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Agreement

Agreement made this _____________of _____________ by and between Legacy Digital


Media with principal offices at M-70, Trade Center, South Tukoganj, Indore-452001 and
with _________principal office at ______________________ Whereas, Legacy Digital
Media is in the business of providing Technical Support Programs, including, but not limited to
various Leading Edge Benefits Corp. Technical Support to end-user customers, employer
groups, associations, benefit resellers and direct marketers (the “Program”) that are marketed
to their current and future customers, and;
Whereas, Marketing Partner is in the business of marketing through various direct marketing
methods, and through third parties (Marketing Representatives”), to consumers who would be
suitable participants in one of the Programs, and Marketing Partner desires to have the
Programs made available to its customers under the terms and conditions mutually agreed to
herein.
Therefore, in consideration of the mutual desire of both parties to issue Leading Edge
Benefits Corp. Programs to Marketing Partner’s customers (“Marketing Partner’s
Customers”), the following is agreed to:
A. Legacy Digital Media agrees to the following:
1. Legacy Digital Media agrees to give the Technical Support to any of Marketing
Partner’s Customers who choose to participate. Legacy Digital Media has contractual
relationships with networks that provide access to over 500,000 providers. The
descriptions of current Programs “Exhibit A - Program Description and Pricing” will be
agreed to for each deal separately.
2.Legacy Digital Media agrees to charge the Marketing Partner the prices for its services
described in Exhibit A – Program Description and Pricing. Any price change will be provided
to Marketing Partner with at least sixty (60) days notice.
3Legacy Digital Media agrees to maintain Customer Service phone numbers accessing a
Subscriber’s services center, which shall be operational during standard business hours to
address general Technical issues.This Technical Support services center shall be available to
service the Subscriber’s under any Program.
4 Legacy Digital Media agrees to maintain a website containing listings for Legacy Digital
Media participating providers (“Providers”)
5Without the prior written consent of Marketing Partner, Legacy Digital Media will not use
any Subscriber’s Information, in whole or in part, to solicit subscriber’s for any other product
or for any other purpose other than the express purpose of providing services to the
subscriber’s pursuant to this Agreement,.
6Legacy Digital Media agrees to issue fulfillment material on an on-going basis in a manner
consistent with Legacy Digital Media current business practice of providing Technical
Support.

B.Marketing Partner agrees to the following:


