REFERRAL PROGRAM MEMBER AGREEMENT

This Referral Program Member Agreement (“Agreement”) is by and between MyCase, Inc. having a principal place of business at 9201 Spectrum Center Blvd., Suite 100, San Diego, CA 92123 (“MyCase”), and Referral Program Member (“Member”), and together with MyCase, the “Parties”, and each, a “Party”.

RECITALS

Whereas, MyCase offers a suite of online legal practice management software services designed to assist small law firms with administering their practice and managing their caseload (the “MyCase Services”);

Whereas, Member provides consulting services to small law firms that include, inter alia, advice and assistance with respect to practice support solutions;

Whereas, MyCase operates a referral program (the “MyCase Referral Program”) whereby members refer potential sales leads (“Customers”) for the MyCase Services and, upon the satisfaction of certain conditions, receive compensation for such referrals; and

Whereas, Member desires to be a part of the MyCase Referral Program and MyCase desires to admit Member into the MyCase Referral Program.

AGREEMENT

Now, Therefore, in consideration of the mutual promises set forth herein, inclusive of PartnerStack’s Terms and Conditions, the Parties agree as follows:

1. Engagement.

1.1.  MyCase hereby admits Member into the MyCase Referral Program and engages Member to act as a referral source, on a non-exclusive basis, with respect to sales of the MyCase Services to Customers, solely in accordance with the terms and conditions of this Agreement. Member hereby accepts such admittance and engagement.

1.2. MyCase may in its sole discretion engage any other person or company to sell the MyCase Services.

1.3. Member shall introduce MyCase to Customers, and perform other related services as reasonably requested by MyCase, including forwarding sales literature and samples provided by MyCase, but shall not participate in any sales meetings or negotiations, unless explicitly authorized by MyCase. For the avoidance of doubt, Member shall not have the authority to offer or sell the MyCase Services to any Customer.

1.4. The prices, terms, and conditions under which MyCase offers or sells any MyCase Services shall be determined by MyCase in its sole discretion. MyCase shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of MyCase Services. Nothing in this Agreement shall obligate MyCase to actually offer or sell any MyCase Services or consummate any transaction with any Customer. MyCase may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of MyCase Services without any liability or obligation to pay compensation to Member under Section 2 or otherwise.

1.5. Member shall defend, indemnify, and hold harmless MyCase, and any of its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, incurred by MyCase, arising out or resulting from any claim of a third party related to Member’s obligations under this Agreement.

2. Compensation.

2.1. In consideration for the services rendered by Member hereunder, MyCase shall pay to Member the following: (i) 10% of the annual Subscription Fees (unless otherwise indicated in the PartnerStack Portal) for each Customer who executes an annual agreement for the MyCase Services, and (ii) 5% of the annual Subscription Fees (unless otherwise indicated in the PartnerStack Portal) for each Customer that executes a monthly agreement for the MyCase Services; provided, however, that MyCase’s payment obligations with respect to a Customer are subject to a Customer remaining an active, paying subscriber to the MyCase Services for a minimum of three (3) months. As used herein, “Subscription Fees” means the base subscription fees (exclusive of sales tax and after applying any discounts, credits, rebates, and adjustments) for the MyCase Services sold by MyCase to a Customer introduced by Member. For annual agreements, Subscription Fees shall be annualized by multiplying monthly Subscription Fees by twelve. For the avoidance of doubt, Subscription Fees shall not include amounts received by MyCase for ancillary services available with the base MyCase Service, including, without limitation, fees collected in connection with payments and website services.

MyCase shall pay all amounts due under this Section 2 every month within fifteen (15) calendar days of the month ending, for so long as the Customer renews its agreement.

2.2. Notwithstanding anything to the contrary herein, no amount shall be owed hereunder for any sale to a Customer if MyCase had a previous relationship or contact with that Customer.

3. Independent Contractor. Member is an independent contractor of MyCase, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Member and MyCase for any purpose. Member has no authority (and shall not hold itself out as having authority) to bind MyCase to any obligations and Member shall not make any agreements or representations on MyCase’s behalf without MyCase’s prior written consent. Without limiting the above, Member will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by MyCase to its employees, and MyCase will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Member’s behalf. Member shall be responsible for, and shall indemnify MyCase against, all such taxes or contributions, including penalties and interest. Member shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement.

4. Confidentiality. All non-public, confidential, or proprietary information of MyCase, including, but not limited to, specifications, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by MyCase to Member, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement is solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by MyCase in writing. Upon MyCase’s request, Member shall promptly return all documents and other materials received from MyCase. MyCase shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (i) in the public domain; (ii) previously known to the Member at the time of disclosure; or (iii) rightfully obtained by the Member on a non-confidential basis from a third party.

As between you and MyCase, MyCase is, and will remain, the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, know-how, methodologies, software, and other materials provided to you by MyCase (“MyCase Materials”), including all Intellectual Property Rights therein. You have no right or license to reproduce or use any MyCase Materials except solely during the term to the extent necessary to perform your obligations under this Agreement. All other rights in and to the MyCase Materials are expressly reserved by MyCase. You have no right or license to use MyCase’s trademarks, service marks, trade names, logos, symbols, or brand names.

5. Publicity and Announcements. Member shall not publicly disclose or issue any press or make any other public statement concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of MyCase, except to the extent that Member (based upon the reasonable advice of counsel) is required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law.

6. Term and Termination.

6.1. The term of this Agreement commences on the date of this Agreement and continues until terminated as provided hereunder.

6.2. Either Party may terminate this Agreement either (i) with or without cause, for any reason or none at all, upon thirty (30) days’ written notice, or (ii) immediately in the event that a material breach remains uncured for thirty (30) days after written notice of the breach has been provided by the non-breaching Party.

6.3. Either Party may terminate this Agreement for cause immediately upon notice in the event that the other Party: (i) institutes insolvency, receivership or bankruptcy proceedings or any other act of bankruptcy or proceedings for the settlement of its debts; (ii) becomes subject to bankruptcy proceedings instituted against it which are not dismissed or otherwise resolved in its favor within ninety (90) days thereafter; (iii) makes a general assignment for the benefit of creditors, whether voluntary or involuntary; (iv) dissolves, liquidates, winds up, or ceases to conduct business in the ordinary course; and/or (v) breaches any of the confidentiality provisions of this Agreement.

7. Limitation of Liability. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL (I) EITHER PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF ALL PAYMENTS PAID BY MYCASE TO MEMBER IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE; OR (II) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND/OR THE PERFORMANCE OR NONPERFORMANCE BY EITHER PARTY OF ITS OBLIGATIONS HEREUNDER, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Miscellaneous.

8.1. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of law pertaining to conflict of laws. If any provision of this Agreement is for any reason found to be unenforceable, the remainder of this Agreement will continue in full force and effect.

8.2. Each Party agrees to submit to the exclusive personal jurisdiction of the federal or state courts of San Diego County, California, to resolve any legal matter arising from or related to this Agreement.

8.3. If any action is necessary to enforce the terms of this Agreement, the substantially prevailing Party will be entitled to reasonable attorneys’ fees, costs and expenses in addition to any other relief to which such prevailing Party may be entitled.

8.4. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by an authorized representative of each Party.

8.5. Member shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of MyCase. Any purported assignment or delegation in violation of this Section shall be null and void. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

8.6. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitutes one and the same agreement.

8.7. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

8.8. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter