Lead Referral Agreement

This Referral Agreement (“Agreement”) sets forth the terms and conditions pursuant to which an entity may refer to Kubotek USA, Inc. (“Kubotek Kosmos”) qualifying leads for the sale by Kubotek Kosmos and representatives of Kubotek software licenses. The individual who checks the “I Accept” box on the Opportunity Referral Form represents and warrants that he or she has the requisite authority to bind his or her company (“Referral Partner”) to this legally binding Referral Agreement, which is effective between the Referral Partner and Kubotek Kosmos as of the date of such acceptance (“Effective Date”). In the event Referral Partner and Kubotek Kosmos have executed or will execute a separate agreement for the sale or lease of Kubotek software licenses, such executed contract shall supersede this Referral Agreement.

1. General Description

Kubotek Kosmos agrees to pay Referral Partner a referral fee for submitting qualifying leads which result in the sale or lease of Kubotek software licenses to new customers in accordance with the terms set forth in this Agreement.

2. Lead Registration and Acceptance

2.1 Lead Registration. To create a qualifying lead eligible for a referral fee, Referral Partner must register leads with Kubotek Kosmos in conjunction with the current lead process in place. At the request of Kubotek Kosmos, Referral Partner shall supply any additional information reasonably requested by Kubotek Kosmos and/or assist Kubotek Kosmos in making contact with the proposed lead by arranging an introduction, meeting, conference call or other means of communication with the proposed lead. Prospect must purchase and pay for Kubotek software within six months of the lead registration and approval or such longer period that may be authorized in writing by Kubotek Kosmos at its sole discretion and on a case-by-case basis.

2.2 Lead Acceptance. Within a reasonable period of time following Referral Partner’s submission of a proposed lead, Kubotek Kosmos shall review the proposed lead and provide Referral Partner with a notification of its acceptance of the proposed lead as commissionable, or its rejection of the proposed lead. Kubotek Kosmos will be under no obligation to accept any proposed lead submitted by Referral Partner and may reject or decline to accept proposed leads for any commercially reasonable reason as determined by Kubotek Kosmos, including that:

(i) the proposed lead was an existing customer of Kubotek Kosmos or of any of its affiliates at the time of submission of the proposed lead;

(ii) Kubotek Kosmos or any of its affiliates was already involved in discussions relating to the sale of Kubotek software to the proposed lead at the time of submission of the proposed lead;

(iii) the proposed lead has previously been submitted to Kubotek Kosmos or any of its affiliates by Referral Partner or by any other third party;

3. Referral Fee

3.1 Fee. Kubotek Kosmos will pay Referral Partner a 10% referral fee for the net revenue from the sale or lease of licensed software, not including services, collected by Kubotek Kosmos from leads registered by Referral Partner which are approved in writing by Kubotek Kosmos and closed by Kubotek Kosmos within six months of date of approval (or for such longer period as may be authorized by Kubotek Kosmos pursuant to Section 2.1 above).

3.2 Eligibility. Kubotek software maintenance renewals, support, implementation, training or other professional services are not eligible for referral fees. Kubotek Kosmos will remit referral fees within 90 days after the qualifying lead’s payment is received. Referral Partner will be solely responsible for payment of all taxes and other costs levied against the referral fee or its operations. Kubotek Kosmos will manage Kubotek software sales, provision, billing and collection activities with end-user Customers.

4. Term and Termination; Post-termination Fees

This Agreement shall expire in the event Referral Partner has not registered a lead for six consecutive months. Either party may terminate this Referral Agreement with written notice to the other at any time. Unless the termination is for breach, it will not affect obligations of Kubotek Kosmos to pay referral fees for qualifying leads approved and current prior to the termination date.

5. Governing Law