The terms and conditions contained in this Referral Agreement this “Agreement”) entered into as the date hereof (the “Effective Date” which apply to the submission of a Lead, as defined herein, by the legal entity submitting the Lead (the “Referrer”) to Internap Network Services Corporation, a Delaware corporation (“Internap”), having its principal place of business at 250 Williams Street, Suite E-100, Atlanta Georgia.

By submitting a Lead, you accept and are bound to the terms and conditions of this Agreement. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MUST NOT SUBMIT A LEAD. This agreement shall supercede the terms and conditions of any prior agreement covering the submission of leads.

RECITALS

WHEREAS, Referrer desires to make a referral to Internap on a non-exclusive basis pursuant to which Referrer will identify business prospects that may be interested in obtaining from Internap services that are then being offered to its customers generally (“Internap Services”) and to refer such prospects to Internap.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, Internap and Referrer agree as follows:

1. CERTAIN DEFINITIONS.

“Customer(s)” means any business or entity that purchases Internap Services. Any Customer that Internap accepts pursuant to Section 2.2, in its sole discretion, as a direct result of Referrer’s performance under this Agreement shall be referred to as a “Referrer Provided Customer.”

“Lead” means the lead that Referrer has identified as a prospective Customer by submitting a completed Lead submission using Internap’s online processes for submission.

“Contract Value” means the minimum commitment from a Customer for Internap Services for the initial year of the Customer Sales Order or, if the Customer Sales Order commitment period is less than one year, the minimum commitment for such shorter period. Contract Value does not include any pass-through charges, such as local loop and cross connect charges, one time, non-recurring or installation charges or fees, any equipment charges, any charges based on usage in excess of the minimum commitment and any charges for taxes and other governmental fees.

2. PROVISION OF LEAD

2.1 Referrer warrants that simultaneous with agreeing to these terms that it has submitted a Lead as an online lead submission to Internap, which Referrer in good faith believes may become a Customer of Internap and that it is not aware of any other Company which has provided such Lead. To be eligible to be a Referrer hereunder, Referrer must provide to Internap an Employer Identification Number (EIN) OR a copy of a valid business license. All commissions payments will be subject to Internap having a valid W9 Request for Taxpayer Identification Number and Certification on file.

2.2 Internap may in its absolute discretion accept or reject any Lead submitted by Referrer. Internap will have no responsibility to pursue any such Lead. Internap shall communicate its acceptance or rejection of any such lead within the five (5) business days after its receipt of a completed Lead Form. In the event that Internap fails to accept the Lead within five business days, the Lead will be deemed rejected.

2.3 A subsidiary, affiliate, subdivision, parent corporation or any other related entity of a Referrer Provided Customer that subsequently becomes a Customer shall not automatically become a Referrer Provided Customer simply through its corporate affiliation with such Referrer Provided Customer. Instead, such entity must be independently approved as a Referrer Provided Customer in compliance with the procedure set forth in Section 2.2.

REFERRAL FEES

3.1 For any Lead to a Referrer Provided Customer accepted by Internap, Internap shall pay a “Referral Fee” of 4% of the Contract Value. Internap shall pay the Referral Fee pursuant to Section 3.3. Any payment hereunder is contingent upon all of the following:

Referrer has submitted an online registration of a Lead;

Internap has accepted such Lead;

such Lead was not already a customer of Internap in the 60 days prior to the submission of such Lead;

such Lead has not already been contacted by a representative of Internap within 90 days prior to submission of such Lead , nor is such Lead in on-going discussions with Internap, about prospective Internap Services;

such Lead has not already been referred to Internap by a third party within 90 days prior to the date of such Lead Form;

such Lead has been solicited or procured in accordance with the terms of this Agreement;

such Lead becomes a Customer of Internap within 90 days from the date of such Lead Form unless otherwise agreed to by Internap.

Referrer is and has been in compliance with all of its responsibilities in Section 4.

