EXCLUSIVE

Company hereby appoints [ ] (“Agent”) as an authorized non-exclusive independent representative to sell and promote TradeZing platform subscriptions (the “Subscriptions”).

Agent shall devote such time, energy, and skill on a regular and consistent basis as is necessary to sell and promote the Subscriptions during the term of this Agreement.

For each sale of a Subscription made directly by Agent to an end subscriber as determined by Company in its sole discretion, Agent shall be entitled to a one-time commission consisting of 20% of revenue received by Company for that Subscription for the initial period of the Subscription. By way of example, if the applicable Subscription is monthly, Agent shall be entitled to a commission on the first month’s revenue received for that Subscription. Agent shall not be entitled to any Commission on any Subscription renewals.

All commissions will be due and payable to Agent no later than sixty (60) days from receipt by Company of Subscription payment from any end subscriber. Any and all commissions payable by Company to Agent under this Agreement shall terminate following expiration of the initial period of any Subscription generated by Agent and Company shall then be discharged and released of any further obligation to pay commissions to Agent under this Agreement.

During the term of this Agreement or within one year after its termination, Agent or any agents or representatives under Agent’s control, shall not compete with Company, directly or indirectly by engaging in the sale or promotion of products and services that are the same as or similar to Company’s products or services. Under no circumstances and at no time shall Agent disclose to any person any of the secrets, methods, systems or other confidential information used by Company in its business. All customer lists, brochures, reports, and other such information of any nature made available to Agent by virtue of Agent’s association with Company shall be held in strict confidence during the term of this Agreement and after its termination.

This Agreement shall not create a partnership, joint venture, agency, employer/employee, or similar relationship between Company and Agent. Agent shall be an independent contractor. Agent shall not be considered an employee of Company. Agent shall be free to utilize his time, energy, and skill in such manner as he deems advisable to the extent that he is not otherwise obligated under this Agreement.

Agent shall bear any and all costs or expenses incurred by Agent to perform his obligation under this Agreement, including, but not limited to, vehicle insurance, travel expenses, and telephone expenses.

Company may terminate this Agreement at any time on written notice to Agent provided that Company promptly pays Agent all commissions earned by Agent at the time of such termination.

The rights and duties of Agent under this Agreement are personal and may not be assigned or delegated without prior written consent of Company.

Agent is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Company’s products or services without express written authorization from Company.

Agent shall indemnify and hold Company harmless from any and all claims or liability arising as a result of negligent, intentional, or other acts of Agent or Agent’s representatives.

Company shall indemnify and hold Agent harmless from any and all liability attributable solely to the negligent, intentional, or other acts of Company or its employees.

Any notice under this Agreement shall be deemed given on the third business day following the mailing of any such notice, postage paid, to the Company’s and Agent’s address accordingly.