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Feral Friends Animal Rescue and Assistance (“Feral Friends”) and (“Program Partner”) (Feral Friends and Program Partner shall be collectively referred to as the “Parties,” and singularly referred to as “Party”) enter into this Program Partner Agreement (the “Agreement”) as follows:

Whereas, Feral Friends is a not for profit, 501(c)(3) animal welfare organization and Texas not for profit corporation;

Whereas, Program Partner is a not for profit, 501(c)(3) organization;

Whereas, PrimeLending, A Plains Capital Company (“PrimeLending”) is licensed by the Texas Real Estate Commission and entitled under the law to accept the payment of real estate commissions;

Whereas, Feral Friends is a member of the EARN Prime Benefit Program (“Feral Friends EARN Program”);

Whereas, as a member of the EARN Prime Benefit Program, Feral Friends participates in EARN Program (“Feral Friends EARN Program”), which, in accordance with is terms, provides for the payment of certain incentives and commissions in connection with the purchase or sale of real property;

Whereas, the purpose of this Agreement is to provide a mutual benefit to Feral Friends and Program Partner by the referral of prospective purchasers or sellers of real property from Program Partner to the Feral Friends’ EARN Program (“Program Participants”);

Therefore, for the mutual consideration expressed herein, the Parties agree as follows:

A. Feral Friends’ EARN Program Parameters

1. Registration: To participate in the Feral Friends’ EARN Program, and for Program Partner to be eligible for its Program Partner Participation Fee as defined in Section C(1) herein, Program Participant must first register through EARN Prime Benefit website (http://EARN.PrimeBenefit.com/) before he or she starts working with a real estate professional and closes the transaction with a participating real estate broker. Program Participant must identify Program Partner at the time of registration.

2. Program Participant Status: A purchaser or seller shall only be deemed a Program Participant if such person has registered with the Feral Friends’ EARN Program as someone eligible under the PrimeLending guidelines. The determination of whether a person is qualified as a Program Participant shall be the sole decision of PrimeLending. The Feral Friends’ EARN Program cannot be combined with any other real estate rebate, incentive or discount offer. Only one referral fee will be paid per transaction.

3. Commission: For each qualified transaction, PrimeLending shall donate to Feral Friends fifteen percent of commission collected by the real estate broker representing the participant. The donation is based on the participant’s side of the transaction. (“Feral Friends’ Participation Fee”).

4. Program Exclusions: This program is available to participants nationwide, although incentive and rebate sharing are prohibited in some states. Please see the EARN Prime Benefit website for a list of states.

5. Legal Relationships: This Agreement does not create a partnership between Feral Friends and Program Partner, or between PrimeLending and Program Partner. The parties do not intend to create any agency or fiduciary relationship. None of the parties is obligated for the debts, costs, expenses, or obligations of the other.

B. Referral Partner’s Duties and Obligations

1. Promotion: Using its best efforts, Program Partner shall promote the use of the real estate services provided by the Feral Friends’ EARN Program through the various media used by or available to Program Partner to communicate with its volunteers, donors, and supporters, including, without limitation: (1) its affiliated website, through the establishment of links to the EARN Prime Benefit website; (2) e-mail communications; (3) flyer distribution; and (4) other face-to-face promotional opportunities with volunteers, supporters, and donors. Program Partner agrees to advertise the Feral Friends’ EARN Program at least four (4) times per year.

2. Registration Notification: Program Partner is solely responsible for communicating to Program Participant the need to identify the Program Partner at the time of registration on the EARN Prime Benefit website. Program Partner understands that failure to provide such notification may result in loss of Program Partner’s Participation Fee.

3. Release and Indemnity: Referral Partner shall release, hold harmless, and indemnify Feral Friends and its officers, directors, employees, volunteers, agents, insurers, affiliates, and anyone acting on its behalf, from any and all claims, demands, lawsuits, complaints, or actions of any kind, at law or in equity, brought by Program Partner, PrimeLending, Program Participant, or any other person or entity, arising out of or in connection with this Agreement. This obligation expressly includes the payment of attorneys’ fees and costs associated with any action arising out of or in connection with this Agreement. Expressly excluded from this provision is any claim by Program Partner against Feral Friends for breach of this Agreement.

