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 2026-09-v5.

The program is open to businesses and individuals anywhere NextGen may lawfully do business, including partners established in France and elsewhere in the EU. There is no joining fee, no purchase obligation, no minimum referral volume, no revenue target, and no exclusivity or territory restriction of any kind.

A France-based business, or any business established outside the United States, may participate in this program and receive referral payments under it, subject only to applicable sanctions, export-control, and anti-bribery law and to the Partner providing the payment and tax details its own jurisdiction requires.

The Partner is free to work with, and refer business to, any other provider at any time. NextGen is likewise free to work with other partners and direct sources, subject to the registration protection below.

No financial commitment of any kind is required from the Partner. NextGen does not require, and will not ask for, a personal guarantee, security over personal or business assets, a deposit, a joining or renewal fee, a licence or certification fee, a minimum purchase, a minimum referral volume, or a spend commitment. The Partner is never liable for the referred client's payment obligations to NextGen.

The Partner is not required to disclose a prospective client's identity before it is ready to. A registration may be submitted, and its acceptance and protection confirmed in writing, before any introduction is made; the identity of a registered company is treated as the Partner's confidential information from the moment it is submitted, whether or not the registration is later accepted.

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.

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.

Where NextGen declines a registration on the ground that the company is already an active client or an already active opportunity from another source, NextGen will, on request, provide objective dated evidence sufficient to substantiate that the client relationship or opportunity pre-dates the Partner's registration timestamp — for example a dated CRM record, a dated inbound enquiry, a dated proposal, or an executed agreement date. NextGen may redact the identity of individuals, pricing, and other confidential detail not needed to establish the date, and will not require the Partner to accept a decline on assertion alone.

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. Expiry of a Protection Window is not the same as termination of this Agreement: where this Agreement ends while an accepted registration is still within its Protection Window, section 13 preserves that window and the fee that follows from it.

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.

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 commission-triggering event is NextGen's receipt of payment from the referred client on an executed statement of work covered by an accepted registration.

US partners are paid by ACH. Partners outside the US are paid by international wire (SWIFT) or by Wise, at the partner's election; PayPal is available on request for smaller amounts. Fees are calculated and paid in US dollars. NextGen covers its own sending fees; intermediary bank charges and currency conversion applied by the receiving bank are the partner's own.

NextGen withholds tax only where required by law and will cooperate with a valid treaty claim — for example a French resident's claim under the France–US double taxation treaty — on receipt of the required certification.

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 greater of (a) the total referral fees paid or payable to the Partner in the twelve months preceding the event giving rise to the claim and (b) USD 25,000. This cap applies to all claims under this Agreement, including claims under the Partner's indemnity below, except for fraud, wilful misconduct, and any liability that cannot be limited under applicable 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 the partner conduct section, 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. NextGen will give the Partner prompt notice of any such claim and reasonable cooperation, and will not settle it without the Partner's consent.

This indemnity is subject to the liability cap in the section above, except for fraud, wilful misconduct, and liabilities that cannot be limited by law.

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.

Fees on converted clients survive a normal termination. Where a statement of work with a referred client was executed before termination takes effect, NextGen continues to pay the applicable referral fee on collected revenue from that client for 12 months after the termination date, on the ordinary payment schedule, and in any event for the full duration of any fee period already running on that engagement — for example the twelve-month period on a time-and-materials or staff augmentation engagement, which is honoured to its natural end even if that falls after the tail.

Accepted registrations that have not yet converted stay protected for 90 days after termination, or until the end of their existing Protection Window if that is later. If NextGen executes a statement of work with that company inside that period, the referral fee is payable in full as if this Agreement were still in force, and extensions for demonstrably active opportunities remain available.

Termination for convenience does not cut a live deal short. Where a registration was accepted and the opportunity is actively progressing, the Protection Window — including any extension already granted or reasonably requested while the opportunity remains active — runs to its full agreed end even if either party terminates this Agreement for convenience in the meantime. If NextGen executes a statement of work with that company inside that protected period, the referral fee is earned and paid on exactly the same basis, at the same rate, and on the same schedule as if this Agreement were still in force, including any twelve-month fee period that then begins to run.

Termination for the Partner's fraud or wilful misconduct removes these survival rights. Confidentiality, intellectual property, limitation of liability, indemnity, and the General section survive termination.

This is NextGen's standard program agreement, published so partners can review it before disclosing a prospect. It is not intended to be take-it-or-leave-it. NextGen will consider reasonable, partner-specific variations — including rates on unusually large or repeat referrals, longer protection windows for enterprise sales cycles, a longer post-termination tail, local-law addenda, and payment mechanics for a partner's jurisdiction.

Any variation takes effect once recorded in writing and signed, or confirmed by email, by both parties — as an addendum to this Agreement or as a countersigned separate agreement. A signed variation prevails over this document to the extent of any conflict. Nothing here obliges either party to agree to a variation.

Where an authorised NextGen signatory has confirmed a commercial point to a partner in writing before signature — meaning a confirmation sent from, or countersigned by, admin@nextgencodingcompany.com — that confirmation is binding on NextGen for that partner and is treated as an addendum to this Agreement. Informal statements by other personnel do not vary this Agreement.

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.