Business Referral Agreement

BUSINESS REFERRAL AGREEMENT

Parties

This Business Referral Agreement (the Agreement) is entered into as of by and between:

Recitals

WHEREAS, the Referrer has existing relationships and market access to potential clients and is willing to introduce such prospective clients to Recipient for the purpose of promoting Recipient's products or services;

WHEREAS, Recipient desires to receive such introductions subject to the terms and conditions set forth in this Agreement and to compensate Referrer for successful referrals as described herein;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to referrals, compensation, confidentiality, and the term of this Agreement.

Scope of Work

Referrer will identify and introduce prospective clients to Recipient. Introductions will be made in writing or by other mutually agreed communication and will include sufficient contact information and context to permit Recipient to pursue business discussions. Referrer will not make representations, warranties, or guarantees regarding Recipient's performance, pricing, or the likelihood of closing any transaction.

Payment Terms

In consideration for successful referrals that result in a transaction between Recipient and a referred client, Recipient shall pay Referrer a referral fee as follows.

Percentage of gross revenue: %    Fixed fee per closed referral: $

Any undisputed past-due amounts shall bear interest at % per month (or the maximum permitted by applicable law), and Recipient will reimburse Referrer for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

Eligibility and Payment Conditions

A referral fee is payable only if (a) the referred client is not an existing customer of Recipient at the time of introduction, (b) Recipient enters into a written agreement with the referred client within days of the date of Referrer's introduction, and (c) Recipient actually receives payment from the referred client for the goods or services giving rise to the fee. The parties shall cooperate in good faith to document the identity of the referred client and the date of introduction.

Term and Termination

This Agreement shall commence on the Effective Date set forth above and shall continue in effect until unless earlier terminated as provided herein.

Termination shall not relieve Recipient of its obligation to pay referral fees for transactions that close after termination if such transactions arise from introductions made prior to the effective date of termination, provided the transaction closes within days following termination.

Confidentiality

Each party acknowledges that in the course of performance it may receive confidential, non-public information concerning the other party or the referred clients. Each party agrees to hold such information in confidence, to use it only for purposes of performing under this Agreement, and not to disclose it to third parties except as required by law or with the prior written consent of the disclosing party. Confidential information does not include information that is publicly known through no fault of the receiving party, was known to the receiving party prior to disclosure, or is independently developed without use of the other's confidential information.

Representations and Warranties; Indemnification

Each party represents and warrants that it has the right to enter into this Agreement and that its performance will comply with applicable laws. Referrer makes no warranty as to the suitability or creditworthiness of referred prospects. Recipient shall indemnify and hold Referrer harmless from claims, liabilities, losses, or expenses arising from Recipient's breach of this Agreement or Recipient's performance under any client contract.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes arising under this Agreement.

Limitation of Liability

Except for amounts payable under this Agreement or for willful misconduct, neither party will be liable to the other for incidental, consequential, special or punitive damages arising out of or relating to this Agreement, even if advised of the possibility of such damages.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements. Any amendment or modification must be made in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, or sent by nationally recognized overnight courier to the contact addresses set forth above (or to such other address as either party may designate by notice).

Execution

The parties may execute this Agreement in counterparts and by electronic signature, each of which will be deemed an original, and all of which together will constitute one and the same instrument.

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