C. Feral Friends’ Duties and Obligations

1.Payment of Program Partner’s Participation Fee: Feral Friends shall pay Program Partner fifty percent (50%) of Feral Friends’ Donation collected by Feral Friends on the sale or purchase side of a qualified transaction referred by Program Partner (“Program Partner’s Participation Fee”). At such time that Program Partner generates four (4) transactions in one calendar year, Feral Friends shall pay Program Partner sixty percent (60%) of Feral Friends’ Donation collected by Feral Friends on all subsequent sale or purchase side of qualified transactions referred by Program Partner (“Program Partner’s Participation Fee”).

2.Payment Terms: Feral Friends shall pay to Program Partner the Referral Partner’s Participation within thirty (30) days of Feral Friends’ receipt of Feral Friends’ Donation from PrimeLending. Feral Friends shall have no obligation to pay to Referral Partner the Program Partner’s Participation Fee for any transaction if: (a) PrimeLending determines that Program Participant has failed to comply with the requirements of the EARN Prime Benefit Program; (b) PrimeLending fails, for any reason, to pay Feral Friends its Commission on the transaction; (c) Program Partner fails to perform its obligations under this Agreement.

3. Documentation: Within thirty (30) days of a written request by an authorized representative of Program Partner, Feral Friends shall provide to Program Partner registration documentation in Feral Friends’ possession regarding Feral Friends’ Donation on a transaction involving Program Partner’s Participation Fee. This documentation shall be limited to information provided by PrimeLending regarding the transaction, and Feral Friends shall have no obligation to provide its internal records or documentation of the transaction.

D. Miscellaneous

1. Term of Agreement: This Agreement shall remain in effect for one (1) calendar year from the date of execution. Either Party may terminate this Agreement at any time during the term of the Agreement by providing thirty (30) days’ written notice of cancellation to the other Party. The Agreement shall automatically renew on a yearly basis unless either Party gives notice of cancellation as provided herein.

2. Payment upon Cancellation: Feral Friends shall pay to Program Partner any Program Partner participation fee earned as of the date of the termination notice provided by either Party. For purposes of this provision, Program Partner has earned the Program Partner Participation Fee only if: (a) Program Participant has complied with all of the requirements of the EARN Prime Benefit Program, including, without limitation, the registration requirement, as of the date of the termination notice provided by either Party; and (b) PrimeLending pays Feral Friends its Donation on that same transaction.

3. Choice of Law/Venue: The parties expressly agree that venue of any dispute related to or in connection with this Agreement shall be brought in a court of competent jurisdiction in Dallas County, Dallas, Texas. Program Partner waives venue in any other jurisdiction other than Dallas County, Dallas Texas. This Agreement shall be interpreted under the laws of the State of Texas. 4. Notice: All notice required herein shall be given in writing as follows:

a. If to Feral Friends:
13410 Preston Road #1237
Dallas, Texas 75240

b. If to Referral Partner:


5. Best Efforts: The Parties shall use their best efforts to resolve any payment or other disputes related to or in connection with this Agreement before either Party resorts to Court action.

6. Severability: The provisions of this Agreement are severable, and if, for any reasons, a court of competent jurisdiction finds any provision of this Agreement or any portion thereof to be unenforceable, such provision will be enforced to the maximum extent permissible so as to implement the intentions of the Parties, and the remainder of the Agreement shall continue in full force and effect.

7. Headings: The headings contained herein are for convenience and reference only and are agreed, in no way, to define, describe, extend or limit the scope or intent of this Agreement or its provisions.

8. Multiple Counterparts: This Agreement may be executed in multiple counterparts and executed by facsimile transfer of an originally signed document, each of which will be as fully binding on the Party or Parties executing same as an original document.

9. Meaning of Headings: The headings contained herein are for convenience and reference only and are agreed, in no way, to define, describe, extend or limit the scope or intent of this Agreement or its provisions.

10. Amendment and Waiver: This Agreement may be amended only by a writing signed by the Parties. Failure on the part of either Party to complain of any action or inaction on the part of the other, no matter how long the same may continue, shall never be deemed to be a waiver by such Party of any of its rights herein. Further, the Parties agree that no waiver at any time of any provisions of this Agreement shall be construed as a waiver of any other provisions herein, and that a waiver at any time of any provisions herein shall not be construed as a waiver at any subsequent time of the same provisions.

11. Entire Agreement: Other than as provided herein, this Agreement constitutes the entire agreement and understanding between the Parties. This Agreement supersedes any and all prior agreements, negotiations, promises, arrangements or understandings between the Parties relating to the claims released pursuant to this Agreement or any matters related thereto.

Effective as of