1.  The Company provides high performance teams of individuals, based in the Philippines, to deliver various business services to its clients /customers throughout the world. In order to increase its customer/client base the Company has introduced a referral channel to enable selected persons or entities appointed as affiliates to refer potential clients/customers to the Company on the basis set out below.

2.  From the Effective Date, if the Affiliate introduces potential clients/customers (leads) to the Company the Affiliate is entitled to  a referral fee on the basis outlined below.

3.  The Affiliate must confirm the details of all  leads to the Company by email as soon as practicable after providing them  to the Company. If the prospective lead is already known to the Company as a potential client/customer, the Company must notify the Affiliate by email and no referral fee will be payable in respect of the relevant person or entity.

4.  If a lead becomes a client/customer of the Company , within ninety (90) days of the referral and remains a client/ customer for a period of not less than ninety (90) consecutive days the Affiliate will be entitled to  a referral fee, calculated in accordance with Clause 3.

5.  The decision to accept leads referred by the Affiliate as customers/clients will be at the Company’s sole and absolute discretion, as will any decision by the Company to cease providing services to any persons or entities introduced by the Affiliate who become a client/customer.

6.  The Company acknowledges that the Affiliate does not warrant the suitability of any leads and that the Company must and will rely on its own enquiries in determining whether or not to accept a referred lead as a customer/client.

7.  Subject to Clauses 2 to 5 , the Company will pay the Affiliate ten percent (10%) of the monthly management fee paid by persons or entities referred by the Affiliate who become and remain customers/clients of the Company for the period required by clause 4 (the referral fees).

8.  Such payment will be made within thirty (30) days of the company receiving the relevant monthly management fee from the client/ customer. In the event that no payment is received by the Company no referral fee will be payable to the Affiliate.

9.  Subject to Clauses 14 to 16 the Affiliate is entitled to be paid the referral fees for as long as the Company continuously receives  monthly management fees from persons or entities referred by the Affiliate.

10.  The Affiliate will not be entitled to any payment under any other circumstances.

11.  This Agreement commences from the Effective Date and continues thereafter on a calendar month to calendar month basis.

12.  This Agreement may be terminated at any time by either party on giving one calendar months’ notice in writing.

13.  Subject to Clauses 14 to 16 below, notwithstanding any termination or discontinuance of this Agreement, the Company must pay any  referral fees to which the Affiliate has become entitled, in accordance with the terms outlined above, until the clients/customers cease to be clients/customers of the Company.

14.  For the purposes of this Agreement, a “change of control” means and includes the sale, lease, transfer, conveyance, or other disposition of all or substantially all of the assets of the Company, or any merger, consolidation, or acquisition of the Company  with, by, or into another corporation, entity, or person, or any change in the ownership of more than fifty percent (50%) of the voting capital shares of the Company in one or more related transactions

15.  Notwithstanding any other provision of this Agreement in the event of a change of control, this Agreement will terminate with immediate effect.

16.  Upon termination of this Agreement following a change of control the Affiliate’s rights to receive referral fees under this Agreement and in particular pursuant to Clauses 8 and 12 shall cease. The Affiliate’s only enduring entitlement shall be to receive , subject to the terms of this Agreement, any accrued referral fees which have not yet been paid.

17.  During the course of this Agreement, it may be necessary for the Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to the Affiliate in order for the Affiliate to seek out potential referrals. The Affiliate must  not use ,share or disclose any of this proprietary information at any time without the express written permission of the Company. The Affiliate also will not use any of this proprietary information for the Affiliate’s personal benefit at any time.

18.  Clause 17 remains in full force and effect notwithstanding  termination of the Agreement by any means.

19.  Both Parties represent and warrant that they are fully authorised to enter into this Agreement. The performance and obligations of either Party will not vitiate or infringe upon the rights of any third party or vitiate any other agreement between the Parties, individually, and any other person, organisation, or business or any law or governmental regulation.

20.  In referring leads at the  Company’s request or otherwise , the affiliate does not represent or warrant that any potential clients/customers referred will create any additional profits, sales, exposure, brand recognition, or the like and the Affiliate has no responsibility to the company if the referrals do not lead to a satisfactory outcome for the company.

21.  Severability.

22.  In the event any provision of this Agreement is invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions will continue in full force and effect as valid and enforceable.

23.  The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.

24.  Each Party must pay their own costs , including any stamp or similar tax or duty in relation  to the negotiation and execution of this agreement.

25.  The Parties agree that the Law of the state of New South Wales applies to this agreement. The Parties submit to the exclusive jurisdiction of the courts on New South Wales and any courts that may hear appeals from those courts in respect of any disputes or proceedings in connection with this agreement.

26.  The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they may only do so by mutual agreement in writing which must be signed by both Parties.