Referral Partner Agreement

This Referral Partner Agreement (the "Agreement") is entered into between NextGen Coding Company ("NextGen", "we", "us") and the individual or entity that creates a partner account and submits a partner application through the NextGen partner portal (the "Partner", "you").

By creating a partner account, submitting a partner application, or registering a referral through the portal, you accept this Agreement in full on behalf of yourself and any entity you represent, and you confirm you have authority to do so. Agreement version 2026-08-v1.

The Partner is an independent contractor. Nothing in this Agreement creates a partnership in the legal sense, a joint venture, an agency, a franchise, or an employment relationship between the parties.

The Partner has no authority to bind NextGen, to enter into contracts on its behalf, to quote prices, to commit to scope, timelines, or service levels, or to represent itself as an employee, agent, or authorised representative of NextGen. NextGen has no authority to bind the Partner.

Each party bears its own costs of performing under this Agreement, including its own taxes, insurance, and personnel costs. This Agreement is non-exclusive: either party may enter into similar arrangements with third parties, and NextGen may pursue and accept business from any source not subject to an active registration under section 4.

A "Referral" is a prospective client introduced to NextGen by the Partner. A Referral becomes a "Qualified Referral", and therefore eligible for a referral fee, only when all of the following are true:

• the Partner registered the prospective client in the partner portal and NextGen accepted that registration under section 4;
• the prospective client was not, at the time of registration, an existing NextGen client, an active opportunity in the NextGen pipeline, or the subject of an active registration by another partner;
• NextGen and the referred client subsequently execute a statement of work or equivalent engagement contract; and
• the registration was still within its protection window when that contract was executed.

The Partner is responsible for ensuring it has any consent required to share a prospective client's contact details with NextGen and that doing so does not breach any agreement the Partner has with that client or a third party.

Referrals must be registered through the partner portal before the introduction is made. A registration is timestamped on submission. NextGen reviews each registration and either accepts it or declines it, stating the reason for a decline.

NextGen will decline a registration where the company is already an active client, is already an active opportunity in the NextGen pipeline from another source, or is subject to an unexpired registration by another partner. The portal will not permit two active registrations on the same company; the earlier accepted registration prevails.

An accepted registration entitles the Partner to a referral fee on the registered company for 90 days from the date of acceptance (the "Protection Window"). Where an opportunity is demonstrably progressing as the Protection Window nears its end, NextGen will extend the window on request. A Protection Window that expires without an executed statement of work lapses, and the account is no longer subject to that registration.

NextGen will pay the Partner a referral fee on each Qualified Referral, calculated on revenue NextGen actually collects from the referred client, at the following rates:

• Custom software — fixed fee — 10% of total project fees collected. Paid on fixed-scope custom software builds. The fee is calculated on fees actually collected from the referred client, excluding pass-through costs, third-party licences, and travel.
• Custom software — time & materials — 7.5% of collected revenue, first 12 months. Paid monthly on time-and-materials engagements for the first twelve months of billing following the executed statement of work.
• Staff augmentation / dedicated pods — 5% of collected revenue, first 12 months. Paid on retained engineering pods and staff augmentation placements for the first twelve months of billing on that engagement.

Referral fees are calculated on net collected revenue and exclude pass-through costs, third-party software licences and subscriptions, hardware, cloud infrastructure billed at cost, travel and expenses, and any taxes.

No referral fee is payable on amounts NextGen does not collect, including amounts written off, refunded, credited, or lost to client insolvency. Where a fee has already been paid on revenue subsequently refunded or reversed, the corresponding portion is offset against the Partner's next payment or, if no further payment is due, repaid to NextGen on request.

Referral fees are calculated once NextGen has collected payment from the referred client and are paid within 30 days of the end of the month in which that payment was received. NextGen pays no fee on amounts it does not collect.

The Partner is responsible for issuing a valid invoice where required, for providing accurate payment and tax details, and for all taxes arising on referral fees it receives. NextGen will withhold tax only where required by law. Payments are made in US dollars.

The Partner may query a fee calculation within 90 days of payment, and NextGen will provide the collection detail on which that calculation was based for the referred client in question. NextGen is not required to disclose commercial terms of the client engagement beyond what is necessary to substantiate the fee.

The Partner will:

• represent NextGen's services accurately and only using materials NextGen has provided or approved;
• comply with all applicable laws, including anti-bribery, anti-corruption, data protection, and anti-spam laws, in identifying and introducing prospective clients;
• disclose the referral relationship to a prospective client where required or where asked; and
• not make any warranty, guarantee, or commitment on NextGen's behalf.

