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Master Referral Agreement

(Australia and Malaysia)
   

NOTICE:   BY CLICKING "OK" ABOVE, YOU ARE MAKING AN APPLICATION AND OFFER TO EZETEK TO BECOME A REFERRL AGENT which is subject to acceptance by eZeHire. IF ACCEPTED, as an agent EZTEK WILL PROVIDE A NOTICE TO YOU BY RETURN EMAIL. Your agreement will have been accepted and will be in effect when you receive this return email.

YOU MAY PRINT A COPY OF THIS MASTER REFERRAL AGREEMENT AND EZEHIRE PRIVACY POLICY BY USING YOUR “PRINT” FUNCTION.

EzeTek Pacific Pty Ltd. (“EzeTek”) provides Online IT services and products. The Referral Agent wishes to refer to EZeTek prospects for such services and products in accordance with this Master Referral Agreement and Appendix A hereto (collectively, the “Agreement”). EZeTek may modify Appendix A, from time to time in its sole discretion, by providing prior written notice to Company of such modifications. The changes which may be made by EZeTek include, but are not limited to, the addition or discontinuance of software products or services, and the adjustment of referral fees. Any such modification to referral fees shall be effective for referrals made following Company’s receipt of such notice. With respect to referrals which have been accepted by EZeTek, such modifications shall apply to those referrals if they have not resulted in a signed contract with a prospect within sixty (60) days following the referral by Company. EZeTek may modify its Privacy Policy, from time to time in its sole discretion, by posting a new Privacy Policy at its website. Certain obligations of EZeTek hereunder may be performed by EzeTek’s affiliate eZeHire Australia Ltd.

TERMS AND CONDITIONS



1. Definitions.

1.1 “Products” means the EZeTek Online Services and products listed in Appendix A hereto.



1.2 “Prospects” means those third parties (located in either the Australia or Malaysia) who have been referred to EZeTek by the Referral Agent and who are subsequently certified, in writing, by EZeTek as being an eligible prospective customer for whom EZeTek may pay a referral fee in accordance with the terms and conditions of this Agreement. Such prospective customer shall remain a “Prospect” hereunder for a period of six (6) months following such referral and acceptance by EZeTek, provided this Agreement remains in effect.



1.3 "Services" means those services generally marketed by EZeTek which are set forth in Appendix A hereto.



2. Referral.

During the term of this Agreement, The Referral Agent may, from time to time, refer to EZeTek prospective customers for the Products and Services. Before a prospective customer shall be deemed a Prospect and before The Referral Agent may become eligible to receive a referral fee for such referral, The Referral Agent will complete and submit a registration form for each prospective customer through EZeTek’s applicable web form on its web site. EZeTek will make commercially reasonable efforts to accept or deny such registration form within seven (7) business days after its receipt. EZeTek may deny such registration form in its reasonable discretion, based upon its, or another remarketer’s, reseller’s or referral partner’s, prior or then-current marketing activity and contacts with any such prospective customer and to so notify the Referral Agent. If Referral Agent does not receive such notification from EZeTek that a prospective customer is accepted, should assume that the registration has been denied. A Prospect will be limited to the particular division or buying unit and location registered by The Referral Agent. If requested by EZeTek (either verbally or in writing), The Referral Agent will provide the assigned EZeTek account manager with a personal introduction to the Prospect’s contact person. Upon written request by The Referral Agent, EZeTek will make available to The Referral Agent reasonable quantities of any generally available marketing and sales literature and brochures for the Products and Services.



3. Referral Fees.

For those Prospects referred by The Referral Agent who enter into appropriate orders or written agreements with EZeTek for Products or Services during the term of this Agreement, Subject to the limitation provided below, EZeTek shall pay to The Referral Agent the applicable referral fee as set forth in Appendix A. Such referral fees will be paid within sixty (60) days after Ezetek’s collection of the applicable fee from the Prospect, provided such fees are collected by EZeTek during the term of this Agreement or within sixty (60) days thereafter. EZeTek will negotiate with Prospects in good faith but makes no warranties or representations that a definitive written agreement will be executed by EZeTek and a Prospect. Notwithstanding the foregoing, referral fees shall only be paid with respect to the Products and/or Services referred to EZeTek for such Prospect on the initial registration form submitted by The Referral Agent and accepted by EZeTek, and The Referral Agent agrees that it shall not be entitled to any additional referral fees with respect to any subsequent referral, with respect to that particular Prospect, or any additional purchases made by that particular Prospect of the Products or Services (e.g., ongoing maintenance, additional licenses) which were the subject of the referral as indicated on the initial registration form.



4. Term and Termination.

This Agreement will be effective on the Effective Date specified above and will remain in effect until terminated by a party. Either party may terminate this Agreement, without cause, on fifteen (15) days prior notice. Notwithstanding the foregoing, either party may terminate this Agreement immediately upon notice in the event the other party breaches any material term or condition contained in this Agreement. Sections 5, 6, 7 and 8 survive termination or expiration of this Agreement.



