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CONCUR SOLUTION PROVIDER PROGRAM AGREEMENT

REFERRAL AGREEMENT

(Last updated: June 21, 2017)

PLEASE READ THIS CONCUR SOLUTION PROVIDER PROGRAM
REFERRAL AGREEMENT (the "AGREEMENT") CAREFULLY.

THIS IS A LEGAL, BINDING, AND ENFORCEABLE CONTRACT BETWEEN CONCUR AND THE ENTITY AGREEING (THROUGH ITS AUTHORIZED REPRESENTATIVE) TO THIS AGREEMENT (SUCH ENTITY, THE "SOLUTION PROVIDER").  BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED BELOW THIS AGREEMENT, SOLUTION PROVIDER’S AUTHORIZED REPRESENTATIVE ("YOU") AGREES, ON BEHALF OF SOLUTION PROVIDER, TO THE TERMS AND CONDITIONS OF THE AGREEMENT. YOU REPRESENT AND WARRANT TO CONCUR THAT (1) YOU HAVE READ AND UNDERSTAND THE AGREEMENT, (2) YOU ARE ACCEPTING THE AGREEMENT ON BEHALF OF A LEGAL ENTITY ORGANIZED UNDER THE LAWS OF ONE OF THE COUNTRIES IN THE PROGRAM TERRITORY (UNITED STATES, CANADA, UNITED KINGDOM, REPUBLIC OF IRELAND, AUSTRALIA, OR NEW ZEALAND); (3) YOU ARE AUTHORIZED TO ACCEPT THE AGREEMENT ON BEHALF OF SOLUTION PROVIDER, AND (4) YOU HAVE THE AUTHORITY TO BIND SOLUTION PROVIDER TO THE AGREEMENT.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF SOLUTION PROVIDER DOES NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THE AGREEMENT, YOU MUST NOT CLICK TO ACCEPT THE AGREEMENT, AND SOLUTION PROVIDER SHALL NOT PARTICIPATE IN THE PROGRAM.  IN ADDITION, SOLUTION PROVIDER IS PROHIBITED FROM PARTICIPATING IN THE PROGRAM IF SOLUTION PROVIDER IS DOMICILED OUTSIDE THE PROGRAM TERRITORY OR BECOMES A DIRECT COMPETITOR OF CONCUR OR A CONCUR AFFILIATE.

THIS AGREEMENT, WHEN ACCEPTED IN THE MANNER STATED ABOVE, SUPERSEDES AND REPLACES (A) ANY OTHER ONLINE, CLICK-THROUGH, OR OTHER WRITTEN AGREEMENT THAT SOLUTION PROVIDER PREVIOUSLY ENTERED INTO WITH CONCUR GOVERNING SOLUTION PROVIDER’S PARTICIPATION IN A CONCUR ADVISOR PROGRAM (INCLUDING, WITHOUT LIMITATION, ANY CONCUR ADVISOR PROGRAM PLATINUM MEMBERSHIP AGREEMENT AND ANY AMENDMENT OR ELITE ADDENDUM THERETO), AND (B) ANY PRIOR VERSION OF THIS AGREEMENT PREVIOUSLY ACCEPTED BY SOLUTION PROVIDER.

1.  Definitions.  Unless otherwise defined in this Agreement, capitalized terms will have the meaning given in this Section

1.1. "Accepted Lead" has the meaning set forth in Section 3.1.2.

1.2. "Affiliate" means any legal entity in which Concur or Solution Provider (as applicable), directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights, or controls, is controlled by, or is under common control with that legal entity (where "control" means the direct or indirect possession of the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract or otherwise).

1.3. "Annual Period" means (a) the initial period under the Agreement starting on the Effective Date and ending on December 31 of the same calendar year and (b) each subsequent 12-month period beginning on each January 1 during the term of the Agreement.

1.4.  "Applicable Laws" has the meaning set forth in Section 4.1.

1.5. "Claim" means any claim, demand, suit, or other proceeding.

1.6.  "Concur" means Concur Technologies, Inc., a Delaware (USA) corporation, or Concur Holdings (Netherlands) B.V., a private company with limited liability organized under the laws of the Netherlands, as applicable in accordance with the terms of Section 12.1.

1.7. "Concur Confidential Information" has the meaning set forth in Section 6.1.

1.8. "Concur Lost Revenue" means contract terminations, credits, write offs, refunds, charge backs, or other reductions of revenue pertaining to a Qualified Transaction.

1.9.  "Concur Mailbox" means each of the following email addresses, with the email address applicable to Solution Provider to be determined by Solution Provider’s location:

Solution Provider Location	Email Address
UK or REPUBLIC OF IRELAND	UKsolutionprovider@concur.com
CANADA	CAsolutionprovider@concur.com
AUSTRALIA or NEW ZEALAND	AUsolutionprovider@concur.com
US	solutionprovider@concur.com

1.10. "Concur Materials" means marketing materials and Concur-branded content provided by Concur to Solution Provider in connection with this Agreement.

1.11. "Concur Property" means (a) the Concur Service (including all website set up and configuration), all other Concur services, the Concur Confidential Information, the Concur Marks, the Concur Materials, the Concur websites, and all software, hardware, technology, documentation, and information provided by Concur in connection with the Concur Service and any other Concur services; (b) all ideas, know-how, and techniques that may be developed, conceived, or invented by Concur during its performance under this Agreement; and (c) all worldwide patent, copyright, trade secret, trademark and other intellectual property rights in and to the property described in the foregoing clauses (a) and (b) of this Section.

1.12. "Concur Service means the primary Concur on-demand business service types presently known as Expense, Travel & Expense, and Invoice Processing that are provided by Concur to customers utilizing Concur software that is hosted and managed by Concur and accessed by the customer over the Internet or a telecommunications wide area network.  Concur Service excludes any edition of the foregoing, or other business service offering, provided by Concur to its customers that is designed for small businesses (fifty (50) employees or less) and that involves an online client-directed registration for (and implementation of) such services.

1.13. "Concur Service Transaction" means a transaction for the provision of Concur Service directly to a given Customer under a subscription services model and pursuant to a written agreement between Concur and such Customer that includes an Initial Order. 

1.14. "Confidential Information has the meaning set forth in Section 6.1.

1.15. "Customer means a new Concur customer that has entered into a Concur Service Transaction with Concur.

1.16. "Disclosing Party" has the meaning set forth in Section 6.1.

1.17. "Effective Date" means the date Solution Provider accepts this Agreement by clicking the "I Accept" button displayed to Solution Provider with the terms and conditions on a web page accessed by Solution Provider with instructions from Concur.

1.18. "Email Notification" means a written notification to Solution Provider from Concur by email to the contact person and email submitted with Solution Provider’s Program application, as such contact information may be later updated by Solution Provider with notification to Concur.  Email notification may include an electronic notification to Solution Provider generated through Concur’s CRM tool. 

1.19 "Fee Maximum" has the meaning set forth in Section 3.2 of Exhibit A to the Agreement attached below.

1.20 "Feedback" has the meaning set forth in Section 6.5.

1.21 "Government" means (a) a national, regional (including state or provincial, as applicable), municipal, or local government; (b) a department, agency, instrumentality, political subdivision, subsidiary, branch or other entity of a national, regional (including state or provincial, as applicable), municipal, or local government; (c) a government-owned or government-controlled company (for example, a state-owned oil company, bank, airline, hospital, public university, etc.); (d) a subsidiary of a government-owned or government-controlled company; and (e) a public international organization (for example, the International Monetary Fund, the United Nations, the World Bank, or the World Trade Organization).

1.22. "Initial Order means the first mutually-acceptable written ordering document for Concur Service executed by both the Customer and Concur.

1.23. "Initial Term has the meaning set forth in Section 7.1.

1.24. "Lead Referral Date" means the date that Solution Provider submits a lead referral worksheet to Concur meeting all the requirements of the Agreement for referral of a Prospect.

1.25. "Marks means, as to Concur, the Concur tradename, the trademark CONCUR, the Concur logo, and any Program logo(s), and, as to Solution Provider, Solution Provider’s name and logo.

1.26. "Minimum Payment Amount" has the meaning set forth in Section 3.3.3 of Exhibit A to the Agreement attached below.

1.27. "Net Recurring Revenue" means the recurring base usage fees actually collected by Concur for Concur Service provided under a Qualified Transaction that are contractually committed in the Initial Order between Concur and the applicable Customer, less deductions for taxes or fees owed to a third party (such as royalties).  Net Recurring Revenue does not include any overage fees/ incremental charges for use of the Concur Service exceeding the committed base usage fees, fees for add-on or extended services, one-time and non-recurring fees (such as set-up fees or pre-production fees), fees for consulting, support, maintenance, technical support, training or other types of professional services, or any payment received by a party other than Concur.

1.28. "Notice Period" has the meaning set forth in Section 2.3.2.

1.29. "Program" means the Concur Solution Provider Program, the participation in which is governed by this Agreement, and which is designed for referral to Concur of Prospects that are companies in the small to medium-sized market segment.

1.30. "Program Benefits" means the materials, tools, support, Referral Fees, and/or services that may be provided or made available to Solution Provider based on Program Level.

1.31. "Program Guide" means the document initially published at www.concur.com/solution-provider/program-guide containing information about various aspects of the Program, including lead submission instructions and certain Program Benefits.

1.32. "Program Level" means the level of Solution Provider’s participation in the Program at a given time as described more fully in the attached Exhibit A.

1.33. "Program Territory" means the following countries:  United States, Canada, United Kingdom, Republic of Ireland, Australia, and New Zealand.

1.34. "Prohibited Parties" has the meaning set forth in Section 4.2.1.

1.35. "Prohibited Payments" has the meaning set forth in Section 4.2.1.

1.36. "Prospect" means a prospective Customer in the Program Territory that is not (a) Solution Provider or an Affiliate of Solution Provider or (b) a prospective Government Customer.  

1.37. "Qualified Transaction means a Concur Service Transaction executed between Concur and an Accepted Lead within six (6) months after the Lead Referral Date.

1.38. "Receiving Party" has the meaning set forth in Section 6.1.

1.39. "Referral Fee  means, as applicable depending on the Program Level in effect for Solution Provider at the time a Qualified Transaction occurs, (a) any one-time fee or (b) any revenue share, to be paid by Concur to Solution Provider in accordance with the terms of this Agreement for the applicable Qualified Transaction.

1.40. "Section" means the referenced section of this Agreement unless otherwise indicated.

1.41. "Solution Provider Confidential Information" has the meaning set forth in Section 6.1.

1.42. "Termination Date means the effective date of termination of this Agreement when terminated in accordance with its terms.

1.43. "Year 1" means the twelve (12) month period beginning on the date of the first invoice for Concur Service recurring base fees under the applicable Qualified Transaction.

1.44. "Year 2" means the twelve (12) month period beginning on the day immediately following the last day of Year 1 for the applicable Qualified Transaction.

2.  Program Structure.

2.1. Overview.  The Program is managed around the following components: Program Levels, Program Level qualifications allowing automatic transition to the next level based on attainment of the criteria specified in the attached Exhibit A which is hereby incorporated into the Agreement by this reference, and Program Benefits available to participants at a given Program Level.  The terms and conditions governing Program Benefits that constitute Referral Fees are as set forth below in Section 3 and in Exhibit A to this Agreement; any other Program Benefits available under the Program based on Program Level will be as set forth in the Program Guide, as it may be updated from time to time in Concur’s sole discretion.

2.2. Participation by Affiliates; No Indirect Participation.  Any Affiliate of Solution Provider, or any other third party that desires to participate in the Program, must complete its own Program application and, if invited by Concur, separately agree to this Agreement.  Solution Provider shall not facilitate indirect participation in the Program by any Affiliate or other third party through Solution Provider (such as Solution Provider submitting leads to Concur on behalf of an Affiliate).  

2.3. Modification of Agreement.  Concur has the right to modify or supplement the terms and conditions of the Agreement at any time in its sole discretion. In the case of any changes to the Agreement, the revised Agreement will be posted at www.concur.com/solution-provider/agreement and Concur shall use commercially reasonable efforts to provide an Email Notification to Solution Provider regarding the changes on or before the posting date.

2.3.1. In the case of any change that has no substantive materiality (such as updating a URL), such change will become effective and binding on the next business day after the revised Agreement is posted.

2.3.2. In the case of any material change, such change will become effective and binding thirty (30) days after the revised Agreement is posted (the "Notice Period"), subject to all the terms of this Section 2.3.2.  IF ANY MATERIAL CHANGE TO THE AGREEMENT IS NOT ACCEPTABLE TO SOLUTION PROVIDER, SOLUTON PROVIDER’S SOLE AND EXCLUSIVE REMEDY IS TO PROVIDE WRITTEN NOTICE OF TERMINATION OF THE AGREEMENT TO CONCUR BY EMAIL AT THE APPLICABLE CONCUR MAILBOX (AS INDICATED IN SECTION 1.9) BEFORE THE EXPIRATION OF THE NOTICE PERIOD.  SOLUTON PROVIDER’S CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING ANY NOTICE PERIOD WILL CONSTITUTE BINDING ACCEPTANCE OF ANY CHANGES TO THE AGREEMENT.  If Solution Provider elects to deliver a termination notice to Concur in accordance with this Section 2.3.2, the Termination Date of the Agreement between Solution Provider and Concur will be the last day of the applicable Notice Period.

2.4. Modification of Program Guide.  Concur has the right to modify or supplement the Program Guide at any time, in its sole discretion.  In the case of any changes to the Program Guide, the revised Program Guide will be posted at www.concur.com/solution-provider/program-guide and Concur shall use commercially reasonable efforts to provide an Email Notification to Solution Provider regarding the changes on or before the posting date.  Changes to the Program Guide will be effective on the next business day after the revised Program Guide is posted.

3.  Referrals

3.1. Lead Submission and Acceptance; Exclusions. 

3.1.1. Lead Submission. In order to earn a Referral Fee in connection with the referral of a Prospect to Concur, Solution Provider must complete, and submit to Concur, an electronic lead referral worksheet for the Prospect in the form provided by Concur as more fully explained in the Program Guide.  Each lead referral worksheet must be completed in full.  At least one of the Prospect contacts listed on the lead referral worksheet must be a management-level employee in the Prospect’s organization that has decision-making authority regarding the procurement of Concur Service.   

3.1.2. Lead Acceptance. Concur shall evaluate each submitted lead referral worksheet meeting the requirements of the Agreement and notify Solution Provider of its acceptance or rejection through an Email Notification or through the reporting provided to Solution Provider in accordance with Section 3.2.7. In the event of acceptance by Concur, the Prospect will be deemed an "Accepted Lead". For removal of doubt, in no instance will any acceptance of a Prospect submitted under Section 3.1.1 be deemed to occur by silence or inaction on the part of Concur.  Concur has no obligation to accept any Prospect submitted by Solution Provider and may reject for any or no reason at its sole discretion, including, without limitation, because (as of the Lead Referral Date):

a) the Prospect is in possession of a current proposal from Concur;

b) the Prospect has had one or more face-to-face meetings or substantial communications with Concur representatives during the six (6) months preceding the Lead Referral Date;

c) Concur has already received a lead referral worksheet or functionally similar document for that Prospect from a third party;

d) Concur has already established a business relationship with the Prospect or an Affiliate of the Prospect;

e) the Prospect is in a market segment not intended for the Program; or

f) the Prospect identified does not meet the definition of "Prospect" in this Agreement or the submission otherwise violates any term of the Agreement, including, without limitation, as set forth in Section 3.1.3.

3.1.3. Exclusions. Solution Provider shall not submit a lead referral worksheet in violation of the terms of this Agreement, including, without limitation, in any of the following circumstances (which do not constitute an exhaustive list of exclusions):

a) If the Prospect has been submitted by Solution Provider under another active contract with Concur regarding lead referrals (such as a contract pertaining to referral of prospective enterprise customers);

b) For any prospective Government Customer; or

c) Where the lead referral worksheet designates Solution Provider or any Affiliate of Solution Provider as the prospective Customer.

3.1.4. Data Privacy. Solution Provider shall comply with Applicable Laws in connection with (a) submission of Prospect information to Concur, including obtaining consents necessary for the collection of personal information and for its disclosure to and use by Concur and (b) any marketing activities it undertakes in connection with this Agreement.  Solution Provider shall comply with all opt out, unsubscribe, and "do not call" requests and shall not use SMS as a method of marketing the Concur Service.

3.1.5. Gaming.  Solution Provider shall not conduct any gaming under this Agreement, including intentional submission of low-quality leads in high volume, cross-referring other Program participants or Affiliates of other Program participants, or otherwise.

3.2. Referral Fees. Subject to the terms of the Agreement, Concur shall pay Solution Provider Referral Fees for Qualified Transactions, in amounts calculated as specified in Exhibit A based on the Program Level at the time the Qualified Transaction occurred, and location of the applicable Customer.

3.2.1. Cap on Referral Fees.  A cap on Referral Fees paid to Solution Provider for a given Qualified Transaction will apply as specified in the attached Exhibit A.

3.2.2. Payment of Referral Fees.  Payment to Solution Provider of earned Referral Fees, if any, will be made by ACH if Solution Provider is located in the United States, and by wire transfer if Solution Provider is located in any other country in the Program Territory.  In order to receive payment for Referral Fees, Solution Provider shall provide all information reasonably required by Concur.  Concur will not pay Solution Provider any Referral Fees for transactions that occurred in connection with any violation of the Agreement or Applicable Law by Solution Provider, all as determined by Concur in its sole discretion. In the event Concur has reason to believe that a breach of any Solution Provider representation and warranty under Section 4 has occurred or may occur, Concur may withhold further payments of Referral Fees until such time as it has received confirmation to its satisfaction that no such breach has occurred or will occur.  Concur shall not be liable to Solution Provider for any claims, losses or damages whatsoever related to its decision to delay or withhold, payments under this Section 3.2.2. Only Referral Fees that are allowable under applicable law, regulation or administrative requirement shall be due and payable by Concur. Concur shall pay Referral Fees in the currency specified in Exhibit A to the Agreement.

3.2.3. Submission of W-9 / W-9BEN.  In order to receive any payment of earned Referral Fees in connection with the Program, Solution Provider shall (i) complete all information requested in the Program application form and promptly notify Concur of any changes to such information by written notice in accordance with the requirements of Section 12, or by email to the applicable Concur Mailbox (as indicated in Section 1.9), and (ii) submit a completed Form W-9 (for U.S.-based companies) or Form W-8BEN (for non-U.S. based companies) to Concur by email to the applicable Concur Mailbox (as indicated in Section 1.9), or in accordance with any instructions otherwise provided by Concur. Solution Provider must comply with all the requirements in this Section in order to receive payment, and failure to do so will result in non-payment by Concur.

3.2.4. Right of Offset.   Except with respect to any Referral Fee paid at the Registered Program Level (as defined in Exhibit A to the Agreement), Concur reserves the right to deduct or offset from Referral Fees earned under this Agreement, on an ongoing basis, any amount previously paid to Solution Provider in Referral Fees with respect to Concur Lost Revenue. 

3.2.5. Account Charges.  Solution Provider is solely responsible for providing and maintaining accurate contact and payment information associated with Solution Provider’s account. Any bank fees resulting from a contact or payment account information error or omission by Solution Provider may be deducted from any newly-issued payment to Solution Provider. In the event Concur is unable to locate Solution Provider for the payment of Referral Fees after using commercially reasonable efforts, Concur may retain the Referral Fees in accordance with Applicable Laws. Concur may charge a reasonable fee for account maintenance against such Referral Fees up until there are no longer any Referral Fees remaining.

3.2.6. Taxes. Each party will be responsible for billing, collecting, and remitting sales, use, value added, and other comparable taxes due with respect to (or incurred in connection with) the sale or license of such party's goods or services. Neither party is liable for any taxes, duties, levies, fees, excises or tariffs incurred in connection with or related to the sale of the other party's goods or services. Referral Fees paid by Concur are exclusive of sales, use, value added or other comparable taxes that may be applicable in connection with Solution Provider’s activities under this Agreement ("Taxes").  The parties agree to work together in good faith to develop a mutually-agreed approach to invoicing for any applicable Taxes.

3.2.7. Reporting. Each payment of Referral Fees will include a report including sufficient information, as determined by Concur in its sole discretion, to show the calculation of the Referral Fees.

3.2.8. Disclaimer.  Concur's calculation of the Referral Fees will be based upon reports available to Concur. The reports available to Concur may contain discrepancies from the reports available to Solution Provider, due to the stage at which the report is received, technology-related issues, or other reasons. CONCUR'S PAYMENTS WILL BE BASED ON THE REPORTING AVAILABLE TO CONCUR AND CONCUR WILL HAVE NO LIABILITY FOR ANY DISCREPANCIES BETWEEN THE INFORMATION AVAILABLE TO  SOLUTION PROVIDER AND THE INFORMATION AVAILABLE TO CONCUR.  Solution Provider acknowledges and agrees that Concur makes no guarantee, prediction, or representation regarding the ability of Solution Provider to generate Customers or earn Referral Fees.

4.  Compliance With Laws; General Conduct. 

4.1. Solution Provider shall, and shall ensure that all agents, subcontractors, employees, associates, representatives, and any other persons acting on its behalf, conduct its operations at all times in strict compliance with all applicable existing and future laws, rules and regulations, including, but not limited to, the United States Foreign Corrupt Practices Act, 15 U.S.C. § 78dd-1, et seq. and the Bribery Act 2010 of the United Kingdom, as each may be modified from time to time ("Applicable Laws"). 

4.2. Solution Provider represents and warrants to Concur that:

4.2.1. Solution Provider, its agents, subcontractors, employees, associates, representatives, and any other entity or natural person acting on the Solution Provider`s behalf have not directly or indirectly paid, offered or promised to pay, or authorized the payment of, and will not directly or indirectly pay, offer or promise to pay, or authorize the payment of any monies or gifts or anything of value to any employee or representative of a Prospect, Accepted Lead, Customer, or other Concur customer; to any government official or employee, political party official or candidate, or officer or employee of any public international organization; or  to an immediate family member of such persons ("Prohibited Parties") for the purpose of influencing their acts or decisions in order to secure or retain business on behalf of Concur or any Concur Affiliate ("Prohibited Payments").

4.2.2.  Neither Solution Provider, nor any of its agents, subcontractors, employees, associates, representatives, direct or indirect owners, or any other person acting on its behalf or an immediate family member of such persons, was a Prohibited Party during the period from ninety (90) days prior to the Effective Date, is currently a Prohibited Party, or will become a Prohibited Party during the term of this Agreement; and  in the event that during the term of this Agreement there is a change in the information contained in this Section 4.2.2, Solution Provider agrees to make immediate disclosure to Concur, and in that case, Concur may immediately terminate this Agreement by written notice.

4.3. Solution Provider represents and warrants to Concur that it has not been convicted of or pleaded guilty to an offence involving fraud, corruption or other dishonest conduct, and that it is not listed by any government agency as debarred, suspended, or proposed for suspension or debarment or otherwise ineligible for government procurement programs. Solution Provider further represents and warrants that neither it nor its employees or subcontractors are members of management or in a position to influence decisions of a Prospect or Accepted Lead regarding any purchase of Concur Service or other products or services from Concur.  

4.4. Solution Provider shall not pay or tender directly or indirectly any commission or finders or referral fee to any firm, organization or person in connection with its activities on behalf of Concur.

4.5. Solution Provider shall not make, offer or promise any payments or gifts directly or indirectly to any employee of a Prospect, Accepted Lead, Customer, or other Concur customer.  Any business entertainment offered to a Prospect, Accepted Lead, or Customer must comply with the spirit and letter of the limits established in the relevant local Concur Code of Business Conduct, copies of which are available upon request. Solution Provider shall not pay or offer or agree to pay any political contribution or donation in respect of any business for which it provides referral services to Concur.

4.6. Solution Provider shall not obtain on Concur´s behalf or provide to Concur any information which is not legally available in the applicable territory, or which is procurement-sensitive, proprietary, or classified, where there is reason to believe that possession of such information is unauthorized, illegal, or unethical.

4.7. Solution Provider shall not engage in any deceptive, misleading, illegal, or unethical marketing activities or activities that otherwise may be detrimental to Concur, Prospects, Accepted Leads, Customers, other Concur customers, the Concur Service, or to the public.  Solution Provider shall ensure it avoids any actual or apparent conflict between Solution Provider’s duties or obligations to other parties and Solution Provider’s obligations and activities performed, and benefits received, under this Agreement.

4.8. Solution Provider shall, at the request of Concur, and at least annually, certify that it has not, nor to its knowledge has any other person, including but not limited to any employee, agent, subcontractor, associate and representative of Solution Provider, made, offered to make, agreed to make or authorized the making of any Prohibited Payments.  Solution Provider further agrees that should it learn of or have reason to know of any such payment, offer, agreement or authorization to make a Prohibited Payment, or any other violation of Applicable Laws in connection with this Agreement or Concur's business, it will immediately advise Concur of such knowledge or suspicion.

4.9. Solution Provider shall promptly and diligently complete and return compliance-related questionnaires at Concur’s request on an annual basis.  Concur has the right to audit the activities and records of Solution Provider and its employees, associates, agents, subcontractors or any other person acting on its behalf in connection with the performance of this Agreement.  In particular, in the event Concur has reasonable belief that a breach of any of the representations and warranties made by Solution Provider under Section 4, has occurred or may occur, Concur shall have the right to perform an audit of the activities and records of Solution Provider or any of its employees or associates in order to verify that no such breach has occurred.  Upon Solution Provider’s written request, Concur shall select an independent third party to conduct such audit.  Solution Provider shall, and shall cause its employees and associates to fully cooperate in any such audit conducted by or on behalf of Concur.

4.10. Solution Provider shall not make any representations, warranties, or commitments to any third party with respect to the specifications, features, or capabilities of the Concur Service that are inconsistent with the then-current Concur Materials, including any product feature functionality, future product functionality, or product development initiatives.

4.11. Solution Provider may obtain access to view or use the Concur Property, while performing under this Agreement, including but not limited to attending demonstrations to Prospects by Concur.  Solution Provider shall not use the Concur Property, information gained from access to the Concur Property, or other Confidential Information of Concur for any purpose other than assisting Concur with sales of Concur Service to Prospects in accordance with the terms of this Agreement.

5.  Licenses; Ownership and Limitations.

5.1. Trademark Licenses.

5.1.1. Concur hereby grants Solution Provider a nonexclusive, revocable, non-transferable, non-sublicenseable, royalty-free license, solely for the purpose of identifying Solution Provider’s participation in the Program and promoting the Concur Service in accordance with the terms of this Agreement, to: (a) display the Concur Marks provided by Concur, and any other Concur Marks identified by Concur as available for use by Program participants or otherwise furnished by Concur to Solution Provider hereunder, on Solution Provider’s website and (b) use the Concur Marks and Concur Materials as directed or approved by Concur.  Solution Provider may also display the applicable Program logo on its business cards solely for the purpose of identifying its participation in the Program.  Concur reserves all rights to the Concur Marks and Concur Materials not expressly granted to Solution Provider herein.  

5.1.2. Solution Provider hereby grants Concur a nonexclusive, revocable, non-transferable, non-sublicenseable, royalty-free license, solely for the purpose of identifying Solution Provider’s participation in the Program pursuant to the terms of this Agreement, to display the Solution Provider Marks on Concur’s websites and to use the Solution Provider Marks in marketing materials and presentations.  Solution Provider reserves all rights to the Solution Provider Marks not expressly granted to Concur herein.

