MHT (888)CPE1.org Office Live Consulting, Training, Research Development & Programming Services Jump Page

OFFICE LIVE MARKETPLACE JUMP PAGE ONLINE APPLICATION

to olmrkt@microsoft.com

subject “Marketplace submission for <1(888)CPE1.Org 4 Office Live>”.

body of the e-mail does include the following information:

Company name: 1(888)CPE1.Org 4 Office Live

Contact person (name: S. Rushinek, phone number: (305)666-7890, and e-mail address: s.rushinek@maimi.edu)

Name of the solution as submitted in the Partner Solution Profiler: Account and Bank-rec

Date you submitted our listing to the Partner Solution Profiler: May, 2007

An active link to our jump page: http://www.onafree.com/Office_Live_Pages/1(888)CPE1.org%20Office%20Live%20Consulting,%20Training,%20Research%20Development%20%20Programming%20Services.mht

1(888)CPE1.org_Office_Live_Consulting,_Training,_Research_Development_Programming_Services.mht

Assess our fit

Our company, and product or service must meet ALL of the following criteria:

1. Are you a Microsoft Partner?   Yes, we are Microsoft Partners.
2. Our product or service consistent with Microsoft's Trustworthy Computing Principles? Yes.
• Privacy   Customers' personal information is never disclosed in unauthorized ways. When customers provide personal information to our site or service, you inform them clearly of what will and will not be done with that information, and they can be sure that you will do what you promise.
• Security   You can assure customers that a virus will not infect and crash their computers. An intruder cannot render their systems unusable or make unauthorized alterations to their data.
• Reliability   When customers install new software, they don't have to worry about whether it will work properly with their existing applications.
• Business   Integrity You respond rapidly and effectively when customers report a problem.
3. Our product or service relevant to Microsoft Office Live customers?  Our offering does help customers improve their business productivity using Microsoft Office Live, and it must meet AT LEAST ONE of the following requirements:
• Requires a Microsoft Office Live subscription for use.
• Provides training or support resources related to Microsoft Office Live.
• Provides consulting or Web design services that are specialized in Microsoft Office Live.
4. Our product or service are fulfilled or delivered online to any customer in the U.S.?   Our business does offer a Web site through which Microsoft Office Live customers can receive our product and/or learn about our service. Additionally, our site must provide contact information (physical location and phone number).
5. Is customer support available?   Our company must provide customer service (online or over the phone) and easy-to-use help content.
6. Does our product or service work with the latest version of Microsoft Office Live?   Our product or service must work with the latest version of Microsoft Office Live within six months of the release of that version.
7. Is this product fully tested and reliable?   Our product or service must provide an excellent customer experience. Also, the Web site where the product or service can be purchased and where customer support can be accessed must perform with 99% uptime.
8. Are our product title(s), domain name, and company name in compliance with Microsoft trademarks?   Our application must meet the guidelines for proper referential use of the Microsoft trademarks and names. Review the Microsoft Referential Use Guidelines before you apply.

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Create our jump page and prepare our listing details

Almost there! Before you submit a new listing request, you must first prepare the following information.

 Important   Our compliance with these guidelines enables us to review and process our application faster.

Create a jump page

You must create a unique Web page that the Microsoft Office Live Marketplace's provider directory will send customers to when they click our company's listing from within the directory. This Web page must be hosted on our servers.

Our jump page must meet all of the following requirements:

1. Works with Microsoft Internet Explorer version 5.0 or later.
2. Lists the product or service name prominently.
3. Clearly indicates customer support contact information.
4. Clearly indicates the pricing of the product or service.
5. Provides clear instructions on using the product.
6. Highlights the integration of our product or service with Microsoft Office Live.
7. Presents proper referential use of the Microsoft trademarks and names. Review the Microsoft Referential Use Guidelines to verify that you have used appropriate naming on our jump page.

Submit our Product or Service listing in Microsoft Partner Solution Profiler

Our listing in the Microsoft Office Live Marketplace is based on the information you enter in the Microsoft Partner Solution Profiler. Please follow the steps provided on the Partner Solution Profiler submission pages to create our listing. Below is some additional information to be aware of when you create our listing.

  Notes  

Only Microsoft Partners have access the Partner Solution Profiler. If you are not a Microsoft Partner, then enroll today!

If you are new Microsoft Partner, our listing posted to the Partner Solution Profiler will not appear until 24 hours after you have enrolled in the Microsoft Partner Program.

Write a product or service title

Our title is the name of our product or service as it will appear in the Microsoft Office Live Marketplace directory: “Shared toll-fee telephone numbers that spell a domain name URL.” If this name is very long, we consider shortening it to a briefer but still accurate title, like “Shared toll-free phone & URL. We will have room in the full description to list the full product or service name.

Write a short summary description of our offering

The first 80 words of our product or service listing in the Partner Solution Profiler will appear with our company name and solution/service title on category and search pages. It is a good idea, then, to treat the first 80 words as a summary description of our product or services:

80 WORDS AS A SUMMARY DESCRIPTION OF YOUR PRODUCT OR SERVICES:

(888)CPE1.Org Train Research Develop Program & Promote Office Live

CPE1 (Continuing Professional Education) consultants set up and support Microsoft Office Live® (OL), design custom OL web site, as well as train & develop solution add-ons, for the healthcare, real estate and professional services (business, engineering, law & medicine). CP1.Org combines IT with Audio/Video AV Network PTZ-Cameras surveillance security reconnaissance & video conferencing WWW CCTV, streaming & repurposing real-time streaming and asynchronous archiving downloads for Business Continuity Disaster Recovery (BCDR) plans.

Write a full description (230 plus words)

(888)CPE1.Org, using Search Engine Optimization (SEO), XHTML, CSS, & XML we customize OL raising search engines ranking of small, medium & large Enterprise Sharepoint (SP) Portal Server (SPS), Windows SP Services (WWS), and InfoPath SQL Servers. We teach Java and VB programming providing on-demand pre-packaged and custom training videos online & offline DVDs/CDs, to retail, etail, and real-estate & health-care industries. We Consult Excel and Word macro programming (Visual BASIC for Applications, VBA) enterprise assessment and Blackboard, WebCT, & Moodles LMS (Learning Management Software). We provide unforgettable, shared-use Toll-free Vanity Numbers spelling domain names, embedding them with hot hyperlinked sponsored branding promo to communicate and advertise. We help university instructors teach using OL and SP to stream and archive classroom lectures. eTails.Net web-enables SaaS web eStore applying Sarbanes Oxley (SOX) IS audit tools we organize accounting controls compliance and store them in SQL server application. We specialize in forensic accounting, expert witness testimony & computer litigation support consulting services, & automating rapid web apps development. We train managers to use Microsoft’s Office Accounting (MOA), & Office, integrating it into the business, classroom & courtroom, as well as service & support instructors in synchronous (real-time) and asynchronous (recorded) formats. We manage Windows Mobile™ OL™ websites & optimize simplify and automate the business process, using Microsoft® Office InfoPath® forms and Web Parts helping university instructors teach WWS SPS to stream and archive classroom lectures.

.

Identify the right category for our service or product

On the second page of the Microsoft Partner Solution Profile form, you will be asked to affiliate our solution with a Microsoft product. Please expand the Microsoft Office Live category by clicking on the plus symbol (+) and select the category that is most appropriate for our solution:

Business Solutions   Branded products or solutions that we create and market for Microsoft Office Live such as the shared toll-free phone and URL.

Custom Development & Consulting   Customize a customer’s existing Microsoft Office Live environment, or create a one-off a kind solution based on their specific needs such as combining AV streaming archiving of PTZ Network Cam.

Setup & Support   Get a customer up and running on Microsoft Office Live and/or provide personal support to them for their Microsoft Office Live subscription customizing the website for better AV streaming live services.

Training   Show customers how to use and get the most from their Microsoft Office Live subscription by improving their search engine position using SEO and video lecture archive streaming.

Website Development   Design Web sites for customers using either the tool provided with their account or HTML editors such as Microsoft Expression.

We identified the right category for our service or product. If you do not see a category that exactly fits our listing, we picked the closest one. We were asked for this information when you submitted the listing in the Partner Solution Profiler. If we believe we should include an additional category, e-mail Microsoft at olmrkt@microsoft.com. When new categories are added, you may edit our listing in the Partner Solution Profiler.

You will need all the information requested in Step 2 to complete our application.

