Fund Raising Group (FRG) Terms of Service Agreement

Primo Intl Corp (PIC) Fundraising Program Overview

Primo Intl Corp (PIC) is a software applications company with a Social focus to make Fund Raising more effective utilizing smartphones and apps. PIC has created and tested a digital platform, supported by a back office, to empower 24/7/365 fund-raising. The objective is to minimize costs and seamlessly raise funds for various Non-Profits, Charities or community projects.

For this activity, PIC will compensate the FRG with a monthly marketing fee of a percentage of revenues generated for the month for the first 2 years. Starting the third year the FRG will receive an ongoing 5% fee to increase fund raising revenues and be the active local first contact. The compensation will be over and above any fees or compensation the FRG receives as payment for fundraising from the perspective Non-Profit, Charity, or project.

PIC will allocate a percentage of the coupon sales to the designated recipient; a Non-Profit, Charity or the Community Project. The FRG Recipient Account receives a percentage of the earned revenues from start with or without an FRG managing the program. The FRG will have a PIC Manager in the field as first line support reporting to PIC as next line of support.

The FRG is responsible to create a network of businesses within in the respective community that will offer discount cash value coupons to be purchased by local buyers in the FRG network. The FRG, with marketing assistance from PIC, will be responsible for creating a community buyer network as well. PIC and FRG will create a mutually agreed upon business plan to meet the needs of all groups involved.

For the purposes of this Agreement, the term "FRG" shall refer to the authorized Fund Raising Group for "Primo Intl Corp" services for which has agreed to implement.

1. Scope of Agreement.

This Agreement governs the FRG use and distribution and Primo Intl Corp's provisioning, and the fundraising platform Primo's Fund Raising Group Program (the "Services"). The FRG is an independent organization and not employees of Primo Intl Corp. The renewable 12 month FRG Agreement is based on the FRG meeting the terms conditions of the introductory period and objectives which will be reviewed after 6 months.

The fundraising platform outlined in this agreement cannot be used for other activities without the explicit consent of Primo Intl Corp.

The FRG is not to duplicate or create a similar program, or work with other vendors that offer a similar service while engaged under this agreement.

If the FRG elects to terminate the agreement, 30 days notice must be provided in writing.

2. FRG Targets & Objectives: (Probation period - 6 months)

• 1) Proceeds Recipients - Non-Profits/Charities - 5 (In Territories)
• 2) Number of Merchants signed up and creating coupons - 200    *Note: 12 Month Target is 500. See example below.
• 3) Coupons created by a participating businessesi is a minimum of 1,000 per allotment.    *Note: 12 Month Target is $2,000. See example below.
• 4) 6 Month Total Potential Revenue from Primo Deals - $200,000 (200 x $1,000)
• 5) 6 Month Target Territory Revenue Objective - $50,000 (6 months)

Note: Community size (potential buyers and local community Merchants) is critical. A minimum territory size of 100,000 people is recommended whether they are all located in one community or combined communities. 100,000 people usually has 500+ local Merchants and a potential of 10,000+ Active Buyers that are to spend $100/yr.

3. Confidentiality

The terms of contract, financial information, methods, program structure, mechanics and details must remain confidential for the entirety of this agreement, plus 2 years after the termination of this agreement regardless the reason for termination.

The FRG must not be employed or otherwise involved with any business or venture that would be considered competition for Primo Intl Corp or Primo Deals. This would also include any digital fundraising platforms, websites or apps.

4. Compensation

FRG compensation is a fee given to the FRG by PIC and is based on a % of the revenues generated by the FRG. This initial fee of a percentage of coupon sales is to be paid during the first 2yrs is to assist in the development of the Buyers and Merchant network within their community(s) and create the revenues. In the third year, the development fee will be reduced to 10%. The reduced fee is to be used by Primo Intl Corp to provide ongoing support to the community and assist the FRG to sign up new Merchants and Buyers. Compensation will be terminated if the FRG does not meet the terms of this agreement as agreed upon.

Any other expenses outside of the sales/marketing development of Primo Intl Corp will be the sole responsibility and expense of the Company (eg. travel, airfare accommodations, meals etc) must be agreed upon by both parties and pre-approved by Primo Intl Corp.

5. Term and Termination

The Agreement term is 1 year in length with the option to renew for another 12 months and every year after if mutually agreed. This Agreement remains in effect until terminated in accordance with this Section. This agreement is subject to a 6 month review based on prescribed performance goals. Failure to achieve these targets will result in the possible termination of this agreement.

Either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement within 30 days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days thereafter).

Primo Intl Corp may terminate this Primo Deals Agreement, including any Statement of Work issued under this Agreement, with a 30 day notice based on non-performance or other activities that are deemed to be detrimental to the program and Primo Intl Corp. Should Primo Intl Corp exercise this right, it shall pay Service Provider for the period of time of 30 days after the termination date.

This agreement is between Primo Intl Corp, a fundraising platform developer, and the terms and conditions to use their Primo Deals Apps and a local Fund Raising Group or FRG that has read, understood, mutually agreed upon, and signed as an understanding to work under the terms outlined in the agreement. A summary of the terms agreed upon. Meeting and exceeding the 6 month targets and objectives set forth and agreed upon; compensation - development fee of 10% to 5%, not engaging with competitors and or creating a competitive solution, confidentiality of information provided by Primo Intl Corp and termination for cause if required to do so.