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. Agent shall also provide no less than one (1) trade alert on Company Platform per business day.

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 commission consisting of 20% of net revenue received by Company for that Subscription. Provided that Agent provides the trade alerts in accordance with Paragraph 2 above, Agent shall be entitled to receive commissions on a recurring basis for all Subscriptions sold by Agent. By way of example, if the applicable Subscription is monthly, Agent will be entitled to a commission on the first month’s revenue of the Subscription as well as any revenue received from any one or more renewals of that Subscription. Notwithstanding the foregoing, in the event that Agent fails to provide the trade alerts in accordance with Paragraph 2 above, Company shall be entitled to immediately terminate any commissions tied to recurring Subscriptions.

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 either (a) expiration or termination of the applicable Subscription or (b) the failure by Agent to provide trade alerts in accordance with Paragraph 2.

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.