ASE SALES AGREEMENT

THIS AGREEMENT (the "Agreement") is between Click4Time Software Inc., 402-1488 Hornby Street, Vancouver, B.C. V6Z 1X3 ("Click4Time") and the Affinity Sales Executive defined above (the "ASE").

TERMS AND CONDITIONS

1. As of the date of this Agreement, Click4Time hereby appoints the ASE as an authorized nonexclusive independent sales executive to sell and promote Click4Time’s services.
2. The ASE certifies that their date of birth is true and that they are of legal age within the jurisdiction of their residence.
3. The ASE shall devote such time, energy and skill on a regular and consistent basis as is necessary to sell and promote the sale of Click4Time's services during the term of this Agreement.
4. The ASE agrees that its sales and promotional efforts shall NOT be directed to the Exception industry categories (“Industry” or “Industries”) listed on Schedule “A” unless the ASE is expressly authorized to sell into specific Exception industry categories. Furthermore, Click4Time reserves the right to add to the list of Industries to which the ASE can sell Click4Time’s services and the ASE hereby agrees to any additional Industry categories Click4Time may add to Schedule “A” from time to time.
5. The ASE shall assist Click4Time and shall perform any and all services required or requested in connection with Click4Time's business, including, but not limited to, such services of an advisory nature as may be requested from time to time by Click4Time. The ASE shall periodically, or at any time upon Click4Time's request, submit appropriate documentation of any and all sales and promotional efforts performed and to be performed for Click4Time pursuant to this Agreement.
6. The ASE acknowledges that all sales data collected by the ASE and all sales data generated by Click4Time are and shall remain the sole property of Click4Time.
7. For each subscriber (“Subscriber”) of Click4Time's services as arranged by the ASE under this Agreement, the ASE shall be entitled to commissions as defined herein and in Schedule “A”.
8. Commissions will be paid on fees for services rendered by the ASE but shall not include any other charges incidental to the performance of said services.
9. All commissions defined in this Agreement will be paid on the third business day of each calendar month as defined by the time zone of Click4Time’s head office.
10. This Agreement will terminate immediately if the ASE is in default of any terms or conditions of this Agreement.
11. This Agreement can be terminated by the ASE without cause anytime with 30 days written notice or by Click4Time with cause anytime with 30 days written notice whereby cause shall mean: a) the engaging by an ASE in misconduct which is injurious to Click4Time monetarily or otherwise; b) the material violation of any provision of this Agreement; c) the conviction of an ASE of a felony by a court of competent jurisdiction; or d) any act of fraud or embezzlement by an ASE relating to the property of Click4Time and/or its services.
12. Any and all commissions payable to the ASE under this Agreement shall terminate on the day of the full month after termination of this Agreement. Click4Time shall then be discharged and released of any further obligation to pay commissions to the ASE under this Agreement.
13. During the term of this Agreement and within three (3) years after its termination, the ASE or any agents or representatives under the ASE's control, including other person, firm, partnership, corporation or other entity, shall not compete directly or indirectly within any territory with Click4Time in the sale or promotion of services that are the same as or similar in design, function or intended use of Click4Time's services.
14. In no circumstance and at no time, shall the ASE disclose to any person, firm, partnership, corporation or other entity any of the strategies, contacts, customers, secrets, methods or systems used by Click4Time in its business during the term of this Agreement and for a period no less than three (3) years after its termination. All customer lists, brochures, reports, and other such information of any nature (“Materials”) made available to the ASE by virtue of the ASE association with Click4Time shall be held in strict confidence during the term of this Agreement and for a period no less than three (3) years after its termination. Upon termination of this Agreement, the ASE agrees to return to Click4Time all printed Materials and agrees to delete all electronic copies of Materials to which the ASE has stored on its personal or its corporate electronic devices.
15. The ASE agrees that any and all business ideas, materials, procedures, policies and plans (hereinafter called collectively "the Ideas") as may be submitted by the ASE to Click4Time during the term of this Agreement and which pertain directly or indirectly to the business of Click4Time, shall belong to and be deemed to be the property of Click4Time. Unless otherwise agreed expressly in writing by the CEO of Click4Time, Click4Time shall not be required to compensate the ASE in any manner for the Ideas, regardless of whether Click4Time utilizes or does not utilize the Ideas, in whole or in part. The ASE agrees to execute any additional documents as may be necessary to bring effect to these provisions.
16. This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between Click4Time and the ASE. The ASE shall be an independent contractor. Click4Time shall not be required to withhold any amount of taxes, without limiting the generality of the following, any federal, state, provincial, area, employment or pension taxes in any jurisdiction worldwide from sums becoming due to the ASE under this Agreement. The ASE shall not be considered an employee of Click4Time and shall not be entitled to participate in any plan, arrangement or distribution by Click4Time pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to Click4Time's employees. The ASE shall be free to utilize his time, energy and skill in such manner as he deems advisable to the extent that he is not otherwise obligated under this Agreement.
17. The ASE shall bear any and all costs or expenses incurred by the ASE to perform his obligation under this Agreement, including, but not limited to, vehicle insurance, personal & business insurance, travel expenses, telephone, business cards, promotional literature and the like, unless the ASE has written pre-approval from Click4Time.
18. Business cards, literature, stickers and the like must be ordered through Click4Time’s online ASE back office or the ASE has written pre-approval from Click4Time.
19. The rights and duties of the ASE under this Agreement are personal and may not be assigned or delegated without prior written consent of Click4Time.
20. The ASE is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Click4Time's services without express written authorization from Click4Time.
21. The ASE shall indemnify and hold Click4Time harmless of and from any and all claims or liability arising as a result of negligent, intentional or other acts of the ASE or his agent or representatives.
22. Click4Time shall indemnify and hold the ASE harmless of and from any and all liability attributable solely to the negligent, intentional or other acts of Click4Time or its employees.
23. In order to comply with changes in federal, provincial or local laws and any economic restrictions or policies of any country or jurisdiction, Click4Time may provide additional and modified Terms and Conditions including policies and procedures to the ASE from time to time, as well as to modify any or all of the ASE’s commission rates and structure. All such additions and modifications shall become a binding part of this Agreement.
24. This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the Province of British Columbia, Canada. The Parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Vancouver, British Columbia, Canada. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.
25. Any notice under this Agreement shall be deemed given on the third business day following the mailing of any such notice, postage paid, to the address set forth above.
26. This Agreement contains the entire agreement between the parties and any representation, promise or condition not incorporated herein shall not be binding upon either party.

