JDH Group, Inc. REFERRAL AGREEMENT

           
1.  Definitions.

1.1            "Prospect” shall mean an entity interested in obtaining a license to use JDH Group, Inc.’s X2 Sales System® (“X2”) and shall exclude: (a) any entity that currently licenses X2; (b) any entity that JDH Group, Inc., its distributors or other parties affiliated with JDH Group, Inc. are pursuing or have pursued as a Prospect within the last 12 months, as shall be reasonably determined by JDH Group, Inc. in accordance with its business records. 

1.2       “Referral Activity” means that activity in which a Referring Party has an existing relationship with or contacts a Prospect interested in X2 and with JDH Group, Inc.’s approval subsequently arranges an in-person introduction of a JDH Group, Inc. sales representative with a primary decision maker of the Prospect and subsequently cooperates as requested by JDH Group, Inc. in the sales process with the Prospect.

1.3       “Referral Fee” means a fee paid to a Referring Party by JDH Group, Inc. in consideration of their Referral Activity for a Prospect who elects to license X2.

1.4       “Referral Form” means the form, in electronic or hard copy form, which the Referring Party employs to capture the required Prospect information for submittal and review to JDH Group, Inc..

2.              Registration of Leads.

2.1            Submittal.  To submit and register a Prospect, the Referring Party shall submit a Referral Form via Instant X2 Lead Generator to register a Prospect.  If a Referring Party fails to register a Prospect as set forth herein then JDH Group, Inc. shall have no obligation to remit the Referral Fee to the Referring Party for any subsequent sale.

2.2            Verification.  JDH Group, Inc. will review each sales lead received from the Referring Partner and confirm in writing to the Referring Party within five (5) business days whether such entity qualifies as a Prospect as defined in Section 1.  The Referring Party acknowledges JDH Group, Inc. is not required to pursue each Prospect and the Referring Party agrees that JDH Group, Inc. will, at its discretion, pursue only such Prospects that it chooses.

3.            Program Representative

Each party shall name a Referral Program Representative who shall be responsible for the submittal and/or review of Prospect Leads.  A party may change its Referral Program Representative upon written notice to the other party.

4.            Payment.

Payment.  In consideration of the Referral Activity, in the event a Prospect elects to license X2, JDH Group, Inc. shall pay to the Referring Party a Referral Fee equal to twelve percent (15 %) of the Net Subscription Fee (as hereinafter defined) paid by a prospect to JDH Group, Inc. provided: (a) such transaction is concluded by JDH Group, Inc. within six (6) months of the date JDH Group, Inc. notifies the Referring Party of its acceptance of the Referral; (b) the Referral Fee shall not exceed $15,000 for each Prospect.  For purposes of this Section 4, “Net Subscription Fee shall mean the first year’s annual license fees paid by a Prospect for the JDH Group, Inc. X2 Sales System® excluding all consulting services fees, training fees or discounts.  JDH Group, Inc. shall not be obligated to pay the Referring Party a Referral Fee for any follow-on orders, transactions or business from a Prospect.  Any Referral Fee owed to a Referring Party shall be paid to the Referring Party thirty (30) days after JDH Group, Inc. (a) receives the Net Subscription Fees, (b) Referred client has completed the X2 training process and (c) Referred client has not exercised the Pilot Program guarantee and refund.  If the Subscription Fee is not paid in total in advance, JDH Group, Inc. shall pay any Referral Fee owed of the Referring Party as the Net Subscription Fee is received by JDH Group, Inc. over the course of an annual period.   If the Prospect’s subscription agreement with JDH Group, Inc. contains terms which make the payment contingent, JDH Group, Inc. shall pay the Referral Fee as the contingency has expires.

5.              Limitation of Liability.  JDH Group, Inc. liability for damages arising out of or relating to this Agreement shall be limited to the amounts actually paid to the Referring Party hereunder.  In no event shall either party be liable for any indirect, consequential, statutory, incidental or lost profit damages, even if it has been advised of the possibility of such damages.

6.            Confidentiality.  By virtue of this Agreement, the parties will have access to all or a portion of information, received by one party (the “Recipient”) from the other party (the “Disclosing Party”) which is identified in writing as being proprietary or confidential (collectively, the "Confidential Information").  Confidential Information shall not include any information which (i) is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the Recipient, (ii) is in the Recipient's possession at the time of disclosure, (iii) becomes known to the Recipient through disclosure by sources, other than the Disclosing Party, having the legal right to disclose such Confidential Information, or (iv) is required to be disclosed by the Recipient to comply with applicable laws or governmental regulations, provided that the Recipient provides prior written notice of such disclosure to the other party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

6.1  Access to Confidential Information.  Each party acknowledges that the other party’s Confidential Information constitutes a valuable asset.  The recipient shall hold the other party’s Confidential Information strictly confidential and shall utilize it only in accordance with the terms of this Agreement.  Except as expressly permitted by this Agreement, the Recipient shall limit the use of, and access to, the Confidential Information of the other party to its employees or agents whose use of or access to the Confidential Information is necessary for the Recipient’s business.  Recipient has entered or will enter into appropriate written agreements with its employees, agents and consultants to prevent the unauthorized use, disclosure or copying of the Disclosing Party’s Confidential Information and shall take all reasonable precautions to protect and maintain the confidentiality of the Disclosing Party’s Confidential Information, including at a minimum, those precautions Recipient employs to protect its own confidential information.  The Recipient shall, by all appropriate means, prevent unauthorized disclosure, publication, display or use of any Confidential Information of the Disclosing Party. 

6.3  Reproduction of Confidential Information. The Receiving Party shall not copy any Confidential Information without the prior written permission of the Disclosing Party.  The Receiving Party shall not remove any trademark, copyright, proprietary rights or confidentiality notice included in or affixed to any Confidential Information, and shall reproduce all such notices on any permitted copies of Confidential Information which the Receiving Party shall make.

6.4  Equitable Relief.  Each party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section 6 and that such breach would cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement. This Section 6 constitutes the entire understanding of the parties and supersedes all prior or contemporaneous agreements, representations or negotiations, whether oral or written, with respect to Confidential Information.

7.  Relationship of the Parties.

It is understood and agreed by the parties that the execution of this Agreement and the use of the term “Referring Party” or any similar terms used to describe the relationship between the parties does not describe or create, either expressly or by implication, any legal partnership, agency, distributorship, franchise, joint venture or any other similar legal relationship or any responsibility by one party for the actions of another.  The parties undertake their respective obligations under this Agreement as independent contractors. 

8.  Term and Termination.

8.1  Term.  This Agreement shall commence on the Effective Date and shall continue in effect for one (1) year, unless sooner terminated in accordance with the provisions of this Article 8.

8.2  Termination.  Either party may terminate this Agreement at any time without cause upon not less than thirty (30) days notice to the other party.  Termination shall not relieve JDH Group, Inc. of the obligation to remit payment of any Referral Fee acknowledged by JDH Group, Inc. as owed to the Referring Party.  In addition, either party may terminate this Agreement at any time upon notice to the other party in the event that: (a) the other party breaches any of its obligations under this Agreement and fails to remedy such breach within ten (10) days following notice from the other party, or (b) the other party ceases to do business (in whole or in part), becomes or is declared insolvent or bankrupt, or is the subject of any proceedings relating to its insolvency or liquidation. 

9.  Miscellaneous.  If any provision herein shall be held to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby.  The Referring Party shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of JDH Group, Inc.. This Agreement shall be construed in accordance with the laws of the state of Ohio (without regard to its conflict of laws provisions) and the state and Federal courts of the State of Ohio shall have exclusive jurisdiction over all disputes arising from this Agreement and the parties hereby consent to the jurisdiction of such courts, This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement or understanding relating to the subject matter of this Agreement.  The express terms of this Agreement control and supersede any course of performance or course of dealing between the parties.  This Agreement may be amended only by a writing signed by both parties.  All notices, consents and communications between the parties shall be in writing and shall be sent to the addresses set forth in the introductory paragraph (or to such other addresses as may be provided by other party in writing (i) certified mail, return receipt requested, (ii) electronic facsimile transmission and shall be deemed given when sent.