Partner the right to resell all products that are currently available through SafeNet's distribution partners (the "Products").

SafeNet grants and Partner accepts a non-exclusive non- transferable license to distribute and sublicense the Products in object code form to its customers pursuant to the terms and conditions stated herein. Sublicensing shall be in accordance with SafeNet's standard software license agreement as sold with the Product.

Partner shall purchase all Products and services directly from a SafeNet authorized distributor.

This Agreement may be terminated at any time by SafeNet.

SafeNet grants and Partner accepts a non-exclusive non-transferable worldwide right and license to use SafeNet trademarks related to the Products provided that Partner shall use all such trademarks in a manner consistent with SafeNet's published standards for use and that SafeNet shall have the right to revoke any and all permitted use under this paragraph in the event Partner uses a trademark, without obtaining SafeNet's consent to such use in a manner which would tend to dilute the strength of that trademark.

Partner shall not copy, decompile, disassemble or otherwise reverse-engineer or reproduce or knowingly allow others, including without limitation, customers to perform such reverse engineering of Products. Partner shall not remove and shall maintain at all times the prominent display of SafeNet's copyright and/or proprietary notices in and on the Products. Partner acknowledges and agrees to fully respect and comply with the protection provided under the copyright laws of nations where the software is installed and under all international conventions.

Partner may not sell Products to the United States federal, state or local government or education sector either directly or indirectly unless Partner has been approved in writing to do so by SafeNet in a separate agreement containing additional terms related to such sales.

SAFENET EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT, INCLUDING IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING OR USAGE OF TRADE.

IN NO EVENT WILL SAFENET OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR OTHER DAMAGES WHETHER OR NOT SAFENET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SAFENET'S ENTIRE LIABILITY UNDER, FOR BREACH OF, OR ARISING OUT OF THIS AGREEMENT, IS LIMITED TO A REFUND OF THE FEES PAID FOR THE PRODUCT OR SERVICE THAT GAVE RISE TO THE CLAIM. IN NO EVENT SHALL SAFENET BE LIABLE FOR PARTNER'S OR ITS CUSTOMER'S COST OF PROCURING SUBSTITUTE GOODS.

Partner acknowledges that all Intellectual Property Rights in Products (including any modifications thereto) and the goodwill associated therewith belongs to SafeNet and its licensors and further acknowledges that ownership of the Products and the Intellectual Property Rights therein shall be held in the name of SafeNet and its licensors. Partner does not have the right to create any derivative works under the terms of this Agreement. Intellectual Property Rights are defined to include: any proprietary right in existence during the term of this Agreement provided under patent law, copyright law, trademark law, trade secret law, semiconductor chip or mask law, and any other statutory provision of common law principle applicable to the Product which may provide a right in either ideas, formulae, algorithms concepts inventions or know-how generally or the expression of such ideas, formulae, algorithms concepts inventions or know-how.

Partner covenants to SafeNet that it shall keep confidential the Confidential Information (defined as all data and information relating to the products, finances, business plans or management of SafeNet which, when disclosed to Partner in written, oral or other form, is designated, marked or otherwise identified as "confidential ") of SafeNet to which Partner obtains access as a consequence of entering in to this Agreement and that it will take all reasonable precautions to protect such Confidential Information from any use disclosure or copying except as expressly authorized by this Agreement, and to only use the confidential information or the benefit of SafeNet as contemplated herein.

Partner may not assign this Agreement without the written consent of SafeNet.

The parties to this Agreement are independent contractors. Partner shall not, except in accordance with this Agreement, represent itself to be an agent or legal representative of SafeNet.

Partner agrees to comply with all applicable export control laws, and regulations, as from time to time amended including without limitation, the laws and regulations administered by the United States Department of Commerce. Partner shall comply with all applicable laws, ordinances, codes, policies, licensing requirements, procedures, rules and regulations applicable to the various jurisdictions within which Partner sell Product.

The Vienna Convention on the International Sale of Goods is expressly excluded from this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of Maryland, without regard to its conflicts of laws provisions.