5.1.3. Solution Provider shall not alter, modify, or change the Concur Materials in any way without the prior written approval of Concur. 

5.1.4. Neither party shall use the Marks of the other party in any unsolicited bulk e-mail or unsolicited commercial e-mail, other than in compliance with Applicable Laws, including, without limitation, applicable anti-spam laws and regulations.  Any joint marketing materials shall be approved in advance by both parties.

5.1.5. Any use by Solution Provider of Concur Marks or by Concur of Solution Provider Marks pursuant to the licenses granted in Section 5.1.1 and Section 5.1.2 shall be in accordance with the granting party's reasonable written trademark usage policies provided to the other party and with proper markings and legends. Neither party shall make any express or implied statement or suggestion, or use the other party's Marks in any manner, that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on the other party or its business, products or services. Each party shall cease, or adjust the manner of, its use of any Concur Mark or Solution Provider Mark, as applicable, at the request of the other party. The granting party may withdraw any approval of any use of Marks at any time in its sole discretion.

5.2 Marketing and Publicity.  Except as expressly permitted under the terms of this Agreement, neither party shall use the other party’s Marks or other trademark, tradename, or service mark in any sales, advertising, marketing or promotional activities, including without limitation, any publication, press release, advertisement, website, or public forum without the prior written approval of the other party.

5.3. Ownership; Limitations. Concur and its licensors and suppliers own and retain all right, title, and interest in and to the Concur Property. Except as otherwise expressly authorized herein or by Concur in writing, the non-exclusive rights set forth in this Agreement are the entirety of Solution Provider’s rights in connection with the Concur Property.   Solution Provider acknowledges Concur’s exclusive rights in all of the Concur Marks and all goodwill associated therewith, and acknowledges that any and all plain-text uses of Concur Marks by Solution Provider inure solely to the benefit of Concur.   Solution Provider shall not challenge Concur’s exclusive rights in and to the Concur Marks.   Solution Provider shall not do anything that might harm the reputation or goodwill of Concur or any of the Concur Marks.   Solution Provider shall not take any action inconsistent with Concur’s rights in the Concur Marks.   Solution Provider shall not adopt, use, or register any corporate name, trade name, trademark, service mark, internet domain name, or other designation confusing similar to the Concur Marks or incorporating in any way any of the Concur Marks.  If at any time  Solution Provider attempts to acquire any rights in, or registration(s) or application(s) of any kind for, containing or corresponding to the Concur Marks by operation of law or otherwise,  Solution Provider will immediately and at no expense to Concur assign such rights, registrations, names or applications to Concur, along with any and all associated goodwill.   Solution Provider shall not bid on or purchase any keyword which is a Concur Mark in any keyword advertising service (such as, for example, Google AdWords).

6.  Confidentiality.  

6.1. Confidential Information.  "Confidential Information" means, with respect to Concur: (a) the Concur Service and all information which Concur protects against unrestricted disclosure to others, including but not limited to all (i) computer software (both object and source codes) and related documentation or specifications regarding Concur products and services, (ii) techniques, concepts, methods, processes and designs embodied in or relating to the Concur Service and (iii) all application program interfaces, system infrastructure, system security and system architecture design relating to the Concur Service;  (b) Concur research and development, product offerings, pricing and availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies; and (c) the terms of the Agreement and content of the Program Guide. Confidential Information of either Concur or Solution Provider (the party disclosing such information being the "Disclosing Party" and the party receiving such information being the "Receiving Party") may also include other information which the Disclosing Party protects against unrestricted disclosure to others that (i) the Disclosing Party or its representatives designates as confidential at the time of disclosure; or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure, including, without limitation, information about or concerning any third party that is disclosed to the Receiving Party under this Agreement.  Notwithstanding anything to the contrary, Prospect contact information provided to Concur in a lead referral worksheet or otherwise shall in no event be deemed the Confidential Information of Solution Provider.

6.2. Confidential Treatment.  During the term of the Agreement and for three (3) years after its expiration or termination, neither party shall use or reproduce in any form the Confidential Information of the other party in any form except as required to accomplish the intent of this Agreement.  Any reproduction of any Confidential Information of the other party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party (a) shall take Reasonable Steps (defined below) to keep all Confidential Information confidential; and (b) shall not disclose any Confidential Information of the other party to any person other than its employees whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder and who are under obligations of confidentiality substantially similar to those set forth herein. As used herein "Reasonable Steps" means those steps the receiving party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care.

6.3. Exceptions.  Notwithstanding anything to the contrary, the obligations of both parties set forth in this Section 6 shall not apply to any information that:  (a) is or becomes a part of the public domain through no wrongful act of Receiving Party; (b) was in Receiving Party’s possession free of any obligation of confidentiality at the time of Disclosing Party’s communication thereof directly or indirectly to Receiving Party; (c) is developed by Receiving Party completely independent from all Confidential Information of Disclosing Party; or (d) is required by law or regulation to be disclosed, but only to the extent and for the purpose of such required disclosure after providing Disclosing Party with advance written notice, if reasonably possible, such that Disclosing Party is afforded an opportunity to contest the disclosure or seek an appropriate protective order.

6.4. Remedies.  The parties recognize and agree that money damages are an inadequate remedy for breach of this Section 6 and further recognize that any such breach would result in irreparable harm to the non-breaching party. Therefore, in the event of any such breach, the non-breaching party may seek injunctive relief from a court of competent jurisdiction to enjoin such activity in addition to any other remedies available to it.

6.5. Feedback. Solution Provider may provide, or Concur may solicit, input regarding the Concur Service, or other Concur products or services, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Concur Service or any other Concur site, service or product (collectively "Feedback"). Solution Provider acknowledges and agrees that any information disclosed by Concur during discussions related to Feedback shall be considered Concur Confidential Information. Concur has the right to use Feedback for any purpose, without restriction or remuneration of any kind in relation to Solution Provider and/or Solution Provider’s representatives.

               

7.  Term and Termination.

7.1. Term.  This Agreement will begin on the Effective Date and, unless terminated earlier in accordance with its terms, continue for an initial period ending on December 31 of the calendar year in which the third (3^rd) anniversary of the Effective Date occurs (the "Initial Term"). Following the Initial Term, the Agreement will continue until terminated by either Concur or Solution Provider in accordance with its terms.

7.2. Termination.

7.2.1. Termination for Convenience.  Concur may terminate this Agreement at any time without cause, for any or no reason, by providing Solution Provider at least thirty (30) days’ advance written notice of termination.  After the Initial Term, Solution Provider may terminate this Agreement without cause, for any or no reason, by providing Concur  at least thirty (30) days’ advance written notice of termination and such notice may be sent by email to the applicable Concur Mailbox (as indicated in Section 1.9).

7.2.2. Termination for Cause by Concur.  Concur may terminate this Agreement for cause as follows: (a) immediately upon written notice to Solution Provider in the event Concur suspects any breach by Solution Provider of Section 3.1.4, Section 3.1.5, or Section 4; (b) immediately upon written notice to Solution Provider in the event Solution Provider becomes subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (c) immediately upon written notice to Solution Provider in the event Solution Provider is acquired by or otherwise becomes a direct competitor of Concur; or (d) upon written notice to Solution Provider in the event of a breach of any other provision of the Agreement by Solution Provider that is not cured within ten (10) days after delivery of written notice to Solution Provider of the breach. 

7.2.3. Termination for Cause by Solution Provider.  Solution Provider may terminate this Agreement for cause as follows: (a) immediately upon written notice to Concur in the event Concur becomes subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (b) upon written notice to Concur in the event of a breach of any provision of the Agreement by Concur that is not cured within ten (10) days after delivery of written notice to Concur of the breach.

7.2.4. Program Termination. Concur reserves the right to discontinue the Program for all Solution Providers at any time by providing a notification at the then-current Program website and/or portal at least sixty (60) days prior to the effective date of the Program termination, which will also constitute the Termination Date of the Agreement between Concur and each Solution Provider.  If Concur discontinues the Program, Concur shall use commercially reasonable efforts to provide an Email Notification to Solution Provider on or before the posting date of the Program termination notification on the Program website and/or portal.

7.2.5. Agreement Void.  Notwithstanding anything to the contrary, in the event of a breach of any of the representations and warranties made by Solution Provider in Section 4.2 or 4.3, this Agreement shall be void ab initio without the requirement of any written notice of cancellation.  All claims for payment by Solution Provider of Referral Fees shall be automatically terminated and cancelled and all Referral Fees previously paid shall be forthwith refunded to Concur. Concur shall not be liable to Solution Provider for any claims, losses or damages whatsoever related to termination of the Agreement and cancellation of any Referral Fees under this Section 7.2.5.

7.3. Effect of Termination; Survival.

7.3.1. General. Upon the Termination Date (i) all licenses granted to either party under this Agreement will immediately and automatically terminate; (ii) except as set forth in Section 7.3.2, all rights of Solution Provider to earn or receive payment of Referral Fees under the Agreement will immediately terminate and all other privileges and benefits of Solution Provider’s participation in the Program will be immediately revoked; (iii)  Solution Provider shall immediately cease all use of Concur Marks and Concur Materials and shall otherwise discontinue representing in all instances and locations that  Solution Provider is a participant in the Program; (iv) Concur shall immediately cease all use of Solution Provider Marks and shall otherwise discontinue representing in all instances and locations that Solution Provider is a participant in the Program (v)  each party shall destroy or return all Confidential Information of the other party in its possession; and (vi) Sections 1, 2, 3.2.4, 3.2.6, 3.2.8, 4, 5.3, 6, 7, 8, 9, 10, 11, 12, and 13 will survive the termination of this Agreement. 

7.3.2. Effect on Referral Fees.

7.3.2.1. If the Agreement is terminated by Concur under Section 7.2.1 (Termination for Convenience) or Section 7.2.4 (Program Termination), or by Solution Provider under Section 2.3 (Modification of Agreement) or Section 7.2.3 (Termination for Cause), Concur shall continue to pay Referral Fees to Solution Provider in accordance with the terms of this Agreement after the Termination Date for (i) Qualified Transactions that closed prior to the Termination Date and (ii) Accepted Leads submitted prior to the Termination Date that result in Qualified Transactions. 

7.3.2.2. If the Agreement is terminated by Concur under Section 4.2.2 or Section 7.2.2 (Termination for Cause), or by Solution Provider under Section 7.2.1 (Termination for Convenience), Concur shall pay Solution Provider for all unpaid Referral Fees payable hereunder on or prior to the Termination Date within forty-five (45) days after the end of the calendar quarter in which the Termination Date occurs.

8. Indemnification. Solution Provider shall defend, indemnify and hold harmless Concur and its employees, directors, agents, successors and assigns against any liability, fine, penalty, loss, damage or cost (including reasonable attorneys’ fees and related legal expenses) incurred in connection with any Claim brought against Concur or its employees, directors, agents, successors and assigns by any third party which arises out of, results from, or is otherwise in connection with any breach by Solution Provider of any term of this Agreement. Concur shall promptly notify Solution Provider of any Claim for which Solution Provider has an indemnity obligation under this Section 8 and provide Solution Provider with all reasonable assistance at Solution Provider’s cost.

9. Relationship of Parties.  Neither party shall represent that it is acting as an agent of the other party or otherwise on behalf of the other party.  This Agreement does not create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties, notwithstanding any use of the term "partner" in any Program documentation, public announcement, or marketing materials.  In no event is Solution Provider authorized to distribute Concur Service, or any other Concur products or services for resale or otherwise obligate Concur to provide any products or services to any third party. Solution Provider has no authority to make or accept any offers or representations or to sign any agreements on Concur's behalf, or to perform any aspect of the Concur Service or implementation thereof on behalf of Concur.  Solution Provider shall not make any statement, whether on Solution Provider's website or otherwise, that contradicts anything in this Section 9.

10. Disclaimer of Warranty. CONCUR PROVIDES THE PROGRAM, INCLUDING BUT NOT LIMITED TO THE CONCUR MARKS, CONCUR MATERIALS, ANY OTHER APPLICABLE CONCUR PROPERTY, AND ANY PROGRAM WEBSITE OR PORTAL THAT MAY EXIST AS OF THE EFFECTIVE DATE OR IN THE FUTURE, "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONCUR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE PROGRAM, THE CONCUR PROGRAM WEBSITE AND PORTAL (IF ANY), AND ALL OTHER APPLICABLE CONCUR PROPERTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAW, INCLUDING WITHOUT LIMITATION (a) WARRANTIES OR CONDITIONS WITH RESPECT TO VALIDITY, NON-INTERRUPTION, ERROR-FREE OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, FUNCTIONALITY, PERFORMANCE,  ACCURACY, BENEFITS, OR AVAILABILITY AND (b) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE.  IN NO EVENT WILL CONCUR BE LIABLE TO SOLUTION PROVIDER FOR ANY CLAIM, LOSS OR DAMAGE ARISING OUT OF THE OPERATION OR AVAILABILITY OF THE PROGRAM, THE PROGRAM WEBISTE OR PORTAL (IF ANY), OR OTHER APPLICABLE CONCUR PROPERTY.

11. LIMITATION OF LIABILITY.

11.1. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF SECTION 8, A BREACH OF ANY WARRANTY OR OBLIGATION UNDER SECTION 4.1 THROUGH 4.8, INCLUSIVE, SECTION 5.3, OR SECTION 6, NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES GREATER THAN THE AMOUNT PAID OR DUE AND OWING IN REFERRAL FEES TO SOLUTION PROVIDER UNDER THIS AGREEMENT FOR THE PRIOR TWELVE (12) MONTHS.

