NON EXCLUSIVE REFERRAL AGREEMENT

THIS LIMITED CONTRACT (this “Contract”) ismade this dayof , 201 by and between the International Franchise Professionals Group, Inc. (herein after called the "IFPG"), itsmember consultants/brokers, (herein after called the “FRANCHISE CONSULTANT/BROKER"), and

(Hereinafter called the "FRANCHISOR").

WITNESSETH:

1.Scope of Engagement and Compensation Structure. TheFRANCHISOR agrees to accept referrals from the member FRANCHISE CONSULTANT/BROKERof qualified candidates for the purchase of the franchise opportunity offered by the FRANCHISOR, subject to the following terms, restrictions, and conditions:

The only compensation to the member FRANCHISE CONSULTANT/BROKERfor a referral resulting in a franchise sale is listed below. It is understood that the member FRANCHISE CONSULTANT/BROKERcollects one hundred percent (100%) of this referral fee. All referral fees shall be computed on franchise sales resulting from the member FRANCHISE CONSULTANT/BROKERreferrals actually completedand will be paid and delivered within 10 days of an executed franchise agreement between the referral andthe FRANCHISOR.

UNITED STATES REFERRAL FEES

Single Unit Referral Fee: (typically 55% of Franchise Fee)

Multiple Unit Referral Fee: (

Area / Master DevelopmentReferral Fee: ()

Veterans Franchise Referral Fee: (

Resale Unit Referral Fee: (

OUTSIDE THE UNITED STATES REFERRAL FEES

Single Unit Referral Fee:

Multiple Unit Referral Fee:

Area / Master Development Referral Fee:

Resale Unit Referral Fee: .

FRANCHISOR agrees that notwithstanding the foregoing referral fee compensation, should FRANCHISOR provide a greater referral feetoa competitor of IFPG or a different referral company then FRANCHISOR agrees to apply that same greater referral fee to theIFPG Non Exclusive Referral Agreement.In addition, FRANCHISOR agreestoexecute a newIFPG Non Exclusive Referral Agreementwith IFPG with the greater referral fee. Failure to do so will be considered a breach of this agreement and subject the agreement to termination.

FRANCHISOR also agrees to pay the member FRANCHISE CONSULTANT/BROKER the above commission for any additional sales to the referral within twelve (12) months from the initial sale. The commission shall be paid at time of closing the transaction. (Sale or re-sale of Franchise)

FRANCHISOR also agrees that any offers of compensation made by the FRANCHISOR over and above the aforementioned referral fees in the form of bonuses, temporary commission increases, temporary commission incentive programs to the member FRANCHISE CONSULTANT/BROKER, will be in writing and will be subject to the terms of this Contract.

Member FRANCHISE CONSULTANT/BROKER agrees to pay all expenses incurred for generation of referrals and is not to represent that the FRANCHISOR is in any way liable or responsible for such expense, and this contract shall not be construed as giving the member FRANCHISE CONSULTANT/BROKER any authority to ask for or charge such expenses on behalf of the FRANCHISOR.

Any referrals that do not result in a sale remain the property of the member FRANCHISE CONSULTANT/BROKER, and FRANCHISOR may not sell or otherwise disseminate the referral to any third party.

If FRANCHISOR has previously or is already working with a party that FRANCHISE CONSULTANT/BROKER refers to FRANCHISOR, unless immediate written notice is provided of said relationship FRANCHISOR and/or FRANCHISE CONSULTANT/BROKER agree to abide by and follow the terms of this agreement regardless of said prior relationship or the party already working with FRANCHISOR. This applies to sales and re-sales. The intent of this provision is to ensure that FRANCHISOR and FRANCHISE CONSULTANT/BROKER understand and acknowledge that when working on any transaction this referral agreement shall apply regardless of prior relationships or work performed unless agreed to otherwise in writing between the parties

Franchisor agrees that all and any referrals by FRANCHISE CONSULTANT/BROKERIFPG will be presented only the franchise stated in this document. FRANCHISOR shall not be allowed to refer the lead or referral from FRANCHISE CONSULTANT/BROKERto another Franchise or related entity of FRANCHISOR or to any other third party. Should FRANCHISOR use the lead or referral in violation of this agreement, FRANCHISOR acknowledges it shall be responsible to pay the commission as stated herein plus an additional $10,000. (This particular sentence of this provisions shall not be considered consent to misuse the lead or referral but rather a statement of damages for violating same.)

2.Term and Termination.This Contract is entered into as of the date first set forth above and will remain effect for five (5) years after such date, unless terminated in accordance with this agreement. If said document is not terminated then it shall automatically renew for another five (5) year term whereby these terms will remain in full force and effect.This Contract may be terminated by either party with ninety (90) days prior written notice. FRANCHISOR acknowledges that during the 90 day termination period all IFPG membership fees must be paid. Moreover, FRANCHISOR agrees to honor this Contract for referrals given to Franchisor prior to termination of this Contract for a period of twelve (12) months following the termination of this Contract.

3.Independent Contractor.FRANCHISE CONSULTANT/BROKER is and shall be an independent contractor and not an employee of the FRANCHISOR or the IFPG and therefore agrees and understands that as an independent contractor the member FRANCHISE CONSULTANT/BROKERis in business for itself, and responsible for his/her own social security taxes, withholding taxes, it’s own payroll, and any other taxes, and any insurance that may be required.

