1. SCOPE OF REFERRAL PROGRAM EXHIBIT.  Pursuant to the terms and conditions of the Agreement, Company has enrolled in the Openprise Alliance Program.  This Referral Program Exhibit sets forth the terms and conditions pursuant to which Company and/or Openprise (each, a “Referring Party”) may refer to the other party (the “Referred Party”) Leads for purposes of acquiring Solutions (in each case, the “Referred Party Solutions”).

2. LEAD QUALIFICATIONS.  For each Lead, the Referring Party may provide demonstrations pursuant to Section 2.3 of the Agreement and shall promptly submit to the Referred Party the Referred Party’s then-current Lead qualification form, which may be made available electronically via the Referred Party’s website (each, a “Lead Submission Form”).  The Referred Party shall use commercially reasonable efforts to notify the Referring Party of acceptance (thereafter, a Qualified Lead) or rejection of each Lead within five (5) business days from the date the Lead Submission Form is received.  The Referred Party may reject a Lead for one or more of the following reasons:  (a) it has already submitted a proposal to such Lead, (b) it has had one or more face-to-face meetings or substantial phone conversations with such Lead during the six (6) months preceding the date of receipt of the applicable Lead Submission Form, (c) it has already received a referral for such Lead from a third party, or (d) such Lead is or has been a customer of its other products or services. The Referred Party reserves the right to qualify each Qualified Lead in its sole judgment.  A Qualified Lead shall remain valid for a period of six (6) months from the date of acceptance, after which it expires, and is no longer eligible to receive Referred Party Solutions under the terms of this Referral Program Exhibit.  Upon request, the Referring Party shall make a personal introduction of each Qualified Lead to the Referred Party.

3. TERMS OF SALE; SUPPORT.  The Referred Party shall determine the terms and conditions (including pricing) pursuant to which it shall offer the Referred Party Solutions to Qualified Leads, provided, however, that such Referred Party Solutions shall be provided pursuant to Referred Party’s then-current standard agreement for such (a copy of which will be delivered to the Referring Party upon request) together with any changes thereto as may be agreed to by Referred Party and such Qualified Leads (collectively, the “Purchase Agreement”).  Referred Party Solutions may be made available to Qualified Leads under this Referral Program Exhibit solely pursuant to a Purchase Agreement between Referred Party and such Qualified Leads.  Once a Qualified Lead has executed a Purchase Agreement, such Qualified Lead shall be deemed a Customer under this Referral Program Exhibit.  Referred Party shall provide all Referred Party Solutions support directly to Customers under the terms of the applicable Purchase Agreement.

4. REFERRAL FEES. Openprise will pay Referral Partner a referral fee equal to 10% of the first-year subscription fees (net of any royalty, license, or other 3rd party fees that Openprise is obligated to pay) collected by Openprise from leads registered by Referral Partner which are approved in writing by Openprise and unless earlier expired or lost as determined in the sole discretion of the Openprise account executive, closed by Openprise within 180 days of the date of approval (or for longer periods as may be authorized by Openprise.)

5. PAYMENT TERMS.  Referred Party will pay all applicable Referral Fees to Referring Party within thirty (30) days following the end of each calendar quarter based on all collections for that quarter.  Referred Party will provide Referring Party with a report each quarter of revenues and amount due on those revenues for each contracted Customer.  Referring Party will then invoice Referred Party for the total quarterly Referral Fees due. All Referral Fees shall be paid in US Dollars.  Subject to this Section 5, unless termination is the result of Referring Party’s material breach of the Agreement, following any termination of the Agreement or this Referral Program Exhibit, Referred Party shall pay Referring Party applicable Referral Fees, if and when they become payable, solely for Leads that have become Qualified Leads prior to the effective date of termination and which become Customers within six (6) months following the effective date of termination.  Except as provided in this Section 5, Referred Party shall have no obligation to pay Referral Fees to Referring Party after the effective date of termination.  

6. GENERAL.  The terms and conditions of the Agreement will apply to this Referral Program Exhibit except that in the event of any conflict between the express terms and conditions of this Referral Program Exhibit and the terms of the Agreement, the terms of this Referral Program Exhibit shall govern but only to the extent of such conflict.  All modifications to or waivers of any terms of this Referral Program Exhibit must be in writing referencing this Exhibit and signed by the parties.  This Referral Program Exhibit may be executed in counterparts.