Referral Partner Application

Referral Partner Agreement

This Referral Agreement, consisting of this Cover Page and the attached Business Terms (collectively, this “Agreement”), is made and entered into between Xceed365 and Referral Partner (as defined below). The Agreement shall become binding once Referral Partner clicks the “Accept” button at the end of the Agreement (the “Effective Date”).

Xceed365 and Referral Partner shall be collectively referred to as “Parties”, and the word “Party” shall be construed accordingly. As used in this Agreement, the following terms shall have the meanings set forth below:

Xceed365:

“Xceed365” means Xceed365 Limited a company incorporated in Nigeria with corporate offices in Lagos, Nigeria
Xceed365 Headquarters and Notice Address: 5 Admiralty Road, Off Admiralty Way, Lekki Phase 1, Lagos, Nigeria.
For legal notices, provide copies to: Xceed365 Limited. – Legal Department info@xceed365.com

Referral Partner:

“Referral Partner” or “You” means the person or company (including Company Name and other information) detailed in the Referral Form submitted to Xceed365
Referral Partner Information: “Referral Partner Information” means the information provided by Referral Partner in the Form.

TERM: “Term” shall mean the “Initial Term” and all “Renewal Term(s)” thereafter (each, as defined in Section 7 of the Business Terms).

Business Terms

Background

Xceed365 Limited is the owner and operator of Xceed365 Growth & Enterprise HCM, a unique Human Resources and Talent Management platform and service (the “Xceed365 Service”).
The Referral Partner is an independent agent and wishes to promote, market and advertise the Xceed365 Service to potential Xceed365 customers (“Referrals”) through its website(s) and other marketing channels, in accordance with Xceed365’s Referral Partner Program (“Program”) detailed in this Agreement.
Xceed365 and the Referral Partner seek to enter into a referral arrangement whereby the Referral Agent earns fees upon successful sign-ups of Referrals for Xceed365 Service (the Referral Arrangement).
Further to the above, Xceed365 and the Referral Partner have agreed to enter into this Agreement to clearly define the terms of their understanding and to facilitate cooperation between the Parties with regard to the Referral Arrangement.

NOW THEREFORE, in consideration of the mutual covenants between the Parties, the Parties hereby agree as follows:

1. LICENSE

Subject to this Agreement and its terms, Xceed365 hereby grants to the Referral Partner a free, non-exclusive, non-transferable and revocable license (“License”) to market and distribute the Xceed365 Service to Referrals, and to use the Xceed365 trademarks, logos and URLs provided by Xceed365 (“Licensed Marks,” as may be amended by Xceed365 from time to time), and associated materials, language or code for the sole purpose of promoting the Xceed365 Service (collectively, “Marketing Materials”).

The license to use the Licensed Marks granted herein is subject to Xceed365’s Trademark Usage Guidelines (“Guidelines”) (which can be found at https://xceed365.com/trademarks ), incorporated here by reference, as updated from time to time by Xceed365 at its sole discretion. Xceed365 may revoke this license at any time by giving Referral Partner a 7-day written notice (including via email). A list of certain Xceed365 trademarks and logos (“Xceed365 Marks”) is included in the Guidelines.

2. PROGRAM COMMITMENTS.

1.The Program.

To participate in the Program, the Referral Partner must complete the online application participation form found on Xceed365’s website (“Site”) https://www.xceed365.com/partner-application and enter this Agreement. Xceed365 may accept or reject any application at its sole discretion.

2. Legal Agreements.

As part of its participation in the Program and in acting as Xceed365’s Referral Partner, the Referral Partner hereby agrees and consents to the terms of this Agreement and the Program, the Guidelines, and any other requests and rules set by Xceed365 from time to time, in its reasonable discretion, in connection with the Referral Partner’s ongoing participation in the Program and promotion of the Xceed365 Service to Referrals. In all its activities under this Agreement, and specifically such activities relating to Referral Partner’s promotion of the Xceed365 Service, the Referral Partner shall cooperate with Xceed365 and act in good faith. In entering this Agreement, the Referral Partner further recognizes and accepts the terms and rules set in Xceed365’s Master Subscription Agreement (“Master Agreement,”) and Xceed365’s Privacy Policy (“Privacy Policy,”), as applicable to Xceed365’s provision of the Xceed365 Service to Referrals, and particularly regarding the Referral Partner’s adherence to the Privacy Policy in all matters involving privacy of Referrals’ information.

