Referral Agreement

This Referral Agreement (“Agreement”) grants to the entity Referring Party identified below (“Referring Party”) the right to refer to [COMPANY] qualifying new customers (“Prospects”) for the purchase of [COMPANY] software products directly from [COMPANY] in exchange for a Referral Fee (“Referral Fee”), as set forth below.

1. Referral of Prospects

1.1 To be eligible for a Referral Fee, a Referring Party must identify Prospects directly to [COMPANY] by faxing a Prospect Referral Claim form to Sales Operations (see Exhibit A for attached sample form with instructions). Existing [COMPANY] customers are not eligible as Prospects, neither are customers currently in the pipeline. Referring Party must successfully register each [COMPANY] product sales lead referred to [COMPANY]. If the sales lead is approved, an email will be sent to Referring Party. An approved sales lead is hereinafter referred to as a “Qualifying Transaction” and eligible for a Referral Fee upon receipt of payment to [COMPANY] for the applicable sale. All approval of sales leads are at [COMPANY]’s sole discretion.

1.2 Each Qualifying Transaction is only effective for a period of ninety

days from registration. If the sale does not close within such ninety

day period, the Qualifying Transaction will expire and Referring Party will need to complete the process in this Section 1.1 again in order to qualify for a Referral Fee.

2. Reserved Rights

2.1 This Agreement shall in no way limit [COMPANY]’s right to sell directly or indirectly any product or service to any current or prospective customers, including Prospects.

2.3 [COMPANY] will not pay more than one (1) Referral Fee on any given Qualifying Transaction, and [COMPANY] reserves the right to apportion a Referral Fee if more than one Referring Party has contributed to the close of a Qualifying Transaction.

2.4 A Referring Party may receive the Referral Fee only on the initial sale of [COMPANY] software products. Fees for the performance of services (such as on-site professional service fees and costs, training costs; maintenance and support fees; maintenance and support renewal fees) and fees associated with subsequent product purchases are not eligible for Referral Fees.

Computation. Referral fees for any Qualifying Transaction shall be based on the net license revenue to [COMPANY].

Payment Terms. [COMPANY] shall within thirty (30) days after receipt of payment from Prospect for the [COMPANY] Products included in the Qualifying Transaction, remit the applicable Referral Fee to the Referring Party. All amounts payable by [COMPANY] to Referring Party are subject to offset by [COMPANY] against any amounts owed by Referring Party to [COMPANY].