1. Marketing Partner shall inform Legacy Digital Media in writing of the pricing it intends
to charge for each Program. Legacy Digital Media has the right to approve the selling
price for each Program and approval will not be unreasonably withheld. Approval will
be deemed given after the expiration of ten (10) business days after written notification
from Marketing Partner.
2. Marketing Partner agrees that this Agreement is not assignable to any other person or
entity without Legacy Digital Media prior approval.
3.Marketing Partner agrees that it will receive Legacy Digital Media approval which will not
be unreasonably withheld prior to publishing any material about the Program, whether it is
print, Internet, Video, Audio, radio/television media, telemarketing scripts, press releases, web
sites, enrollment materials, ID cards, or similar items as to their content, design, format, use
of any trade names, use of any vendor name, trademark, or service mark of Legacy Digital
Media or any network or vendor under contract with Legacy Digital Media.
4. Marketing Partner agrees that it shall not do anything to circumvent Legacy Digital
Media relationship with provider networks. Marketing Partner Agrees that it shall not
directly enter into any Agreement with any of Legacy Digital Media provider networks
at any time during the term of this Agreement and for a one (1) year period thereafter.
This provision applies to the Marketing Partner, any entity Marketing Partner is an
owner of, and any Principal Officer of Marketing Partner.
5. Marketing Partner acknowledges and agrees that Legacy Digital Media and any party
Legacy Digital Media contracts with to provide Technical Support to the Customer’s..
Further, Legacy Digital Media and any party Legacy Digital Media contracts with to
provide benefits or access to Provider Networks do not control the actions of their
vendors and are not responsible in the event one or more of these vendors terminate,
cease, or modify the service(s) and/or product(s) offered in the Program.
6. Marketing Partner acknowledges and agrees that Legacy Digital Media and any party
Legacy Digital Media contracts with to provide benefits or access to Provider
Networks is not responsible for the resolution of the technical issues raised by the
customer’s rendered by the participating professionals from the respective network in
which they are associated; such technical support being the sole responsibility of the
participating professionals from the respective network in which they are associated.
Each subscriber’s shall be solely financially responsible for paying the usual and
customary fees of participating professionals, less applicable discounts established
from time to time for services received by such Subscriber’s. Legacy Digital Media
and any party Legacy Digital Media contracts with to provide benefits or access to
Provider Networks is not responsible or accountable for providing funds to pay for such
services.
C. Both Legacy Digital Media and the Marketing Partner agree to the following:
1. This Agreement shall have an initial term of one (1) year and shall be automatically
renewable for additional one (1) year periods if neither party provides notice sixty (60)
days prior to the end of any twelve (12) month period in writing to the other of its intent
to terminate at the end of the current period.Should either party commit a material
breach of this Agreement the other Party must send written notice of its intent to
terminate for cause.If said breach is not cured within ten (10) business days or is
incurable the Agreement is terminated.Electronic communications are not acceptable
in connection with these required notices.
2. Legacy Digital Media and Marketing Partner’s agree to provide to Subscriber’s a thirty
(30) day money back guarantee.Both Parties agree that for the term of this Agreement
and for a two (2) year period thereafter they shall not solicit any employee from the
other Party to become an employee of their company. All refunds or chargeback’s will
be credited to Legacy Digital Media and Marketing Partner on a pro-rata basis
determined by the amount of money each party receives monthly from each
Subscriber’s.
3. Pursuant to the Mutual Confidentiality Agreement marked Exhibit ‘B’ and incorporated
herein, each Party agrees to hold any information provided to it by the other Party
confidential with regard to policies & procedures, marketing practices, provider
networks, IT files and data and anything else either marked confidential or that in the
ordinary course of business is non-public information
4. All notices are to be sent to the parties by overnight delivery to the address contained
herein signature required.
5.In the event a controversy or claim between Legacy Digital Media and Marketing Partner,
from or in connection with this Agreement whether based on contract, tort, common law,
equity, statute, regulation, order or otherwise (a “Dispute”), the parties agree to such Dispute
shall be submitted to arbitration.
6. Other than the exhibits and agreements attached hereto, this Agreement represents
the entire Agreement and no other documents or oral representations are legally
binding upon the parties unless annexed hereto as exhibits.
7. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity
or unenforceability shall attach only to such provision and shall not affect or render
invalid or unenforceable any other provision of this Agreement and this Agreement
shall be performed as if such invalid or unenforceable provision were not contained
herein. The parties hereby agree that modification and waiver of any of the provisions
of this Agreement shall be effective only if made in writing and executed with the same
formality as this Agreement.The failure of any party to insist upon strict performance of
any of the provisions of this Agreement shall not be construed as a waiver of any
subsequent default or breaches of the same or similar nature.
8. All references to gender or number in this Agreement shall be deemed interchangeably
to have a masculine, feminine, neuter, singular or plural meaning, as the sense of the
text requires.
9. All appropriate parties from whom consent is needed for the signatories to be
authorized to bind and obligate their respective corporation have been obtained.
10.Upon ten (10) days prior written notice to Marketing Partner, this Agreement may be
unilaterally modified by Legacy Digital Media to conform to any State or Federal
regulation(s) promulgated after the date of execution of this Agreement. Legacy
Digital Media will promptly notify Marketing Partner of any changes under this
paragraph and should Marketing Partner decide that complying with those changes
would not be in their best business interests under this Agreement, Marketing Partner
may provide notice that it intends to terminate this Agreement on a date certain no
more that ninety (90)days in the future.
11.This Agreement may be executed in counterparts with each one acting as an original
and both comprising the whole Agreement.
D.Confidentiality Agreement
Legacy Digital Media and Marketing Partner will execute the Mutual Confidentiality
Agreement attached, and incorporated herein, as Exhibit B – Mutual Confidentiality
Agreement.
D.Indemnification
1.Marketing Partner agrees to indemnify, defend and hold harmless Legacy Digital Media
against any and all Adverse Consequences that Legacy Digital Media may suffer or incur by
reason of a third party Claim based on or resulting from: (a) any inaccuracy or breach of a
representation or covenant made by Marketing Partner in or pursuant to this Agreement; or
(b) any intentional misrepresentation pertaining to the Program or how to use the Program or
what the Program covers or (c) Buyer’s failure to pay or satisfy any of the Assumed Liabilities.
2. Legacy Digital Media agrees to indemnify, defend and hold harmless Marketing Partner
against any and all Adverse Consequences that Legacy Digital Media may suffer or incur by
reason of a third party Claim based on or resulting from: (a) any inaccuracy or breach of a
representation or covenant made by Marketing Partner in or pursuant to this Agreement; or
(b) any intentional misrepresentation pertaining to the Program or how to use the Program or
what the Program covers or (c) Buyer’s failure to pay or satisfy any of the Assumed
Liabilities.
IN WITNESS WHEREOF, the Agreement has been executed and delivered in the manner
Prescribed by law on the date first written above.
Legacy Digital Media

