Template: Referral Agreement

REFERRAL AGREEMENT

This Referral Agreement (the "Agreement") is made and entered between you, hereafter referred to as "Partner", and [Diennet Institute], hereafter referred to as "Company".

In consideration of the covenants and conditions hereinafter set forth, Company and Partner agree as follows:

1. SERVICES.

Partner shall perform the following services for the Company (the "Work").

Partner may from time to time refer business to Company.

2. PAYMENT FOR SERVICES.

a. Company agrees to maintain records of all Customer referred by Partner.

b. Company will pay Partner a royalty of$ 40. on the � Revenue� it receives through all sales referred by Partner at first hand.

c. Half the price on old patient that coming back after 3 years absence:$20.

d. Company will pay Partner a royalty of $5 . on the � Revenue� it receives through all sales referred by Partner at second hand.

e. Half the price on old patient that coming back after 3 years absence

f. Company will pay Partner a royalty of $4. on the � Revenue� it receives through all sales referred by Partner at third hand.

g. Half the price on old patient that coming back after 3 years absence

h. Company will pay Partner a royalty of $3. on the � Revenue� it receives through all sales referred by Partner at forth hand.

i. Half the price on old patient that coming back after 3 years absence

j. Company will pay Partner a royalty of $2. On the �Revenue� it receives through all sales referred by Partner at fifth hand.

k. Half the price on old patient that coming back after 3 years absence.

Payment Terms.

Company agrees to maintain records of all Customer transfers and resulting purchases, and will prepare regular reports to reflect this information. On a monthly basis, Company shall prepare a summary of all Customer transfers and purchases. This summary along with payment to Partner of the accumulated payments from Customer sales, will be made 4months after receiving payment :( because the treatment is 3 months and the customer can send back the treatment for 3 months.

3. TERM

This Agreement shall commence today and shall expire when one party will say so in writing, otherwise the Agreement will remain in place, until otherwise modified or terminated. Company will pay commissions to the Partner for the life of the working relationship between the Company and each Customer relationship referred and established by Partner on behalf of Company.

4. CONFIDENTIALITY AND OWNERSHIP

a. Partner recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term "confidential information" includes all information and materials belonging to, used by, or in the possession of the Company relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by Partner, or (b) information that subsequently becomes public through no act or omission of the Partner. Partner agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by Partner and whether or not disclosed to or entrusted to Partner's custody. Partner agrees that Partner shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the Company.

b. To the extent any inventions, technologies, reports, memoranda, studies, writings, articles, plans, designs, specifications, exhibits, software code, or other materials prepared by Partner in the performance of services under this Agreement include material subject to copyright protection, such materials have been specially commissioned by the Company and they shall be deemed "work for hire" as such term is defined under U.S. copyright law. To the extent any such materials do not qualify as "work for hire" under applicable law, and to the extent they include material subject to copyright, patent, trade secret, or other proprietary rights protection, Partner hereby irrevocably and exclusively assigns to the Company, its successors, and assigns, all right, title, and interest in and to all such materials. To the extent any of Partner rights in the same, including without limitation any moral rights, are not subject to assignment hereunder, Partner hereby irrevocably and unconditionally waives all enforcement of such rights. Partner shall execute and deliver such instruments and take such other actions as may be required to carry out and confirm the assignments contemplated by this paragraph and the remainder of this Agreement. All documents, magnetically or optically encoded media, and other tangible materials created by Partner as part of its services under this Agreement shall be owned by the Company.

5. RETURN OF MATERIALS

Partner agrees that upon termination of this Agreement, Partner will return to the Company all drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the Company. Partner will not retain any such materials.

6. WARRANTIES

Partner warrants that:

a. Partner's agreement to perform the Work pursuant to this Agreement does not violate any agreement or obligation between Partner and a third party; and

b. The Work as delivered to the Company will not infringe any copyright, patent, trade secret, or other proprietary right held by any third party; and

c. The services provided by Partner shall be performed in a professional manner, and shall be of a high grade, nature, and quality. The services shall be performed in a timely manner and shall meet deadlines agreed between Partner and the Company.

7. RELATIONSHIP OF PARTIES

Partner is an independent Partner of the Company. Nothing in this Agreement shall be construed as creating an employer-employee relationship, as a guarantee of future employment or engagement, or as a limitation upon the Company' sole discretion to terminate this Agreement at any time without cause. Partner further agrees to be responsible for all of Partner's federal and state taxes, withholding, social security, insurance, and other benefits.

8. OTHER ACTIVITIES

Partner is free to engage in other independent contracting activities, provided that Partner does not engage in any such activities which are inconsistent with or in conflict with any provisions hereof. Partner agrees not to induce or attempt to influence, directly or indirectly, any employee at the Company to terminate his/her employment and work for Partner or any other person.

9. MISCELLANEOUS

Governing Law. This Agreement will be governed and interpreted according to the law, without reference to principles of conflicts of laws. The parties expressly exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods, if applicable. Each party hereto expressly consents to the personal and exclusive jurisdiction of the state and federal courts located in San Francisco, California.

10. Entire Agreement

This Agreement and the Exhibits hereto constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersede any and all prior oral or written agreements. Each party acknowledges and agrees that the other party has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.