This Employee Non-Disclosure Agreement and Tiered Commission Schedule (this "Agreement"), entered into by and between CodeWCG LLC, a Texas limited liability company having its principal place of business in Sugar Land, Texas (the "Company"), and the Representative identified above (the "Representative," and together with the Company, the "Parties," and each individually a "Party"), is made effective as of the date of the Representative's countersignature hereunder (the "Effective Date") and shall continue in full force and effect in accordance with the provisions set forth herein. In consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

§ 1 Confidentiality Covenants

The Representative hereby acknowledges that, in the course of performing services on behalf of the Company, the Representative will have access to proprietary, confidential, and commercially sensitive information of the Company, including without limitation customer lists, pricing methodologies, lead sources, contractual terms, sales pipeline data, marketing strategies, vendor relationships, technical materials, and any derivative work product thereof (collectively, the "Confidential Information"). The Representative covenants and agrees that, both during and following the term of this Agreement, the Representative shall hold all Confidential Information in the strictest confidence, shall not directly or indirectly disclose, divulge, publish, transmit, or otherwise communicate any Confidential Information to any third party, and shall not use any Confidential Information for any purpose other than the performance of the Representative's duties hereunder. Any breach of the foregoing shall constitute a material breach of this Agreement and shall entitle the Company to all remedies available at law or in equity, including, without limitation, injunctive relief, specific performance, and the recovery of attorneys' fees.

§ 2 Tiered Commission Schedule & Compensation Regression

2.1 Standard Commission Rate. Subject in all respects to the conditions, qualifications, regressions, dormancy adjustments, and floors enumerated in the subsections that follow, and subject further to the Company's good-faith determination of Eligible Gross Sales (as hereinafter defined), the Representative shall be entitled to receive, as the Representative's sole and exclusive compensation for procuring, soliciting, originating, and consummating qualifying transactions on behalf of the Company during any given calendar month (each, a "Measurement Period"), a commission equal to fifty percent (50.00%) of the aggregate gross sales attributable to the Representative during such Measurement Period (the "Standard Commission Rate"), it being expressly understood and agreed that the term "gross sales" shall mean, for the purposes of this Agreement, the cumulative invoiced and collected revenues (net of refunds, chargebacks, and bona fide pre-tax adjustments) lawfully recognized by the Company on a cash-receipts basis and attributable, in the Company's reasonable and conclusive determination, to the Representative's direct, documented, and non-shared procurement efforts.

2.2 Performance-Threshold Regression. Notwithstanding anything to the contrary contained in Section 2.1 hereof, and as a material condition to the availability of the Standard Commission Rate, in the event that the Representative's Eligible Gross Sales during any single Measurement Period fail to equal or exceed the threshold amount of five thousand United States dollars (US $5,000.00) (the "Performance Threshold"), then, and in any such event, the commission rate otherwise payable with respect to such Measurement Period shall automatically, and without the necessity of any further notice, action, election, or instrument on the part of the Company, regress to, and be irrevocably fixed at, twenty-five percent (25.00%) of the Representative's Eligible Gross Sales for such Measurement Period (the "Sub-Threshold Regressed Rate"), and such Sub-Threshold Regressed Rate shall be applied retroactively to the entirety of such Measurement Period and not solely to the increment by which the Representative's performance fell short of the Performance Threshold.

2.3 Dormancy-Penalty Floor. Without limiting the generality of the foregoing, and as an additional, cumulative, and independently enforceable condition to the continued availability of any commission rate exceeding the floor established by this Section 2.3, in the event that the Representative fails to procure, originate, close, or otherwise cause to be invoiced and collected any qualifying Eligible Gross Sales whatsoever for two (2) consecutive calendar months (such period of non-productivity, a "Dormancy Period"), then, upon the close of business on the final day of the second such consecutive calendar month, the commission rate payable to the Representative with respect to any and all subsequent Measurement Periods shall, automatically and without any requirement of further notice, election, or documentation, be reduced and floored at ten percent (10.00%) of the Representative's Eligible Gross Sales (the "Dormancy-Penalty Rate"), and the Dormancy-Penalty Rate shall remain in effect until such time, if any, as the Representative has, in two (2) consecutive Measurement Periods immediately following the close of the Dormancy Period, equaled or exceeded the Performance Threshold, at which time, and not before, the Representative shall be eligible to be reinstated to the Sub-Threshold Regressed Rate or the Standard Commission Rate, as applicable under Section 2.1 and Section 2.2, in the sole and absolute discretion of the Company.

2.4 Order of Operations & Cumulative Effect. For the avoidance of doubt, and in the case of any apparent conflict or overlap between the operation of Section 2.2 (Performance-Threshold Regression) and Section 2.3 (Dormancy-Penalty Floor), the provision producing the lower effective commission rate to the Representative shall control, and in no event shall the application of the Performance-Threshold Regression operate to nullify, suspend, vacate, or otherwise diminish the operative effect of the Dormancy-Penalty Floor, the two provisions being expressly intended by the Parties to operate cumulatively and not alternatively.

§ 3 Governing Law; Entire Agreement; Severability

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas, without regard to its conflict-of-laws principles. This Agreement constitutes the entire understanding of the Parties with respect to its subject matter and supersedes all prior agreements, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the Parties' original intent.