Referral Agreement

WHEREAS, Bidawiz operates a referral community via the Site (as defined below) that connects users of the Site with accounting and finance professionals; and

WHEREAS, Professional wishes to advertise its services on the Site and pay Bidawiz a referral fee on all business generated by Professional through its advertisement on the Site, all subject to and in accordance with terms and conditions of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bidawiz and Professional (each a "Party" and collectively, the "Parties") agree as follows:

  1. THE SITE.
    1. Description of the Bidawiz Web Site. Bidawiz operates a website located at (the "Site"). Users of the Site (the "Users") submit accounting and/or finance related questions and jobs on the Site. In accordance with the terms of this Agreement, Professional shall have the opportunity respond directly to a User's question and well as respond to a full service engagement by responding with Professional credentials and a proposed fee for completing the work. If the User accepts the Professional's offer, the Professional agrees to provide the work requested by the User. The provision of such work shall be referred to herein as the "Services." The Site also contains a database of sample accounting and finance questions and answers, which can be accessed by Users free of charge (the “Knowledgebase”). Professional acknowledges and agrees that Bidawiz may modify the features and services available through the Site at any time without notice to Professional. This Agreement incorporates all terms, conditions, rules, policies and guidelines on the Site, including the BIDaWIZ User Terms and Conditions.
    2. Verification of Ability to Provide Services. Professional shall not be permitted to provide the Services until receiving email notification from Bidawiz notifying Professional that he/she is authorized to provide the Services. On or before the Effective Date, Professional shall provide Bidawiz with the following information in the format requested by Bidawiz: first and last name, mailing address, email address, telephone number, fax number, professional credentials, work experience, education, date of birth, and any other information reasonably requested by Bidawiz (collectively, the "Professional Information"). Bidawiz may share all Professional Information with its third party service providers for the purpose of verifying the Professional Information and Professional's ability to perform the Services. Professional agrees to execute all documents requested by Bidawiz or such third party service provider in connection with such purpose. The determination of whether Professional is authorized to perform the Services shall be made in Bidawiz's sole discretion. Professional shall promptly notify Bidawiz of any and all changes to the Professional Information. Bidawiz may change such determination at any time based upon any change in the Professional Information or for any other reason determined at Bidawiz’s sole discretion.
    3. Restrictions on Professional. Professional shall not (i) communicate with Users via any means other than the Site; (ii) communicate with Users regarding the referral fee paid to Bidawiz by Professional; (iii) communicate with other Professionals providing services via the Site or otherwise regarding the referral fee paid to Bidawiz by Professional or such other Professionals; (iv) provide any services or answers to Users that would cause Professional or Bidawiz to be in violation of any Law (as defined below); or (v) offer to or actually provide Services to any User who is located in a state in which Professional is not licensed to provide professional accounting and/or financial services.

