AUTHORIZED REPRESENTATIVE AGREEMENT

This AUTHORIZED REPRESENTATIVE Agreement (the “Agreement”), effective as of _________________, 2017 (the “Effective Date”), is made and entered into by and between KAZA REAL ESTATE LLC, A Florida Limited Liability Company located at 5401 S Kirkman RD STE 245 Orlando, FL 32819 (hereinafter referred to as “COMPANY”), and __________________________________, located at _______________________________the undersigned COMPANY’S AUTHORIZED REPRESENTATIVE (hereafter referred to as “AUTHORIZED REPRESENTATIVE”). Sometimes, both COMPANY and AUTHORIZED

REPRESENTATIVE are referred hereafter as the “parties”.

WHEREAS , the AUTHORIZED REPRESENTATIVE wishes to represent theCOMPANY in certain business transactions of the COMPANY and, AUTHORIZED REPRESENTATIVE and the COMPANY wish to establish their relationship under the terms and the performance of this Agreement.

NOW THEREFORE , the Parties agree to the terms as follows:

1. Affiliation.

1.1 The Parties intend to establish a business relationship whereas AUTHORIZED REPRESENTATIVE will perform activities to promote and generate business relationships, clients and other benefits to the COMPANY.

1.2 AUTHORIZED REPRESENTATIVE may not act as agent for, or on behalf of, COMPANY, or to represent COMPANY, or bind the COMPANY in any manner.

1.3 AUTHORIZED REPRESENTATIVE is established to be separate legal entity and not a franchise or member or affiliate of the COMPANY and is therefore not entitled to receive any benefits other than what is stated under terms of this agreement.

1.4 The COMPANY shall not have any control nor shall exercise any supervision over

AUTHORIZED REPRESENTATIVE’s actions even when AUTHORIZED REPRESENTATIVE requires consulting from the COMPANY and AUTHORIZED REPRESENTATIVE’s actions generate a benefit to the COMPANY.

1.5 AUTHORIZED REPRESENTATIVE agrees to hold the COMPANY harmless and non-liable for any actions or representations arising out of their business relationship, unless such action is originated by breach of contract and/or failure to comply with the terms of this agreement.

1.6 AUTHORIZED REPRESENTATIVE shall be legally registered as a Real Estate BROKER Company and have an active license in its original place of business or principal location, either foreign or none foreign.

1.7 AUTHORIZED REPRESENTATIVE shall be responsible for paying any applicable taxes, including income tax.

2. Services of AUTHORIZED REPRESENTATIVE;

2.1 During the Term, the AUTHORIZED REPRESENTATIVE will perform the following activities for the benefit of the COMPANY:

a. Promote the Company’s services to the general public and to any individuals which may potentially require the COMPANY’S services or trade of business in the State of Florida.

b. Generate and provide client relationships to the Company.

c. Serve as a liaison to COMPANY by facilitating a close working relationship between people and the COMPANY.

d. Provide contact information of potential clients toCOMPANY for exclusive use and benefit of COMPANY.

2.2 AUTHORIZED REPRESENTATIVE shall be solely responsible for all costs associated with the performance of its services.

2.3 AUTHORIZED REPRESENTATIVE shall remain continually licensed as a Real

Estate Broker of its place of business during the term of this agreement.

2.4 COMPANY shall not be responsible for federal, state and local taxes derived from AUTHORIZED REPRESENTATIVE’s net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to

AUTHORIZED REPRESENTATIVE .

2.5 AUTHORIZED REPRESENTATIVE agrees to comply with all applicable laws and regulations, pay license dues, registrations and any other required obligations necessary forAUTHORIZED REPRESENTATIVE to perform the Services to the COMPANY.

3. Compensation . The AUTHORIZED REPRESENTATIVE will be compensated for its services to the company as follows:

47.5% of the company’s sales commission generated by AUTHORIZED REPRESENTATIVE from any leads from Company’s AUTHORIZED REPRESENTATIVE in or outside the US .

3.1 Compensation shall be paid to AUTHORIZED AGENT no later than 15 days from the date of Company receives all closing proceeds.

3.2 There are no special incentives or additional compensation to AUTHORIZED REPRESENTATIVE under the terms of this agreement.

4. Term and Termination.

4.1 This Agreement takes effect immediately as of the Effective Date, and remains in full force and effect until 30 ^th day after either party gives notice of termination to the other in writing (the "Term"), unless automatically terminated under this Section 4.

4.2 This agreement will automatically terminate under any of the following circumstances:

a. If AUTHORIZED REPRESENTATIVE fails to remain continuously licensed as a Real Estate Broker Company under the real estate laws of his place of business at any time during the term of AUTHORIZED

REPRESENTATIVE ’s engagement for services with the Company;

b. If AUTHORIZED REPRESENTATIVE fails to deliver all monies, documents, or any property received by theAUTHORIZED REPRESENTATIVE on behalf of the COMPANY arising out of their business relationship.

c. If AUTHORIZED REPRESENTATIVE intentionally fails to disclose any information or provides false information to COMPANY pertaining its status or business relationship with COMPANY.