Yogendra Vaghela
EXHIBIT B
MUTUAL CONFIDENTIALITY AGREEMENT
Company: ________________________________________________________________
Legacy Digital Media:Legacy Digital Media with offices at M-70, Trade Center, South
Tukoganj, Indore-452001 (reference to Legacy Digital Media
Shall include
Any affiliate or subsidiary of Legacy Digital Media).
WHEREAS, the Company and Legacy Digital Media on this _____ day of _________ 2009
wish to enter into an agreement whereby each shall, from time to time, have access to
confidential and proprietary information of the other or its respective parent, subsidiaries and
affiliates.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1.Definitions.
aThe term A Confidential Information shall mean:
i.any data or information that is competitively sensitive material, and not
generally known to the public, including, but not limited to, products, customer
records, cardholder information, employee information, planning information,
marketing strategies, plans, finance operations, customer relationships,
customer profiles, sales estimates, marketing methods, Product design,
customer service techniques, business plans, and internal performance results
relating to the past, present or future business activities of either Party, its
parent corporation, subsidiaries and affiliates and the customers, clients and
suppliers of any of the foregoing;
ii.any scientific or technical information, design, process, procedure, formula, or
improvement that is commercially valuable and secret in the sense that its
confidentiality afford a Party a competitive advantage over its competitors; and
iii.all confidential or proprietary concepts, documentation, reports, data
(including magnetic tapes), specifications, computer software, source code,
object code, flow charts, databases, inventions, information, know-how, show-
how and trade secrets, whether or not patentable or copyrightable.
b.A Delivering Party means the party delivering any Confidential Information
under this Agreement.
c.A Receiving Party means the party receiving any Confidential Information
under this Agreement.
The term Confidential Information does not include material which: (a) is or becomes
generally available to the public other than as a result of disclosure by the Receiving Party;
(b)was available to the Receiving Party on a non-confidential basis prior to its disclosure;
(c)becomes available to the Receiving Party on a non-confidential basis from a person or
entity not bound by a confidentiality agreement with the Disclosing Party or is not otherwise
prohibited from transmitting the Confidential Information to the Receiving Party; or (d) is
independently developed by the Receiving Party by a person or persons having no contact
with the Confidential Information.
2.Standard of Care.All Confidential Information shall be held in strict confidence by the
Receiving Party and shall not be used by the Receiving Party for its benefit, or for the benefit
of any other person, or for any purpose other than is strictly necessary for the purpose of
performing services for the Disclosing Party.The Receiving Party shall have a duty and
obligation to hold all Confidential Information in confidence strictly for, and on behalf of the
Disclosing Party, and the Receiving Party shall take all reasonable precautions to protect
Disclosing Party’s Confidential Information to the same extent it protects its own similar
confidential and proprietary information and materials which it does not wish to disclose to the
public.The Receiving Party further agrees that this Agreement shall apply to and bind not only
to it, but also all of its officers, directors, affiliates, employees, assigns and successors and
Third Parties (as defined below).
3.Employee Disclosure.The Confidential Information shall only be disclosed by the Receiving
Party to its employees on a need to know basis, and then only to the extent necessary for the
purpose of enabling such employees to perform their assigned tasks. The Receiving Party
shall inform any such employees of the confidential nature of such.
4.Third Party Disclosure.The Receiving Party shall not disclose Confidential Information to
any third party, agent, representative or subcontractor (a Third Party) without the Disclosing
Party’s written approval and shall obtain express written consent by such Third Party
acknowledging that they are bound by the terms of this Agreement; provided, however, when
the Receiving Party is Legacy Digital Media, then Legacy Digital Media may disclose the
Company’s Confidential Information to its Third Party contractors having a need to know in
order to perform services for Legacy Digital Media provided that such Third Party contractor
have signed Legacy Digital Media standard professional services agreement or such other
agreement that contains a non-disclosure provision whereby such Third Party contract will not
to disclose Legacy Digital Media confidential information (including other party’s confidential
information provided to the Legacy Digital Media such as the Company’s Confidential
Information).The Receiving Party will be responsible for any breach of this Agreement by a
Third Party.
5.Legal Disclosure.f the Receiving Party is requested pursuant to, or as required by,
applicable law, regulation or legal process to disclose any of the Confidential Information, the
Receiving Party will notify the Disclosing Party promptly so that the Disclosing Party may seek
a protective order or other appropriate remedy, or, in the Disclosing Party’s sole discretion,
waive compliance with the terms of this Agreement.In the event that no such protective order