3. Promotion, Referral Activities

The Referral Partner agrees to engage in continued, active promotion of the Xceed365 Service in various marketing channels using the Licensed Marks and Marketing Materials, and to do so in compliance with the terms of this Agreement.

4. Prohibited Activities

The Referral Partner agrees not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Xceed365’s sole discretion. The Referral Partner agrees not to send unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in promoting the Xceed365 Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.

5. Permissible Use of Xceed365 Marks.

The Referral Partner expressly agrees to comply with all the terms herein in using the Licensed Marks and in creating Marketing Materials.

Through the Guidelines and otherwise, Xceed365 shall provide specifications and other instructions from time to time as to Referral Partner’s permissible use of the Licensed Marks in creating Marketing Materials and promoting the Xceed365 Service. Referral Partner further agrees to comply with all such specifications and instructions.

Referral Partner shall ensure that all Licensed Marks appearing on its Marketing Materials are in the form approved by Xceed365 in the Guidelines or otherwise, shall not modify any Xceed365 Marks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by Xceed365, and shall further comply with reasonable instructions from Xceed365 as to the form, content and display of Marketing Materials. Upon termination of this Agreement for any reason whatsoever, or upon written request by Xceed365, the license granted herein shall expire and Referral Partner shall immediately cease all its activities under this Agreement.

6. Customer Relations.

During and after the Term, Xceed365 shall be the exclusive owner of all relations created via Referral Partner among Xceed365 and Referrals with respect to the Xceed365 Service, including any and all information identifying Referrals who contract with Xceed365 for the use of the Xceed365 Service. The Master Agreement, Privacy Policy, and Xceed365’s rules and procedures for the Xceed365 Service will apply to these Referrals and may be changed by Xceed365 without prior notice to Referral Partner, and Referral Partner agrees to convey to Referrals the nature of their relations with Xceed365 under the Master Agreement.

3. REFERRAL PROCEDURE

Upon acceptance of a Referral Partner, the Referral Partner is set up in the Referral Management System (“RAS”) and managed by a Partner Account Manager (“PAM”), after which the Referral Partner is able to refer prospects to Xceed365

Each prospect shall be referred to Xceed365 by a Referral Partner through the RAS

Every prospect logged into RAS shall undergo a verification process by PAM within one (1) business day. PAM verifies one of the following:

Whether the Referral is already a direct prospect; or

Whether the Referral is already a prospect who has been referred by another Referral Partner

Where PAM is unable to verify the prospect, the Referral Partner shall qualify the prospect

To qualify a prospect, a Referral Partner shall demonstrate a pre-existing relationship with the prospect through the provision of the following information:

Name, email, and mobile number of Chief Executive Officer, Human Resources Manager and Chief Information Officer for Companies under 250 employees.

Name, email, and mobile number of C Level executive, Head of Human Resources, and Head of Information Technology for companies over 250 employees at the minimum.

Provide qualification information including, number of employees, system currently in use and most pressing HR challenge

The Referral Partner shall fully complete and submit a form with details of the Referral (“the Referral Form”) to Xceed365

Upon receipt of Referral Form, Xceed365 shall send an email to the Referral’s email address indicated in the Referral Form, detailing the steps to be taken towards registration to receive the Xceed365 Service and become a Qualified Referral.

The Referral Partner may schedule a product demonstration which could be online or on the customer’s site (“Pre-Sales Activities”), after which the Referral Partner provides the PAM with details to prepare a proposal which would be sent back to the Referral Partner within 1 business day.

The Referral Partner follows up with the prospect to negotiate and sign up the Referral in collaboration with the PAM.

Xceed365 shall be responsible for the sales process to all Referrals, subject to the Parties’ continued good-faith cooperation in promoting the sales process to Referral.

4. QUALIFIED REFERRALS

“Qualified Referrals” mean Referrals

referred by Referral Partner to Xceed365 and approved as qualified prospect based on satisfactory answers to the qualification questionnaire

of whom Xceed365 has no prior record in connection with the Xceed365 Service, or who are not, at the time referred to Xceed365 by Referral Partner, in any contractual relations or ongoing negotiations with Xceed365 in connection with the Xceed365 Service;

who accept the Master Agreement / Terms of Service Agreement and acquire a yearly subscription within one hundred (100) days of being referred to Xceed365 by Referral Partner, at Referral’s discretion and without receiving any monetary or other incentive from Referral Partner

who are not rejected by Xceed365, and make at least one payment to receive the Xceed365 Service.