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Submit our application

We are now ready to submit our online application for a listing. Simply print out, sign, and fax the Microsoft Office Live Marketplace Agreement to (425) 708-0179. Then send an e-mail to olmrkt@microsoft.com with the subject heading “Marketplace submission for <insert name of our company>”. The body of the e-mail must include the following information:

Company name: CPE1.Org

Contact person (name: S. Rushinek, phone number: (305)666-7890, and e-mail address: s.rushinek@maimi.edu)

Name of the solution as submitted in the Partner Solution Profiler: Account and Bank-rec

Date you submitted our listing to the Partner Solution Profiler: May, 2007

An active link to our jump page: http://www.onafree.com/Office_Live_Pages/1(888)CPE1.org%20Office%20Live%20Consulting,%20Training,%20Research%20Development%20%20Programming%20Services.mht

Once our listing has been reviewed, you will receive an e-mail either accepting or not accepting the listing. You should receive a response from us within approximately ten working days from when you submit an online application. If our listing is approved, it will appear on the Microsoft Office Live Marketplace within approximately ten business days after the approval.

If you have any questions, please e-mail us at olmrkt@microsoft.com and we will respond to our query within a few business days.

(888)CPE1.org Office Live Consulting, Training, Research Development & Programming Services

(888)CPE1.org trains clients to develop their Office Live web site, providing them Continuing Professional Education (CPE) credit.  (888)CPE1.org customizes trains, and supports clients to grow their business.

Office Live Support Line

Please contact us at with any support issues, at:

(305)666-7890 or at

(888)CPE1.org which is also

(888)2731.674 a toll-free number and a URL.

Office Live Pricing

Please contact us at (305)666-7890 with any pricing issues.

Create a jump page
We create this unique web page “Office Live Pages.” Microsoft Office Live Marketplace's provider directory will send surfers to this “Office Live Pages” page. When directory surfers click our company's listing from within the directory. Our server hosts this web pages.

Our jump page does meet all of the following requirements:

Works with Microsoft Internet Explorer version 5.0 or later.
Lists the product or service name prominently.
Clearly indicates customer support contact information.
Clearly indicates the pricing of the product or service.
Provides clear instructions on using the product.
Highlights the integration of your product or service with Microsoft Office Live.
Presents proper referential use of the Microsoft trademarks and names. Review the Microsoft Referential Use Guidelines to verify that you have used appropriate naming on your jump page.
Submit your Product or Service listing in Microsoft Partner Solution Profiler
Your listing in the Microsoft Office Live Marketplace is based on the information you enter in the Microsoft Partner Solution Profiler. Please follow the steps provided on the Partner Solution Profiler submission pages to create your listing. Below is some additional information to be aware of when you create your listing.

fax the Microsoft Office Live Marketplace Agreement to (425) 708-0179

WELCOME TO THE MICROSOFT OFFICE LIVE SOLUTION DEVELOPER PROGRAM AND MARKETPLACE

Last Updated: January 2007

This is a contract between you (a business entity) and the Microsoft company listed in section 12 (d). This contract includes: (i) this agreement, (ii) the agreement for the Microsoft Partner Program (“MSPP”), and (iii) the developer guide for the Microsoft Office Live Solution Developer program posted at http://msdn2.microsoft.com/en-us/library/aa973399.aspx, as amended from time to time (the “developer guide”).

You are applying to the Microsoft Office Live Solution Developer program (the “program”) to post information (a “listing”) on the Microsoft Office Live Marketplace (the “marketplace”) about your applications, templates and services that work with Microsoft Office Live (the “service”) or your services for Microsoft Office Live customers (collectively, your “solutions”). This contract applies to your application for a listing and to your listing if we accept it. It also applies to your participation in the program.

Please read this contract carefully. If you agree to its terms, sign it at the end and fax it to (425) 708-0179. If you do not agree with these terms, do not sign the contract.

1. LICENSE GRANT. If you comply with this contract, Microsoft grants you a non-exclusive, royalty-free license to

a. Review, copy and reference internally the developer guide to develop solutions for your customers (“your end users”).

b. If you obtain software from Microsoft or any third party to develop your solutions, then the license terms that accompany that software apply to use of it by your end users and you.

