Referral Agreement

This Referral Agreement ("Agreement") is entered into effective as of (hereinafter the “Effective Date”, by and between EcoLogVillas, Inc., a Delaware corporation, with its principal place of business at 101 Crawfords Corner Rd, Suite 1325, Holmdel, NJ 07733 ("Company") and _____________________ , a _____________________ whose address is _____________________________________________________ Company and Referrer may be individually referred to as a “Party” or collectively as the “Parties” in this Agreement as the use of the term may dictate.

1. Interpretation

1.1. In this Agreement (and any schedules to it):

1.1.1 References to any statutory provisions include any modifications or reenactments of those provisions;

1.1.2 Headings are for convenience of the reader and do not affect the interpretation of this Agreement;

1.1.3 Where the context so requires, the use of the masculine gender shall include the feminine and/or neuter genders and the singular shall include the plural, and vice versa, and the word “Person” shall include any human being, corporation, firm, partnership or other form of association,

1.1.4 “Business Day(s)” means any day other than a Saturday or Sunday or United States federal public holiday on which banks are physically open for the transaction of general banking business. Any other day is to be considered a “Calendar Day”.

2. Definitions.

“House Kit” means the Log Frame, the Roof Structure, the Windows and Other associated materials.

“Qualified Referral" means a referred customer: (i) not previously contacted or registered in Company’s database; (ii) who signs a purchase agreement within ninety (90) Business Days of being referred; and (iii) whose order is not cancelled and is fully paid.

3. Purpose.

3.1. Company engages Referrer to identify and refer potential customers interested in purchasing prefabricated House Kits and related services from Company

4. 2. Referral Fee.

4.1. For each referred customer who enters into a purchase agreement with the Company and completes payment for the House Kit:

4.1.1. Referrer shall receive a referral fee (hereinafter the “Referral Fee”) of One Thousand Dollars ($1,000) for every repeated order.

4.1.2. The Referral Fee shall be payable within thirty (30) Business Days following receipt of full payment from the referred customer.

5. Qualified Referrals

5.1. Referrer must provide referrals in writing or via Company's referral portal for tracking.

6. Relationship of Parties.

6.1. It is understood and agreed that Company, Referrer and Referrer’s employees, if any, are independent contractors. At no time will Referrer or any of its employees or agents hold themselves out as or act as agents for Company. Neither Referrer nor its employees or agents shall be entitled to any benefits except as stated in this Agreement, nor shall they expose Company to any liability for taxes or any other cost or expenses. Accordingly, Referrer shall be responsible for payment of all taxes arising out of Referrer's activities in accordance with this Agreement, including but not limited to, federal and state income taxes, social insurance taxes, unemployment insurance taxes and any other taxes or business license fees as required. Nothing in this Agreement shall create any other relationship between the Parties.

7. Term and Termination.

7.1. This Agreement shall commence on the Effective Date and continue until terminated by either Party with thirty (30) Business Days' written notice to the other Party.

7.2. Referrer shall only be entitled to referral fees for Qualified Referrals submitted prior to the effective date of termination.

8. Notices

8.1. Any notices given under this Agreement shall be in writing and shall be served upon the recipient either personally, by email, by fax or by registered mail addressed to the address below or such other address as the respective Parties may from time to time designate by notice given in conformity with the above.

If to Company:

Richard Bekiyants, CEO
EcoLogVillas Inc.
101 Crawfords Corner Rd, Suite 1325,
Holmdel, NJ 07733
Email: rb@ecologvillas.com
If to Referrer:

8.2. Notice shall be deemed served, in the case of personal delivery on the date of deposit of such notice at the address of the Party to be served such notice. Notice shall be deemed served, in the case of notices sent by email at the expiration of the Business Day in which the email was received by the other Party, by facsimile, at the expiration of twelve (12) hours after dispatch and in the case of notices sent by US Mail, three (3) Business Days after posting.

9. Confidential Information

9.1. Referrer shall not (except in the proper performance of the referral) use or disclose, or allow to be used or disclosed, any Confidential Information of Company which Referrer s has received (whether before the date of this Agreement and in whatever capacity) without the prior written consent of Company.

9.2. For the purposes of this Agreement “Confidential Information” includes all information in respect of Company’s business and financing including, but not limited to: (i) any and all versions of proprietary computer software and any documentation related thereto; (ii) technical information concerning products and services, including product data and specifications, know-how, formulae, diagrams, flow charts, drawings, source code, object code, program listings, test results, processes, inventions, research projects and product development; (iii) any and all versions of any designs, patents, trademarks or copyrightable works, discoveries, formulae, processes, manufacturing techniques, trade secrets, inventions, improvements, ideas, business plans; (iv) information concerning Company's business, including cost information, profits, sales information, accounting and unpublished financial information, business methods, plans or strategies, markets and marketing methods or opportunities, Company lists and Company information, sponsor lists and sponsor information, purchasing techniques, supplier lists and supplier information and advertising strategies; (v) information concerning employees, including salaries, strengths, weaknesses and skills; and (vi) information submitted by Company’s suppliers, employees, or co-venturers for study, evaluation or use; or, (vii) any other information not generally known to the public or by actual or potential competitors of Company, which, if misused or disclosed, could reasonably be expected to adversely affect Company’s business.

