Non -Exclusive Referral Agreement

This Contract is made this________ day of 2022, by and between.

__________________________For & on behalf of ESYCLIX.com, a unit of ESY ClIX, a Sole Prop. firm having
registered office at C-3 Upper Ground Floor, Back portion New cottage Road Adarsh Nagar Delhi -110033.
( Hereinafter called the " Marketing Consultant " ).
AND
____________________For & on behalf of______________________________________
the “Business owner or the “Client "of the Marketing Consultant ) .

WHEREAS , the Marketing Consultant is engaged in assisting companies to expand business by way of generating relevant
leads through various modes of online & offline marketing and provides advisory services , as well as bringing together
various Business owners on a single platform with a view to provide the potential customers a wide range of options while
Ordering online purchases.

AND WHEREAS, the Client has expressed its interest in engaging with the Marketing Consultant for the purpose of getting
leads from the Marketing Consultant which meet the Client's criteria.

WITNESSETH:

That the Client agrees to accept referrals from the Marketing Consultant , of customers for the sale of products offered by
the Client , subject to the following terms , restrictions , and conditions :

The Marketing Consultant agrees to refer the customers to the Client using information supplied by the Client.
All referral fees shall be computed on successful transactions resulting from the referrals generated through Marketing
Consultant, actually completed and will be accrued at the time of receipt of consideration from the referral. The
compensation the Marketing Consultant for a referral resulting in a successful transaction shall be______% of the
Consideration Value exchanged between the Client & the Customer.

The referral fees as mentioned above shall be calculated at the rate as agreed to above & shall be payable by the client to
the Marketing Consultant weekly / fortnightly / monthly.

In order to generate referrals, the Client hereby authorizes the Marketing Consultant to represent as such on behalf of the
Client, market the brand through various online & offline media available as on date including but not limited to
newsletters magazines, emails, websites etc. and use the necessary marketing material including the logo developed by the
Client for the said limited purpose of generating referrals.

As an independent contractor, the Marketing Consultant shall generate referrals as its own business, using its own facilities
and leads, at its own expense.

This Contract may be terminated by either party with written notice at any time prior to the end of the term The Client
agrees to honor this Contract for referrals given to the Client prior to termination of this Contract.

This Agreement does not create, and should not be deemed to create , a partnership , or joint venture , or relationship of
employer and employee or principal and agent , or consigner and consignee between the Marketing Consultant and the
Client therefore the parties are independent of each other and neither party can make commitments on the other's
behalf . Further for clarification, this agreement is on a non - exclusive basis i.e. both the parties could have similar
agreements with competitors of the either party.
The Client agrees to indemnify and hold harmless the Marketing Consultant from any and all claims, demands, damages,
actions , causes of action , liability , expenses , or costs arising out of or due to any acts or statements or omissions or
failures to act by the Client.

It is mutually agreed that all the agreements and covenants contained herein are severable and that , in the event any of
them shall be held to be invalid by any competent court , this Contract shall be interpreted as if such invalid agreements or
covenants were not contained herein . This Contract constitutes the entire agreement between the parties hereto, and
supersedes any prior oral or written agreements. This Contract may be amended or modified only by an instrument in
writing executed by the parties hereto. Any representations relied upon are contained within this Contract, and any
understanding or representation not contained herein is not valid or binding.

All disputes or differences of any nature arising between the parties regarding their rights, obligations, the interpretation
of these presents, and all the matters in connection with or arising under this Agreement will be resolved through co -
operation and consultation. If the said disputes etc. are not settled by co - operation and consultation, the said matters will
be referred to a single arbitrator or if the parties do not agree upon a single arbitrator, then the disputes will be referred to
two arbitrators, one to be appointed by each party. The arbitration under this clause will be arbitration under the Indian
Arbitration and Conciliation Act, 1996, or any statutory modification or re - enactment thereof.

This agreement shall be interpreted and governed in all respects by the laws of India. The courts of Delhi alone shall have
sole and exclusive jurisdiction to entertain and decide all and any disputes or differences , which may arise between the
parties , or any of them , in relation to or arising out of the terms of this Agreement .
This Contract is entered into as of the date first set forth above and will remain in effect through 3 year after such date
Further , on each anniversary of that date thereafter , unless any objection is raised by the Marketing Consultant or the
Client , the Term this agreement shall be automatically extended for an additional year .

This Contract may be terminated at any time by either party with or without cause upon thirty (30) days written notice to
the other party at the address set forth below by each party. Either party may change its address by providing notice to the
other party pursuant to the provisions of this section.

Agreed, Signed & Delivered By Agreed, Signed & Delivered By

The Marketing Consultant The Client

For ESYCLIX.com (A unit of ESY CLIX Sole prop.) For ______________________________

_____________________________________ ___________________________________

( ) ( )

Authorized Signatory Authorized Signatory

Witness Witness

_____________________________________ ______________________________________