This referral agreement ("Agreement"), is entered into by and between the signee, a company/individual ("Agent") and Millennium Services LLC, DBA Smpl, having offices at 651 N Broad St, Suite #206, Middletown, DE, 19709, ("ISO").

WHEREASAgent has relationships with potential customers and special expertise related to the marketing and sale of products and services useful in the payment processing industry; and

WHEREAS ISO provides credit card, debit card, gift card, loyalty card, and other payment processing services, ACH and POS equipment, software and related goods and services (collectively, “Merchant Services”); and

WHEREAS ISO desires to expand its market share by engaging Agent, under the terms of this Agreement, to promote the sale of the ISO Services and to provide on-going marketing and sales support. The parties therefore agree as follows:

1. Promotion.Subject to the terms and conditions of this Agreement, ISO hereby appoints Agent as its non-exclusive independent referral agent to promote the sale of the ISO Services to businesses that may desire to purchase such services (“Merchant Services”). Agent hereby accepts such appointment and agrees to devote its best efforts to the marketing and promotion of such ISO Services.

2. Marketing. Agent will not distribute or publish any marketing or other promotional materials or press releases utilize any name, trademark, trade name, logo or other intellectual property rights of ISO or any of its sponsoring institutions or Visa or MasterCard without prior express written consent of ISO. Agent shall comply with all applicable laws and all rules of Visa, MasterCard and the sponsoring bank of ISO and ISO itself such as they may be from time to time.

3. Referral Fees. In consideration of the referrals provided herein, ISO shall pay Agent 50% of the residual profit ISO earns from processor in respect of Customers referred to ISO hereunder who procure Merchant Services as a consequence of such referral. In the event that Agent disputes any Residuals payment received hereunder, Agent agrees to notify ISO within sixty (60) days of the date of payment after which time Agent waives any claim against ISO regarding the payment.

4. Duration of Referral Fees. For greater certainty, the referral fees referenced above shall be paid so long as: (a) the Term has not expired; (b) Agent is not in default hereunder or under any other agreement with ISO or any of its affiliates; (c) no regulatory agency, such as Visa or MasterCard and no bank or other 2 entity has authority over ISO or Agent has intervened in any way to prevent the payment of such fees; (d) ISO is continuing to receive its residual compensation in respect of Customers referred to it hereunder; and (e) Customers are not in default of their obligations under their agreements with suppliers of the Services.

5. Non-Solicitation. Agent agrees that, during the Term hereof, so long as Agent is receiving fees hereunder and for a period of two (2) years thereafter neither it nor any of its affiliates will directly or indirectly itself or permit or assist any third party to as an employee, employer, consultant, agent, principal, partner, stockholder, cor0 ]porate officer, director, or in any other individual or representative capacity to call on, solicit, take away, or attempt to call on, solicit, or take away any of the merchants, customers, merchants or Referral Agents of ISO whether referred by the Agent or not. During such time, Agent shall also not (a) entice, induce or in any manner influence any person or entity who is, or shall be in the direct or indirect service of ISO to leave the same for the purpose of engaging in a business or being employed by or associated with any other business; or (b) engage or participate in any business that is in competition in any manner whatsoever with the business and/or contractual relationships of ISO.

6. Term. The term of this Agreement shall begin as of the execution hereof and shall continue for a period of one (1) year after which it shall renew for successive one year terms automatically, unless terminated in accordance with the terms hereof. Either party hereto shall have the right to terminate this Agreement at the end of the then current Term, upon sixty (60) days prior written notice to the other party. ISO may terminate this Agreement at any time on thirty (30) days written notice to Agent, provided, however, that if such termination is without default by Agent, then ISO shall continue to pay the referral fees contemplated herein despite such termination, subject to the other provisions hereof that survive termination.

7. Default. Either party shall have the right to terminate this Agreement at any time if the other party breaches any material provisions of this Agreement and fails to cure such breach within thirty (30) days of its receipt of written notice thereof from the non-breaching party. Event of Default. Each of the following occurrences will constitute an Event of Default Under this Agreement: (a) Goodwill. Agent engages in any act or omission that may damage the reputation, business, or goodwill of ISO in which case ISO may terminate this Agreement on notice to Agent. (b) False Representation. Any representation or warranty made by Agent or any of its employees, officers, or directors proves to have been false or misleading in any material respect as of the date made, or becomes false or misleading at any time, then the ISO may terminate this Agreement with notice to Agent. (c) Regulatory Breach. Where Agent is in breach of the Rules or where Bank determines that Agent is in breach of the Rules or other applicable laws, then ISO may terminate this Agreement immediately for cause and without opportunity for Agent to cure such breach. (d) Breach. Either party fails to observe any material obligation specified in this Agreement, and such failure is not cured within 30 days of receipt of written notice thereof from the non-breaching party. (e) Non-Solicitation or Confidentiality Breach. Either Party breaches any Confidentiality Obligations or any Non-Solicitation Obligations.

8. Relationship of Parties.Agent and ISO agree that in performing their responsibilities pursuant to this Agreement they are in the position of independent contractors. Nothing in this Agreement or the parties’ relationship shall be construed to give either party the power to direct and control the day-to-day activities of the other. The general conduct of work performed by Agent and its representatives under this Agreement shall be under Agent’s sole control. Agent further understands and agrees that Agent shall be fully responsible for all tax obligations related to amounts received hereunder. This Agreement is not intended to create, nor does it create and shall not be construed to create, a relationship of partnership or joint venture or agency or any association for profit between Agent and ISO. Agent is not authorized hereunder to hold itself out as an agent of ISO or any of its sponsoring institutions or suppliers or to inform or represent to any person that Agent has authority to bind or obligate ISO or to otherwise act on behalf of ISO. Agent shall not make any representation or warranty, or create any liability or potential liability on behalf of ISO. All expenses and disbursements, including those for travel and maintenance, entertainment, training, office, employees, source deductions, taxes, employee taxes or remittances, clerical and general selling expenses that may be incurred by Agent in connection with this Agreement shall be borne wholly and completely by Agent, and ISO shall not be in any way responsible or liable therefore. Except as otherwise provided, each party shall bear its own administrative costs and overhead expenses arising out of its performance of this Agreement.

9. Assignment. Neither party shall assign, delegate, subcontract, license, franchise, or in any manner attempt to extend to any third party any right or obligation under this Agreement, except as otherwise permitted herein, without the prior written consent of the other party, such consent not to be unreasonably withheld; provided, however, that ISO may assign this Agreement and its rights hereunder to an Affiliate or to a purchaser of all or substantially all of its assets or equity, or in the event of a merger, consolidation, reorganization or change in control. Notwithstanding any other provisions in this Agreement, Agent may assign or sell any part or all of its rights to its compensation under this Agreement to a third party; provided however, ISO shall first have the right to purchase such compensation rights from Agent. In the event Agent seeks to sell any part or all of its right to compensation to a third party, it shall provide ISO with written notice of the material terms of the third party offer, and ISO shall have thirty (30) days within which to notify Agent as to whether it will match said third party offer. If ISO elects to match the third party offer, Agent shall sell its rights to compensation to ISO. In the event ISO does not elect to exercise this right of first refusal, Agent may sell Agent's compensation to the third party offeror on the same terms and conditions as set forth in the written notice to ISO. Notwithstanding any other provisions in this Agreement, Agent, if an individual, upon the occurrence of his/her death may pass on his/her rights to residuals under this Agreement by will, trust or any other method to anyone she/he chooses in his/her sole and absolute discretion.

10. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and given by personal delivery, telecopy (confirmed by a mailed copy), or certified, return receipt first class mail, postage prepaid, sent to the address for each party set forth above.

11. Entire Agreement; Binding Effect. This Agreement, including all schedules, exhibits and attachments thereto, sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto.

12. Confidential Information. Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of the Agreement.

13. “Confidential Information” means all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers. Confidential Information shall include customer lists, cardholder account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (i) already known to the receiving party free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) or becomes publicly available through no wrongful act of the receiving party; (iv) independently developed by the receiving party without reference to any Confidential Information of the other; or (v) required to be disclosed by law. Information relating to Merchant Services accounts of Customers shall be the property of ISO.

14. Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party, its employees, agents, from and against any loss, liability, damage, penalty or expense (including reasonable attorneys’ fees and cost of defense) they may suffer or incur as a result of (i) any failure by such party or any employee or agent of such party to comply with the terms of this Agreement; (ii) any warranty or representation made by such party to the other party being false or misleading; or (iii) any representation, warranty or undertaking made by such party or any employee or agent of such party to any third person other than as specifically authorized by this Agreement. Each party shall promptly notify the other of any claim or threat of claim of which such party becomes aware and that may give rise to a demand for indemnification under this section.


16. Attorney Fees. As a consequence of any action, suit or proceeding brought under this Agreement, the prevailing party shall be entitled to its costs, expenses, and if law permits, its reasonable attorney’s fees. In the event that ISO retains an attorney to enforce compliance with the terms hereof or to collect any amounts owing from Agent hereunder, ISO may deduct the fees for such attorney from amounts payable to Agent hereunder.

17. Governing Law. This Agreement shall be governed by the laws of the State in which the ISO is located whose courts, in the county of the ISO, shall have sole and exclusive jurisdiction over disputes arising hereunder.

18. Buyout.ISO does not offer the option of Agent selling their portfolio. In the event that the ISO is sold or sells their book of business resulting in a buyout, Agent will receive the same multiple of the buyout less 20% discount with the same distribution terms that the ISO receives.

IN WITNESS WHEREOF, this Agreement is executed duly by the Agent, and will be considered complete when returned by ISO.

Millinninum Services LLC, DBA Smpl

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