GlobalNow IT Inc.
AGENCY AGREEMENT

This Agreement, effective upon the later of the two signature dates below, is between GlobalNow IT Inc., a Texas corporation located at 701 North Edgefield Dallas, Texas, USA (“GlobalNow”), and the independent party located at the address noted in the signature form (“CONSULTANT”).

1.0 DEFINITIONS

In this Agreement, the following words are defined terms:

1. “Services” means GlobalNow’s products and/or services as described in Schedule A.
2. “Business Development” means marketing of GlobalNow’s Services and management of the sales execution process by CONSULTANT to GlobalNow’s current and potential customers.
3. “Customer” means a legal entity that contracts with GlobalNow for its Services as result of Business Development by CONSULTANT.
4. “Territory” means the countries or geographic areas that include United States and other mutually agreed to locations.
5. “Marketing” means marketing of GlobalNow’s Services by CONSULTANT to its current and potential customers.
6. “Sales Referral Fee” means fees paid to CONSULTANT by GLOBALNOW for an opportunity leading to contract, in respect of which CONSULTANT (i) has sourced and qualified the opportunity, (ii) has commenced intitial sales activities (written or verbal conversation with prospect), and (iii) introduces and turns over the opportunity to GLOBALNOW prior to contract signing with the prospective customer.

2.0 GRANTS AND RESPONSIBILITIES

1. GlobalNow grants to CONSULTANT, subject to the terms and conditions contained in this Agreement, a non-exclusive, non-transferable right to Marketing within the Territory
2. CONSULTANT will not make any reference or claim about GlobalNow or the Services except as set out in GlobalNow’s web site at www.globalnowinc.com, corresponding subsidiary websites, Schedule A, or its sales literature. CONSULTANT will submit, for approval by GlobalNow, all marketing or other public material containing references to GlobalNow or the Services before its release. The CONSULTANT representative may use previously approved items without further authorization.
3. GlobalNow will make available to CONSULTANT training and information in respect of the Marketing of the Services.

3.0 FEES AND COMPENSATIONS

1. If CONSULTANT encounters an opportunity to market Services it may report such opportunity to GLOBALNOW by submitting a Lead Form via email in the format set out in Schedule B and transfer the opportunity to GLOBALNOW personnel. In return, GLOBALNOW will pay CONSULTANT a Sales Referral Fee as listed in attachment A. The foregoing fees are a percentage (%) of the fees, less pass-through expenses, one-time infrastrcuture fees and investments, PAID to GLOBALNOW by the customer in respect of the first project for which Services are procured by the customer for up to eighteen (18) calendar months from the GlobalNow contract effective date with the customer and, in any event, the fee will not apply to orders received more than six (6) months after the communication of an opportunity to GLOBALNOW by CONSULTANT. At no time will a Sales Referral Fee be granted if the Lead Form is received after the close of the Sale. Fees are subject to change without notice.

4.0 TERM AND TERMINATION

1. The term of this Agreement will commence on the Effective Date and continue in force until midnight on the third (3rd) anniversary of the Effective Date. This Agreement will renew automatically for additional two (2) year terms unless either party gives the other a thirty (30) day notice of termination prior to the end of the initial or subsequent terms
2. At any time, either party (“Terminating Party”) may immediately terminate this Agreement or suspend any rights granted under it on notice to the other, if the other party: (a) breaches any material term of this Agreement (including, without limitation, any payment obligation; or (b) breaches any other term of this Agreement and that breach is not cured within thirty (30) days after notice is given by the Terminating Party. Notwithstanding the above, either party may terminate this Agreement at any time, with or without cause, upon 15 days written notice to the other.
3. On expiration or termination, each party will promptly remit to the other all unpaid monies due under this Agreement. CONSULTANT will either return to GlobalNow, or destroy, all copies of the Services, Products, and GlobalNow ’s Documentation in its possession. The parties will continue to be liable for any liabilities accrued prior to the termination or expiration of this Agreement.