5. Confidentiality.

The Referral Agent acknowledges that it may receive trade secrets and confidential information relating to EZeTek in its performance hereunder including, without limitation, software products, documentation, marketing plans, marketing strategies and identities of customers and prospective customers (the “Confidential Information”). The Referral Agent agrees to hold the Confidential Information in confidence and return any tangible Confidential Information to EZeTek upon any termination of this Agreement or at any time upon Ezetek’s request. The Referral Agent may disclose its relationship with EZeTek to any third parties it deems appropriate, but it will in no case disclose the specific terms stated in this Agreement.



6. Representations by The Referral Agent.

The Referral Agent represents that, as of the Effective Date and throughout the term of this Agreement, it is either (1) in the business of offering and providing electronic commerce software products and/or services and that it has an established sales force that possesses the technical expertise to make referrals of Prospects hereunder or

(2) an individual, an association, a trade group, non-profit organisation, customer or associate that has endorsed EZeTek Products or Services and has recommended such Products or Services to its clients, customers or members. The Referral Agent agrees to make no representations or warranties regarding the Product or Services except those contained in Ezetek’s published materials. The Referral Agent shall use Ezetek’s trade name, trademarks and service marks solely in connection with its registration of Prospects hereunder, and in strict conformance with Ezetek’s instructions and guidelines. The Referral Agent agrees to comply with all applicable local laws and requirements for participating in this Referral Agent Program including, without limitation, any privacy or data protection requirements such as obtaining the Prospect's consent (in a manner approved by local law) to forward the Prospect's personal data to EZeTek for the purpose of EZeTek (or a EZeTek reseller) soliciting and marketing to the Prospect.



7. Limitation of Liability.

EZETEK and its affiliated companies SHALL HAVE NO LIABILITY WHATSOEVER, UNDER ANY CIRCUMSTANCES, FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES OR FOR LOST PROFITS, OR FOR CLAIMS AGAINST THE REFERRAL AGENT BY THIRD PARTIES, WHETHER BASED ON TORT OR BREACH OF CONTRACT CLAIMS OR ON ANY OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF EZETEK AND ITS AFFILIATED COMPANIES SHALL BE LIMITED IN ALL EVENTS TO THE AMOUNTS PAYABLE BY EZETEK TO THE REFERRAL AGENT WITH RESPECT TO THE SPECIFIC PRODUCT(S) OR SERVICE(S) UPON WHICH THE CLAIM OF LIABILITY IS MADE, AND IN NO EVENT SHALL THE AGGREGATE EXCEED THE SUM OF TEN THOUSAND DOLLARS ($10,000.00). THE PARTIES ACKNOWLEDGE THAT THEY HAVE BARGAINED FOR AND AGREE TO THE FOREGOING LIMITATIONS OF LIABILITY AND THAT THEY ARE AN INTEGRAL PART OF THE CONSIDERATION FOR THIS AGREEMENT.



8. Miscellaneous.

8.1 The relationship between The Referral Agent and EZeTek established by this Agreement is that of referral Agent only. The Referral Agent and EZeTek will each conduct its respective business at its own initiative, responsibility and neither party will have any authority to incur any expense or obligations on behalf of the other.



8.2 All notices required or permitted under this Agreement will be made in writing and will be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, to the other party at its notice address set forth herein or such other notice address as specified in writing by a party. In addition, EZeTek may provide notice to The Referral Agent (including, without limitation, notice to terminate the Agreement) via email or by facsimile. The Referral Agent’s notice address, email, and facsimile are set forth below. EZeTek’s notice address is PO Box 902 Beenleigh Qld 4207.



8.3 This Agreement will be governed by, construed, and interpreted in accordance with the laws of the State of Queensland.



8.4 The section headings throughout this Agreement are for reference purposes only, and the words contained therein will in no way be held to explain or aid in the interpretation, construction, or meaning of the provisions of this Agreement.



8.5 Neither party will have any liability for damages or non-performance under this Agreement due to any causes beyond that party's reasonable control.



8.6 The Referral Agent may assign this Agreement with the prior consent of EzeTek which shall not be unreasonably withheld.



8.7 No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the party making such waiver. If any provision in this Agreement is found by a competent judicial body to be unenforceable, such provision will be deemed severed from this Agreement, while the balance of this Agreement will remain in full force and effect.



8.8 This Agreement, including Appendix A and the EZeTek Privacy Policy, contains the entire agreement between the parties and supersedes all previous agreements and proposals, oral or written, and all negotiations, conversations, or discussions between the parties related to the subject matter of this Agreement.



8.9 The parties have required that this Agreement and all documents relating thereto be drawn up in the English language.


Appendix A to Master Referral Agreement
April 10, 2008

Ezetek Pacific Pty Ltd - IT Managed services - Australia and the Pacific            
Ph 1300 735165 or Email