3.2 The payment of the Referral Fee as provided herein shall be the full, sole and exclusive compensation of the Referrer for the provision of the Lead, whether provided hereunder or pursuant to any other agreement. No further payments shall be made based on or in any way connected with the Lead or for any other purchases of any goods or services made by Referrer Provided Customer, its subsidiary or other affiliates, including, without limitation, any payment for a sales order subsequent to the initial sales order provided by Referrer Provided Customer.

3.3 Internap’s obligation to pay the Referral Fee shall arise only when Internap has actually received full payment for the first three monthly invoices for Services from the Referrer Provided Customer. Upon receipt of such payment, Internap shall then pay the entire Referral Fee to the Referrer in a single payment within thirty (30) days.

4. ADDITIONAL RESPONSIBILITIES.

Referrer represents and warrants that in performing under this Agreement it shall:

(a) comply with the terms and conditions of this Agreement and use its best efforts, consistent with commercially reasonable standards and the terms of this Agreement, in performing hereunder;

(b) conduct itself in an honest, professional and ethical manner and comply with all applicable international, national, federal, state and local laws, rules, regulations and ordinances (collectively, “Laws”) and conduct its business in a manner that reflects favorably on Internap and the Internap Services;

(d) maintain documents and records, supporting its promotion and marketing of the Internap Services to Customers, in a commercially reasonable manner and in compliance with applicable Laws;

(e) cooperate with Internap and its designated representatives in the collection, compilation and maintenance of data required to be reported by Internap pursuant to any applicable Laws;

(f) make only such representations concerning Internap and the Internap Services as have been expressly approved in advance by authorized Internap personnel and refrain from doing anything which might discredit, reflect adversely upon or in any way injure the name or reputation of Internap and make no misrepresentation of the performance, operation or design of the Internap Services;

(f) recommend Internap and not make any disparaging or unflattering remarks about Internap; and

(g) immediately notify Internap of: (i) any Customer or prospective Customer complaints relating to Internap, Referrer or the Internap Services; (ii) any Referrer actions, Customer actions or prospective Customer actions which Referrer has knowledge, relating to this Agreement or relating to Internap’s provision of Internap Services, that may be in violation of any Laws or otherwise give rise to liabilities of Internap; and (iii) any inquiries of any governmental agencies of any nature relating to this Agreement.

5. LIMITATION ON SCOPE OF AUTHORITY AND RELATIONSHIP CREATED

Internap and Referrer are independent contractors and nothing contained in this Agreement places Internap and Referrer in the relationship of principal and agent, joint venturer, partners, affiliates or similar relationship. All Customers of Internap, including Referrer Provided Customers, shall be customers of Internap, and Internap shall be the sole service provider of record for such Customers for the Internap Services. Referrer shall not, either expressly or by implication, represent itself as having any authority to make contracts or enter into any agreements on behalf of or in the name of Internap, or to bind or obligate Internap in any way whatsoever.

6. INDEMNIFICATION.

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees, representatives and affiliates from any and all claims, liabilities, damages, fines, assessments, penalties, and expenses (including reasonable attorneys’ fees and expenses) arising from or relating to: (a) the indemnifying Party’s breach or alleged breach of its confidentiality obligations under Section 10 of this Agreement; (b) the death or bodily injury of any indemnified Party’s employee, customer, business invitee or other person caused by the tortious conduct of the indemnifying Party; (c) the damage, loss or destruction of any real or tangible personal property for which the indemnifying Party is legally liable or responsible; (d) any claim of infringement made against the indemnified Party or its representatives of any copyright, trademark, service mark, trade name or other proprietary rights arising from or relating to any materials or information provided by the indemnifying Party or its representatives under this Agreement; (e) any breach of any representation, warranty or covenant made by the indemnifying Party under this Agreement; or (f) any claim arising out of or based upon the indemnifying Party’s failure to comply with all applicable Laws, including any breach of Laws made by the indemnified Party on account of its reliance on indemnifying Party’s representations or information.