11.2. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF SECTION 8, OR A BREACH OF SECTION 5.3 OR SECTION 6, NEITHER ITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3. THE LIABILITY LIMITATIONS OF THIS SECTION 11 APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (i) BREACH OF CONTRACT, (ii) BREACH OF WARRANTY, (iii) NEGLIGENCE, OR (iv) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAWS.

12. Parties, Legal Notices, Governing Law, Jurisdiction, and Currency. 

12.1. General.  The Concur entity that Solution Provider is contracting with under this Agreement, the address to which Solution Provider must send any notices arising under or related to this Agreement, the courts that can adjudicate any lawsuit between the parties in connection with the Agreement or the Program, and the currency of payment of Referral Fees, depend on the country where the applicable Prospect is domiciled, and are as follows:

For each Prospect or Customer to a Qualified Transaction domiciled in:	Solution Provider is contracting with the following Concur entity (and such entity is the payor of any applicable Referral Fees):	Notices should be addressed to:	The governing law is:	The courts having exclusive jurisdiction are those located in:	The currency for payment of Referral Fees for any resulting Qualified Transaction is:
United States	Concur Technologies, Inc.	Concur Technologies, Inc. 601 108th Avenue NE, Suite 1000, Bellevue, WA  98004, Attention: Legal Department Facsimile: (425) 590-5344	The state of Washington, USA	King County, Washington USA or New York, New York USA	USD$
Canada	Concur Technologies, Inc.	Concur Technologies, Inc. 601 108th Avenue NE, Suite 1000, Bellevue, WA  98004, Attention: Legal Department Facsimile: (425) 590-5344	Canada	Ontario, Canada	USD$
United Kingdom or Republic of Ireland	Concur Holdings (Netherlands) B.V.	Concur Holdings (Netherlands) B.V. Barbara Strozzilaan 101 1083 HN Amsterdam The Netherlands With a copy to: 601 108th Avenue NE, Suite 1000, Bellevue, WA  98004, Attention: Legal Department Facsimile: (425) 590-5344	England	England	GBP£
Australia or New Zealand	Concur Holdings (Netherlands) B.V.	Concur Holdings (Netherlands) B.V. Barbara Strozzilaan 101 1083 HN Amsterdam The Netherlands With a copy to: 601 108th Avenue NE, Suite 1000, Bellevue, WA  98004, Attention: Legal Department Facsimile: (425) 590-5344	New South Wales, Australia	New South Wales, Australia	AUD$

12.2. Manner of Giving Notice.  Except as otherwise specified in this Agreement, all notices hereunder by either party shall be given by personal delivery (including reputable courier service), fees prepaid, or by sending such notice by registered or certified mail return receipt requested, and postage prepaid.  Such notices shall be deemed to have been given and delivered upon receipt or attempted delivery (if receipt is refused), as the case may be, and the date of receipt identified by the applicable courier or by the postal service on any return receipt card shall be conclusive evidence of receipt.  Notices also may be sent by facsimile transmission, which shall be deemed received when transmitted if:  (i) a document is electronically generated by the transmitting machine confirming that the transmission was received; and (ii) the party transmitting the notice also sends such notice the same day by any of the other notice methods described above.  Any party, by written notice to the other as above described, may alter the address for receipt by it of written notices hereunder.

12.3. Governing Law.  Concur and Solution Provider each agree that the Agreement shall be governed by, subject to, and interpreted in accordance with the applicable governing law above without regard to choice of laws principles.

12.4. Waiver of Jury Trial.  Each party hereby waives any right to jury trial in connection with any action, claim, or proceeding arising out of or related to this Agreement.

13. General.

13.1. Governing Language.  The parties agree that English is the governing language of the Agreement.  Applicable to Solution Providers domiciled in Québec, Canada:  Les parties déclarant qu’elles ont exigé, et par les présentes, confirment leur demande que ce contrat soit rédigé en anglais.

13.2. Assignment.  Solution Provider may not assign this Agreement, in whole or in part, (including by operation of law), without the prior written consent of Concur.  Notwithstanding the foregoing, Solution Provider may assign this Agreement without the consent of Concur in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Solution Provider’s assets not involving a direct competitor of Concur or its Affiliates. Any purported assignment in violation of this Section is void.  Subject to the provisions of this Section 13.2, this Agreement shall be binding on each party’s respective successors and assigns.  There are no third party beneficiaries to this Agreement.

13.3. Interpretation of Section Headings. The section titles in the Agreement are solely used for convenience and have no legal or contractual significance.

13.4. Waiver and Severability.  Failure to enforce any term of this Agreement shall not be deemed a waiver of the right to later enforce such term or any other term of this Agreement.  If any provision of this Agreement, in whole or in part, is found to be void or unenforceable, that provision will be enforced to the maximum extent possible, and the remaining provisions of this Agreement will remain in full force and effect.

13.5. Entire Agreement; Amendment.  This Agreement constitutes the entire agreement between  Solution Provider and Concur with respect to the Program and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between  Solution Provider and Concur with respect to the Program.  This Agreement may only be modified in accordance with the terms of Section 2.3.  For purposes of clarification, this Agreement does not supersede or replace any written agreement mutually executed by Concur and Solution Provider (other than any Advisor Program Platinum Membership Agreement and any amendment or Elite Addendum thereto) pertaining to referral by Solution Provider of leads to Concur, such as leads provided under other programs or for other market segments (e.g., enterprise referrals).

13.6. No Exclusivity.  This Agreement does not create an exclusive agreement between the parties.  Each party has the right to recommend, and to work with third parties in connection with the sale of, similar products and services. 

 

 

EXHIBIT A

PROGRAM LEVELS AND REFERRAL FEES

This Exhibit is made as of the Effective Date and is incorporated into the Concur Solution Provider Program Referral Agreement between Concur and Solution Provider (the "Agreement").  Capitalized terms used but not defined in this Exhibit will have the meaning identified elsewhere in the Agreement. 

1. Program Level Qualification 

1.1 Registered Program Level:  Upon the Effective Date of the Agreement, Solution Provider’s participation in the Program is at the Registered Program Level.  Solution Provider will remain at the Registered Program Level unless and until it qualifies for the Platinum Program Level as described below.  Solution Provider will start an Annual Period at the Registered Program Level if two (2) or fewer Qualified Transactions occur in the immediately preceding Annual Period.

1.2 Platinum Program Level:  Solution Provider is qualified to participate at the Platinum Program Level immediately following the third (3^rd) Qualified Transaction occurring within (i) the initial Annual Period, or (ii) any subsequent Annual Period where Solution Provider started at the Registered Program Level. For purposes of clarification, in any such Annual Period where Solution Provider is qualifying within the Annual Period for the Platinum Program Level, the fourth (4^th) Qualified Transaction within such Annual Period is the first for which Referral Fees are paid at the Platinum Program Level.  Solution Provider will start an Annual Period at the Platinum Program Level if at least three (3) and no more than eight (8) Qualified Transactions occur in the immediately preceding Annual Period.

