This Agreement is made and entered into as of the date of the below electronic acceptance by and between Referrer and MGS Global Group.

Whereas MGS Global Group desires to provide a fee to Referrer for the purpose of providing leads that result in revenues for MGS Global Group.

In consideration of the above premises and mutual covenants contained herein, the parties hereto agree as follows;

1.) Payment to Referrer

Beginning on the date of electronic acceptance, upon receipt of the revenues from each referral project, Referrer shall be entitled to ten percent (10%) of total revenue generated by referral projects secured as a result of Referrer’s activities, without deduction for any costs, for the total project value or the first year of contract timeframe.

2.) Term

This Agreement shall remain in full force and effect until one of the parties cancels the agreement.

3.) Client Services

MGS Global Group shall be solely responsible for providing all client support and project management, invoicing, collecting revenue from, and interacting with each referred client. Upon request, MGS Global Group will provide sales information to Referrer, as to revenue received for said referred projects.

4.) Nature of Relationship

The parties agree that neither shall be an agent, employee, partner, enter into a joint venture, or other representatives of the other for any purpose whatsoever. MGS Global Group and Referrer are separate business entities, with neither having authority or power to enter into contracts or otherwise obligate the other in any way to perform any duty or to be responsible for any obligations or liabilities whatsoever.

5.) Indemnification and Hold Harmless

Each party to this Agreement agrees to indemnify and hold harmless the other party against any losses, claims, liabilities, damages, and the like, joint or several, to which the other directly or indirectly may become subject to in connection with and arising out of the services which are the subject of this Agreement, except as may be the direct cause of the gross negligence or willful misconduct of the party seeking indemnification.

6.) Applicable Law

The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by Ohio law.

7.) Severability

In the event, any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

8.) Amendments

The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.

9.) Notice

Any notice given or required to be given under this Agreement shall be in writing and service thereof shall be sufficient if sent by physical or electronic transmission directly to the parties’ respective addresses herein set forth. Each party may, from time to time, by like written notice, designate a different address to which notice should be thereafter sent.

All Notices shall be sent to:

MGS Global Group

675 Alpha Drive, Suite E

Cleveland OH 44143



The parties hereto have executed this Agreement the day and year of acceptance recorded below by submitting an electronic signature on the form.

MGS Global Group

Aya Shlachter