REFERRAL AGREEMENT

This Agreement (“Agreement”) is made as the date last signed below (“Effective Date”), by and between Company AI Inc., a Delaware corporation (“Company”), and ________, a ____________ [corporation] (“Partner”). Company and Partner may be referred to herein collectively as the “Parties” or individually as a “Party.”

Company is a provider of a climate management and accounting software-as-a-service (SaaS) platform (“Company Platform”). Company and Partner desire to enter into this Agreement pursuant to which Partner will market and promote the Company Platform and will refer Prospective Customers to Company, all of the foregoing in accordance with the terms and conditions of this Agreement, Exhibits attached hereto and the Partner Portal.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

APPOINTMENT AND RELATIONSHIP

Company appoints Partner as a nonexclusive, independent partner for the Company Platform, subject to the terms and conditions of this Agreement. Notwithstanding the use of terms such as “sell,” “sales” or the like in connection with Partner’s activities under this Agreement, Partner is solely an independent contractor and not a franchisee, partner, employee or agent, sales or otherwise, of Company and has no authority to conclude sales or commit to pricing or other terms of the Company Platform or make representations, incur obligations or otherwise act on behalf of Company in any way. In addition, any use of the term “partner” in this Agreement or in connection with this relationship shall in no way imply that Partner is engaged in a joint venture with Company or otherwise has any ownership interest in Company or in any common enterprise with Company.

PARTNER OBLIGATIONS.

Marketing and Promotional Obligations. Partner shall market and promote (and assist Company in marketing and promoting) the Company Platform to a prospective customer of the Company Platform (“Prospective Customers”). Without limiting the generality of the foregoing, Partner will: (i) actively refer Prospective Customers for the Company Platform to Company; (ii) at Company’s request, participate in Company pre-sales activities, such as product demonstrations and proofs of concept; (iii) promptly report to Company any suspected and actual problems with any Company Product; and (iv) cooperate with Company in matters relating to the marketing, sales and support of the Company Platform. Prior to conducting such marketing or promotional efforts, Partner shall submit to Company for approval all marketing and promotional materials and related collateral which either, i) deviate from those advertising and promotional materials provided by Company to Partner such as but not limited to trademarks, logos or other branding, in all media formats now known or hereinafter created to be used in connection with promoting the Company Platform (“Company Marketing Collateral”), or ii) use Company Marketing Collateral in association or combination with any other words, terms, symbols or images. In such cases, Company’s written approval is required prior to Partner’s use; provider, however, that Partner shall not be required to seek and obtain Company’s approval for any advertising and marketing materials presented to Potential Customers where the provision of such advertising and marketing materials is made pursuant to an agreement between the Potential Customer and Partner.