Business Referral Programme

BUSINESS REFERRAL PROGRAMME AGREEMENT

This Business Referral Programme Agreement (the "Agreement") is made effective as of between

WHEREAS

WHEREAS, Company is engaged in the business of providing products and services as set forth in the Scope of Work and desires to increase market reach through referrals from third parties;

WHEREAS, Referrer has contacts and potential clients in relevant markets and is willing to identify and refer prospective clients to Company in accordance with the terms of this Agreement;

WHEREAS, the parties desire to set forth the terms under which Referrer will be eligible to receive referral fees for Qualified Referrals made to Company.

1. SCOPE OF WORK

Referrer shall identify and introduce prospective clients to Company. A "Qualified Referral" means a prospective client who (a) was introduced to Company by Referrer in writing, (b) is not an existing Company client as of the Effective Date, and (c) enters into a written agreement for Company’s products or services within the Referral Period.

2. PAYMENT TERMS

Company shall pay Referrer for each Qualified Referral in accordance with the fee structure elected below. Payment is contingent on Company's receipt of payment from the referred client for the invoiced goods or services.

Percentage of net revenue    Fixed fee per accepted referral

Payments will be issued within days after Company’s receipt of cleared funds from the referred client and receipt of a correct invoice from Referrer.

Late payments shall accrue interest at percent per month, or the maximum rate permitted by law, whichever is lower.

3. TERM AND TERMINATION

This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement without cause by providing written notice to the other party at least days prior to the intended termination date.

Either party may terminate immediately for material breach by the other party if such breach remains uncured thirty (30) days after written notice of such breach. Termination shall not affect Referrer’s right to receive fees previously earned prior to termination subject to the conditions of this Agreement.

4. CONFIDENTIALITY

During the Term and for a period of two (2) years thereafter, each party shall hold in strict confidence and shall not use or disclose Confidential Information of the other party except as required to perform its obligations under this Agreement. "Confidential Information" means non-public business, technical, financial or customer information disclosed by one party to the other, but does not include information that is or becomes generally available to the public other than through a breach of this Agreement.

Referrer shall not solicit or accept business from any referred client for goods or services that are competitive with Company’s offerings for a period of one (1) year following termination of this Agreement with respect to that referred client.

5. REPRESENTATIONS, WARRANTIES AND LIMITATIONS

Each party represents and warrants that it has full power and authority to enter into this Agreement. Referrer represents that it will make referrals ethically and in compliance with applicable laws and will not misrepresent Company’s offerings. Company makes no warranty with respect to the commercial success of any referral and the sole remedy for any dispute regarding fees is limited to payment corrections as provided in this Agreement.

6. INDEMNITY

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party’s breach of this Agreement, gross negligence or willful misconduct.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

This Agreement, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification or waiver must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a sale of substantially all of its assets. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture or agency relationship or authorizes either party to bind the other.

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