JAYINE CONSULTING NETWORK AFFILIATES REFERRAL FEE AGREEMENT THIS Referral FEE AGREEMENT (Agreement) is entered into by and between the referrer (Referrer) and Jayine Consulting Inc. an Ontario based corporation. Referrer has a contact, connection, or may know of someone or some organization for a specific project that may require Jayine Consulting expertise, which Referrer wishes to refer to Jayine Consulting (Referral). If the Referrer agrees to all Terms and Conditions herein and completes and submits truthful, relevant, and up to date information to all questions on the Jayine Consulting Lead Referral Form through Jayine Consulting's website, Referrer will receive a Confirmation Number from Jayine Consulting. Jayine Consulting will evaluate the submitted Referral, and may Reject or confirm, at Jayine Consulting's discretion within five (5) business days of submission. Finder will complete the Lead Referral Form. This Agreement will cover the Referral identified on the submitted Referral Form from Jayine Consulting's website. Referrer agrees to forward to Jayine Consulting, information concerning the Referral, but will take no further action with respect to such Referral unless Jayine Consulting authorizes in writing for Referrer to do so. At Jayine Consulting's occasional request, Referrer agrees to formally introduce Jayine Consulting to the Referral. Such introduction may be by telephone conference call and/or by an in-person meeting, based upon Jayine Consulting 's and the Referrer's mutual agreement. Referrer agrees to preserve in strictest confidence all Confidential Information of Jayine Consulting, and Referrer agrees not to use, or disclose to any person or persons, any confidential information acquired while this Agreement is in effect and thereafter, except upon Jayine Consulting's authorization, and except for internal purposes confined to the necessary administration. For purposes of this Agreement, confidential information shall mean any competitively sensitive or secret business, marketing, and/or technical information disclosed by Jayine Consulting to the Referrer. In all cases, Confidential Information shall include any information or documents acquired by the Referrer pertaining to Jayine Consulting's business, and the terms of this Agreement. Confidential information will at all times be protected through the highest commercially reasonable standard of care. Referrer shall not provide any confidential information to other contractors or consultants under any circumstances. All deliverables produced for Jayine Consulting's clients will remain the exclusive intellectual property of Jayine Consulting. Referrer will be required to sign a Non Disclosure Agreement (NDA) with Jayine Consulting. Notwithstanding the foregoing, confidential information does not include information already in the public domain, or in the rightful possession of the other party at the time of its disclosure, or disclosed as a matter of right by a third party after the execution of this Agreement, or that enters the public domain other than by the unauthorized acts of any person. Within thirty (30) days after Jayine Consulting's request, or upon termination of this Agreement (whichever first occurs), all materials or media containing any confidential information (including any information, records, and materials developed on the basis thereof will be returned to Jayine Consulting. Referrer and Jayine Consulting are Independent Contractors under this Agreement, and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Referrer shall bear sole responsibility for payment of taxes owed by Referrer on the Commissions. Neither Referrer nor Jayine Consulting shall have any authority to enter into agreement of any kind on behalf of the other party. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements and understandings of the parties of any kind whatsoever and pertaining to any subject matter, whether written, oral, or otherwise, and may be altered or amended only in writing and signed by both parties. This Agreement shall be governed by the laws of the Province of Ontario, Canada. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either of the parties. In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and other costs and expenses incurred in resolving such dispute. The terms and conditions of Jayine Consulting Inc.'s Referral Program are explained below. Jayine Consulting will pay commission to a Referrer as per the following: Staffing Model: . For each consultant referred and hired by Jayine Consulting to conduct an engagement for a client, Jayine Consulting will pay the referrer a lump sum commission following the receipt of payment from the client for the first month's consulting service. The lump sum will be calculated based on 25% of the profit for the initial contract for the maximum of a six month o e.g. Jayine Consulting is able to get a 6 month contract for a referred consultant, then Jayine Consulting would pay the referrer 25% of the profit which usually ranges from $1,771.87 to $3,543.75 (subject to Jayine Consulting profit markup). . For each contract opportunity referred that results in a Jayine Consulting contract, Jayine Consulting will pay the Referrer a lump sum commission following the receipt of payment from the client for the first month's consulting service. The lump sum will be calculated based on 25% of the profit for the initial contract for the maximum of a six month. o e.g. Jayine Consulting is able to get a 6 month contract from a referred opportunity, then Jayine Consulting would pay the referrer 25% of the profit which usually ranges from o $1,771.87 to $3,543.75 (subject to Jayine Consulting profit markup). . All commission calculations are based on the following: 7.5 hrs/day, 5 days/week, and 21 days/month. . Commissions are additive and rewarding. Therefore if a contract opportunity and a consultant are referred and Jayine Consulting is awarded the contract and hires the consultant then the calculation of the lump sum payment will be based on 50% of the profit for the initial contract. Similarly, if Jayine Consulting is awarded a multi-consultant contract that was referred and Jayine Consulting hires referred consultants for this contract then the calculation of the lump sum commission will be based on 50% of the profit made from each referred consultant plus 25% of the profit made from each non-referred consultant for the initial contract. Consulting Business Model: . For businesses other than hiring/staffing referral fee will be decided from case to case basis but generally Jayine Consulting will pay 10% of the gross revenue or 25% of the profits. These assignments may include IT services, Staff augmentation, technical assignments, management consulting etc. . Referral Commissions will be paid within 30 days of receiving a relevant Introduction Fee.