1.3 Diamond Program Level: Solution Provider is qualified to participate at the Diamond Program Level immediately following the ninth (9^th) Qualified Transaction occurring within (i) the initial Annual Period, or (ii) any subsequent Annual Period where Solution Provider started at the Registered Program Level or Platinum Program Level. For purposes of clarification, in any such Annual Period where Solution Provider is qualifying within the Annual Period for the Diamond Program Level, the tenth (10^th) Qualified Transaction within such Annual Period is the first for which Referral Fees are paid at the Diamond Program Level. Solution Provider will start an Annual Period at the Diamond Program Level if nine (9) or more Qualified Transactions occur in the immediately preceding Annual Period.

Program Level Transitions

2.1 Transitions Within an Annual Period:  Transitions from one Program Level to the next within an Annual Period (such as from Registered to Platinum) occur automatically upon satisfaction of the qualification criteria for the next Program Level as set forth in Section 1 in this Exhibit.  Concur may provide an Email Notification for any transition to the next Program Level occurring within an Annual Period and require Solution Provider to acknowledge the current Program Level through an electronic acceptance, or as otherwise designated by Concur.  

2.2 Transitions from Annual Period to Annual Period:  The Program Level applicable to Solution Provider at the end of the initial Annual Period will carry over to the start of the next (second) Annual Period.  The Program Level applicable to Solution Provider at the start of each subsequent Annual Period (third and beyond) will depend on the number of Qualified Transactions occurring within the immediately preceding Annual Period.  Concur may provide an Email Notification of the starting Program Level for an Annual Period and require Solution Provider to acknowledge such level through an electronic acceptance, or as otherwise designated by Concur. 

2.3 Effect of Transitions:  If Solution Provider qualifies at any time for the Platinum or Diamond Program Level, the Referral Fee calculations coinciding with such Program Levels will apply prospectively only to applicable Qualified Transactions.  In no event will a change in Program Level have any impact on calculation or payment of Referral Fees for Qualified Transactions that occurred prior to the Program Level change.

2.4 Illustration of Program Level Transition:  For purposes of illustration only, and subject to the terms of the Agreement: 

A. If six (6) Qualified Transactions occur in Solution Provider’s initial Annual Period, Concur would calculate and pay Referral Fees to Solution Provider for the first three (3) Qualified Transactions based on the Registered Program Level and for the fourth (4^th) through sixth (6^th) Qualified Transactions based on the Platinum Program Level;

B. Solution Provider would start the second Annual Period at the Platinum Program Level; if fifteen (15) Qualified Transactions occur in the second Annual Period, Concur would calculate and pay Referral Fees to Solution Provider for the first nine (9) Qualified Transactions based on the Platinum Program Level and for the tenth through fifteenth (10^th - 15^th) Qualified Transactions based on the Diamond Program Level;

C. Solution Provider would start the third Annual Period at the Diamond Program Level; if three (3) Qualified Transactions occur in the third Annual Period, Concur would calculate and pay Referral Fees to Solution Provider for such Qualified Transactions based on the Diamond Program Level;

D.  Solution provider would start the fourth Annual Period at the Platinum Program Level based on the activity in the preceding Annual Period.

3. Program Benefits – Referral Fees. 

3.1 Calculation of Referral Fees.  Subject to the terms of the Agreement, Concur shall pay Solution Provider Referral Fees for Qualified Transactions in an amount calculated as shown below in this Section 3.1.  Referral Fees are calculated based on the Program Level in effect for Solution Provider at the time the applicable Qualified Transaction occurred, and location where the applicable Customer is domiciled.

Registered Program Level

Domicile of Customer	One-Time Referral Fee per Qualified Transaction
United States	USD $250.00
Canada	USD $250.00
United Kingdom or Republic of Ireland	GBP £158.00
Australia or New Zealand	AUD $255.00

Platinum and Diamond Program Levels: For each Qualified Transaction to which the Platinum or Diamond Program Level applies, Concur shall pay Referral Fees to Solution Provider equal to the product of (i) the Net Recurring Revenue collected by Concur from the applicable Customer for Concur Service performed during Year 1 and Year 2, multiplied by (ii) the applicable referral percentage shown in the table below.

Domicile of Customer	Referral Percentage - Platinum Level	Referral Percentage - Diamond Level
United States	Year 1 – 25% Year 2 – 5%	Year 1 – 35% Year 2 – 10%
Canada	Year 1 – 25% Year 2 – 5%	Year 1 – 35% Year 2 – 10%
United Kingdom or Republic of Ireland	Year 1 – 25% Year 2 – 5%	Year 1 – 35% Year 2 – 10%
Australia or New Zealand	Year 1 – 25% Year 2 – 5%	Year 1 – 35% Year 2 – 10%

3.2 Cap on Referral Fees; Excluded Amounts. For each Qualified Transaction for which Solution Provider earns Referral Fees at the Platinum or Diamond Program Level, Solution Provider is eligible to earn up to a maximum aggregate amount of USD$100,000.00, GBP£63,000.00, or AUD$102,000.00 in Referral Fees, as applicable (the "Fee Maximum"). After the cumulative amount paid in Referral Fees to Solution Provider for the applicable Qualified Transaction has reached the Fee Maximum, all rights to earn or receive payment of Referral Fees under the Agreement for such Qualified Transaction will immediately terminate.  Further, and notwithstanding anything to the contrary in the Agreement, Concur will not pay Referral Fees earned at the Platinum or Diamond Program Level for any Year 1 or Year 2 Net Recurring Revenue which the applicable  Customer paid more than twelve (12) months after the applicable invoice date.

3.3 Payment of Referral Fees.

3.3.1 Registered Program Level.  Referral Fees earned at the Registered Program Level for a given Qualified Transaction will become payable by Concur in the calendar quarter in which the applicable Qualified Transaction occurs.  Timing of Payment is as set forth in Section 3.3.3 of this Exhibit.

3.3.2 Diamond or Platinum Program Level.  Referral Fees earned at either the Platinum or Diamond Program Level for a given Qualified Transaction will become payable by Concur each calendar quarter in which Net Recurring Revenue is collected.  Timing of Payment is as set forth in Section 3.3.3 of this Exhibit.

3.3.3 Timing of Payment. Concur shall pay Referral Fees, at a minimum frequency, within forty-five (45) days after the end of each calendar quarter in which the amount of payable Referral Fees is at least USD$500.00, or equivalent as determined by Concur  ("Minimum Payment Amount").  If aggregate amounts of Referral Fees due and payable to Solution Provider for a given calendar quarter are less than the Minimum Payment Amount, then the payment of Referral Fees may be held at Concur’s discretion and aggregated with amounts due and payable for subsequent calendar quarters until the Minimum Payment Amount is achieved.  Notwithstanding the foregoing, if Referral Fees totaling the Minimum Payment Amount have not accumulated by the end of a calendar year, Concur shall pay the accrued Referral Fees within forty-five (45) days after the end of last calendar quarter of such calendar year. Concur may waive the Minimum Payment Amount requirement, in whole or in part, at any time, and such waiver will not constitute a waiver of Concur rights under this Section 3.3.3 with respect to future payments.