InterAct LifeLine Referral Partner Agreement

InterAct Agrees to:

1. Authorize Partner to use InterAct marketing materials to promote the Services.
2. Pay Partner a referral commission ("Commission") as agreed upon and detailed in Schedule A.
3. Not circumvent Partner by soliciting or engaging in business with customers introduced by Partner under this agreement.

Partner Agrees to:

1. Promote and market the Services at the Partner's sole discretion.
2. Use and observe commercially reasonable standards of integrity, making no false representations about the Services.
3. Utilize InterAct LifeLine's online referral form to deliver referrals, including relevant customer information.

Commission:

1. InterAct shall pay Partner a percentage of revenue based on Schedule A.
2. Commission will be paid on the last business day of the month following receipt of payment from the customer.
3. InterAct will provide a detailed report with each Commission payment, including customer names, Services provided, and corresponding payments received.
4. InterAct may chargeback Partner Commission for any refunds provided to customers.

Covenants of the Partner:

1. Partner is an independent contractor, responsible for its business expenses.
2. Partner is responsible for tax liabilities resulting from income earned as an independent contractor.
3. Partner shall not represent or imply authority to enter contracts on behalf of InterAct.
4. Partner shall defend, indemnify, and hold harmless InterAct from actions of its sub-contractors, marketing agents, and employees.

Term and Termination:

1. The Agreement remains in force for one year, auto-renewing unless terminated with sixty (60) days' written notice.
2. In case of termination (not for cause), InterAct shall continue to pay Partner Commission.
3. Termination for cause by InterAct includes material breaches, fraudulent acts, or dishonesty by Partner.
4. Partner may terminate for cause if Commission is not paid within ten (10) days of the due date.
5. InterAct may terminate in the event of bankruptcy or inability to continue business operations.

Confidentiality:

Parties acknowledge and agree to maintain confidentiality of proprietary information. Confidential Information excludes publicly available information, known to the Receiving Party, or acquired from a third party without confidentiality obligations.

Assignment:

1. Either party may assign rights and obligations with written consent that will not be unreasonably withheld.
2. Assignment is allowed without notice in the event of a Change of Control.
3. In the sale or disposition of InterAct the acquiring party must assume this Agreement.

Governing Law; Arbitration; Attorney's Fees:

1. The Governing law is the State of Georgia.
2. Disputes are settled through arbitration with the prevailing party entitled to reasonable attorneys' fees.

Entire Agreement:

This Agreement represents the entire agreement and supersedes all previous agreements, governing the relationship between the parties. InterAct continues Commission payments for services sold under Pre-Existing Agreements.