9.3. Clause 9.1 will not apply to information that: (i) was in Referrer’s possession or already known to them without an obligation to keep it confidential or, before such information was disclosed, is publicly available at the time of disclosure or that becomes publicly CONFIDENTIAL Page 4 of 7 available after disclosure other than through breach of this Agreement or other wrongful act; (ii) is disclosed by Company with prior written approval; (iii) is disclosed to Referrer by a third Party who is not in breach of their own obligation of confidentiality; (iv) Referrer develops independently other than through breach of this Agreement; or (v) is required to be disclosed under operation of law, or pursuant to applicable law or court, administrative or governmental order.

9.4. The obligations of Clause 9 will continue to apply in full force and effect after the termination or expiration of this Agreement.

10. Force Majeure

10.1. If either Party is delayed or prevented from performing any of its obligations under this Agreement due to circumstances beyond its reasonable control including (but not limited to) Acts of God, war, strikes, industrial action, lockouts, accidents, fire, acts of any government authority, (but for the avoidance of doubt lack of financial or human resources shall not constitute Force Majeure) that Party shall be excused from the performance of such obligation for as long as and to the extent that the prevention or delay continues provided that the Party relying on the force majeure shall give prompt notice in writing describing the circumstance of force majeure and the expected duration thereof and the Party shall use all reasonable endeavors to remedy its inability to perform.

10.2. In the event that the circumstance of force majeure persists for more than three (3) months either Party can terminate this Agreement with immediate effect by notice in writing to the other Party and without prejudice to any claims, actions, rights or remedies accumulated by the Parties as of that date in respect of that termination.

11. Miscellaneous

11.1. Modifications and Amendments: This Agreement may only be modified and/or amended by the written agreement of the Parties.

11.2. Prior Agreements: This Agreement supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in it. It contains the whole agreement between the Parties (except for those terms implied by law which cannot be excluded by the agreement of the Parties) in relation to the subject matter of this Agreement at the date of this Agreement. Referrer acknowledges that there has been no inducement by Company to enter into this Agreement by any representation, warranty or undertaking not expressly incorporated into it. Referrer agrees and acknowledges that the only rights and remedies available to Referrer in relation to any representation, warranty or undertaking made or given in connection with this Agreement (unless such representation, warranty or undertaking was made fraudulently) will be for breach of the terms of this Agreement, to the exclusion of all other rights and remedies (including those in tort or arising under statute).

11.3. Rights and Powers: Neither Party’s rights or powers under this Agreement will be affected if: CONFIDENTIAL Page 5 of 7
11.3.1.one Party delays in enforcing any provision of this Agreement; or
11.3.2.one Party grants time to the other Party.

11.4. Waivers: If either Party agrees to waive their rights under a provision of this Agreement, that waiver will only be effective if it is in writing and signed by the waiving Party. A Party’s agreement to waive any breach of any term or condition of this Agreement will not be regarded as a waiver of

11.5. Third Parties: Nothing in this Agreement is intended to confer any benefit on any third Party (whether referred to herein by name, class, and description or otherwise) or any right to enforce a term of this Agreement.

11.6. Entire Agreement: This Agreement together with any Appendices contains the entire agreement between the Parties with respect to the subject matter thereof, supersedes all previous agreements and understandings between the Parties with respect thereto, and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

11.7.Implied Conditions: Each Party acknowledges that, in entering into the Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided therein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

11.8. Severance: If any provision of the Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, the Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

11.9.Interpretation: Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

11.10. Headings: The headings in this Agreement are for convenience only and shall not affect its interpretation.

11.11. Amendment and Waiver: no variation of this Agreement shall be valid unless it is in writing. The failure to exercise or any delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

11.12. Survival: the provisions of Clause 9 of this Agreement shall survive the termination of this Agreement for whatever reason, and, in addition, the obligations of the Parties under this Agreement that by their nature continue beyond the expiration of this Agreement shall survive any termination or cancellation of the Agreement.

11.13. Facsimile Signatures: This Agreement may be executed by a Party's signature transmitted by email or facsimile, and copies of this Agreement executed and delivered by means of email or facsimile signatures shall have the same force and effect as copies hereof executed and delivered with original signatures. All Parties may rely upon email or facsimile signatures as if such signatures were originals. Any Party executing and delivering this Agreement by email or facsimile shall promptly thereafter deliver a counterpart signature page of this Agreement containing said Party's original signature.

11.14. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

11.15. Succession and Assignment: This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld.

11.16. Construction: The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation.

12. Governing Law

12.1. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, USA. Each of the Parties submits to the exclusive jurisdiction of the courts of the State of Delaware, USA, as regards any claim or matter arising under this Agreement.

13. Entire Agreement.

13.1. This Agreement constitutes the entire agreement between the Parties regarding referrals and supersedes all prior agreements.

13.2. No modification shall be valid unless in writing and signed by both Parties.