MASTER SOLAR SALES – AFFILIATE AGREEMENT

This Master Solar Sales – Affiliate Agreement (this “Agreement”) is made effective on _______________ (the “Effective Date”) between Infusion Solar Group LLC, a Florida Limited Liability Company (the “Company”), and _______________________ (the “Affiliate”).

RECITALS

A. The Company is in the business of procuring Customers that directly enter into (i) Solar Customer Contracts with the Company or with Solar Financing Companies arranged by the Company, (ii) Solar Installation Contracts with the Company or with Solar Installation Companies arranged by the Company, and (2) entering into Affiliate agreements to market and/or sell Solar Customer Contracts and Solar Installation Contracts as directed by the Company (collectively, the “Company Business”).

B. Pursuant to the Company’s current business model, the Company or Solar Financing Companies and Solar Installation Companies arranged by the Company supply to Customers residential photovoltaic solar power production systems (the “Solar Products”), and Customers utilize the energy produced from such Solar Products.

C. Pursuant to the Solar Installation Contracts, Solar Installation Companies supply and install the Solar Products at the residences of Customers.

D. Affiliate desires to act as a Affiliate of the Company and to generate (i) Solar Installation Contracts that will be tendered exclusively to the Company or to a Solar Installation Company as directed by the Company, and (ii) Solar Customer Contracts that will be tendered exclusively to the Company or to a Solar Financing Company as directed by the Company within “Territory” (collectively, the “Affiliate Services”).

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

AGREEMENT

1. Definitions. In addition to the terms defined elsewhere in this Agreement, certain capitalized terms are set forth and defined in Exhibit C attached hereto.

2. Term and Termination.
2.1. Term. The initial term of this Agreement shall begin on the Effective Date and shall continue until the expiration of one (1) year from the Effective Date, unless sooner terminated pursuant to this Section 2 hereof (the “Initial Term”).

2.2. Termination with or without Cause. Notwithstanding anything to the contrary contained herein, the either Party to this Agreement may, in its sole discretion, determine to terminate this Agreement immediately with Cause or 15 (fifteen) days’ notice without cause. For the purposes of this Agreement, “Cause” shall mean (i) the failure of Affiliate and its Recruited Affiliates to refer each and every of its respective Solar Customer Contracts and Solar Installation Contracts as directed by the Company in its sole discretion; (ii) the failure of Affiliate to use its best efforts to attempt to sell the Affiliate Services to potential Customers in an attempt to generate Customers; (iii) misappropriation of any Company property; (iv) failure to perform the Affiliate Services in a competent manner or to the Company’s satisfaction; (v) conduct that reflects unfavorably on the Company; or (vi) failure of Affiliate and/or its Recruited Affiliates to comply with any provision in this Agreement. , if any of the following events occur:

In addition, the Agreement may be terminated: a) By either Party on provision of (7) days written notice to the other Party; b) By either Party, effective immediately on receipt of written notice of termination, if any of the following events occur: i-Either Party becomes the subject of a proceeding under bankruptcy, receivership, insolvency, or similar law, which is not dismissed within (7) days after being instituted; ii-Breach of this Agreement; iii-The other Party fails to cure a material breach of this Agreement within (21) days after receipt of written notice of such breach and opportunity to cure; -This Agreement, or the actions of either Party, is found to be in violation of any law, other than a technical violation that is curable and cured within (21) days after receipt of written notice of such violation.

2.3. Consequences of Termination. Upon termination of this Agreement, Affiliate shall (a) immediately discontinue its use of the Company’s trade name, all proprietary information of the Company, and any and all of the Company’s intellectual property, including any of the Company’s intellectual property or trade secrets which may have been altered or adopted as part of Affiliate’s own intellectual property, (b) immediately discontinue making any representations or statements from which it might be inferred that a current business relationship exists between Affiliate and the Company, any Sales Installation Company or Sales Financing Company, (c) cease to perform the Affiliate Services (but will not act in any way to damage the business or reputation of the Company), (d) not be entitled to any Commission, or other amounts except those earned before termination, (e) any and all advanced amounts not constituting Commissions that were previously made by the Company to Affiliate shall become immediately due and payable to the Company, (f) continue to be bound by Section 8 hereof during the non-solicitation period, as applicable, and (g) continue to treat any and all proprietary information as secret and confidential. Further, termination of this Agreement for any reason shall not release either Party from any liability which at the time of termination has already accrued to the other Party or which thereafter may accrue in respect of any act or omission prior to termination, or from any obligation which is expressly stated herein to survive termination. In addition, Affiliate shall immediately return to the Company, at Affiliate’s expense, all Proprietary Information of the Company then in Affiliate’s possession or under the Company’s control. In the event this Agreement is terminated by Company for Affiliate or its Recruited Affiliates’ failure to exclusively provide the Affiliate Services for Company then Company shall withhold 10% of any remaining compensation/commissions (including “pipeline” compensation) that Company owes to Affiliate in addition to any other remedy available to Company. The above remedies are non-exclusive and do not limit, in any way, Company’s other remedies it may seek under law and equity for Affiliate’s breaches of this Agreement.

3. Obligations.
3.1. Grant. The Company hereby grants to Affiliate the non-exclusive right to perform the Affiliate Services in territories listed on the Company’s then-current list of approved territories (collectively, the “Territory”), which may be updated from time to time. Affiliate may use Recruited Affiliates to perform its obligations hereunder; provided, however, that Affiliate is obligated to train and supervise such Recruited Affiliates. Affiliate covenants and agrees that it will only generate Solar Customer Contracts and Solar Installation Contracts using sales methods and tactics which comply with all applicable rules and regulations in the applicable jurisdiction; provided, however, that Affiliate will not conduct sales through telemarketing methods unless approved by the Company in advance in writing in the Company’s sole discretion.

3.2. Territory. Affiliate shall not, and shall cause the Recruited Affiliates to not, perform the Affiliate Services outside of the Territory without obtaining the prior written approval of the Company.

3.3. Performance of Affiliate Services. Affiliate shall use its best efforts to perform the Affiliate Services and shall cause the Recruited Affiliates to use their respective best efforts to perform the Affiliate Services.

3.4. Certain Covenants. Affiliate covenants and agrees that it (i) will not, and does not have the authority to, enter into any agreement, whether written or oral, with any person or business entity on behalf of the Company, (ii) will make no express or implied warranty with respect to any of the Affiliate Services and will cause the Recruited Affiliates to do the same, and (iii) will not accept any payment, fees, or other consideration from any Solar Installation Contract or Solar Customer Contract on behalf of the Company, any Solar Installation Company or any Solar Financing Company.

3.5. Affiliate Covenants. Affiliate shall cause the Recruited Affiliates, to comply with good business practices. Affiliate shall cause the Recruited Affiliates to, only use the then-current sales, marketing, and other documentation identified by the Company regarding the Affiliate Services and will not add to, supplement, delete from, or modify any such documentation without the prior written consent of the Company. Affiliate hereby agrees that the Company shall have and is hereby assigned any and all right, title, and interest in and to any such suggested modifications, design changes, or of or to the Affiliate Services without the payment of any additional consideration therefore, either to Affiliate, its employees or agents, or other customer or client of either Affiliate or the Company, and that such modifications, design changes, or improvements shall be considered as “work for hire”. Affiliate agrees not to take any action that may reasonably be expected to have an adverse effect on the Company’s operations.

