This Nonexclusive Unique Application Reseller Agreement (the "Agreement") is entered into as of March 1,
1998 (the "Effective Date") between Autodesk, Inc., a Delaware corporation with principal offices at 111
McInnis Parkway San Rafael, California 94903 ("Autodesk") and Faro Technologies, a Delaware corporation
with principal offices at 125 Technology Park Dr., Lake Mary, FL 32746 ("UAR").
THE PARTIES AGREE AS FOLLOWS:
"Software" shall mean the Autodesk software set forth on Exhibit A and any subsequent release delivered to
UAR by Autodesk as mutually agreed upon by the parties in writing.
"Documentation" shall mean the reference manual customarily supplied to Customers by Autodesk with the
Autodesk retail version of the Software.
"Customer" shall mean any third party licensee of the UAR Product who obtains such UAR Product solely in
order to fulfill its own personal or business needs and not for further distribution or resale.
"UAR Product" shall mean the Software bundled in combination with and accompanied by UAR's software as
described in Exhibit A.
"Territory" shall mean the countries set forth in Exhibit B.
"Sales Channels" shall be those channels set forth in Exhibit B.
"Market" shall mean the market set forth in Exhibit B.
All references in this Agreement to the "Sale" of or "selling" or "purchase" of Software shall mean the sale of a
license to use such Software or Software Copies.
APPOINTMENT AND RESPONSIBILITIES OF UAR.
2.1 Appointment. Subject to the terms and conditions of this Agreement, and in consideration of UAR's purchase
commitment and other obligations assumed below, Autodesk grants UAR a non-exclusive, non-transferable
license to reproduce and distribute, through UAR's Sales Channels, promote, market and sublicense the
Software, bundled with UAR's software to form the UAR Product within the Territory and Market as defined
above. Without limitation to other remedies available to Autodesk, in the event UAR breaches any of the