7. TERM AND TERMINATION OF AGREEMENT.

Notwithstanding any provision in this Agreement to the contrary, Internap may terminate this Agreement immediately, without affording Referrer or Referrer Provided Customers an opportunity to cure and without owing Referrer any further Referral Fees, if Referrer is or Internap reasonably believes Referrer is in breach of this agreement including without limitation its breach under Section 4 of the Agreement.

8. LIMITATION OF LIABILITY.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUES, LOSS OF CUSTOMERS, OR LOSS OF GOODWILL INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED FIVE THOUSAND U.S. DOLLARS ($5,000). EACH PARTY ACKNOWLEDGES AND AGREES THAT SUCH LIMITATIONS ARE FAIR AND REASONABLE.

9. WARRANTIES.

9.1 Referrer represents and warrants that (a) it shall not make misrepresentations or false statements concerning the Services; (b) that neither it nor any Affiliate is an Internap employee or Related Person or are controlled directly or indirectly by an employee or Related Person and no employee or Related Person has a Beneficial Ownership interest in the Referrer of more than 1%, as such terms are used in the United States federal securities laws; (c) it has all necessary rights, power and authority to enter into this Agreement and to perform the acts required of it hereunder; and (d) the entry into this Agreement and the performance of its obligations hereunder do not and will not violate any agreement by which Referrer is bound.

9.2 THE WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES MADE BY SUCH PARTIES AND ARE IN LIEU OF ANY OTHER WARRANTY WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY REGARDING THE SERVICES TO BE PROVIDED TO CUSTOMERS AND ANY SUCH WARRANTY SHALL BE MADE ONLY TO THE CUSTOMER IN A DEFINITIVE AGREEMENT BETWEEN THE CUSTOMER AND INTERNAP AND THE OTHER PARTY SHALL IN NO WAY BE ENTITLED TO RELY THEREON.

10. INTERNAP INFORMATION

Internap may at its discretion provide Referrer with certain confidential or proprietary information relating to Internap's Products or Service. Such information, together with any other information of or pertaining to Internap provided or learned by you is provided and received in confidence and you shall at all times preserve and protect its confidentiality. Referrer agrees to take all necessary steps to ensure that such information shall not be disclosed to, or used by or for the benefit of any person except Referrer’s own employees or agents having a need to know. Internap makes no warranty with respect to the accuracy or completeness of such information and is providing it on an “As-Is” basis.

11. EXCUSABLE DELAYS.

Any event, including, but not limited to, acts of God, war, fire, explosion, power failure, inability to obtain suitable labor or materials, or law or regulation restricting performance, that prevents or hinders either Party from performing its obligation hereunder and that is beyond the reasonable control and without fault or negligence of such Party shall constitute an excusable delay. In such event, the performance obligations of the Parties hereunder shall be suspended; provided, however, that the affected Party shall promptly notify the other Party of the nature of such delay.

12. MISCELLANEOUS.

12.1 This Agreement contains the entire agreement of the Parties and supersedes all prior negotiations, discussions agreements and representations, whether written or oral, with respect to the subject matter herein. Modification or amendment of this Agreement, or waiver of any provision thereof, may be made only by a written instrument executed by both Parties.

12.2 Internap may assign or delegate to any other entity this Agreement and its rights, obligations, or duties hereunder without the prior written consent of the Referrer. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

12.3 The parties agree that this Agreement, the Lead, any sales thereunder or any claim, dispute or controversy whether in contract, tort or otherwise, whether preexisting, present or future and including statutory, common law and equitable claims between Referrer and Internap arising from or relating to this Agreement, its interpretation, the breach, termination or validity thereof, shall to the maximum extent permitted by applicable law, be governed by the laws of the State of Georgia, without regard to its conflicts of laws rules. The Parties hereby irrevocably consent to the sole and exclusive jurisdiction of and venue in the U.S. district courts for the Northern District of Georgia, in Atlanta, Georgia, or if federal subject matter jurisdiction does not exist, then in the courts of the State of Georgia, located in Fulton County.

12.4 The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from.