A Referral will be deemed rejected by Xceed365 if the Referral does not become a Qualified Referral within one hundred (100) days of first being submitted to Xceed365 by Referral Partner. On a case by case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the one hundred (100) day time limit for a particular Referral.

5. FEES

Xceed365 shall pay the Referral Partner referral fees in arrears at the applicable percentage of the fees (“Referral Fee Percentage”) (excluding any discounts) payable by the Qualified Referral pursuant to their initial order under the Master Agreement for the first year of the associated subscription (“Referral Fees”).

Xceed365 shall collect all fees directly from Referrals for the Xceed365 Service (“Subscription Fees”)

Referral Fees. Upon a Referral becoming a Qualified Referral, the Referral Agent shall earn a maximum of 10% of the first year’s Subscription Fee broken down as follows:

Referral Fee (5%): A Referral Partner may earn up to 5% of an annual subscription fees. The Referral Partner shall only receive Referral Fees on a Qualified Referral’s initial order and Referral Fees will accrue and be payable for, at most, one year from the date of becoming a Qualified Referral.

Such Referral Fees shall become payable and be paid to Referral Partner within seven (7) business days in which Subscription Fees attributed to such Qualified Referrals are paid to Xceed365. If a Qualified Referral terminates the Service prior to one year after becoming a Qualified Referral, the Referral Partner shall receive a pro-rata portion of the Subscription Fees paid by Qualified Referral to Xceed365

Pre-sales Fee (5%): A Referral Partner may earn up to 5% Pre-sales fee for participation in Pre-Sales Activities. In order to earn the Pre-Sales Fee, the Referral Partner must have undergone the Xceed365 Sales Specialist Certification and certified as an Xceed365 Sales Specialist.

For initial orders that have subscription terms in excess of one (1) year, Referral Fees payable with respect to the first year shall be determined proportionately to the total Subscription Fees payable pursuant to the initial order.

Associated charges. The Referral Partner shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and the Referral Partner shall indemnify, defend and hold Xceed365 harmless from and against any claims arising out or relating to all charges emanating from Xceed365’s payment of Referral Fees.

6. PAYMENT ARRANGEMENT

Except as otherwise agreed by the Parties, all payments shall be made by Xceed365 to the Referral Partner by electronic transfer.

Upon receipt of full payment of the first-year subscription, a purchase order would be issued to the Referral Partner by Xceed365, after which the Referral Partner shall submit an invoice to Xceed365.

Upon receipt of the invoice from Referral Partner, Xceed365 shall initiate a bank transfer within 5 business days of receipt of invoice.

7. TERM AND TERMINATION.

Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”), unless Xceed365 rejects Referral Partner’s application to participate in the Program.

Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive term of twelve (12) months (each, a “Renewal Term”), unless a Party gives written notice of termination to the other Party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.

Early Termination.

Without Cause. Xceed365 shall have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days’ prior written notice to Referral Partner.

For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days’ opportunity for the breaching Party to cure such breach.

Effect of Termination. From and following the date of termination of this Agreement, Referral Partner’s rights under this Agreement shall terminate, and Referral Partner shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.

Notwithstanding the foregoing, clauses 10 (Proprietary & Confidential Information), 11 (Intellectual Property) 13 (Indemnity), 14 (Limitation of Liability) and 16 (Governing Law & Dispute Resolution) shall survive such termination.

8. COSTS

Except as otherwise agreed by Parties, each Party agrees that it shall bear its own costs and expenses of whatsoever nature incurred in connection with the Agreement.Except as otherwise agreed by Parties, each Party agrees that it shall bear its own costs and expenses of whatsoever nature incurred in connection with the Agreement.

9. RELATIONSHIP OF THE PARTIES

Except as otherwise agreed , (i) this Agreement does not authorize or empower either Party to enter into any agreement on behalf of each other; and (ii) nothing in this Agreement shall be deemed to grant either Party the right to make any commitments for and on behalf of the other Party.

Except as otherwise agreed, each Party shall act as an independent contractor to one another and neither Party shall act as agent, representative, or partner of each other. Neither Party shall have the authority to bind the other Party for any purpose whatsoever and the employees of each Party shall not be deemed employees of the other.