5. Listing rights, prospects and leads and Non-Solicitation

5.1 The COMPANY shall own all rights to any listings, client information, leads, contacts, potential clients and prospects generated by the COMPANY or generated by AUTHORIZED REPRESENTATIVE for the COMPANY during the term of this agreement. AUTHORIZED REPRESENTATIVE shall not use any listings, leads, contacts, prospects, potential client or client information to directly or indirectly, solicit or attempt to solicit any business from any of them nor conduct business transactions without the knowledge, consent and authorization of the COMPANY, nor take advantage of any information AUTHORIZED REPRESENTATIVE generated or received from the

COMPANY during the term of this agreement. Violation of this provision shall automatically constitute and grant the COMPANY liquidated damages equal to the amount 47.5% of any sales commission generated by AUTHORIZED REPRESENTATIVE arising out any closed transactions in or outside the US.

5.2 Non-Solicitation of Customers, Customer Prospects, and Vendors . AUTHORIZED REPRESENTATIVE also covenants and agrees that for two consecutive (2) years after the termination thereof, regardless of the reason for the termination, AUTHORIZED REPRESENTATIVE will not, directly or indirectly, solicit or attempt to solicit any business from any of the COMPANY’s clients, potential clients, prospects, or vendors with whom it had material contact up to the date of termination of this agreement. Violation of this provision shall automatically constitute and grant the COMPANY liquidated damages equal to the amount 47.5% of any sales commission generated by AUTHORIZED REPRESENTATIVE arising out any closed transactions in or outside the US.

5.3 Non-Solicitation of Employees. AUTHORIZED REPRESENTATIVE also covenants and agrees that during the term of the agreement and for twelve (12) months after the termination thereof, regardless of the reason for the termination, AUTHORIZED REPRESENTATIVE will not, directly or indirectly, on your own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any non-clerical employee of the Company with whom you had personal contact or supervised while performing your Job Duties, to terminate their employment relationship with the Company.

6. Representations; Indemnification.

6.1 Both Parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.

6.2 AUTHORIZED REPRESENTATIVE shall indemnify and hold harmless

COMPANY , its representatives, and its respective officers, directors, agents and employees from all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, AUTHORIZED REPRESENTATIVE’s services under this Agreement.

7. Liability; Disclaimer of Warranty.

7.1 EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.

7.2 THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Miscellaneous.

8.1 Neither of the Parties may assign, delegate or pledge its rights or obligations under this Agreement, whether by operation of law or otherwise, in whole or in part, to any third party without the prior written consent of the other, which consent shall not be unreasonably conditioned, delayed, or withheld. Any attempted assignment or delegation in violation of this paragraph shall be void.

8.2 The Parties shall be relieved from liability for a failure to perform any obligation under this Agreement during such period and to the extent that the due performance thereof by either of the Parties is prevented by reason of any circumstance beyond the control of the Parties, such as war, warlike hostilities, mobilization or general military call-up, civil war, fire, flood or other circumstances of similar importance.

8.3 Any notice, request, consent and other communication to be given by a Party under this Agreement shall be deemed to be valid and effective if in writing and sent to the following addresses:

If to COMPANY:

KAZA REAL ESTATE LLC

5401 S Kirkman RD STE 245 Orlando, FL 32819

If to AUTHORIZED REPRESENTATIVE:

________________________________

________________________________

________________________________

Notice shall be by personal service or by national overnight courier with delivery tracking.

8.4 The division of this Agreement into separate articles and paragraphs and the insertion of headings are for convenience only and shall not affect the interpretation of this Agreement.

8.5 Only amendments and additions to this Agreement that are made in writing and signed by all Parties shall be valid.

8.6 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of the Agreement. This Agreement supersedes all prior or contemporaneous agreements, whether written or oral, with respect to the subject matter of the Agreement. Each Party confirms that it is not relying on any representations, warranties or covenants of the other Party except as specifically set out in this Agreement. Nothing in this Agreement is intended to limit or exclude any liability for fraud.

8.7 If any provision of this Agreement or part thereof is held to be invalid, illegal or unenforceable, in any respect, then, to the fullest extent permitted by applicable law and if the rights and obligations of any Party will not be materially and adversely affected: (a) such provision will be given no effect by the Parties and shall not form part of this Agreement, (b) all other provisions of this Agreement shall remain in full force and effect, and (c) the Parties shall use their best efforts to negotiate a provision in replacement of the provision held invalid, illegal or unenforceable that is consistent with applicable law and achieves, as nearly as possible, the original intention of the Parties. To the fullest extent permitted by applicable law, the Parties waive any provision of law that would render any provision in this Agreement invalid, illegal or unenforceable in any respect.

8.8 A Party's failure to enforce, at any time or for any period of time, any provision of this Agreement, or to exercise any right or remedy, shall not constitute a waiver of that provision, right or remedy or prevent such Party from enforcing any or all provisions of this Agreement and exercising any rights or remedies. To be effective any waiver must be in writing.

