Referral Partner Agreement

This Referral Partner Agreement (“Agreement”) serves as a standard template for potential agreements between a Company or Individual (“Referral Partner”) and Neutech. The Agreement will be deemed effective on the date (“Effective Date”) when both parties mutually consent to its terms.

1. Purpose

The aim of this Agreement is to enable the Referral Partner to earn “Referral Commissions” through the referral and subsequent sale of Neutech’s services (“Services”). This is achieved by allowing the referral of prospective leads from the Referral Partner’s clients and partners. It’s important to note that this Agreement is nonexclusive and does not prevent either party from entering into similar agreements with other parties.

2. Program Features

As part of the Neutech Referral Partner Program, the Referral Partner is entitled to the benefits outlined in the Program Highlights published by Neutech and effective on the Effective Date. In case of any inconsistency between this Agreement and the Program Highlights, this Agreement prevails. The Referral Partner will introduce potential business opportunities to Neutech by connecting them with the Neutech Team (via phone or email) and providing the lead’s contact information (email, phone number, company, and role). If available, additional information about the need (such as team size, technologies involved, and duration) will also be provided. Neutech will then present its services to the “Registered Lead” (Client) to seize the business opportunity. If the business opportunity materializes and Neutech enters into a contract with the “Registered Lead” to provide its services, the Referral Partner will receive a portion of the business deal. If Neutech engages with a client who is a Verified Lead, it will directly sign an agreement with that client and compensate the Referral Partner accordingly. Neutech will compensate a Referral Partner a one-time payment of $1,000 for a unique new client referred to Neutech who hires a single (1) developer or designer. Neutech will also compensate a Referral Partner a one-time payment $500 for each additional unique developer or designer that the same referred client hires after the first hire. For example, if a Referral Partner refers a client who then hires 5 developers and/or designers, they would receive $3,000 ($1,000 for the first developer or designer, $500 each for the additional four developers or designers). If the referred client decides to lower the number of developer or designers from 5 to 4, then later decides to re-hire a new developer or designer from 4 to 5, this will not qualify as a new hire. The next payment of $500 would only be paid once the referred client hires a 6^th developer or designer.   It’s important to note that no payments will be issued to the Referral Partner until payments are collected by Neutech from the referred client.

3. Referrals

Referral Partner has the authority to refer Sales Leads (“Leads”) to Neutech as they deem fit. Leads are individuals whom the Referral Partner identifies as potential customers for any of Neutech’s Services, based on a pre-existing relationship determined by Neutech in its sole discretion (“Pre-Existing Relationship”). Such referrals must be submitted in writing to Neutech. Upon receiving a Lead, Neutech has ten (10) business days to either register the Lead in the Referral Partner’s name (“Registered Lead”) or inform the Referring Party in writing if the Lead has been rejected for reasons outlined below. A Registered Lead remains valid for months (6) months from the date of registration. Neutech will promptly provide the Referral Partner with designated contact information (including name, address, phone, fax, and email address) for receiving and processing Leads, both upon signing this Agreement and following any subsequent changes to such contact details. Neutech reserves the right to reject a Lead submitted by the Referral Partner under certain circumstances. These include situations where the Lead is an existing customer, already considered an Active Lead, or identified in Neutech’s prospect/pipeline report as a Lead/Opportunity at the time of receipt from the Referral Partner.

4. Effective Date, Term

This Agreement is valid from the Effective Date for an initial term of twelve (12) months (the “Initial Term”). Upon the expiration of the Initial Term, the Agreement will automatically renew for successive additional one-year terms, unless terminated by either party as outlined below. Renewal will be subject to the prevailing Program Highlights at the time.

Either party reserves the right to terminate this Agreement prior to the end of the current term without cause, provided that thirty (30) days written notice is given. Additionally, termination may occur before the end of the current term if there is a material breach of the Agreement by the other party, upon providing ten (10) days written notice specifying the breach. In such cases, termination will be effective at the conclusion of the ten (10) day notice period, unless the breach has been rectified earlier. Moreover, Neutech retains the right to terminate this agreement immediately before the end of the current term if the Referral Partner refers Leads with whom they do not have a Pre-Existing Relationship.

