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Human Cloud Basic Partnership Agreement

1. Revenue Share

If client, revenue share will be paid to Human Cloud on gross revenue according to the below schedule.

Year 1: 10%
Year 2: 5%
Year 3: 3%
Year 4: Renegotiate

Revenue share only includes the associated budget within the end client, not the total end client revenue. Payment of the revenue share to Human Cloud will be made within 30 days of booking revenue.

If acquisition, finders fee will be paid to Human Cloud according to the percentage of purchase price below.

5% of the first $1,000,000 of the purchase price;
4% of the second $1,000,000 of the purchase price;
3% of the third $1,000,000 of the purchase price;
2% of the fourth $1,000,000 of the purchase price;
1% of any amount over $5,000,000 of the purchase price.

Payment of the Finder’s Fee will be made within 60 days of the closing of the acquisition.

2. Scope of Services

This agreement includes both partners' best effort to find, introduce, and broker relationships.

Both partners service may include, but are not limited to, sourcing through Human Cloud’s Market Map, Human Cloud’s media channel, and facilitating introductions.

3. Non-Disclosure Agreement (NDA)

Both parties acknowledge that, in the course of partnership, thet may have access to confidential and proprietary information of the partners and their potential Targets (“Confidential Information”).

Both parties agree:

To maintain the strict confidentiality of all Confidential Information;
Not to disclose Confidential Information to any third party without the prior written
consent of the Company;
To use Confidential Information solely for the purpose of performing services under this
Agreement;
To return or destroy all Confidential Information upon the Company’s request.

The obligations under this NDA will survive the termination of this Agreement.

4. Exclusivity

Both partners under this Agreement are non-exclusive.

5. Term and Termination

This Agreement will commence on the date first written above and will continue until terminated by either party upon 30 days’ written notice.

The provisions regarding the Finder’s Fee, NDA, and any other obligations that by their nature should survive, will remain in effect for 2 years.

6. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the United States, under the court of the state of Georgia.

7. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.