The Partner will not:

• use NextGen's name, logo, trade marks, or materials in its own marketing without prior written approval, which NextGen grants routinely for co-branded introductions;
• register a company it does not have a genuine relationship with, or register companies speculatively in order to claim protection;
• bid on NextGen brand terms in paid search, or operate websites or profiles that imply it is NextGen or an official NextGen office; or
• engage in unsolicited bulk email or messaging in connection with this program.

Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential, including NextGen pricing guidance, rate cards, client identities and requirements, unredacted case study material, and the contents of the gated areas of the partner portal ("Confidential Information").

The receiving party will use Confidential Information only for the purposes of this Agreement, will protect it with at least reasonable care, and will not disclose it to third parties other than to its own personnel and advisers who need it and are bound by equivalent obligations. These obligations continue for three years after this Agreement ends, and indefinitely for information constituting a trade secret.

Confidential Information does not include information that is or becomes public without breach of this section, was already lawfully known to the receiving party, or is independently developed without reference to the disclosing party's information. Disclosure required by law or court order is permitted where the receiving party gives prompt notice, to the extent legally permitted.

The Partner will provide personal data of prospective client contacts to NextGen only where it has a lawful basis to do so. NextGen processes that data to evaluate and pursue the referred opportunity, in accordance with its privacy policy.

Each party acts as an independent controller of the personal data it holds in connection with this Agreement and is responsible for its own compliance with applicable data protection law.

NextGen retains all right, title, and interest in its name, marks, materials, methods, deliverables, and the partner portal. The Partner is granted a limited, non-exclusive, revocable, non-transferable licence to use NextGen-approved materials solely to make introductions under this Agreement, for the term of this Agreement. No other licence is granted, by implication or otherwise. The Partner retains all right, title, and interest in its own name, marks, and materials.

NextGen makes no representation or warranty that any Referral will convert, that any particular volume of work or referral fees will arise, or that a registration will be accepted. NextGen retains sole discretion over which opportunities it pursues, the terms on which it contracts, and how it delivers.

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost business opportunity, or loss of goodwill, however caused and under any theory of liability.

Each party's total aggregate liability arising out of or relating to this Agreement is limited to the total referral fees paid or payable to the Partner in the twelve months preceding the event giving rise to the claim. This limitation does not apply to a party's breach of the confidentiality section, to the Partner's indemnity below, or to liability that cannot be limited by law.

The Partner will indemnify and hold NextGen harmless against any third-party claim, and associated losses, damages, and reasonable legal costs, arising from the Partner's misrepresentation of NextGen or its services, the Partner's breach of section 7 (Partner conduct and restrictions), the Partner's unlawful collection or disclosure of personal data, or the Partner's breach of an agreement it holds with a referred client or third party.

This Agreement begins when the Partner accepts it and continues until terminated. Either party may terminate for convenience on 30 days' written notice.

Either party may terminate for material breach if the breaching party has not cured that breach within 30 days of written notice describing it. NextGen may suspend a Partner's portal access immediately, without a cure period, where it reasonably believes the Partner has breached section 7 or section 8, or is acting fraudulently.

Termination does not affect referral fees already earned or fees on a Qualified Referral whose statement of work was executed before termination; those continue to be paid on the schedule set out in section 6. Registrations that have not converted at the date of termination lapse. Sections 8 (Confidentiality), 10 (Intellectual property), 11 (Disclaimer and limitation of liability), 12 (Indemnity), and 14 (General) survive termination.

Governing law and venue. This Agreement is governed by the laws of the State of North Carolina, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Cary, North Carolina.

Amendments. NextGen may update this Agreement. Material changes take effect 30 days after notice to the Partner's registered email address or on the Partner's next registration, whichever is later. Continued participation after that date constitutes acceptance. Changes never reduce fees already earned or protection already granted on an accepted registration.

Assignment. Neither party may assign this Agreement without the other's written consent, except that either party may assign it in connection with a merger, acquisition, or sale of substantially all of its assets.

Entire agreement and severability. This Agreement is the entire agreement between the parties on this subject and supersedes prior discussions on it. If a provision is held unenforceable, it is modified to the minimum extent necessary and the rest remains in force. A failure to enforce a provision is not a waiver of it.

Notices. Notices to NextGen may be sent to the contact address published on this website. Notices to the Partner are sent to the email address on the Partner's portal account, which the Partner must keep current.

Existing written agreements. Where NextGen and the Partner have executed a separate, signed referral or partnership agreement, that signed agreement governs to the extent of any conflict with this Agreement.