5. Fees, Audit Rights

Neutech is obligated to maintain detailed records to facilitate the determination and validation of the referral fees stipulated in this Agreement. These records must be kept separate and preserved for a minimum of one (1) year from the end of the relevant month. Upon request by either party during the term of this Agreement and for a period of one (1) year following the conclusion of the last sales agreement for which referral fees are owed to the Referral Partner, Neutech must allow the Referral Partner or their designated agent, at the Referral Partner’s expense, to inspect these records to verify the amounts owed to them. Such inspection rights are contingent upon the Referral Partner executing any reasonable confidentiality agreement requested by Neutech in connection with the inspection.

Referral fees will be disbursed using a method previously agreed upon by both parties. For instance, these fees may be transferred via wire transfer in a specified currency to a designated account, issued as a cheque, paid in cash, or through any other suitable method based on the available options at the time.

6. Independent Ownership

Both parties shall maintain exclusive ownership of all titles, patents, trade secrets, trademarks, copyrights, and other proprietary rights associated with their respective Products and Services. No party shall gain any rights to the Products or Services of the other party through this Agreement. This Agreement does not impede either party from independently developing, owning, marketing, selling, licensing, or otherwise dealing with any Product or Service that performs functions similar to those of the other party’s offerings, provided that such actions do not violate the proprietary rights or confidentiality obligations outlined in this Agreement.

7. Licensing and Support

Neutech will directly engage with its customers for the provision of its Services. The licensing, maintenance, support, and other associated services for customers will be the sole responsibility of the contracting party. Unless expressly agreed upon in writing by both parties, neither party will have any obligations towards the customers of the other party regarding the Services provided by the other party.

8. Representations

The Referral Partner is explicitly prohibited from (i) providing any warranties or representations regarding Neutech’s Services; (ii) portraying itself as having the authority to act in a capacity such as a Business Development Representative or any similar position within Neutech’s organization. Nonetheless, the Referral Partner may furnish prospects with information regarding Neutech’s Services, utilize Neutech’s current marketing materials, and convey high-level details about the Services contained in said marketing material. The Referral Partner commits to refraining from engaging in deceptive, misleading, derogatory, or unethical practices that could adversely affect Neutech or its Services.

9. Marketing

Sales calls, conferences, and other presentations may be conducted jointly when the Referral Partner decides to involve Neutech and Neutech consents to participate. However, the Referral Partner retains full discretion and bears all expenses related to any sales efforts. Additionally, the parties may engage in joint marketing activities as agreed upon, including creating sales presentation materials, issuing press releases, launching direct mail campaigns, attending trade shows, hosting seminars, and organizing other events. Neither party will be obligated to cover the costs associated with these activities unless explicitly agreed upon in writing.

10. Publicity

Subject to the exceptions stated below, neither party is permitted to issue any press release or other form of public disclosure regarding this Agreement without obtaining prior written consent from the other party. However, a party may discuss this Agreement and the associated relationship in any filings submitted to the Securities and Exchange Commission, to the extent deemed necessary or appropriate by that party, or as mandated by law or by order of any governmental body.

11. Relationship

This Agreement does not establish either party as the legal representative or agent of the other party. Neither party is granted the right or authority to make any affirmation, representation, or warranty, nor to assume, create, or incur any liability or obligation, whether express or implied, on behalf of the other party. Unless stated otherwise in this Agreement, each party is individually responsible for all costs, expenses, and liabilities arising from this Agreement, and neither party is liable or obligated to cover the other party’s revenue sharing, costs, expenses, or liabilities.