3.6 Confidentiality. Affiliate understands and acknowledges that, during Affiliate’s relationship with the Company under this Agreement, Affiliate has had and will have access to and has learned and will learn (i) information proprietary to the Company and its affiliates (collectively for purposes of this Section 3.5, the “Company”) that concerns the operation and methodology of the Company Business as the same is now and hereafter conducted by the Company, and (ii) other information proprietary to the Company, including, without limitation, trade secrets, know-how, prices, Customer and supplier lists and data, Customer databases, pricing and marketing plans, policies and strategies, details of Customer and supplier relationships, operations methods, sales techniques, business acquisition plans, the identity of independent contractors, employees and other Recruited Affiliates, new recruitment and personnel acquisition plans, processes, patent and trademark applications, Web sites, Internet addresses, email addresses and domain names, including all software, information and processes necessary to operate the Company’s Web site, and all other confidential information with respect to the Company Business (collectively, “Proprietary Information”) shall be the sole and exclusive property of the Company.

Affiliate agrees that, from and after the Effective Date, Affiliate will keep confidential and will not disclose directly or indirectly any such Proprietary Information to any third party, except as required to fulfill Affiliate’s duties as an Affiliate of the Company during the Initial Term and any Renewal Term of this Agreement, and will not use such Proprietary Information except for the Company’s benefit and for the Company Business and will not misuse, misappropriate, or exploit such Proprietary Information in any way. Affiliate covenants and agrees that it will not disclose the terms and conditions of this Agreement to any person or entity, other than to Affiliate’s legal counsel. The restrictions contained herein shall not apply to any information that was (a) already available to the public at the time of disclosure, or subsequently becomes available to the other than by breach of this Agreement, or (b) disclosed due to a requirement of law, provided that Affiliate shall have given prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order with respect to such disclosure.

3.7 Leads/appointments. Company will provide leads and/or preset appointments to Affiliate: All provided leads and appointments must be processed exclusively through the company. If it is deemed that the affiliate is misappropriating the leads, by either submitting, selling or providing to a different solar entity, competitor or lead provider, said offence, will result in forfeiture of all commissions due. In addition, a cost of $300 per lead will be assessed to the affiliate.

3.8. Compliance with Law. Affiliate represents and warrants that it is in compliance and Affiliate covenants and agrees to remain in compliance during the Initial Term and any Renewal Term hereof) with all applicable federal, state, local and foreign laws, regulations, or orders with respect to the Affiliate Services and the obligations of Affiliate. In addition, the Affiliate is responsible for the cost of all fines, if any, arising out of Affiliate’s failure to keep himself in compliance with law.

3.9. Subcontractors. Affiliate may not hire or contract with any subcontractor or third-party entity assists Affiliate in its performance of the Affiliate Services without the express written approval of Company. Affiliate must notify Company of its desire to contract with any subcontractor or third-party entity to assist Affiliate in its performance of the Affiliate Services. Company, in its sole discretion, may permit or deny Affiliates request to contract with any subcontractor. Should Company agree to allow Affiliate to contract or hire a subcontractor/third party entity to assist Affiliate in its performance of the Affiliate Services then said subcontractor/third party must sign a separate affiliate agreement with Company whereby Company will agree to pay subcontractor directly (instead of through Affiliate), and whereby said subcontractor will be bound by the Company’s terms and conditions of its affiliate agreements. This provision does not apply to Affiliates recruitment of Recruited Affiliates.

4. Tender Process of Required Documents; Accepted Contract Package; Entitlement to Commission.

4.1. Exclusive Tender of Required Documents. Affiliate agrees that it and its Recruited Affiliates/Affiliates will only provide the Affiliate Services for Company during the Term (and any renewal term) of this Agreement. Affiliate hereby covenants and agrees that it must exclusively tender to the Company all potential Customers and Required Documents generated by any of them during the Initial Term and any Renewal Term hereof. Affiliate covenants and agrees not to (i) retain Required Documents or Customers for its own account or the account of others, or (ii) retain a potential Customer, Customer or Required Documents for its own account or otherwise tender the Required Documents to any Solar Financing Company or Solar Installation Company or to any of their respective competitors, other than via the Company and as directed by the Company. Affiliate acknowledges that the Company may subsequently tender the Required Documents generated by Affiliate to a Solar Installation Company and/or a Solar Financing Company in the Company’s sole discretion.