SCHEDULE "A"

COMMISSION RATES

All commissions defined in this Agreement are subject to the terms and conditions herein. Commissions are paid only on an ASE's Subscriber sales that are collected by Click4Time and are not paid on free trial periods.

Base Monthly Commission

A base monthly commission of 20% is payable on all direct ASE Subscriber sales which are defined as sales recorded with an ASE's sales code ("Sales Code") provided to the ASE by Click4Time.

For any Subscriber registrations recorded with the ASE's Sales Code ("Qualified Subscriber"), Click4Time will pay the ASE a Base Monthly Commission on revenue from Qualified Subscribers for a period of five (5) years from the date of the Qualified Subscriber's registration. If an ASE’s Base Monthly Commission is less than $10 a month for 4 months in a row, the Sales Code will be deactivated and no further Base Monthly Commissions will be paid.

Referral Commission

An ASE who refers a person to become an ASE is defined to be the “Originating ASE” and the referred ASE is defined to be a “Level-1 ASE” of the Originating ASE. When a Level-1 ASE refers an ASE, the second ASE is defined to be a “Level-2 ASE” in relation to the Originating ASE.

Click4Time pays the Originating ASE a 2% commission on all direct sales of the Level-1 ASE and a 1% commission on all direct sales of the Level-2 ASE for as long as the Originating ASE is earning a minimum Base Monthly Commission of $10. If an ASE’s Commission is less than $10 a month for 4 months in a row, the Sales Code will be deactivated and no further commissions will be paid.

Exception Industries

The ASE agrees not to sell Click4Time's service to the following industries: MLM companies.