Referral Partner & Sales Commission Agreement

This Referral Partner & Sales Commission Agreement (the “Agreement”) is entered into as of the date MindHYVE countersigns it (the “Effective Date”) by and between MindHYVE.ai, Inc., a Nevada corporation, 1501 Quail St, Suite 130, Newport Beach, CA 92660 (“MindHYVE”), and the individual or entity identified in the Partner’s application and signature record (“Partner”). MindHYVE and Partner are each a “Party” and together the “Parties.”

Background. MindHYVE develops and licenses agentic AI operating systems and related services. Partner wishes to market and sell MindHYVE’s products to prospective clients on a commission-only basis, and MindHYVE wishes to support Partner in doing so, on the terms below.

1. Definitions

1.1 “Products” means all products and services offered by MindHYVE and its wholly owned subsidiaries from time to time, including ArthurAI™, ChironAI™, JustineAI™, TheoAI™ and EliAI™ (each as and when MindHYVE makes it available), their editions, and associated implementation, onboarding and support services, as listed in Schedule A and as updated by MindHYVE in writing.

1.2 “Registered Lead” means a prospective client submitted by Partner and accepted by MindHYVE in writing under Section 5.

1.3 “Referred Client” means a Registered Lead that executes a Client Contract during its Protection Period.

1.4 “Client Contract” means a written agreement for Products between MindHYVE (or its subsidiary) and a Referred Client, including all renewals, extensions, upgrades and additional orders under it.

1.5 “Collected Revenue” means the gross amounts actually received by MindHYVE from a Referred Client under a Client Contract, excluding taxes (sales, use, VAT, GST and similar), refunds, credits and chargebacks.

2. Appointment

2.1 MindHYVE appoints Partner as a non-exclusive referral and sales partner for the Products. MindHYVE may appoint other partners and may sell directly in any market.

2.2 Partner is the primary sales resource for its Registered Leads. Partner will lead prospecting, relationship management and the sales process through to contract signature. MindHYVE’s role is to support Partner as set out in Section 4.

2.3 Partner information. Partner will state whether it is contracting as an individual or as an entity, and will complete the application and signature record (Schedule C) before the Effective Date, and will supply the headshot or logo and any biography within ten (10) business days after approval. An entity Partner must provide its legal name, registration details, address, logo and designated individual representative. An individual Partner must provide their full legal name, address and a current professional headshot. Partner warrants that all information provided is accurate, will notify MindHYVE of any change within ten (10) business days, and grants MindHYVE a non-exclusive, royalty-free licence to use the logo, headshot and biography for the purposes in Section 11.3 during the term.

3. Partner obligations

Partner will:

• actively market and sell the Products and use commercially reasonable efforts to close Registered Leads;
• describe the Products accurately and only using materials provided or approved by MindHYVE;
• make no warranties, guarantees of outcomes, or commitments on behalf of MindHYVE beyond those in MindHYVE’s approved materials;
• obtain MindHYVE’s written approval before presenting any pricing, quote or proposal to a prospect;
• comply with all applicable laws, including anti-bribery, anti-corruption, data-protection and marketing laws.

3.1 No authority to bind. Partner has no authority to sign contracts, accept orders, set prices or otherwise bind MindHYVE. MindHYVE sets all pricing and terms, and only MindHYVE may execute a Client Contract. MindHYVE may accept or decline any prospective client at its discretion.

4. MindHYVE support

To help Partner sell, MindHYVE will provide, at no charge to Partner:

• product demonstrations on reasonable request;
• sales collateral, presentation decks and product information;
• pricing and proposal review and written approval;
• technical and solution support during the sales process;
• onboarding and implementation for Referred Clients; and
• partner training on the Products.

4.1 MindHYVE email account. MindHYVE will provide Partner with a mindhyve.ai email address for use solely in performing this Agreement. The account and all its contents remain MindHYVE property. Partner will use it in line with MindHYVE’s IT and acceptable-use policies, will not use it for any other business, and acknowledges that MindHYVE may monitor, suspend or revoke it at any time.

4.2 Access to Eve. MindHYVE will provide Partner with access to Eve, MindHYVE’s internal AI system, to support Partner’s sales activity. Partner will use Eve only for purposes of this Agreement, will not share credentials, will not input third-party confidential or personal data except as permitted by MindHYVE policy and applicable law, and will not copy, reverse-engineer or extract any part of Eve, its outputs or underlying data for use outside this Agreement. Access is a revocable permission, not a licence, and grants Partner no rights in Eve.

4.3 Return of access. On termination, or earlier on MindHYVE’s request, Partner’s email and Eve access will end and Partner will return or delete all MindHYVE materials in its possession. MindHYVE may set up an auto-reply or forward the email account to maintain client continuity.

5. Lead registration

5.1 To earn commission, Partner must register each prospect in writing (email to MindHYVE’s designated partner contact is sufficient), giving the organization name, key contact, Products of interest and opportunity summary.

5.2 MindHYVE will accept or decline each registration in writing within ten (10) business days. MindHYVE may decline a prospect that is already a client, is in active discussions with MindHYVE, or has been registered by another partner.

