Clarus Referral Partners Program Agreement

1. Purpose of Agreement. The purpose of this Agreement is to set out the terms under which the Referral Partner may refer board members and executives (“Program Participants”) to the Cybersecurity Governance for Board of Directors Program and receive a referral fee.

2. Referral Fees. Clarus agrees to pay the Referral Partner a referral fee equal to 10% of the fee received by Clarus, paid in full by a new Program Participant referred by the Referral Partner.

A new Program Participant is defined as a person or organization not previously known to Clarus, not previously engaged with Clarus, and not already present in Clarus’s CRM at the time of referral.

Referral fees are calculated based on the total fee collected for the program with the new Program Participant.

3. Payment Terms. Clarus shall pay the Referral Fee within thirty (30) days after receiving full payment from the referred Program Participant.

Referral Fee payments from Clarus to the Referral Partner shall be made in U.S. dollars and paid by either check or transferred via wire or ACH to the Referral Partner’s designated bank account, or as mutually agreed. Clarus shall not be responsible for any currency conversion fees, exchange rate differences, or other costs associated with receiving funds in a currency other than U.S. dollars. The Referral Partner will be responsible for the transfer or wire fees and deducted from the payment.

If the Referral Partner operates within the United States, Clarus will issue an IRS Form 1099 by no later than January 28th of the following calendar year for all Referral Fees paid during the prior calendar year. If the Referral Partner operates outside the United States, the Referral Partner shall provide a completed IRS Form W-8BEN (for individuals) or W-8BEN-E (for entities) to certify foreign status for Clarus’ U.S. tax reporting purposes. The Referral Partner is solely responsible for complying with all applicable tax laws in its jurisdiction. Clarus shall have no liability for any taxes, duties, or related obligations incurred by the Referral Partner in connection with payments received under this Agreement.

4. Referral Process. The Referral Partner will register on the Clarus Learn website as a Referral Partner. You agree to provide accurate and complete Registration Data and that you shall inform us of any changes in your Registration Data. In your Referral Partner Dashboard will be the requisite materials for a hyperlink to our website. These materials will include the HTML code for the link and/or a selection of graphic files to which the HTML code should be applied. The HTML code as it appears in your Referral Partner Dashboard must be copied exactly and not altered in any way. Clarus retains full discretion to accept or reject any referred prospect. Referral Partner may not make any representations, commitments, fee quotes or offers on behalf of Clarus.

5. Term and Termination. This Agreement remains in effect until terminated by either party. Either Party may terminate the Agreement by giving 10 Business Days’ prior written notice to the other. Termination does not affect referral fees already earned before termination. All notices shall be in writing and delivered via email. Notices shall be deemed received upon confirmation of delivery.

6. Representations and Warranties. Subject to any express provisions to the contrary in this Agreement, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind us in any way.

7. Confidentiality. The Referral Partner agrees to maintain the confidentiality of Clarus’ business information, Program Participants information, and referral fee payout details, and to use such information solely for purposes related to this Agreement.

8. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

9. Limitation of Liability. Under no circumstances shall either Party be liable for any indirect, incidental, economic, special, punitive or consequential damages, whether for breach of contract, negligence or under any other cause of action, that result from the referral of a Program Participant contemplated by this Agreement.

10. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Palm Beach County, Florida, USA in accordance with the American Arbitration Association.

11. Governing Law. This Agreement and performance hereunder shall be governed by the laws of the State of Florida, USA without regard to conflicts of laws. Any action or proceeding based on this Agreement shall be brought only in the state or federal courts located in the State of Florida, USA.

12. No Assignment. The rights and the obligations of either Party under this Agreement shall not either severally or jointly be assignable by either Party.

13. Indemnification. Both Parties agree to indemnify and hold each other harmless regarding any losses or claims, including costs, expenses and reasonable attorney fees, arising as a result of their actions, inactions, obligations, or provision of any services pursuant to this Agreement.