4.2. Acceptance of Required Documents; Accepted Contract Package. The acceptance of the Required Documents shall be initiated by a Customer completing the Required Documents identified by the Company for such Customer, and Affiliate’s delivery to the Company of the same. Specifically, for any Required Documents pertaining to a potential Customer to be an Accepted Contract Package and to be eligible for a Commission, Affiliate must (i) upload to the Company’s home portal at portal.freedomforever.com (or such other location as may be designated from time to time by Company) a PDF copy of the Required Documents within two (2) calendar days of execution, and (ii) notify Company via email (or to such other address as Company may provide from time to time) that the documents have been uploaded. Failure to timely upload the scanned copy and to send an email confirmation will result in Affiliate receiving no consideration for an Accepted Contract Package, and to the extent that any Commission or amounts delivered in advance of a Commission has been paid to Affiliate prior to the expiration of the time periods referenced in (i) and (ii) above, such amounts must be refunded to the Company within three calendar days after notice by the Company. Upon delivery of the Required Documents, the Company shall determine, in its sole discretion, whether (i) such Required Documents are complete, and (ii) whether to tender such to a Solar Installation Company and a Solar Financing Company. If the Company determines to tender such Required Documents to a Solar Financing Company and a Solar Installation Company, and if such are accepted by such Solar Installation Company and Solar Financing Company pursuant to their respective policies and procedures, then the Company shall notify Affiliate in writing, by email or by a Company website.

4.3. Commission. Affiliate shall be entitled to, and shall otherwise have “earned,” a Commission when (i) the Solar Products are properly installed pursuant to the Company’s policies and procedures, including, without limitation, that power has been approved to be turned on and, in fact, the power has been turned on, and (ii) the Accepted Contract Package as Installed is otherwise in Good Standing. Once earned, the amount of the Commission to be paid to Affiliate for each Accepted Contract Package as Installed is either set forth on or determined pursuant to Exhibit A hereto, all subject to the terms and conditions of this Agreement. Affiliate acknowledges and agrees that the amount of the Commission will be on an As Installed basis if there is any “Change order” or deviation from the submitted Accepted Contract Package. Affiliate further acknowledges and agrees that unless the Required Documents pertaining to a customer are both (y) an Accepted Contract Package, and (z) in Good Standing, then Affiliate is not entitled to any compensation or commission hereunder (including, but not limited to, the Commission) for any Required Documents generated hereunder.

4.4. Commission Schedule. Affiliate if it opts to do so can receive an upfront payment called Milestone 1 or M1, which is capped at $1000 for self-generated accounts once the account is to the stage of Scope of Work approved (Per Freedom Forever’s current standards).

The install portion of the Commissions will be paid out after installation equating 80% of the remaining commission, called Milestone 2 or M2. The other 20% of the remaining Commissions will be paid out after PTO has been reached, called Milestone 3 or M3. This is subject to change as Freedom Forever with its lenders can change this at Freedom Forever and or the lenders discretion.

The upfront payment of a Commission will be made through direct deposit on the Friday following completion of the site survey and the remainder of the Commission on the second Friday following installation. There is a Site Audit charge of $150 on any projects that a Site Audit is done. This will not be charged if the installation does not take place (if attrition rate stays ten percent). Site Audit Fees are not considered adders.

4.5. Commission Schedule. The Commission for each Accepted Contract Package that is comprised of the negotiated sales price and a complex formula set forth by Freedom Forever. Because of the unique relationship between Freedom Forever, Solar Pro’s and Infusion Solar Group: Freedom Forever will pay Affiliate 50% of the M1, M2 and M3 payments and the company will pay the balance of commissions due for each milestone. (See Addendum 1). Company’s obligations to pay Commissions shall survive termination of this Agreement.

4.6. FOR CANCELLED ACCOUNTS. If Freedom Forever, charges Company back for any amount on a job that Affiliate has been paid on, Affiliate will be charged back for that exact same amount from Company. Affiliate is obligated to pay back any chargebacks of Affiliate sales reps.