Parties agree that the Referral Partner shall not be entitled to conclude agreements with any customer, make binding offers or accept offers regarding any of Xceed365’s services, or to receive any amount of money in the name or favour of, or on behalf of Xceed365.

Both Parties undertake to provide each other with all the assistance necessary for each Party to render its obligations under this Agreement.

Nothing in this Agreement shall construe the Referral Partner as a client of Xceed365 or a party to the agreement between Xceed365 and its Referrals.

The Referral Partner acknowledges and agrees that it is not an exclusive referral partner to Xceed365.

10. PROPRIETARY & CONFIDENTIAL INFORMATION

The Parties anticipate that under this Agreement, it may be necessary for either Party to transfer to the other information of a proprietary or confidential nature (the “Proprietary Information”). The Parties acknowledge that any such information is confidential and/or proprietary. The non-disclosing Party further acknowledges that all information disclosed to it by the disclosing party is considered Proprietary Information of the disclosing party.

Each Party agrees that it will use all reasonable and prudent efforts to protect the Proprietary Information of the other Party. Disclosure of such information shall be restricted to those individuals who are directly participating under this Agreement and as permitted pursuant to Paragraph III below.

Neither Party shall make any reproduction, disclosures or use of the other Party’s Proprietary Information except as follows: (i) Proprietary Information furnished by the disclosing Party may be used by the other Party solely in performance of its obligations under this Agreement; (ii) Proprietary Information furnished by the non-disclosing Party may be used by the disclosing Party solely in performance of its obligations under this Agreement; and (iii) Proprietary Information may be used as expressly permitted by a written authorisation signed by an officer of the disclosing party.

Subject to any other agreements between the Parties, which shall remain in full force and effect, the limitations on reproduction, disclosure, or use of Proprietary Information shall not apply to, and neither party shall be liable for reproduction, disclosure, or use of, Proprietary Information with respect to which any of the following conditions exists:

Prior to the receipt thereof under this Agreement, it has been developed independently by the Party receiving it, or was lawfully known to the Party receiving it, or has been lawfully received from other sources, including the disclosing party, provided that such other source did not receive it due to a breach of this Agreement or any other agreement between the Parties.

Subsequent to the receipt of such Proprietary Information under this Agreement (a) it is published by the disclosing party or is disclosed by the disclosing party to third parties, without restriction; (b) it has been lawfully obtained by the Party receiving it from other sources, without restriction, provided that such other source did not receive it due to a breach of this Agreement or any other agreement between the Parties; or (c) if such information otherwise comes within the public knowledge or becomes generally known to the public without fault of the receiving party.

Neither the execution and delivery of this Agreement nor the disclosure of any Proprietary Information by either Party to the other shall be construed as granting to the other party either expressly, by implication, estoppel, or otherwise, any license for any purpose under any invention, patent, trademark, or copyright now or thereafter owned or controlled by the disclosing party.

Notwithstanding the expiration of the other provisions of this Agreement, the obligations and provisions of this clause shall continue unless terminated in writing by both Parties.

11. INTELLECTUAL PROPERTY

All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in Xceed365 Marks, the Xceed365 Service and related content and technology around the world (“Xceed365 IP Rights”) are and will remain the exclusive property of Xceed365 and its subsidiary companies.

The License granted by Xceed365 to Referral Partner under Section 1 of the Business Terms is granted solely under the terms of this Agreement and in furtherance of its objectives. Referral Partner’s right to use the Licensed Marks is at the discretion of Xceed365 and is subject to Referral Partner’s compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations.

Referral Partner agrees to (a) not use any Xceed365 IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any Xceed365 IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Xceed365 IP Rights; (d) promptly notify Xceed365 of any unauthorized use of any Xceed365 IP Rights of which Partner has actual knowledge; and (e) always use the Licensed Marks and any other Xceed365 Marks in compliance with the Guidelines. Xceed365 may perform periodic reviews of any Marketing Materials presented by Partner, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Partner.

It is mutually agreed that neither Party shall acquire directly or by implication any rights in any intellectual property of the other Party under this Agreement, including, but not limited to copyrights in works, patents including software or hardware, any licence under any invention, patent, trademark or any similar rights (collectively “Intellectual Property”) created prior to the date of this Agreement or thereafter individually.

