BACKGROUND

The CHEBARC™ business development agent program has been established to take advantage of mutually beneficial opportunities available to CHEBARC™ and similarly aligned companies whose product and service offerings are highly collaborative. The Program sets forth to maximize CHEBARC™ market penetration while compensating the BDA for its sales efforts on behalf of CHEBARC™.

TThe relationship of the Parties with respect to their performance under this Agreement shall be that of independent contractors. Nothing in this Agreement shall constitute a joint venture or partnership. Each Party shall be obligated solely with respect to its own specified performance obligations in this Agreement.

DEFINITIONS

Client means that company or entity or body corporate to which the Agent provides CHEBARC™ product and/or contracted Services within the Territory of (1) Indonesia, (2) Vietnam, (3) Nepal, (4) India, and (5) Canada;

Client Agreement means the contract between the Canadian Contractor and the Client for the CHEBARC™ products and/or contracted Services;

Client Lead means those companies that the Agent determines may be qualified prospects to whom the Canadian Contractor may provide its product and/or contracted Services. Under no circumstances shall the Agent be eligible for a commission until the Canadian Contractor has approved the Client pursuant to the Client Lead Registration process;

Client Lead Introduction means that an Agent introduces, in person, designated representatives of the Canadian Contractor to key personnel within the Client Lead’s organization;

Client Lead Management and Closure means that Agent must take complete responsibility for the management of the Registered Client Lead to closure;

Client Lead Registration is the act by which an Agent may notify CHEBARC™ in writing of its intent to pursue a Client Lead; (Each registration may be accepted or rejected by CHEBARC™ at its sole and unlimited discretion. An agent may register any number of Client Leads with the Agent via www.shejglobal.com/ia/ or convey the relevant support documents via Klirview.Info/rmation during the duration of the Agreement, but registrations are only valid for twelve (12) calendar months following acceptance by CHEBARC™. When the term expires all registrations are no longer valid); a client who is registered by the Agent is known as a Registered Client Lead;

Referral Agent means companies (i.e., Shej Global Developments Inc., its successor, assign, or eligible individuals acting as independent business development agent or contractors to CHEBARC™ who provide Client Lead generation and personal Client Lead introductions in exchange for commission;

Team Agent means those companies or individuals acting as independent contractors to CHEBARC™ who provide ongoing sales support in the form of Client Lead generation, personal Client Lead introductions and in support of those registered leads sales meeting attendance, strategy development &execution, proposal development in exchange for commission;

Sales Agent means companies (i.e., Shej Global Development Inc, its successor, or assign) or individuals acting as independent contractors to Chebarc™ who provide sales leadership and who take ownership of the lead through the entire sales cycle; they are expected to close the Client Lead on behalf and in the name of CHEBARC™ using CHEBARC™ as support during the process; they are responsible for acting as the procuring cause of the sale;

CHEBARC™Dealer means those companies or individuals acting as independent contractors to CHEBARC™ who provide sales leadership and who take ownership of the lead through the entire sales cycle; they are expected to close the Client Lead on behalf and in the name of CHEBARC™ using CHEBARC™ as support during the process; they are responsible for acting as the procuring cause of the sale, may be permitted to design and make installation of all relevant CHEBARC™ infrastructure elements, installation of all relevant network components, customer service, hardware inventory to include an initial minimum quantity of CHEBARC™ products installed at all times, onsite support including field troubleshooting and replacement of component devices within the Territory;

The Agent means those companies or individuals acting as independent contractors to CHEBARC™ who provide sales leadership and who take ownership of the lead through the entire sales cycle; they are expected to close the Client Lead on behalf and in the name of CHEBARC™ using CHEBARC™ as support during the process; they are responsible for acting as the procuring cause of the sale. “Primary Relationship” refers to the party who will maintain the direct relationship with the Client with respect to delivery and billing for services;

Initial Client Contract means the first agreement executed between the Client and the Canadian Contractor or CHEBARC™;

Primary Relationship refers the Canadian Prime Contractor, being the party who will maintain the direct relationship with the end client or ultimate purchaser or off-taker with respect to delivery, installation, support and billing for services;

Primary Contractor, unless otherwise specified refers to a qualified Canadian contractor or Prime Contractor which is the party who will maintain the direct relationship with the Client;

Proposal Development means that Agent must materially contribute to any proposal development or bid response development effort with regards to closing the registered Client Lead;

Sales Meeting Attendance means that Agent must have a representative in attendance at all face-to-face and conference call meetings with the Client Lead;

Strategy Development & Execution means that the Agent must materially contribute to the ongoing strategy development and the execution thereof concerning closing the registered Client Lead;

Services mean Client deliverables or useable that is not tangible products or benefit received from the services provided.

DUTIES OF CHEBARC™ AND AGENT

Program Overview. CHEBARC™ recognizes various categories of Agents who can be authorized to represent CHEBARC™ in the marketplace. These categories are defined by the type of relationship they maintain with the Client, the level of involvement in the sales process, the type of service being marketed and the levels of compensation that they qualify for under CHEBARC™ Agent program. At any given time, an authorized Agent may occupy one or more of these categories in any combination based on the parameters described above on a client-by-Client basis. Designation of the Agent by category will be made at the sole discretion of CHEBARC™ on a client-by-client basis and likewise CHEBARC™ reserves the right to re-designate an Agent’s categorization at any time again, on a client-by-client basis.

Agent Performing Work as a Subcontractor. In the event CHEBARC™ decides, at its sole and unlimited discretion, to utilize the services of Agent or Agent’s affiliates as a subcontractor, Agent shall not receive Commission on such work; provided that Agent shall be eligible for Commission on the work performed by other subcontractors.

No Commission on Additional Client Work and Limitations on the Initial Contract Term. The Agent program is intended to provide Canadian Contractors with additional Client Leads unknown to the Canadian Contractors. Therefore, Agent shall receive Commission only on the Initial Client Contract entered into by CHEBARC™ and the respective Client in accordance with the terms of this Agreement. Agent shall not be entitled to Commission for any additional work performed on behalf of such Client. Years two (2) and three (3) of the Commission Plan set forth in Section 3.2 shall apply only to those Initial Client Contract(s) which contemplate work to be performed and payment to be made by Client in those years. Notwithstanding anything to the contrary, under no circumstances shall Agent receive any Commission for net revenues received:
(a) two (2) years after the execution of the Initial Client Contract in the case of a CHEBARC™ Referral Agent and
(b) three (3) years after the execution of the Initial Client Contract in the case of a CHEBARC™ Team Agent and a CHEBARC™ Agent.

LIMITATION OF LIABILITY

IN NO EVENT SHALL CHEBARC™ BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF BUSINESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THE SERVICES, WHETHER OR NOT CHEBARC™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.