5. Taxes. Each Party hereto shall be responsible for their own respective tax obligations.

6. Proprietary Rights. Affiliate acknowledges that the Company is the owner of or has exclusive right to sell the Affiliate Services under this Agreement and as such is the owner of all right, title, and interest in the Affiliate Services. Nothing in this Agreement shall give Affiliate any right, title, or interest in or to any proprietary information or data first belonging to the Company or to proprietary information provided by the Company to Affiliate during the term of this Agreement in accordance with this Agreement.

7. Non-solicitation.
7.1. During the term of this agreement, and for a period of twelve (12) months thereafter, (the “Non-solicitation Period”), both Affiliate and Company agree that it shall not, directly or indirectly, recruit, solicit, induce, or influence (or seek to induce or influence) any person who is employed by or otherwise contractually engaged by, or acts as a Affiliate, consultant, independent contractor, or sales person of the other party, to terminate or alter its relationship with the Company.

7.2 Except as permitted by the Company or as is otherwise necessary to carry out Affiliate’s duties, during the Non-solicitation Period, Affiliate shall not, directly or indirectly, call on or solicit any person, business or other entity who or which is, or had been within the prior three years, a customer or potential Customer, or supplier or potential supplier, of the Company with respect to the Company Business or any business similar to or competitive with the Company Business as of the termination of Affiliate’s relationship with the Company under this Agreement, as the case may be.

7.3. Affiliate warrants that one of the fundamental expectations of Affiliate and the Company with respect to Affiliate’s solicitation of Solar Customer Contracts is that the Customer will become a customer of the Company, Sales Installation Companies and/or Solar Financing Companies. Accordingly, in consideration of the Company’s payments set forth in this Agreement and in consideration of other good and valuable consideration, Affiliate shall not, at any time during any initial or renewal term of a Solar Customer Contract, directly or indirectly, in any capacity (including, without limitation, for himself, or on behalf of any other person or entity, or as an employee, officer, director, manager, Affiliate, shareholder, agent, independent contractor, or other similar person of another person or entity) contact, solicit, or attempt to contact or solicit or accept unsolicited solar installation fees or business from the Customer to whom such Solar Customer Contract related. In furtherance of the foregoing, but without limiting the same, without the prior written consent of the Company, which may be given or withheld in the Company’s sole discretion, Affiliate shall not sell or convey any Customer lists or other confidential information of the Company or otherwise related to the Solar Customer Contracts and the Customers to any other person nor offer to sell solar or other equipment to any Customer, other than in connection with the Company’s provision of normal in-warranty maintenance services.

8. Independent Contractor; Changes to Affiliate Services and Certain Affiliate Pricing; Certain Company Retained Rights.

8.1 Independent Contractor Status. Affiliate is an independent contractor and is not an agent or employee of Company, and has no authority to bind Company by contract or otherwise. Contractor understands that it is solely responsible for its own licenses, registrations, bonds, taxes, insurance (including workers compensation), equipment, and materials. None of the terms set forth in this Agreement will be construed as creating a partnership, joint venture, agency, master servant, employment, trust, fiduciary relationship, or any other relationship between Company and Affiliate, and Affiliate will remain an independent contractor in its relationship with Company at all times. Affiliate shall perform the Affiliate Services under the general direction of Company, and subject to the requirement that Affiliate shall comply at all times with applicable law and the policies and procedures of Company, but Affiliate shall determine, in Affiliate’s sole discretion, the manner and means by which the Services are accomplished. Affiliate will report income all payments received by Affiliate pursuant to this Agreement and is responsible for the payment of all applicable federal, state, and local taxes.