2. PROGRAM REQUIREMENTS.

a. MSPP. You must be at least a registered member of MSPP and maintain your membership during the term of this contract. For information and to apply to MSPP, go to www.partners.microsoft.com. You also must have a current subscription to a Microsoft Office Live service as described in the developer guide.

b. Developer Guide. Your solutions must comply at all times with the developer guide and applicable laws, rules and regulations. The quality of your solutions must be consistent with your other products and services and meet or exceed relevant industry standards.

c. Your customers. You will market, sell and distribute your solutions under your own brand. You are responsible for all selling, billing and support for your solutions. Microsoft will not provide support to your end users for your solutions. You are solely responsible for and bear any and all liability related to solutions that you provide to your end users. This includes any adverse effect that your solutions have on any functionality of the service, your end users’ computer systems and data, or otherwise relating to the use of your solutions by your end users.

d. Program Support. Microsoft will provide program support to you as described in the developer guide. This contract applies to any support that you receive from Microsoft.

e. Privacy. The collection, disclosure or use of your end users’ personal information, including name, address, e-mail address, phone number, payment information, passwords and account information, are subject to your end users’ consent, your privacy policy and applicable laws, rules and regulations. You will make your privacy policy available wherever you collect personal information from your end users.

f. Microsoft Referential Trademark Use Guidelines. You may use Microsoft’s corporate name, technology names and trademarks in plain text to refer to Microsoft and its technology and services. This right does not include the right to use our logos, trade dress, designs or word marks in stylized form. Your use of our trademarks must be accurate. Your use cannot be likely to cause confusion about the source of your solutions or your relationship with Microsoft. For more information, see our usage guidelines located at http://www.microsoft.com/mscorp/ip/trademarks.

g. Non-Microsoft Services. Nothing in this contract restricts you from supporting, promoting, distributing or using non-Microsoft technology, services or products.

h. Compliance. You must comply with all applicable laws, rules and regulations, including data protection laws, privacy laws, e-mail and fax marketing laws. You will not market and distribute solutions that will cause your end users or you to use the solutions and the service in ways that violate the law or the Microsoft Service Agreement. For example, your solutions will not

· use the service in any way that is against the law or harms Microsoft or its affiliates, customers, resellers, distributors and/or vendors,

· damage, disable, overburden or impair the service (or the networks connected to the service) or interfere with anyone’s use and enjoyment of the service,

· use any portion of the service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”),

· upload, post, e-mail or otherwise make available any content that

i. incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence,

ii. is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason, including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion, or to incite or encourage anyone else to do so, or

iii. is illegal or violates any laws, including laws related to adult activities and content, child pornography, criminal activities, piracy and counterfeiting, gambling, drugs, online pharmacies, copyright and other intellectual property laws, defamation, libel and rights of privacy, or

· use the service to facilitate the sale, marketing, distribution or advertising of

i. illegal gambling (including online casinos, sports books, bingo and poker),

ii. illicit drugs, pharmaceuticals or controlled substances,

iii. counterfeit, pirated or stolen goods,

iv. goods that are considered indecent, obscene or pornographic,

v. Nazi memorabilia,

vi. registered or unregistered securities, or

vii. any goods or services that if sold via your solutions and the service would cause Microsoft, you or your end users to violate any laws and regulations.

At Microsoft’s request, you agree to conduct an internal audit at your cost and expense to evaluate your compliance with applicable laws. You agree to share the results of the audit with Microsoft.

3. LISTING. To apply to post a listing about your solutions on the marketplace, complete the information for the Microsoft Partner Solution Profiler at https://partner.microsoft.com (the “solution profiler”).

a. License Grant. You grant to Microsoft a worldwide right during the term of this contract to copy, modify, distribute, transmit and publicly display the listing, including the right to sublicense these rights, to

· display the listing on the marketplace and through the solution profiler,

· promote your solutions as part of the marketplace and the solution profiler in print and other media, and

· promote your solutions within all Microsoft products and services.

b. Your listing. Microsoft may edit the listing for style, length and to correct any mistakes. You may modify your listing through the solution profiler. Microsoft is not obligated to accept your listing and may remove your listing at any time for any reason. You understand that Microsoft may display listings for other solutions that are similar or competitive to your solutions. We reserve discretion to display your listing in any order or arrangement on the Office Live Marketplace.

c. Jump page. You must create a unique Web page that’s hosted on your servers and to which the marketplace provider directory can send visitors that click on your listing (the “jump page”). The jump page must describe your solutions, including pricing, use and support instructions. The jump page must not contain illegal or unsuitable content.

4. RESERVATION OF RIGHTS. Microsoft reserves all rights not expressly granted in this agreement. No additional rights (including any implied licenses) are granted by implication, estoppel or otherwise.

5. CHANGES; TERMINATION.

a. Changes. Microsoft reserves the right to modify this contract at any time without notice. If we make a material change to this contract, we will notify you at least 30 days before the change takes place. For updates or changes that we do not provide to you through written notice, you are responsible for checking this contract for changes from time to time. The contract will be posted at https://partner.microsoft.com/officelive. We also have the right to change or discontinue the program or any aspect of it at any time. We will notify you at least 30 days before any material program change. If you do not agree with any change we make, you may terminate this contract under section 5 (c).

b. Termination By Microsoft. Microsoft may terminate this contract at any time without notice.

c. Termination By You. You may terminate this contract by removing your listing from the solution profiler and providing notice to Microsoft at olmrkt@officelive.microsoft.com.

d. Effect of Termination. You will continue providing support to your end users for your solution, unless your solution violates the terms of this contract or applicable laws, rules or regulations, in which case you agree that you will remedy the solution or cease distributing it to your end users.

e. Survival. Sections 4, 5(d), 5 (e), 6, 7, 8, 9, 10, 11 and 12 survive termination of this contract.

6. FEEDBACK. You do not have to give Microsoft any feedback about the developer guide, program, service or marketplace. If you do, Microsoft may incorporate it into the developer guide, program, service and marketplace and allow others to use and commercialize it. You will not give Microsoft any feedback that you do not have the right to give under these terms.

7. REPRESENTATIONS AND WARRANTIES.

a. Performance Warranty. You represent, warrant and covenant that

· you will perform your obligations under this contract in a professional, workmanlike manner, and in accordance with industry standards, laws, rules and regulations;

· your solutions will conform with industry standards and all documentation and materials that you provide about them;

· you will provide support for your solutions to your end users in accordance with industry standards;

· your solutions will not violate any copyright, trademark, patent, trade secret, moral rights, right of publicity, authors’ rights, or any other intellectual property rights of any third party; and

· your solutions will comply with all applicable laws, rules and regulations and the Microsoft Service Agreement.

b. No Pass-Through Warranty. You do not have the right to make or pass on, and will take all measures necessary to ensure that neither you nor any of your resellers, agents, affiliates or employees make or pass on any express or implied warranty, condition or covenant from Microsoft to your end users with respect to your solutions or the service.

8. DISCLAIMER OF WARRANTIES. The developer guide, the service, the marketplace and all other Microsoft services and deliverables under this contract are provided “AS IS.” You bear the risk of using them. Microsoft and its affiliates, customers, resellers, distributors and/or vendors give no express warranties, guarantees or conditions, including that your solutions will work with current or later releases of the service. You may have additional rights under your local laws that this contract cannot change. To the extent permitted by law, Microsoft and its affiliates, customers, resellers, distributors and/or vendors exclude any implied warranties or conditions, including those of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement and satisfactory quality.

9. INDEMNIFICATION. You agree to defend, indemnify and hold Microsoft and its affiliates, customers, resellers, distributors and/or vendors harmless from and against any and all claims, losses, liability, costs and expenses (including attorneys' fees) arising from or related to

· any breach of this contract that results in a claim;

· any representations and warranties that you make about your solutions and the service; and

· any virus introduced by you to the service or your solutions.

10. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. You can recover from Microsoft and its affiliates only direct damages up to U.S. $5.00. To the extent permitted by law, you cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages from Microsoft and its affiliates, customers, resellers, distributors and/or vendors. This limitation applies to

· any matter related to the service, the program, the marketplace and the developer guide, and

· claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

It also applies even if this remedy does not fully compensate you for any losses, or fails of its essential purpose, or Microsoft knew or should have known about the possibility of the damages.

Some states and countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

11. EXCLUSIVE REMEDY. If you have any dispute or claim about any matter related to or arising from this contract, to the extent permitted by law, your only remedy is to terminate this contract.