    4. Additional Services.
      From time to time, Bidawiz may request that Professional provide services for Bidawiz, including, but not limited to, writing an article to be posted on the Site or participating in a video to be aired on the Site. In the event that Bidawiz requests any such services, Professional agrees to negotiate in good faith a separate agreement with Bidawiz covering such services. If the Professional opts to provide additional services on the Site, it may do so for a variety of purposes, including marketing its Services to Users. Notwithstanding anything else in this paragraph, Bidawiz shall be under no obligation to negotiate a separate agreement with Professional for the provision of additional services, and may undertake such negotiations solely at its own discretion.
    1. Referral Fee. In consideration for the right to advertise its services on the Site, Professional agrees to pay Bidawiz a referral fee of [twenty five percent (25%) of the total fees that Professional charges each User for whom Professional provides Services] (the "Referral Fee"). The Parties agree that Bidawiz shall collect all fees from Users via the site and shall pass all such fees to Professional, minus all Referral Fees, in accordance with Section 2.2 below. Bidawiz may, in its sole discretion, provide Professional with a bonus based on feedback from Users regarding Professional's services. The amount of such performance bonus shall be determined in Bidawiz's sole discretion.
    2. Payment. On the 1st and 15th of each month during the term of this Agreement, Bidawiz shall deposit all fees collected from Users via the Site, minus all Referral Fees, into Professional's Paypal account. It is Professional's sole responsibility to open and manage such Paypal account, and to provide Bidawiz with the information necessary for Bidawiz to make deposits to such account.
    1. Term. The term of this Agreement will begin on the Effective Date and continue in force for an initial period of one year, unless and until terminated in accordance with this Article 3. Upon expiration of the initial term, this Agreement shall automatically renew for consecutive one (1) year terms, unless either party notifies the other party of its intent not to renew this Agreement at least thirty (30) days prior to the expiration of the then-current term.
    2. Termination of Agreement. Bidawiz may terminate this Agreement at any time, for any or no reason, immediately upon notice to Professional. This Agreement is terminable immediately upon notice by a Party if the other Party commits a material breach of this Agreement and fails to cure such breach within fifteen (15) days from notice of such breach by the other Party.
    3. Return of Confidential Information. Upon termination or expiration of this Agreement for any reason, and at the Disclosing Party's (as defined below) request at any other times during the term hereof, the Receiving Party (as defined below) shall return to the Disclosing Party, or provide the Disclosing Party with written certification of the destruction of, all Confidential Information (as defined below), including all copies thereof, within the Receiving Party's possession or control.
    4. Survival. The provisions of Article 4 ("Confidentiality"), Article 6 ("Indemnification"), Article 8 ("Miscellaneous Provisions") and this Section 3.4 shall survive any termination or expiration of this Agreement.
    1. Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" means any confidential or other proprietary information that is disclosed by or on behalf of either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally or in writing, whether disclosed before or after the Effective Date, and whether or not marked or otherwise designated as confidential, including, without limitation, the terms and conditions of this Agreement, information relating to the Disclosing Party's customers, potential customers, suppliers, financial and business information, technological information, specifications, business and product plans, the terms and conditions of this Agreement, and any other non-public information disclosed. For the avoidance of doubt, Bidawiz's Confidential Information includes (i) all information relating to, and all content available through, the Site, and (ii) all information relating to the Users. Notwithstanding the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the Receiving Party; (ii) is publicly disclosed by the Receiving Party with the prior, written approval of the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or access to Confidential Information; or (iv) is intentionally disclosed by the Disclosing Party to a third party without restriction on disclosure.
    2. Restriction on Use and Disclosure. The Receiving Party agrees: (i) to observe complete confidentiality with respect to, and not to disclose, or permit any third party or entity access to, the Confidential Information (or any portion thereof) without prior written permission of the Disclosing Party; (ii) not to utilize, except as expressly permitted under this Agreement, Confidential Information (or any portion thereof); (iii) to ensure that its employees shall only be given access to Confidential Information to the extent necessary for such employees to perform their duties under this Agreement; and (iv) to ensure that any of its employees who receive access to Confidential Information are advised of the confidential and proprietary nature thereof and are prohibited from copying, utilizing or disclosing Confidential Information, except as required to perform any obligations under this Agreement. The Receiving Party shall remain at all times responsible for any breach of this Agreement by any of its employees. The Disclosing Party retains all right, title and interest in and to its Confidential Information, and the Receiving Party does not obtain any rights to such Confidential Information except for the limited right to use such information as expressly permitted herein. Without limiting the foregoing, the Receiving Party agrees to employ, with regard to the Confidential Information, procedures that are no less restrictive than the procedures used by it to protect its own confidential and proprietary information of similar sensitivity (and that in no event are less restrictive than reasonable procedures). If the Receiving Party is requested to disclose any of the Confidential Information pursuant to any judicial or governmental order, the Receiving Party will not disclose the Confidential Information without first giving the Disclosing Party written notice of the request and sufficient opportunity to contest the order. The Parties agree that nothing in this Article 4 shall restrict Bidawiz from sharing the Professional Information with its third party service providers, as set forth in Section 1.2 above.
    1. Mutual Representation and Warranty. Each Party represents and warrants to the other Party that this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement.
    2. Representations and Warranties by Professional. Professional hereby represents and warrants to Bidawiz that:

      (a) Professional is qualified to perform the Services and shall perform the Services in a competent, professional, workman-like manner;

      (b) all Professional Information is accurate and complete;

      (c) neither the Services nor Professional's provision of the Services will conflict with or violate any applicable federal, state or local law, rule, regulations, ordinance, binding order of any court, agency or other governmental authority, or the rules or regulations required of professional's profession (collectively, "Laws");

      (d) Professional shall protect all information relating to Users in accordance with all Laws;

      (e) Professional is located in the United States and holds valid licenses, registrations, certifications and/or other requirements necessary to perform the Services in accordance with all Laws; and

      (f) Professional shall at all times comply with the terms and conditions of Bidawiz's Professional Manual as defined in the hardcopy referral agreement.