8.9 This Agreement shall be construed in accordance with and be governed by the laws of the State of Florida. AUTHORIZED REPRESENTATIVE and the COMPANY consent to the exercise of personal jurisdiction over it by any court of competent subject matter jurisdiction in Florida.

8.10 In addition to all other rights either Party may have available according to this agreement and the law, if a Party defaults by failing to substantially perform any provision, term or condition of this Contract, unless subject to automatic termination under section 4, the other Party may terminate the Contract and give written notice to the defaulting party, describing with sufficient detail the nature of the default. The Party receiving such notice shall have Fifteen (15) days from the effective date of such notice to cure the default(s). Unless waived in writing by a Party providing notice, the failure to cure the default(s) within such time-period shall result in the automatic termination of this Contract.

8.11 Any dispute, controversy or claim of any and every kind or type, whether based on contract, tort, statute, regulations or otherwise, arising out of, in connection with or relating in any way to this Agreement, the relationship of the Parties, the obligations of the Parties or the operations carried out under this Agreement, including without limitation any dispute as to the existence, validity, construction, interpretation, negotiation, performance, non-performance, breach, termination or enforceability of this Agreement, that cannot be resolved amicably: (a) shall be resolved through final and binding arbitration, it being the intention of the Parties that this is a broad form arbitration agreement designed to encompass all possible disputes among the parties relating to the transactions that are the subject of the Agreement; (b) if a dispute, with proper notice given, has not been resolved within thirty (30) days, then either Party may initiate arbitration proceedings by giving written notice (an “Arbitration Notice”) to the other Party referencing the dispute and requesting that the dispute be submitted for arbitration in accordance with this Subsection 8.11; (c) The arbitration is to be administered by the American Arbitration Association (the “AAA”) and is to be conducted in accordance with the Commercial Arbitration Rules of the AAA. Such arbitration shall be conducted in either Florida or such other location as the parties shall mutually agree; (d) Each Party shall pay for one-half of the arbitration expenses, including arbitrator fees and expenses, except that the Party initiating a claim for arbitration shall be responsible for paying the filing fees associated with initiating such claim. Each Party shall be responsible for paying its own attorney and expert fees and costs; provided however that if the arbitrators determine that one Party is the prevailing Party in such arbitration, the arbitrators may, as a part of its award, require the non-prevailing Party to pay the costs and fees (including, without limitation, the arbitration filing fees and reasonable attorneys fees and expert fees) incurred by the prevailing Party; (e) The arbitration is to be held before a panel of three (3) arbitrators, and the Parties will use commercially reasonable efforts to ensure that each of the arbitrators have at least ten (10) years of experience in the applicable industry. No later than fifteen (15) Business Days after the notice of arbitration is received, each Party shall select an arbitrator and request the two selected arbitrators to select a third neutral arbitrator within five (5) Business Days, who shall serve as the presiding arbitrator. Unless otherwise agreed to by the Parties, the two arbitrators selected by the Parties must have no direct or indirect financial interest in the dispute or any direct or indirect financial interest in or dependence upon either of the Parties (other than his or her fees and expenses for serving on the panel), and the third, presiding arbitrator selected by the two Partyselected arbitrators must qualify as a neutral arbitrator as defined in the Commercial Arbitration Rules and/or Code of Ethics of the AAA. Before beginning the hearings, the three arbitrators must each take an oath of impartiality; (f) Judgment on any award rendered by the arbitrators may be entered in any court of competent jurisdiction in Florida, however, the arbitrators have no authority to award punitive damages unless otherwise allowable pursuant to this Agreement or any other damages not measured by the prevailing Party’s actual damages (unless liquidated damages are specified in this Agreement), and may not, in any event, make any ruling, finding or award that does not conform to the provisions of this Agreement.

8.12 This Agreement may be executed in two counterparts, each of which constitutes an original, but all of which together constitute one and the same instrument. Signatures provided by facsimile or other electronic means by any Party shall be valid and enforceable upon delivery to the other Party.

8.13 The Parties acknowledge and represent that they: (i) have been given an opportunity to, and have consulted with, attorneys of their choice in connection with the formation of this Agreement; (ii) are fully satisfied with the professional services rendered by their respective attorneys; and (iii) have relied on the advice of their respective attorneys and their own informed judgment in executing this Agreement. In the event of any action relating to this Agreement, the prevailing Party shall be entitled to an award of its reasonable attorney’s fees (including paralegal fees) and costs (including all out-of-pocket costs incurred, whether or not taxable as court costs) through appeal in addition to any other legal or equitable remedy awarded.

8.14 This Agreement has been negotiated by the Parties and/or by their respective counsel. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against any party either as scrivener or otherwise. Unless a contrary intention is clearly expressed, any reference to a Section of this Agreement shall be construed to refer to all provisions of that Section. In the event that this Agreement is translated into any non-English language, the English language version of this Agreement shall govern and control the obligations and rights of the parties.

KAZA REAL ESTATE LLC          AUTHORIZED REPRESENTATIVE

By: _________________________ By: ________________________

Name:_______________________ Name: ________________________

Date:________________________ Date:_________________________