This Referral Agreement ("Agreement") is entered into upon agreement of terms, by and between AIR TRAFFIC CONTROL SOFTWARE, INC. ("ATC"), a Delaware corporation, and [AFFILIATE AGENCY] (“Affiliate Agency”), a [state of Agency incorporation] corporation, collectively referred to as the "Parties".

Whereas, ATC is engaged in the development and sale of certain proprietary Services in the marketing personalization space;

Whereas, Affiliate Agency wishes to market, sell and support ATC’s Services; and

Whereas, ATC is willing to appoint Affiliate Agency as an authorized referral partner to promote the sale of ATC’s Services, and Affiliate Agency is willing to accept such appointment, according to the terms and conditions of this Agreement.

Now, therefore, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby covenant and agree as follows:

1. Engagement

1.1. ATC engages the Affiliate Agency to refer potential customers to ATC's marketing personalization platform, as described in Exhibit A attached hereto (the "Services"). Affiliate Agency shall use its best efforts to market, promote and solicit sales of the Services. Upon execution of an agreement for Services (“Customer Agreement”) between ATC and each customer referred by Affiliate Agency (“Referred Customer”), Affiliate Agency will become entitled to compensation as set forth herein.

1.2. Affiliate Agency will, on a monthly basis, provide a rolling twelve (12) month forecast in a format indicated by ATC.

1.3. Affiliate Agency acknowledges and agrees that ATC has the right to appoint additional referral partners or to otherwise sell Services either directly or indirectly to any customer through other distributors, resellers or its own sales force.

2. Compensation

2.1. In consideration of the Affiliate Agency's referral efforts, ATC will pay the Affiliate Agency a commission equal to twenty percent (20%) of the first year's revenue

generated by each Referred Customer who becomes a paying customer of ATC's Services through the execution of a Customer Agreement.

2.2. The commission shall be calculated based upon the net revenue received by ATC from the Referred Customer, after deducting any discounts, refunds, or chargebacks.

3. Payment Terms

3.1. For Customer Agreements with an annual renewal term, ATC shall make payment of the commission to the Affiliate Agency within sixty (60) days of the receipt of payment from the Referred Customer by ATC.

3.2. For Customer Agreements with a monthly term, ATC shall make monthly payments to the Affiliate Agency within thirty (30) days of the receipt of payment from the Referred Customer by the ATC.

3.3. Payment of accrued commissions will be made once a month via [payment method preferred by Affiliate Agency], unless otherwise agreed upon in writing by both Parties.

4. Term and Termination

4.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated by either Party upon thirty (30) days' written notice to the other Party.

4.2. Upon termination of this Agreement, the Affiliate Agency shall be entitled to receive any commissions payable on all Customer Agreements executed prior to the effective date of termination, in accordance with Section 2 of this Agreement.

5. Confidentiality and Intellectual Property

5.1. During the term of this Agreement and thereafter, each Party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other Party (“Confidential Information”).

5.2. The Affiliate Agency may become privy to intellectual property of ATC including but not limited to product roadmaps, proprietary technology, marketing strategies and playbooks, and other customer use cases.

5.3. Upon termination of this Agreement or at the request by the disclosing Party, the receiving Party shall return all copies of Confidential Information in its possession or certify in writing to the disclosing Party that its Confidential Information has been destroyed. This Section 5 shall survive any termination, cancellation, or expiration of this Agreement.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Delaware, without giving effect to any choice of law or conflict of law provisions.

7. Notices

All notices and other communications required or permitted hereunder must be in writing and will be deemed to have been duly given, to the addresses provided by the Affiliate Agency or written below: (i) when delivered by hand or confirmed digital transmission to such email address as either Party shall furnish to the other Party in writing; or (ii) one (1) day after delivery by receipted overnight delivery to the Party at the address set forth below, pursuant to this Section 7.

To Affiliate Agency:
[Affiliate Agency company name] [contact name and title] [address]
email: [email address]

To ATC:
AIR TRAFFIC CONTROL SOFTWARE, INC. Attn: Chief Executive Officer
32 Clelland Rd, Lexington, MA 02421
Email: nzeckets@airtrafficcontrol.io

8. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. The terms herein may not be changed or modified except by a written instrument signed by the authorized representatives of both Parties.