Supersonic IT Solutions Referral Agreement

This Referral Agreement (“Agreement”) sets forth the terms and conditions pursuant to which an entity may refer to Supersonic IT Solutions (as defined below) qualifying leads for the sale by Supersonic IT Solutions of services provided by Supersonic IT Solutions. The individual who clicks the "I Accept" button below represents and warrants that he or she has the requisite authority to bind his or her company (“Referral Partner”) to this legally binding Referral Agreement, which is effective between the Referral Partner and Supersonic IT Solutions as of the date of such acceptance (“Effective Date”). In the event Referral Partner and Supersonic IT Solutions have executed or will execute a separate referral contract for the sale of Supersonic IT Solutions Services subscriptions, such executed contract shall supersede this Referral Agreement.

1. General Description.

Supersonic IT Solutions agrees to pay Referral Partner a referral fee for submitting qualifying leads which result in the sale of Supersonic IT Solutions Services to new customers in accordance with the terms set forth in this Agreement.

2. Lead Registration and Acceptance.

2.1 Lead Registration. To create a qualifying lead eligible for a referral fee, Referral Partner must register leads with Supersonic IT Solutions in conjunction with the current lead process in place. At Supersonic IT Solutions’s request, Referral Partner shall supply any additional information reasonably requested by Supersonic IT Solutions and/or assist Supersonic IT Solutions in making contact with the proposed lead by arranging an introduction, meeting, conference call or other means of communication with the proposed lead. Following receipt of approval by Supersonic IT Solutions, Referral Partner will be introduced to a Supersonic IT Solutions account manager to engage with the prospect. Prospect must purchase and pay for Supersonic IT Solutions Services within 90 days of the lead registration and approval or such longer period that may be authorized by Supersonic IT Solutions at its sole discretion and on a case-by-case basis.

2.2 Lead Acceptance. Within a reasonable period of time following Referral Partner’s submission of a proposed lead, Supersonic IT Solutions shall review the proposed lead and provide Referral Partner with a notification of its acceptance of the proposed lead as commissionable, or its rejection of the proposed lead. Supersonic IT Solutions will be under no obligation to accept any proposed lead submitted by Referral Partner and may reject or decline to accept proposed leads for any commercially reasonable reason as determined by Supersonic IT Solutions, including that:

(i) the proposed lead was an existing customer of Supersonic IT Solutions or of any of its affiliates (as defined below) at the time of submission of the proposed lead;

(ii) Supersonic IT Solutions or any of its affiliates was already involved in discussions relating to the sale of Supersonic IT Solutions Services to the proposed lead at the time of submission of the proposed lead;

(iii) the proposed lead has previously been submitted to Supersonic IT Solutions or any of its affiliates by Referral Partner or by any other third party;

(iv) the proposed lead (a) does not meet Supersonic IT Solutions’ credit requirements, (b) is on a list of restricted or prohibited parties issued by the government of the Australia or any other jurisdiction, or (c) is located in a country that is subject to a Australia trade embargo or that is deemed a terrorist supporting country by the Australian Government; or

(v) the proposed lead is located in an area in which Supersonic IT Solutions or any of its affiliates has an exclusive arrangement for the sale of Supersonic IT Solutions Services or which Supersonic IT Solutions is otherwise prohibited by agreement or law from accepting.

3. Referral Fee.

3.1 Fee. Supersonic IT Solutions will pay Referral Partner a referral fee equal to 8% of the agreed fee collected by Supersonic IT Solutions from leads registered by Referral Partner which are approved in writing by Supersonic IT Solutions and closed by Supersonic IT Solutions within 90 days of date of approval (or for such longer period as may be authorized by Supersonic IT Solutions pursuant to Section 2.1 above).

3.2 Eligibility. Supersonic IT Solutions Service renewals, support, implementation, training or other professional services are not eligible for referral fees. Supersonic IT Solutions will remit referral fees within 60 days after the qualifying lead’s subscription payment is received. Referral Partner will be solely responsible for payment of all taxes and other costs levied against the referral fee or its operations. Supersonic IT Solutions will manage Supersonic IT Solutions’ sales, provision, billing and collection activities with end-user Customers.

4. Term and Termination; Post-termination Fees.

This Agreement shall expire in the event Referral Partner has not registered a lead for six consecutive months. Either party may terminate this Referral Agreement with written notice to the other at any time. Unless the termination is for breach, it will not affect Supersonic IT Solutions’ obligation to pay referral fees for qualifying leads approved and current prior to the termination date.

5. General.

5.1 Restrictions; Disclaimer. Supersonic IT Solutions will handle all Supersonic IT Solutions’ sales, provision, billing and collection activities. Referral Partner may not use Supersonic IT Solutions’marketing materials or trademarks without prior written authorization in each case. The Supersonic IT Solutions will be provided to customers solely pursuant to a services agreement between Supersonic IT Solutions and its customers. SUPERSONIC IT SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES TO REFERRAL PARTNER OR ITS LEADS, INCLUDING ANY EXPRESS OR IMPLED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUPERSONIC IT SOLUTIONS WILL NOT BE LIABILE FOR ANY SPECIAL OR INCIDENTIAL DAMAGES THAT MAY ARISE UNDER THIS AGREEMENT AND IN NO EVENT WILL SUPERSONIC IT SOLUTIONS’ LIABILITY EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE QUALIFYING TRANSACTION.

5.2 Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties, notwithstanding its use of the term "partner." There are no third-party beneficiaries to this Agreement. Referral Partner may not assign any rights or obligations under this Agreement without Supersonic IT Solutions’prior written consent.

5.3 Contracting Parties; Governing Law. Which entity is defined as “Supersonic IT Solutions” under this Agreement, to whom the Referral Partner should direct all legal or dispute-related notices under this Agreement and Victoria State laws will apply if there is a dispute between Referral Partner and Supersonic IT Solutions,

All Supersonic IT Solutions entities in the table above constitute affiliates under this Agreement. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules. If any provision of this Agreement is held by a court to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect its intentions, with all other provisions remaining in full force and effect. A party's failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless agreed to by that party in writing.