12. Confidentiality; Trademarks

Prior to and during the term of this Agreement, you may have access to information and documentation that Neutech considers to be confidential and/or proprietary, including, but not limited to: present and prospective client data, agreements, technical data, software, plans, sales and training materials, operating procedures, business methods, business forms, marketing plans and data, agreements and policies, information regarding pending projects and proposals, compensation data, and information about business relationships with and/or ownership interests in or affiliations with other entities (collectively, “Confidential Information”). You shall hold the Confidential Information in strict confidence and not copy, reproduce or disclose such Confidential Information to third parties or use such information for any purpose whatsoever, other than for the performance of your obligations hereunder, and advise each of your employees, agents and representatives of their obligations to keep such information confidential. Such confidentiality obligations shall not extend to information that is (i) at the time of its disclosure part of the public domain through a source other than you or your representatives; or (ii) required to be disclosed by legal process, in which event you shall provide prompt notice to Neutech prior to such disclosure. Immediately upon the termination of this Agreement, or upon Neutech’s request at any time, you shall return to Neutech all Confidential Information in your possession and cease using the Marks. Your obligations under this Agreement shall survive any return of the Confidential Information and regardless of termination of this Agreement, without any limitation on the term of such confidential treatment. Any breach of the obligations set forth in this Section 4 will not be compensable with money damages, would irreparably harm Neutech, and would entitle Neutech, among other remedies, to injunctive relief.

13. Independent Contractor; Indemnification; Warranty; Liability

You are an independent contractor and will not be considered an employee or agent of Neutech for any purpose. Under no circumstances may you bind Neutech without its prior written consent nor hold yourself out as an employee or agent of Neutech for any purpose. In no event shall you disparage Neutech or misrepresent the Neutech brand or Marks in any way. You agree to indemnify and hold Neutech harmless from any loss, damage, liability or expense, including reasonable attorneys’ fees and other legal expenses, to which Neutech may become subject arising out of or relating to any act or omission by you (or any person or entity connected or associated with you) which is or is alleged to be a violation of any applicable statutes, laws or regulations or arising from your negligence or willful misconduct. NEUTECH MAKES NO WARRANTY, EXPRESS OR IMPLIED, TO YOU, AND NEUTECH HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, PROFITABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. NEUTECH HAS NO LIABILITY FOR COMMISSIONS THAT MIGHT HAVE BEEN EARNED BUT FOR THE FAILURE OR INABILITY OF NEUTECH TO PROVIDE ANY SERVICES. IN NO EVENT WILL NEUTECH BE LIABLE TO YOU FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND NEUTECH’S CUMULATIVE LIABILITY FOR ALL DAMAGES AND LOSSES ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE COMMISSIONS PAID UNDER THIS AGREEMENT DURING THE THREE- MONTH PERIOD PRECEDING THE MOST RECENT CLAIM.

14. Communications

Referral Partner hereby consents and authorizes Neutech to send text (SMS) messages and/or emails to Referral Partner regarding all matters concerning this Agreement. Referral Partner retains the right to opt-out of receiving text (SMS) messages and/or emails from Neutech at any time by contacting Neutech at [email protected]. Upon receipt of the opt-out request, Referral Partner will cease receiving text (SMS) messages and/or emails from Neutech.

15. Miscellaneous

This Agreement shall be governed by the laws of the State of California, without regard to its principles of conflicts of law. The parties agree to the exclusive jurisdiction of any state or federal court located in Los Angeles County, California for any proceedings arising out of or relating to this Agreement. If any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be construed so as to render it enforceable and effective to the maximum extent possible; and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected thereby. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and representations (oral or written) between the parties. No amendment, modification, or waiver of any covenant shall be valid unless in writing and signed by a duly authorized representative of each of the parties. The failure by either party to enforce at any time any provision of the Agreement or any right or exercise any election herein provided shall in no way be considered to be a waiver of such provision, right or election, or in any way affect the validity of this Agreement. This Agreement may be executed in counterparts, each of which shall be deemed an original and all such counterparts together shall constitute one and the same instrument.