12. GENERAL.

a. Notices. This contract is in electronic form. You agree that Microsoft can contact you by electronic mail to provide notices about the program or this contract. E-mail notices will be deemed given and received on the transmission date. If you do not consent to receive notices electronically, you should not participate in this program.

b. No technology transfer arrangement. This contract does not create a “technology transfer” agreement, as defined by applicable law because (a) the technology (including any licensed software) made available under the program is not an integrated part of a technology chain for production or management purposes and (b) the technology (including any licensed software) will have its own technology license. You will not hold yourself out as our technology recipient and will not attempt to identify us as a technology provider under this contract.

c. Publicity. You will not issue any press release or other publicity related to this contract or the program without Microsoft's written consent

d. Microsoft Company, Applicable Law and Place for Resolving Disputes. This contract is between you and the Microsoft company for your country. In the table below, select the country where your business is located. The middle row lists the Microsoft company that is contracting with you. The row on the right provides the choice of law and the location for resolving disputes.

Country	Microsoft company	Law; jurisdiction
Canada Brazil Mexico United States	Microsoft Corporation One Microsoft Way Redmond, WA 98052	Washington state law governs the interpretation of this contract and applies to claims for breach of it, regardless of conflict of laws principles. You and we irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, USA for all disputes arising out of or relating to this contract.
Denmark Finland France Germany Italy Netherlands Norway Spain Sweden Switzerland United Kingdom	Microsoft Ireland Operations Limited The Atrium, Block B Carmenhall Road Sandyford Industrial Estate Dublin 18 Ireland	The laws of Ireland govern the interpretation of this contract and apply to claims for breach of, regardless of conflict of laws principles. You and we irrevocably agree to the exclusive jurisdiction and venue of the Irish courts for all disputes arising out of or relating to this contract.
Japan	Microsoft Company Ltd (MSKK) Odakyu Southern Tower, 2-2-1 Yoyogi, Shubuya-ku, Tokyo 151-8583 Japan	The laws of Japan govern this contract and any matters arising out of or relating to this contract. You and we irrevocably agree that exclusive jurisdiction and venue will lie in the Tokyo District Court.
Australia Singapore Thailand	Microsoft Operations, Pte Ltd 1 Marina Boulevard #22-01 One Marina Blvd Singapore 01898	The laws of Singapore govern this contract. You and we irrevocably agree to the exclusive jurisdiction and venue of the Singapore courts for all disputes arising out of or relating to this contract.
India	Microsoft Regional Sales Corp A corporation organized under the laws of the State of Nevada, USA, with a branch in Singapore, having its principal place of business at 438B Alexandra Road, #04-09/12, Block B, Alexandra Technopark Singapore, 119968	Washington state law governs this contract, regardless of conflict of laws principles. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Center, which rules are deemed to be incorporated by reference into this clause. The Tribunal shall consist of one arbitrator to be appointed by the Chairman of SIAC. The language of arbitration shall be English. The decision of the arbitrator shall be final, binding and incontestable and may be used as a basis for judgment thereon in India or elsewhere.
Republic of Korea	Microsoft Korea, Inc. POSCO Bldg 8^th Floor 892 Daechi 4-Dong Kangnam-Gu Seoul, Korea 135-777	The laws of the Republic of Korea govern this contract. You and we irrevocably agree to exclusive original jurisdiction and venue in the Seoul District Court.

e. Independent Contractors. Even though we might call you a ‘partner,’ we each are acting as independent contractors. Nothing in this contract will be construed as creating a joint venture, partnership, employment, franchise, agency or any other relationship between us.

f. Independent Development. Nothing in this contract will be construed as restricting Microsoft’s ability to acquire, license, develop, manufacture or distribute for itself, or have others acquire, license, develop, manufacture or distribute for Microsoft, any material, product, service, or technology that is similar to your solutions.

g. No Assignment. You may not assign this contract without written consent from Microsoft. Any attempt to assign it without Microsoft’s consent will be void.

h. Contract Interpretation. If any section of this contract is held to be unenforceable, it should be replaced by an enforceable section that matches the intent of the original section as closely as possible. The rest of the contract will continue in full force and effect. Except as expressly stated in this contract, it is the entire contract between Microsoft and you with respect to its subject matter. It supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Microsoft.

ACCEPTANCE. If you agree to this contract, sign it below and fax it to (425) 708-0179. By doing so, you agree to be bound by this contract. Include a fax cover sheet with your name, phone number and e-mail.

Name:__S Rushinek_______________ Signature:___________________________

print

Company: _1(888)CPE1.Org 4 Office Live Date: ______8/28/2007________________

E-mail: ____s.rushinek@miami.edu___ Phone: _____(305)666-7890____________