5.0 MISCELLANEOUS PROVISIONS

1. This Agreement, and any matters relating to it, will be governed, construed and interpreted in accordance with the laws applicable in the State of Texas, without reference to its conflicts of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (and any legislation implementing such Convention, if otherwise applicable). The parties consent and attorney to the jurisdiction of the courts of that jurisdiction in all matters relating to this Agreement, except with respect to injunctive relief sought from a court of competent jurisdiction.
2. CONSULTANT acknowledges that the term of this Agreement is for a limited time only. The expiration or termination of this Agreement, however arising, will not give rise to the payment of any indemnity, compensation or damages of any sort by one party to the other, including without limitation: any payment for goodwill established by the CONSULTANT during any term of this Agreement, any damages for loss of prospective profits or on account of any expenditure, investment or obligation incurred or made by the GLOBALNOW.
3. CONSULTANT is an independent contractor. Neither party is an agent or legal representative of the other and neither has power of attorney to represent, act for, bind or commit the other except as described in this Agreement. Neither execution nor performance of this Agreement establishes any joint venture or partnership between GlobalNow and Consultant. By particpating in this agreement, consultant ackanowleges that that he/she is not legally bound by either a third party agreement or employment policy which prohibits Consultant from receiving compensation from GlobalNow for the services outlined in this agreement. It is solely the responsibility of the Consultant to abide by any such policies, and GlobalNow shall have no responsibilities or liabilities with respect to Consultant’s breach of any such policy.
4. No delay or failure in exercising any right under this Agreement, or any partial or single exercise of any right, will constitute a waiver of that right or any other rights under this Agreement. No consent to a breach of any express or implied term of this Agreement constitutes a consent to any subsequent breach.
5. CONSULTANT and GlobalNow may from time to time disclose to the other party confidential information relating to its business and affairs (“Confidential Information”). Neither party will disclose Confidential Information of the other to any third party without the express written consent of the other party, nor disclose or make use of any Confidential Information other than in the performance of this Agreement. Each party shall use at least the same degree of care to avoid disclosure of Confidential Information as it uses with respect to its own Confidential Information and will procure from any third party to whom confidential information may be disclosed an agreement containing provisions substantially similar to those set forth in Sections 5.5 and 5.6 herein. Either party may seek injunctive relief to enforce its rights under these Sections.
6. Confidential Information is that information or know-how identified as being confidential, or, given the circumstances surrounding disclosure, should in good faith be treated as confidential. Confidential Information does not include information: (a) generally available to or known to the public, (b) previously known to the recipient as fact, (c) independently developed by the recipient outside the scope of this Agreement, (d) lawfully disclosed by a third party, or (e) disclosed during testimony before any judicial or quasi-judicial court or tribunal. All information concerning un-released products will be treated as confidential.
7. All notices, requests or demands made or given pursuant to this Agreement will be in writing and given by: delivery, registered or certified mail (postage prepaid), or by facsimile transmission (with answerback), to the other party at the address written on the front page of this Agreement. Each party will promptly give written notice of any change in its address or addressee. Notices will be deemed to be received: on delivery, or upon facsimile transmission (with answerback). The prior statements in this section notwithstanding, specific purpose contacts are listed on the signature page.
8. The foregoing obligations in Sections 5.5 and 5.6 will survive the termination or expiration of this Agreement.
9. If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this Agreement and the remainder of this Agreement will remain in full force and effect.
10. Except as otherwise provided herein, all disputes and claims arising out of or relating to the Agreement that are not resolved pursuant to an agreement of the parties shall be arbitrated in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and judgment upon any arbitration award may be entered in any court or other tribunal having jurisdiction thereof, the parties hereby consenting to the jurisdiction of such courts for this purpose. The discovery provisions of the Federal Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. If the parties herein cannot agree upon an arbitrator, one shall be appointed by the AAA. The arbitrator’s award shall be binding and in writing. All arbitration proceedings shall be conducted in Dallas County, Texas.
11. This Agreement will be binding upon and will enure to the benefit of both parties, and their respective successors and assigns.
12. This Agreement, including the attached Schedule, is the full and entire understanding and agreement between CONSULTANT and GlobalNow with respect to the marketing, demonstration and distribution of the Software and supersedes all prior negotiations, commitments and understandings, verbal or written. No modifications, additions, or amendments to the terms of this Agreement are effective unless in writing and signed by the duly authorized representatives of CONSULTANT and GlobalNow.

IN WITNESS the parties have duly executed this Agreement.

SCHEDULE A – SERVICES and FEES
Effective Date: August 1st, 2023

SCHEDULE B – GlobalNow Inc. Referral Form

Please provide a brief description of the opportunity and communication with the prospect to date; plus any additional information considered pertinent to the opportunity being realized: