Client Referral Fee Agreement

1.1  Ahmad Digital Agencies appoints Referral Agent as an authorized referral agent for purposes of forwarding and referring to Ahmad Digital Agencies potential subscribers and customers of the Services. Such agency is limited to the geographic areas where Ahmad Digital Agencies has the facilities to provide the Services, including those locations listed in Exhibit A.

1.2   Referral Agent has no authority, without the prior written consent of Ahmad Digital Agencies, to bind Ahmad Digital Agencies to any contract, representation, understanding, act or deed concerning Ahmad Digital Agencies, the Services, or any other service or product offered by Ahmad Digital Agencies that is outside the scope of this Agreement. Referral Agent shall make no representations or warranties concerning the Services or Referral Agent’s agency relationship with Ahmad Digital Agencies, unless such warranty or representation is authorized in writing by Ahmad Digital Agencies. In addition, Referral Agent shall not make any representations or warranties concerning prices, terms or delivery, performance of the Services, terms of payment, or conditions of sales except to the extent such representations are authorized in writing by Ahmad Digital Agencies.

1.3 Unless agreed to otherwise in writing by Ahmad Digital Agencies, this agreement as Referral Agent is not exclusive, and Ahmad Digital Agencies may appoint other referral agents and sales representatives for the Services within any territory that Referral Agent does business.

1.4  This appointment shall not establish or, be interpreted as establishing an Agentship, joint venture, franchise, or other agency relationship beyond those functions and responsibilities as set forth in this Agreement.

Duties and Performance of Referral Agent.

2.1 Throughout the term of this Agreement, Referral Agent shall use reasonable efforts to endorse and promote Ahmad Digital Agencies and its services, as well as to refer and forward potential customers (including, but not limited to, business acquaintances, customers, clients, and associates) or the Services to Ahmad Digital Agencies. Referral Agent shall adhere to and comply with any prevailing practices and procedures that relate to the referral of customers for the use of the Services.

2.2  Subject to and in addition to the conditions of Section Three herein, Referral Agent shall be entitled to compensation hereunder only for those customers with whom Referral Agent has had direct personal contact and to whom Referral Agent has directly endorsed and recommended the Services.

2.3  Throughout the term of this Agreement, Referral Agent agrees not to refer potential customers to any person or entity other than Ahmad Digital Agencies that offers products and services that are in competition with those offered by Ahmad Digital Agencies.

2.4  Throughout the term of this Agreement, Referral Agent agrees to display prominently the slogan “[Slogan] on its web site and promotion literature, including an HTML link to Ahmad Digital Agencies’s home page.

3. Commission Structure

3.1  Ahmad Digital Agencies shall pay Referral Agent a one-time commission (the “Commission” or “Commissions”), as described in Exhibit A hereto, for each customer Referral Agent refers to Ahmad Digital Agencies pursuant to the terms of this Agreement (a “Referred Customer”). The total commission amount owed to Referral Agent hereunder shall be payable on the last day of each month after the Service has been billed and payment received.

3.2  Ahmad Digital Agencies shall be obligated to pay the Commission to Referral Agent for a specific Referred Customer if, and only if, the following conditions are satisfied:

3.2.1  The Referred Customer in not a current customer of Ahmad Digital Agencies or a customer who Ahmad Digital Agencies has, prior to the date of the referral, contacted and towards whom Ahmad Digital Agencies has initiated sales and marketing efforts; and

3.2.2  The Service or Services ordered by Referred Customer have been installed, activated, and accepted by the Referred Customer.

3.3  Referral Agent’s entitlement to retain any Commissions paid hereunder for each Customer is conditioned upon such Customer’s continued subscription and payment on the Service for a period no less than 180 days ( the ‘Minimum Service Period”). Where Referral Agent must refund to Ahmad Digital Agencies compensation paid hereunder due to discontinuance of the Services during the Minimum Service Period, and Ahmad Digital Agencies owes Referral Agent Commissions on other Services ordered by Customers under this Agreement, Ahmad Digital Agencies may set off from said Commissions, on a monthly basis, until the amount due to Ahmad Digital Agencies from Referral Agent is fully paid. Alternatively, Ahmad Digital Agencies may send notice to Referral Agent of the amount due and Referral Agent shall remit payment to Ahmad Digital Agencies within thirty (30) days after receipt of such notice.

3.4  In the event that the Referred Customer was referred to Ahmad Digital Agencies from more than one authorized Ahmad Digital Agencies referral agent, the Ahmad Digital Agencies will pay the Commission to the referral agent who provided the most proximate, or recent, referral relative to the date the Referred Customer initiates the Service with Ahmad Digital Agencies.

3.5  Absent the advance written notice from Ahmad Digital Agencies stating otherwise, Ahmad Digital Agencies will not be obligated to pay the Commission to Referral Agent if Referral Agent uses mass mailings and other forms of mass solicitations to potential customers of the Service.

4. Confidentiality and Customer Ownership.

4.1  All documents, data files, information and other materials made available to Referral Agent in connection with this Agreement, including without limitation all information regarding services, Ahmad Digital Agencies customers (including those customers and potential customers referred to Ahmad Digital Agencies by Referral Agent), marketing data, business plans, and technical information (collectively “Confidential Information”) shall be deemed to have been furnished to Referral Agent in confidence and shall remain the exclusive property of Ahmad Digital Agencies both during the term of this Agreement and after this Agreement is terminated of expired. Referral Agent shall treat as trade secrets and keep in strict confidence all Confidential Information it acquires from Ahmad Digital Agencies at any time or develops for or on behalf of Ahmad Digital Agencies, and Referral Agent will not at any time during the terms of this agreement or thereafter use such Confidential Information for its own benefit or disclose or permit any of its employees, agents, or representatives to disclose such Confidential Information to any person or entity without a written consent from Ahmad Digital Agencies.

4.2  Ahmad Digital Agencies shall retain full ownership of all Referred Customers that Referral Agent refers to Ahmad Digital Agencies under this Agreement, including all information relating to such Referred Customers.

5. Intellectual Property.

5.1  Referral Agent agrees that Ahmad Digital Agencies retains ownership rights in and to certain intellectual property, including without limitation any Ahmad Digital Agencies trademark, service mark, trade dress, advertising, any associated goodwill, whether presently existing or later developed (collectively “Intellectual Property”). Referral Agent agrees to sign any document as reasonably required to effect recording or protection of any such property.

5.2  If approved in writing by Ahmad Digital Agencies, Referral Agent may use advertising that is associated with any Intellectual Property. Referral Agent may use such advertising materials only upon the terms and conditions stated by Ahmad Digital Agencies from time to time. Referral Agent may not modify or delete any Intellectual Property it uses without the written consent of Ahmad Digital Agencies.

6.Term and Termination

6.1  The term of this Agreement will be for a period of one (1) year, commencing on the date of their registration, after a period of one year, refers will be required to renew their referral status with Ahmad Digital Agencies.. Unless either party provides written notice stating otherwise, the term of this Agreement shall be renewed for successive one-year terms. At any time, either party may terminate this Agreement upon providing the other party thirty (30) days written notice.

6.2  Ahmad Digital Agencies shall be responsible for paying any and all Commissions owed to Referral Agent under this Agreement only for those Referred Customers that are referred to Ahmad Digital Agencies before the effective termination date of this Agreement.

6.3  The provisions of Sections 3.3, 4.1. 4.2, 5.1, 7.1, 7.2, 7.3 and 7.5 shall survive termination of this Agreement.

7. Warranties

7.1 Unless Ahmad Digital Agencies notifies Referral Agent otherwise, Ahmad Digital Agencies disclaims all warranties with regard to services rendered under this Agreement, including all implied warranties of merchantability and fitness for a particular purpose. Referral Agent shall extend no warranties or guarantees without the pre-approval of Ahmad Digital Agencies, orally or in writing, in the name of Ahmad Digital Agencies or which would bind Ahmad Digital Agencies with respect to the performance, design, quality, merchantability, or fitness for a particular purpose of the Service. Neither Ahmad Digital Agencies nor its affiliates, subsidiaries, suppliers, or parent corporations shall be liable to Referral Agent or any third party for special, consequential, incidental, indirect, tort or cover damages, including, without limitation, damages resulting from the use or inability to use the services, delay of delivery and implementation, or loss of profits, data , business or goodwill, whether or not such party has been advised or is aware of the possibility of such damages. Ahmad Digital Agencies’s liability for all claims of any kind arising out of or relating to this Agreement shall be limited solely to money damages and shall not exceed the amount of commissions due Referral Agent.

7.2  Either party shall not be liable for, and is excused from, any failure to perform or delay in the performance of its obligations under this Agreement due to causes beyond its control, including without limitation, interruptions of power or telecommunications services, failure or its suppliers or subcontractors, acts or nature, governmental actions, fire, flood, natural disaster or labor dispute. No failure of either party to pursue any remedy resulting from a breach in this Agreement by the other party shall be construed as a waiver of that breach, nor as a waiver of any subsequent or other breach unless such waiver is signed and in writing.

7.3  In the event any provision of this Agreement shall be invalid, illegal or enforceable in any respect, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected of impaired by such provision in any way.

7.4  This Agreement shall not be assigned by Referral Agent, in whole or in part, without he express written consent of Ahmad Digital Agencies.

7.5  This Agreement shall be construed in accordance with the laws of the state of South Africa, and shall be treated as a South Africa contract.

7.6  All notices required under this Agreement shall be directed to the addresses indicated below, and such addresses shall be deemed to be the most recent address of the addressee and shall remain so until written notice of a change of address is provided to the other party by the party whose address has changed:

Exhibit A

For Services that Ahmad Digital Agencies charges Between  R1000 – R2000, upon successful recruitment, the agent will receive 15% of that amount.

For services between R2000 and R5000, 20% will be for the agent.

For services from R5000 upwards, 25%  of the service price will be for the agent.

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