    1. Professional will indemnify, defend and hold harmless Bidawiz and its affiliates and each of their respective officers, directors, members, managers, employees, independent contractors and agents (each, an "Indemnitee") from and against any claim, suit or proceeding brought by a third party (including, without limitation, any User) against an Indemnitee to the extent that it is based on or arises from: (i) the Services, (ii) breach by Professional of any of the representations and warranties or other obligations set forth herein, or (iii) the negligent or willful misconduct of Professional. Professional shall pay all costs incurred by (including reasonable attorneys' fees and disbursements) and damages awarded against the Indemnitee. Bidawiz shall promptly notify Professional in writing of any claim, suit or proceeding for which Professional may have obligations under this Article 6; provided, however, that any failure of Bidawiz to provide prompt written notice pursuant to this Article 6 shall excuse Professional only to the extent that it is materially prejudiced thereby. Bidawiz shall reasonably cooperate with Professional with regard to the defense of any claim, proceeding, suit or threatened suit. Professional shall have full control of any such claim, proceeding or suit and the authority to settle or otherwise dispose of any suit or threatened suit. In no event, however, may Professional agree to any settlement of any claim, suit or proceeding for which it has agreed to provide indemnification under this Agreement if such settlement would impose any liability or obligation upon Bidawiz, without Bidawiz's prior, written consent.
    1. Publicity. Neither Party shall use the name or marks of the other Party for any advertising or other purpose, except as expressly set forth herein, without the prior written consent of such other Party.
    2. Relationship Of The Parties. Each Party is an independent contractor of the other Party. Nothing in this Agreement will constitute a partnership between or joint venture by the Parties, or constitute either Party the agent of the other. Other than the collection of fees pursuant to Section 2.1 above, Bidawiz does not have any involvement in interactions between Professional and any User. Bidawiz has the right, but not the obligation to, edit, modify, filter, screen or otherwise monitor the content of the questions, answers, jobs, profiles qualifications or comments between Professional and any User. Bidawiz cannot ensure that Professional or a User will actually complete a transaction. The Parties agree that no professional-client relationship is created between Bidawiz and any User by formation of this Agreement or provision of the Services by Professional via the Site.
    3. Governing Law. This Agreement, and any and all disputes arising out of or relating to this Agreement, will be governed by and construed under the laws of New York, without reference to its conflicts of law principles.
    4. Assignment and Subcontracting. Professional understands and acknowledges that its rights and duties under this Agreement are personal to Professional and that Bidawiz has entered into this Agreement with Professional in reliance upon, among other things, the particular skills and abilities of Professional. Therefore, Professional may not assign, subcontract or otherwise transfer (including by operation of law) any of its rights or obligations under this Agreement to any Person without the prior, written consent of Bidawiz. Any assignment, subcontracting or other transfer not in accordance with this Section will be null and void. This Agreement is binding upon and will inure to the benefit of each Party and their respective permitted successors or assigns.
    5. Notices. All notices and other communications hereunder will be in writing and will be deemed effective when delivered by hand or by facsimile transmission, or upon receipt when mailed by registered or certified mail (return receipt requested), postage prepaid, or by bonded overnight courier, to the Parties at the addresses listed above (or at such other address for a Party as shall be specified by written notice).
    6. Unenforceable Provisions. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect, and, if legally permitted, such offending provision shall be replaced with an enforceable provision that as nearly as possible gives effect to the Parties intent.
    7. Modification and Waiver. No modification of or amendment to this Agreement will be effective unless in writing signed by authorized representatives of both Parties. No waiver of any rights is to be charged against any Party unless such waiver is in writing signed by an authorized representative of the Party so charged.
    8. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof and merges all discussions, representations, covenants, promises, discussions, negotiations, and exchanges between them with respect thereto.
    9. Counterparts. This Agreement and any exhibit attached hereto may be executed in multiple counterparts (which may be exchanged by facsimile), each of which will be deemed an original and all of which together will constitute one instrument.

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