INTERNET FEE REFERRAL AGREEMENT

This Internet Fee Referral Agreement (the “Agreement”) is entered into between 12-Month-Millionaire.com, (the “Company”) and the undersigned product or services Seller (the “Seller”).

RECITALS

Seller is interested in working with the Company in certain marketing and commerce arrangements.  Certain initially capitalized terms are defined in Exhibit 1 and certain additional terms are contained therein as well.

Therefore, the parties agree as follows:

1.       Promotion of Seller’s Products.  Seller grants to the Company a non-exclusive right to promote Seller’s Products during the term of this Agreement on or through the Company’s Web site at www.12-Month-Millionaire.com (the “Site”).  Seller’s Products will be promoted in the manner set forth in Exhibit 1.  Seller will reasonably cooperate with the Company to effect the transactions contemplated above.  Seller is solely responsible for all fulfillment and shipping and any costs associated therewith.

2.      Term and Termination. 

(a)     The initial term of this Agreement shall be 1 [month] from the date hereof.  Thereafter this Agreement will renew automatically for additional terms of six (6) months unless either party shall given written notice at least 15 days prior to any such renewal that the Agreement shall not so renew.

(b)     In the event of a material breach of this Agreement, the non-breaching party shall have the right to terminate this Agreement.  A party shall give notice of a material breach and the breaching party shall have fifteen (15) days to cure the breach before formal termination of this Agreement can occur.  The provisions of Sections 3, 4, 5, 6 and 7 will survive any termination of this Agreement.

3.         Compensation.  Seller will pay the Company a referral fee on Products sold to Company Customers, in the amount set forth in Exhibit 1.  Payments for the referral fee owed for all Products sold to Company Customers shall be made within 15 days after the close of the month in which purchases are made.  Any late payments of commissions shall not accrue interest at the any rate. It will be available a written commission report after the close of each month setting forth (1) Order numbers (2) the Products purchased by Company Customers with sales prices, (3) the commission owed to the Seller, and (4) such additional information as may be reasonably provided by Company. 

4.      Seller Content.  Seller shall provide to the Company all the information required to control the good working of the whole process..

5.      Intellectual Property Rights.  Neither party will acquire any ownership interest in each other’s intellectual property.  All names and other information concerning a Company Customer shall be deemed jointly owned by the Company and Seller with each side free to use such names and information as they see fit in compliance with applicable law. Company shall have the right to place the Seller’s logo, tradename and trademark on the Site as a means to identify the Seller’s Products and to otherwise use such items in connection with the purposes of this Agreement.  The Company shall follow all reasonable directions from the Seller concerning the protection under applicable laws of such logo, tradename and trademark.  Upon termination of this Agreement, neither party shall continue to make use of the other party’s intellectual property.

6.      Collection and Liability.

(a)     The Seller shall bear (i) all collection risk (including, without limitation, credit card fraud and any other type of credit fraud) with respect to sales of the Products and (ii) all responsibility and liability for the proper payment of all taxes which may be levied or assessed (including, without limitation, sales taxes) which may be levied in respect of sales of the Products. Seller agrees to provide customer service and support for the Products with reasonable responsiveness and turn-around times.

(b)     Company has no obligation to attempt to monitor or regulate the quality, suitability or content of the Products and Seller agrees to hold the Company harmless in the event of any claims by customers with respect to problems with the Products.  Company agrees to hold Seller harmless in the event of any claim by a Company Customer arising out of Company’s negligence or misconduct under this Agreement.  The Seller hereby represents and warrants to the Company that the Products will not infringe on or violate the intellectual property rights or other rights of any third party and will not contain any content which violates any applicable law, regulation or third party right.

7.      Miscellaneous.  This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements.  Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.  This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto.  This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement.  This Agreement will be deemed entered into in [state] and will be governed by and interpreted in accordance with the laws of the State of [state], excluding that body of law known as conflicts of law.  The parties agree that any dispute arising under this Agreement will be resolved solely through confidential binding arbitration in [city and state] before one arbitrator selected by the American Arbitration Association in accordance with its rules.  In the event of any dispute, each party shall bear its own attorneys fees, expert witness fees, and ½ of the arbitrator fees.  The provisions of this Agreement relating to payment of any fees or other amounts owed, payment of any interest on unpaid fees, limitation of liability, and warranties and intellectual property shall survive any termination or expiration of this Agreement.  The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.  The parties are independent contractors and not partners, joint venturers or agents of the other party.  Any expenses incurred by Company in connection with this Agreement are the sole responsibility of Company.

IN WITNESS WHEREOF, the parties have executed this Agreement Company 

By:  Francisco Moriones
Title: Affiliate Manager
Website: www.12-Month-Millionaire.com

EXHIBIT 1