As an independent contractor, the member FRANCHISE CONSULTANT/BROKER shall generate its own business, using its own facilities and Buyers, at its own expense. If the FRANCHISOR should, from time to time, supply the member FRANCHISE CONSULTANT/BROKER with Buyers or potential Buyers, the member FRANCHISE CONSULTANT/BROKER shall still be paid its commission on any sale which results from the FRANCHISOR supplied Buyer as if it were the member FRANCHISE CONSULTANT/BROKERS's own Buyer.

4.Legal Compliance.The FRANCHISOR and member FRANCHISE CONSULTANT/BROKERare familiar with all federal and state laws, and applicable standards and regulations of any commission or agency of the government concerning franchising and agree to abide and comply with said laws, ordinances, rules, standards, regulations and interpretations thereof, and agree to save and hold harmless one another in the event one or the other shall not comply in this respect.

5.Acknowledgements.FRANCHISOR and FRANCHISE CONSULTANT/BROKER acknowledge that the IFPG is not performing any scope of services related to the actual transaction of the sale of any franchise for either FRANCHISOR or FRANCHISE CONSULTANT/BROKER. IFPG is only providing the opportunity for FRANCHISOR and FRANCHISE CONSULTANT/BROKER the potential to sell a franchise. FRANCHISOR and FRANCHISE CONSULTANT/BROKER agree not to claim any implied duties or scope of services against IFPG and acknowledge that IFPG is only providing services pursuant to its membership agreement between the parties.

The FRANCHISOR shall not be liable to the member FRANCHISE CONSULTANT/BROKER or his/her clients for any delay or failure in consummating transactions involving referrals provided by the member FRANCHISE CONSULTANT/BROKER, but FRANCHISOR agrees to use its best efforts to do so as promptly as possible.

6.Severability.It is mutually agreed that all the agreements and covenants contained herein are severable and that, in the event any of them shall be held to be invalid by any competent court, this Contract shall be interpreted as if such invalid agreements or covenants were not contained herein.

7.Entire Agreement.This Contract constitutes the entire agreement between the parties hereto, and supersedes any prior oral or written agreements. This Contract may be amended or modified only by an instrument in writing executed by the parties hereto. Any representations relied upon are contained within this Contract, and any understanding or representation not contained herein is not valid or binding.

8.Governing Law.This Contract shall be construed in accordance with the laws of the State of New Jersey. Exclusive jurisdiction and venue for any cause of action arising out of this Contract shall be limited to the state or federal courts of Middlesex County, NJ or Arbitration to take place inMiddlesex County, NJ, in IFPG’s sole discretion.

9.Franchise Resale. FRANCHISOR acknowledges that should there be a resale of any franchise listed on or previously listed on IFPG which is the subject of a transaction between FRANCHISOR and/or FRANCHISE CONSULTANT/BROKER , FRANCHISOR shall ensure that FRANCHISEE pays FRANCHISE CONSULTANT/BROKERits commission. If FRANCHISEE does not pay FRANCHISE CONSULTANT/BROKER its commission, FRANCHISOR agrees that it shall pay FRANCHISE CONSULTANT/BROKER its commission. FRANCHISOR shall then seek to recoup this payment of the commission from its FRANCHISEE only.

10.Limited Use of Intellectual Property.FRANCHISOR upon execution of this agreement provides limited rights to IFPG and IFPG'S FRANCHISE CONSULTANTS/BROKERS to use its franchise logo, image, trademark’s photos and other intellectual property solely for the purpose of advertising the franchise for sale. FRANCHISOR agrees to indemnify and defend IFPG concerning any claims, demands or damages for use of said logo, image, photos (whether taken by FRANCHISOR or third party), trademark’s and other intellectual property by any third party.

11.Indemnity.FRANCHISE CONSULTANT/BROKER agrees to indemnify and hold harmless the FRANCHISOR from any and all third-party claims, demands, damages, actions, causes of action, liability, expenses, or costs arising out of or due to any acts or statements or omissions or failures to act by the FRANCHISE CONSULTANT/BROKER. However, said indemnity and hold harmless is limited to circumstances which are directly related to or within the limited scope of services provided and in the direct control of FRANCHISE CONSULTANT/BROKER.

FRANCHISOR agrees to indemnify and hold harmless the FRANCHISE CONSULTANT/BROKER from any and all third-party claims, demands, damages, actions, causes of action, liability, expenses, or costs arising out of or due to any acts or statements or omissions or failures to act by the FRANCHISOR. However, said indemnity and hold harmless is limited to circumstances which are directly related to or within the limited scope of services provided and in the direct control of FRANCHISOR.

12.International Sales.FRANCHISOR acknowledges that if International sales (franchise sales or re-sales outside the United States) have a different commission structure than that must be listed above. If this International commission is not specified then FRANCHISE CONSULTANT/BROKER is entitled to full commission listed in under United States Referral.

13.Terms & Conditions. FRANCHISOR acknowledges that its membership with IFPG and the use of the IFPG website and services is governed not only by this agreement but the Terms & Conditions contained on the website which can be located at:

14.Dispute Resolution.FRANCHISE CONSULTANT/BROKER, and FRANCHISOR agree that should any dispute arise between them they shall make good faith attempts to resolve said dispute between themselves.

15.Electronic Signatures.The Parties agree that should electronic signature be used to execute this document, same shall be fully binding upon the party electronically signing. No defense as to the document not being binding shall be raised as a result of using electronic signatures.

Signature:

For the FRANCHISOR:

Date ______

Signature / Title

Franchisor:

Title:

Address:

Telephone:

Please email this executed form to

or fax to (888) 897-3946

International Franchise Professionals Group, Inc.

499 Ernston Road, Suite B9

Parlin, NJ 08859

Telephone: 888-977-IFPG

Fax: (888) 897-3946

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