Referral Partner Agreement

This Agreement made by and between ETaxBreaks, LLC, an Alabama Corporation, herein referred to as “ETaxBreaks,” with its address at 715 Walnut Street, Gadsden, Alabama 35901, and the agreeing party, herein referred to as “ETaxBreaks Referral Partner (RP).” Both ETaxBreaks and RP shall occasionally be referred to as “The Parties”. Those with whom the RP secures a contract for ETaxBreaks services shall be alternately referred to herein as “end-user” or “potential client”. Now, therefore, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Partner Relationship. RP agrees that it will provide ETaxBreaks with referrals that are suited for and will benefit from the services of ETaxBreaks.
a. Fees. Referral Partner shall receive a 15% commission fee on collected revenue.
b. Invoicing. Partner will be paid once a month on received revenue from a client they
             signed up for services.
c. Duplicate Referrals. Fees for referrals will not be paid to RP where the information regarding the referral was received previously by ETaxBreaks through a source independent of the RP. If the RP disputes ETaxBreaks’ receipt of the information from another source prior to RP’s referral, the President of ETaxBreaks will review and resolve all such disputes. RP agrees that the decision of ETaxBreaks’ President will be final and binding and may not be appealed or disputed in any other forum.
d. Lead Requirements. The RP acknowledges that, for processing of a lead to take place, it is essential that all paperwork and end-user information be submitted to ETaxBreaks in complete form and as soon as practicable. RP further agrees to discuss each lead in detail with ETaxBreaks and to otherwise assist ETaxBreaks in making contact with the potential leads by arranging an introduction, meeting, conference call, demonstration, or other means of communications between ETaxBreaks and the potential Client.
e. Email Permission. In signing this Agreement, RP agrees to receive standard correspondence from ETaxBreaks via emails. ETaxBreaks agrees not to share RP contact information with third parties for their independent commercial marketing use without RP permission.
f. Representation. RP will not have the authority to sign or otherwise enter into a contract on behalf of any ETaxBreaks service provider and all contracts shall be between ETaxBreaks and the Client. No one has the right to make any representation concerning ETaxBreaks’ products not specifically authorized by ETaxBreaks.
g. Joint Selling. If End-User is signed by another partner of ETaxBreaks, RP will only receive compensation as agreed to jointly by RP and the other partner. Unless otherwise directed in writing by both RP and the other Partner, commissions will be paid to either the RP or the Partner, with the division of the commissions to take place at the RP/Partner level. ETaxBreaks will only separate out the agreed-upon commissions upon receipt of written authorization signed by both parties to be compensated.

h. Expectations. The expectations of both parties regarding marketing, sales rollout, lead generation and/or software integration will be agreed to in writing within thirty (30) days of signing this Agreement. The development of this Partner Relationship Marketing Plan will be agreed to by the parties in writing but will not serve to act as a modification or novation to the terms and conditions of this present agreement.

2. Term. ETaxBreaks reserves the right to review this RP relationship. This is a two year (2) agreement and is terminable by either party for non-performance reasons that have been so notified in writing and given sixty (60) days to cure the performance problem. Commissions due shall be suspended in the following situations: RP’s breach of confidentiality as set forth in paragraph four (4); RP’s blatant non-performance; RP’s engagement in any activities that compete with ETaxBreaks’ services. Commissions may be reinstated at such time violations are cured by the RP to the reasonable satisfaction of ETaxBreaks. The parties must mutually agree upon provisions for renewal.

3. Amendments. Any modification to this Agreement shall be negotiated and agreed upon in a signed writing between ETaxBreaks and the RP.

4. Confidentiality of Information/Duty of Nondisclosure. Both Parties agree that they may in the ordinary course of dealings be privy to certain information regarding client lists, operating procedures, trade secrets or other such key information related to one another’s business. Therefore both Parties mutually covenant to reasonably safeguard and restrict any distribution of such information and to treat it as secure and non-transferable by any means to any third party. The Parties agree to this paragraph four (4) as a duty of nondisclosure, the violation of which may result in the termination of this Agreement. The recipient of Confidential Information will not disclose to third parties or make use of, disseminate, or in any way circulate within its own organization (except to employees or agents on a need to know basis) any Confidential Information which is supplied to or obtained by it in writing, orally or by observation, except as contemplated by this Agreement and except for any other purpose the disclosing party may hereafter authorize in writing. The recipient of Confidential Information shall disclose such Confidential Information only to those of its employees or agents who need to know such information who have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Section. The recipient of Confidential Information shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, but in no event less than reasonable care. The terms and conditions of this paragraph four (4) shall survive the termination of this Agreement.

5. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to conflicts of law principles, and venue shall also be the applicable court in the State of Alabama.

6. Entire Agreement. This Agreement constitutes the entire agreement and sets forth the entire understanding of The Parties with respect to the subject matter hereof, supersedes all prior agreements, covenants, arrangements, letters, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party and may not be modified or amended except by a written agreement specifically referring to this Agreement signed by both parties hereto and any other party to be charged.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of agreement to the above terms.

TaxBreak Recovery, LLC, dba “ETaxBreaks”
By: Frank Brown
Title: CEO
Email Address: info@ETaxBreaks.com
Phone: (855) 566-0829
Address: P O Box 283, Gadsden AL 35902