5.3 Protection Period. An accepted registration is protected for twelve (12) months from acceptance (the “Protection Period”). MindHYVE may extend it in writing where a sale is actively progressing. If two partners register the same prospect, the first registration accepted by MindHYVE prevails.

6. Commission

6.1 Rate. MindHYVE will pay Partner a commission of ten percent (10%) of all Collected Revenue received from each Referred Client under its Client Contract, for as long as that Client Contract (including any renewal or extension) remains in effect.

6.2 Payment. Commission is earned only when MindHYVE receives payment. MindHYVE will pay commission within thirty (30) days after receipt of the corresponding Collected Revenue, in U.S. dollars, to the account Partner designates in writing. Partner bears any bank, wire or currency-conversion charges levied by its own bank or intermediary banks. No commission is owed on amounts invoiced but not collected.

6.3 Statements. MindHYVE will provide Partner a monthly commission statement listing each Referred Client, Collected Revenue received and commission due. Partner may raise a written query on any statement within sixty (60) days of receipt.

6.4 Clawback. If MindHYVE refunds, credits or suffers a chargeback on Collected Revenue on which commission has been paid, the related commission will be deducted from Partner’s next commission payment or, if none is due within ninety (90) days, repaid by Partner on request.

6.5 Full compensation. Commission under this Section is Partner’s sole compensation. Partner receives no salary, retainer, draw or benefits.

7. Expenses

Partner bears all of its own costs and expenses in performing this Agreement, including travel, marketing and personnel, unless MindHYVE agrees otherwise in writing in advance.

8. Term and termination

8.1 Term. This Agreement begins on the Effective Date and continues for one (1) year, then renews automatically for successive one-year terms unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

8.2 Termination. Either Party may terminate this Agreement for convenience on thirty (30) days’ written notice, or immediately on written notice if the other Party materially breaches this Agreement and fails to cure within fifteen (15) days of notice. MindHYVE may also terminate under Section 11.2 if Partner fails to maintain its LinkedIn position.

8.3 Commission after termination. Commission remains payable on Client Contracts executed before the effective date of termination, for the life of those Client Contracts under Section 6.1. No commission is payable on Client Contracts executed after termination, except as provided in Section 9. If MindHYVE terminates for Partner’s uncured material breach, including under Section 11.2, commission stops on the termination date.

9. Non-circumvention

During the Protection Period and for twelve (12) months after this Agreement ends, MindHYVE will not knowingly contract with a Registered Lead introduced by Partner in order to avoid paying commission. If MindHYVE executes a Client Contract with such a Registered Lead within that period, the lead is treated as a Referred Client and commission is payable under Section 6.

10. Confidentiality

10.1 Non-Disclosure Agreement. As a condition of this Agreement, Partner will sign MindHYVE’s Non-Disclosure Agreement (the “NDA”) on or before the Effective Date. The NDA governs all confidential information Partner receives, including through its mindhyve.ai email account and Eve. If the NDA and this Section conflict, the provision more protective of the Party whose information is concerned applies.

10.2 In addition to the NDA, each Party will keep confidential all non-public information received from the other, including pricing, product roadmaps, client data and the terms of this Agreement, and use it only to perform this Agreement. This obligation survives for three (3) years after this Agreement ends, and indefinitely for trade secrets and client personal data.

11. Brand use and public title

11.1 Brand use. MindHYVE grants Partner a limited, non-exclusive, revocable, non-transferable licence to use the MindHYVE and Product names and marks solely to market the Products during the term, in line with MindHYVE’s brand guidelines as provided. All goodwill accrues to MindHYVE. Partner will not register or use any confusingly similar name, mark or domain.

11.2 Public title (mandatory). Maintaining a verifiable public relationship with MindHYVE is a material condition of this Agreement. Within five (5) business days after the Effective Date, and continuously for the term, Partner (or, where Partner is an entity, its designated individual representative) must:

• list a current position on their personal LinkedIn profile titled “Director, Agentic Growth”, linked to MindHYVE’s official LinkedIn company page;
• keep that profile and position publicly visible, so that anyone searching Partner online can see and verify the relationship;
• use no other MindHYVE title in any public profile, signature or material; and
• give MindHYVE the profile URL and promptly confirm any changes to it.

MindHYVE may check Partner’s profile at any time. If the position is removed, hidden, altered or not linked to MindHYVE’s company page, MindHYVE will notify Partner in writing. If Partner does not restore it within five (5) business days after notice, MindHYVE may terminate this Agreement immediately by written notice, and Section 8.3 (termination for breach) will apply.

11.3 Website listing. Partner grants MindHYVE permission to publish Partner’s name, the title “Director, Agentic Growth” and the headshot, logo and biography supplied in Schedule C on MindHYVE’s corporate website and partner materials during the term.

11.4 Nature of the title. The title is a business-development designation only. It does not make Partner an officer, director, employee or agent of MindHYVE, and gives Partner no authority beyond that in Section 3.1. Section 12 continues to apply in full.

11.5 On termination. Within fifteen (15) days after this Agreement ends, Partner will remove the title from LinkedIn and all other public profiles, and MindHYVE will remove Partner’s listing from its website.

12. Independent contractor

Partner is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint-venture relationship. Partner controls the manner of its work, is responsible for its own personnel, and is solely responsible for all taxes on commission paid to it.

13. Liability

13.1 Partner will indemnify MindHYVE against third-party claims arising from Partner’s unauthorized representations, breach of Section 3, or violation of law.

13.2 Neither Party is liable for indirect, incidental, consequential or lost-profit damages. Except for unpaid commission, indemnity and breach of confidentiality, each Party’s total liability is limited to the commission paid or payable in the twelve (12) months before the claim.

14. Governing law and disputes

This Agreement is governed by the laws of the State of Nevada, without regard to its conflict-of-law rules. Any dispute arising from this Agreement will be resolved by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules & Procedures (or, where the amount in dispute is under US$250,000, its Streamlined Arbitration Rules & Procedures), before a single arbitrator, seated in Las Vegas, Nevada. For Partners based outside the United States, arbitration will be administered under the JAMS International Arbitration Rules, conducted in English, and the Parties agree the award is enforceable under the 1958 New York Convention. Judgment on the award may be entered in any court of competent jurisdiction. Either Party may seek interim injunctive relief in court to protect confidential information or intellectual property.

15. International partners

This Agreement applies to Partners based in the United States and in other countries. Where Partner, or any of its Registered Leads, is outside the United States:

15.1 Local law. Partner is responsible for complying with all laws of the countries in which it operates, including business registration, licensing, consumer, marketing and employment laws, and will tell MindHYVE promptly of any local requirement affecting a sale.

15.2 Taxes and withholding. Partner is solely responsible for its own income, VAT, GST and other taxes on commission. If MindHYVE is required by law to withhold tax from any payment, it will withhold the required amount, pay it to the relevant authority and provide evidence on request; the net amount paid is full payment of that commission. Partner will provide any tax information MindHYVE reasonably needs to apply a reduced rate or exemption.

15.3 Anti-corruption. Partner will comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010 and all applicable anti-bribery laws. Partner will not offer, pay or give anything of value to any government official or other person to obtain or retain business, and will keep accurate records of all sales-related expenses.

15.4 Sanctions and export controls. Partner will not market or sell Products to any person, entity or country subject to U.S., UN, EU or UK sanctions, or in breach of U.S. export-control laws. Partner confirms that neither it nor its owners or representatives are on any sanctions list. MindHYVE may decline any lead or terminate this Agreement immediately if this Section is breached.

15.5 Data protection. When handling personal data of prospects or clients, Partner will comply with applicable data-protection laws, including the EU and UK GDPR, and will sign any data-processing terms MindHYVE reasonably requires.

15.6 No local agency. Partner is not MindHYVE’s commercial agent, distributor or permanent establishment in any country. Commission under Section 6 is Partner’s full compensation, and, to the extent permitted by local law, Partner waives any statutory goodwill, indemnity or compensation payment on termination.

15.7 Language. This Agreement is made in English. Any translation is for convenience only, and the English version prevails.

16. General

This Agreement, with its Schedules and the NDA, is the entire agreement between the Parties on its subject and supersedes all prior discussions. It may be amended only in a writing signed by both Parties. Partner may not assign this Agreement without MindHYVE’s written consent. If any provision is unenforceable, the rest remains in effect. Notices must be in writing and sent to the addresses above or by email to the contacts each Party designates. Sections 4.3, 6 (as to commission earned), 8.3, 9, 10, 11.5, 12, 13, 14 and 15 survive termination. This Agreement may be signed in counterparts and electronically.

. Schedule A — Products covered

All current and future MindHYVE Products are covered, including each of the operating systems below and all of their editions. MindHYVE may update this Schedule by written notice.

• ArthurAI™ — Education — Eve-Education LLC
• ChironAI™ — Healthcare — Eve-Healthcare LLC
• JustineAI™ — Legal — Eve-Legal LLC
• TheoAI™ — Theology — Eve-Theology LLC
• EliAI™ — Finance — Eve-Finance, LLC

Client Contracts may be issued by MindHYVE.ai, Inc. or the relevant wholly owned subsidiary. Commission is paid by MindHYVE.ai, Inc. in all cases.

. Schedule B — Partner payment details

Partner supplies account holder, bank name, account / IBAN, routing / SWIFT and payment contact to MindHYVE’s finance team in writing after approval, together with the applicable tax form (W-9 or W-8). Commission is not payable until these are received.

. Schedule C — Partner profile

The Partner profile consists of the information given in the Partner’s application (contracting as an individual or entity, legal name, address, country, region or sectors covered, affiliations, LinkedIn profile URL and, for an entity, the authorised signatory and designated representative). The headshot (individual or representative; colour, minimum 1000×1000 px, plain background), the logo (entity; SVG or transparent PNG) and any short biography or company description (maximum 80 words) are supplied to the MindHYVE partner contact after approval.