1. Referral Arrangement

This Finder’s Fee Agreement (this “Agreement” or this “Finder’s Fee Agreement”), effective as of the date of the last party to sign this Finder’s Fee Agreement (the “Effective Date”), is made and entered by and between:

Affiliate name, a company organised and existing under the laws of the State of state, with a registered address located at the address (hereinafter the “Affiliate”), and

The company, a company organised and existing in the state of the state, with a registered address located at the address (hereinafter the “Company”).

RECITALS

WHEREAS:

A. Company is in the business of DESCRIPTION OF BUSINESS; and

B. Both parties wish to enter into this Agreement, whereby Company will pay Affiliate a fee (as described below) for each client of Company referred by Affiliate to Company, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, agreements, and promises set forth herein, the parties agree as follows:

The affiliate may, from time to time and in its sole and absolute discretion, refer to Company certain clients (hereinafter referred to as "Referred Clients"), beginning on the Effective Date of this Agreement and continuing until either party provides the other with at least five (5) days prior written notice of termination. The company undertakes to reward Affiliate in accordance with Section 2 below, subject to Affiliate's compliance with the remaining requirements of this Agreement in each event, and subject to Company's acceptance of such Referred Clients.

2. Referral Fee

Affiliate understands that Company clients pay Company following the terms of their contracts with the Company. Affiliate shall be entitled to a number percent of the initial contract value as compensation for a Referred Client, which will be paid to Affiliate within Number days of Company and Company's client's execution of the initial contract, if any, signed after Affiliate's referral. Company shall have the right to offset any sums owed by Affiliate to Company now or in the future against amounts due or payable to Affiliate under this Agreement.

3. Payment Conditions

Referred Clients shall not be considered accepted by Company, and Company shall have no payment obligation hereunder, unless and until a contract is signed by Company and the Referred Clients.

4. Miscellaneous

a. This Agreement shall be governed, construed, and enforced by and subject to the laws of the State of State, without regard for its conflict of laws provisions. This Agreement has been prepared and finalized by both parties and their respective attorneys. . The Recitals at the beginning of this Agreement are covenants of the parties and are a material part of this Agreement.

b. The individuals whose signatures appear below each warrant are duly authorised to sign this Agreement on behalf of the company whose name appears above their signature. Each party represents and warrants that they have read this Agreement and fully understand its provisions.  Each party represents and warrants that they have discussed this Agreement, in its entirety, with their respective attorneys, and this Agreement has been fully explained to them by such attorneys. This Agreement will be confidential between the parties. The existence of this Agreement will not be disclosed by either party to any third party (other than accountants and/or attorneys of the parties, who have a legitimate need to know, and who are bound by similar obligations of non-disclosure relative to this Agreement), except to the extent required by law or regulation.

c. Those provisions of this Finder’s Fee Agreement which by their nature survive termination shall so survive any termination hereunder, including any obligation to make payment under the terms of this Agreement.

d. This Finder’s Fee Agreement contains the parties' entire agreement concerning the subject matter hereof and supersedes and cancels all previous negotiations, agreements or commitments by the parties, whether oral or written.  This Agreement may be executed in counterparts, and each shall constitute one instrument. Copies of signatures shall be treated as originals.