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Referral Program Agreement

Referral Program Agreement

If you would like to make a referral as a part of our Referral Program, please read the agreement you'll find below carefully and fill in the information required by the form at the end. Please include a description of the job you wish to refer. By providing this information and clicking “I Agree” to submit it to us, you are agreeing to be bound by the provisions, terms and conditions below.

REFERRAL AND FINDER’S FEE AGREEMENT

This Referral and Finder’s Fee Agreement (this “Agreement”) is made, executed and entered into by Patriot International BV and Patriot International Ltd (“Patriot International”), and any person or entity who chooses to accept and execute this Agreement (the “Finder”) by providing the information in Section IV herein below and clicking “I Agree.” The foregoing persons or entities may be hereinafter referred to individually as a “Party” and collectively as the “Parties.”

Patriot International is the business of conducting on-site services, supply rental equipment, give training and providing manpower for the oil and gas, petrochemical and energy industry.

Patriot International desires to solicit a referral from Finder regarding certain jobs for an evaluation concerning the desirability of acquiring all or a portion of the job.

Finder desires to refer to Patriot International for such evaluation jobs described in Section IV of this Agreement (the “Job”) in exchange for certain compensation described herein below.

For and in consideration of the following terms, conditions and covenants, the Parties agree as follows:

I. Evaluation

1.1 Patriot International agrees to evaluate the Job to determine, in Patriot International's sole and absolute discretion, the potential of the job (the “Evaluation”); provided, however, that if Patriot International is already in the process of evaluating or has previously been referred to any portion or portions of the Job (collectively, “Previously Discovered Job”), this Agreement shall immediately terminate and be rendered null, void and unenforceable with respect to any such Previously Discovered Job, and Patriot International shall notify Finder of such occurrence at the email address provided herein below.

1.2 Once the Evaluation is complete, Patriot International will notify the Finder at the email address provided herein below as to whether or not Patriot International intends to pursue the acquisition of the job or a portion of the job. If Patriot International declines to pursue such acquisition, this Agreement shall immediately terminate and be rendered null, void and unenforceable.

II. Acquisition

2.1 In the event Patriot International notifies Finder of Patriot International’s intent to pursue the acquisition of the job as provided by Section 1.2 herein above, Patriot International agrees to use its best efforts for a period of up to six (6) months (the “Acquisition Period”) to obtain the job or a portion of the job at commercially reasonable terms, in Patriot International’s sole and absolute discretion, including but not limited to a lessor royalty of less than ten percent (10%). If Patriot International is unable to obtain the job or a portion of the job within the Acquisition Period, this Agreement shall immediately terminate and be rendered null, void and unenforceable.

2.2 Patriot International agrees to assign, transfer and convey to Finder an overriding royalty interest (the “ORRI”) in and to any portion(s) of the Job obtained by Patriot International during the Acquisition Period which contains a lessor royalty of less than 10 percent (10%). The exact amount of the ORRI shall be determined by Patriot International based on several factors, including but not limited to the size, location and projected size of the job; provided, however, that the ORRI shall in no event be less than one percent (1%).

2.3 Patriot International acknowledges and agrees that it shall use commercially reasonable efforts to obtain the job or portion of the job; however, Patriot International is not obligated to take or commence a job if it is not economically feasible or prudent to so, as determined by Patriot International in its sole and absolute discretion.

III. Miscellaneous

3.1 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof and supersedes any and all previous communications, representations, understandings and agreements, whether written or oral, between the Parties. This Agreement may be modified or amended only by express written instrument executed by the Parties.

3.2 Waiver. No waiver with respect to any portion of this Agreement shall apply to any other portion of the Agreement, and a waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion. No course of dealing by either Party, and no failure, omission, delay or forbearance by any Party in exercising such Party’s rights or remedies, shall be deemed a waiver of any such rights or remedies or a modification of this Agreement.

3.3 Severability. Should any term or provision of this Agreement be declared or determined by a court of competent jurisdiction to be illegal or invalid, the remaining terms and provisions shall not be affected, and the term or provision held to be invalid shall be deemed not to be a part of this Agreement.

3.4 This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the Kingdom of the Netherlands (Patriot International BV) or the United Kingdom (Patriot International Ltd), without regard to conflicts of laws principles. THE VENUE OF ANY LITIGATION, ARBITRATION, MEDIATION OR OTHER PROCEEDING OR DISPUTE RESOLUTION PROCESS BETWEEN THE PARTIES SHALL BE IN DORDRECHT, THE NETHERLANDS OR OLDMELDRUM, UNITED KINGDOM.

3.5 Alternative Dispute Resolution. In the event of a dispute, claim or controversy between the Parties regarding the subject matter of this Agreement, the Parties hereby agree to first endeavor to negotiate with each other in good faith to achieve a resolution. In the event no such resolution can be achieved, the Parties agree to attempt to resolve any such dispute, claim or controversy by mediation, which shall be conducted under the then current mediation procedures or any other procedure upon which the Parties may agree. The Parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.

IV. Job and Finder Information

BY PROVIDING THE FOLLOWING INFORMATION AND CLICKING “I AGREE,” YOU ARE EXECUTING THIS AGREEMENT AND EXPRESSLY AGREEING TO BE BOUND BY ALL OF ITS PROVISIONS, TERMS AND CONDITIONS.

Please provide a description of the Job you wish to refer to Patriot International for evaluation and your contact information below. If your description is too vague or could potentially include Previously Discovered Jobs, you may be contacted by Patriot International and required to provide a more specific description of the Job for the purposes of this Agreement.