Intellectual Property created by one or more employees of one of the Parties during the term of this Agreement shall be the sole property of that Party. Intellectual Property released by the Party owning such Intellectual Property to the other Party (“the receiving party”):

shall be treated by the receiving party in accordance with clause 10 (Proprietary and Confidential Information); and

shall be treated by the receiving party in accordance with applicable copyright, patent and/or relevant intellectual property laws.

12. WARRANTY

Each party warrants that where required, it possesses the requisite licences, permits, authorisations and/or registrations required to perform their respective obligations under this Agreement.

13. INDEMNITY

The Parties shall indemnify, defend and hold each other harmless from and against any and all losses which may be incurred or suffered by either party resulting from any claim in respect of a breach of one or more of the representations and warranties made by either of the Parties in this Agreement. The Referral Partner shall protect, defend and hold Xceed365 and its subsidiaries, affiliates, officers and employees (the “Xceed365 Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Xceed365 Indemnified Parties arising from any of the following: (a) a breach of the Agreement by Referral Partner; (b) the negligence, gross negligence or willful misconduct of Partner or its employees, agents or contractors; or (c) a failure by Referral Partner or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore harmless from and against all claims, damages and expenses arising from the Referral Partner’s conduct of its business, marketing processes or performance of this Agreement.

14. LIMITATION OF LIABILITY

Xceed365 shall not be liable to the Referral Partner for loss of profit, anticipated profit, goodwill, incidental, indirect, punitive, special, consequential or exemplary damages whether foreseeable or not.

In no event shall Xceed365 be liable to the Referral Partner or any third party linked or introduced by the Referral Partner for an amount exceeding $USD100 (one hundred United States Dollars) for any and all claims for damages of any kind made by Referral Partner under this agreement.

15. NON-SOLICITATION

The Referral Partner covenants and agrees that during the term of this Agreement and for a period of 12 (twelve) months after its termination the Referral Partner shall not directly or indirectly, through an existing corporation, an affiliate or a subsidiary, solicit, hire for employment, any employee or staff of Xceed365.

16. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.

Any disputes arising under or in connection with the validity, interpretation and performance of this Agreement that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be resolved by Arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria.

The Parties shall endeavour in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree on the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide, in writing the reasoning for the award. The decision of any such arbitrator shall be final and binding on the parties.

Each party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both parties.

17. MISCELLANEOUS

Good Faith: Subject to the terms and conditions of this Agreement, each Party shall act in good faith and devote its best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

Modification of Agreement: Xceed365 may modify this Agreement from time-to-time at its reasonable discretion by updating on the Site or notifying Referral Partner via email. If Referral Partner objects to any such change, the Referral Partner may terminate this Agreement for cause. Referral Partner’s continued participation in the Program following updated changes to this Agreement shall constitute binding acceptance of this Agreement as amended.

Assignment: Xceed365 may assign this Agreement at any time. Referral Partner may not assign or transfer this Agreement without Xceed365’s prior written consent, such consent not to be unreasonably withheld.

No Waiver: Either Party’s failure to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of the first Party’s right to subsequently enforce such provision or any other provision of this Agreement.

Limited Warranty: Both Parties warrant that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, the Master Agreement, Privacy Policy and Guidelines. During the Term and after termination of this Agreement for any reason whatsoever, Referral Partner expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of Xceed365 and will not make, publish or allow to be made or published any disparaging remarks concerning Xceed365, its representatives, or the Xceed365 Service.

Disclaimer: Other than Xceed365’s express warranty, Xceed365 makes no other warranty, express or implied, of any kind and Xceed365 expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.

Force Majeure: A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of the Parties, including acts of government, acts of nature, strikes or riots, as well as improper performance by Xceed365’s suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party.

Entire Agreement; Severability: This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties’ respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Non-Disparagement: During the Term and for five (5) years thereafter, Referral Partner agrees that it will not disparage Xceed365 or any of its officers, directors or employees or otherwise take any action that could reasonably be expected to adversely affect Xceed365’s reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about Xceed365 or any its officers, directors or employees. The Parties agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in the Xceed365 refusing to enter into this Agreement.

Notices: All notices relating to this Agreement shall be delivered via email (with return receipt) or next-day mail to the addresses detailed in the Cover Page.