8.2. Changes to Affiliate Services and Certain Affiliate Pricing. Without limiting the foregoing set forth in Section 8.1, upon delivery of at least five Business Days written notice, the Company reserves the right in its sole discretion to make any changes to the Affiliate Services, and the timing of payment of Commissions or of advanced Commissions. Certain Company Retained Rights. The Company retains the right to (a) refuse to enter into agreements concerning the Affiliate Services for lack of capability or for any other reason, (b) direct the Affiliate that the Company will not accept any Required Document or Accepted Contract Package from any Recruited Affiliate that the Company deems in its sole discretion reflects unfavorably on the Company.

9. Other Agreements. This Agreement contains the complete agreement between the Parties and shall, as of the effective date hereof, supersede all other agreements between the Parties relating to the subject matter hereof. The Parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement or the execution and delivery hereof except such representations as are specifically set forth herein.

9.1. Forbearance - No Waiver. Forbearance or neglect on the part of either Party to insist upon strict compliance with the terms of this Agreement shall not be construed as or constitute a waiver thereof.

9.2. Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of law. By executing this Agreement, the parties agree to submit to the exclusive jurisdiction of and agree to the venue of the courts of the State of Florida and not to bring an action in any court of law located outside the State of Florida.

9.3. Indemnification. In the event any willful act or omission of Affiliate, including without limitation any willful breach of a representation, warranty, or covenant under this Agreement, causes or results in the (i) claim, loss, damage to, or destruction of property of the Company or any Solar Financing Company or Solar Installation Company, or any of their respective affiliates, members, shareholders, officers, employees, independent contractors’ managers or third parties (collectively, the “Affiliates”), then Affiliate shall indemnify, defend, and hold the Company, the Seller Financing Companies, and Solar Installation Companies and their Respective Affiliates harmless from and against any and all claims, actions, damages, demands, liabilities, costs, and expenses including attorneys’ fees and expenses, resulting therefrom.

9.4. Limitation of Remedies and Liabilities. In no event shall the Company be liable for any incidental, consequential, special, exemplary, or indirect damages, including lost business profits, or loss, damage, or destruction of data, regardless of the form of action, arising out of or in connection with this Agreement or any provision thereof, or the use, the results of, or the inability to perform the Affiliate Services hereunder. All the limitations stated in this Section shall apply to all causes of action in the aggregate, including without limitation indemnification, breach of contract, breach of warranty, negligence, liability, misrepresentation, and other torts.

9.5. Assignment; Change of Control. Affiliate may not assign its rights or obligations or any part thereof, under this Agreement to any person or entity party without first obtaining the other Company’s written consent. The Company may unilaterally assign this Agreement to any affiliate of the Company or third party without notice to Affiliate. Affiliate understands and agrees that the Company may be an authorized Affiliate for other companies, and that the Company may, in its sole discretion, engage other companies or other solar financing and installation companies in its sole discretion. Upon any assignment by the Company, neither the Company nor its owners shall have any further liability under this Agreement so long as the assignee thereof agrees in writing to assume all of the Company’s obligations hereunder. Any assignment of this Agreement shall be binding upon and inure to the benefit of the permitted successors, Affiliates, administrators, and assigns of the Parties hereto.

9.6. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.

9.7. Setoff. The Company may offset any amounts owed to the Company by Affiliate against any Commission or other amounts owed to Affiliate by the Company.

9.8. Survival of Provisions. Notwithstanding the expiration or termination of this Agreement or any extension or renewal period, it is acknowledged and agreed that those rights and obligations which by their nature are intended to survive such expiration or earlier termination shall survive.

9.9. Voluntary Agreement. Each party to this Agreement has read and fully understood the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, has executed this Agreement based upon such party’s own judgment and advice of counsel (if any), and knowingly, voluntarily, and without duress, agrees to all the terms set forth in this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party.

10. SUCCESSORS AND ASSIGNS. All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

11. NO IMPLIED WAIVER. The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

COMPANY :Infusion Solar Group LLCAffiliate:
Name :David GoodsteinName:________________
Title :CEOAddress:_______________________'
Signature:Signature:___________________
Date:____________

Addendum 1