or other remedy is obtained, or that the Disclosing Party waives compliance with the terms of
this Agreement, the Receiving Party will furnish only that portion of the Confidential
Information which it is advised in writing by counsel is legally required and will use its best
efforts to obtain reliable assurance that confidential treatment will be accorded the
Confidential Information.
6.Return or Destruction of Confidential Information.Upon the request of the Disclosing Party
(which request may be made at any time upon reasonable notice), the Receiving Party will
promptly destroy (or, if stored electronically, purge) or deliver to the Disclosing Party (at the
Receiving Party’s expense) all copies of written Confidential Information (except for that
portion of the Confidential Information that may be found in analysis, compilation, or other
documents prepared by the Receiving Party or a Third Party) in the Receiving Party’s or a
Third Party’s possession.That portion of the Confidential Information that may be found in
analysis, compilations and other documents prepared by the Receiving Party or a Third Party
will continue to be subject to the terms of this Agreement or shall be destroyed (or, if stored
electronically, purged).The destruction or purging of Confidential Information pursuant to this
paragraph shall be certified in writing by an authorized officer supervising such destruction or
purging.
7.Ownership.All Confidential Information shall remain the property of the Disclosing
Party.Disclosure of the Confidential Information shall not be construed as granting the
Receiving Party any right, title or interest of any kind in any Confidential Information.
8.Trading of Securities.The Company acknowledges that it is aware, and agrees that it will
advise any Third Party who is apprised of any Confidential Information, that the United States
securities laws prohibit any person who has material, non-public information concerning a
publicly traded corporation (Legacy Digital Media, Inc., is traded by means of the stock of
Legacy Digital Media, Inc.): (a)from purchasing or selling securities of such corporation; or
(b)from communicating such information to any other person under circumstances in which it
is reasonably foreseeable that such other person is likely to purchase or sell securities of
such corporation.
9.Injunctive Relief.The Receiving Party acknowledges that remedies at law may be
inadequate to protect the Disclosing Party against any actual or threatened breach of this
Agreement by the Receiving Party or Third Parties and, without prejudice to any other rights
and remedies otherwise available to the Disclosing Party, the Receiving Party agrees to the
granting of specific performance of this Agreements terms and immediate injunctive relief in
the Disclosing Party’s favor without proof of actual damages. Nothing herein shall prohibit the
Disclosing Party from pursuing any other remedies available to it for breach or threatened
breach, including, without limitation, the recovery of damages from the Receiving Party. In
the event of litigation relating to this Agreement, if a court of competent jurisdiction determines
in a final, non-appealable order that this Agreement has been breached by the Receiving
Party or Third Parties, then the Receiving Party will reimburse the Disclosing Party for its
costs and expenses (including, without limitation, legal fees, costs and expenses) incurred in
connection with all such litigation. Due to the vital importance of the Confidential Information
to the Disclosing Party, the Receiving Party agrees that the Disclosing Party is entitled to
enforce this Agreement by instituting and maintaining any appropriate proceeding or
proceedings including, but not limited to, an action to enjoin and restrain the unauthorized
disclosure of the Confidential Information.
10.Governing Laws.This Agreement shall be governed by the internal laws of the State of
New Jersey without regard to principles of conflicts of laws.
11.Entire Agreement.This Agreement contains the entire agreement between the Company
and Legacy Digital Media concerning the confidentiality of the Confidential Information, and
no modifications of this Agreement or waiver of the terms and conditions hereof will be
binding upon the Company or Legacy Digital Media unless approved in writing by each of
them. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or affecting the validity or enforceability of
such provision in any other jurisdiction. In this Agreement, headings of sections are for
convenience of reference only, and are not of substantive effect. Each party agrees that no
failure or delay by the other in exercising any right, power or privilege hereunder will operate
as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any right, power or privilege hereunder.
12. Parties Bound.This Agreement shall be binding upon and inure to the benefit of each party
hereto and their respective successors and assigns.
13.Counterparts. This Agreement may be executed in two or more counterparts, and which
shall be deemed an original, and all of which together shall constitute one and the same
instrument, notwithstanding that all parties are not a signatory to the original or the same
counterpart.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of 24th Nov”09

Legacy Digital Media


BPO SOLUTION

Yogendra Vaghela

Exhibit A
Program Description and Pricing
Technical Support Process Supporting Desktop’s &Portable’s:
Provide Warranties
100% Quality Assurance
Provide Technical Support
Provide Customer Service Number
Certified Technician’s to Support
Monthly access fee:
One time registration fee: