Referral Agreement Template

REFERRAL AGREEMENT

This Referral Agreement (the "Agreement") is entered into as of Effective Date: by and between Referrer: , with principal address , and Company: , with principal address . Referrer and Company are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Company provides products and/or services as described in Schedule A and seeks new customers and clients; and

WHEREAS, Referrer has relationships with potential customers and is willing to identify prospective clients to Company in exchange for referral fees as provided below; and

WHEREAS, the Parties desire to set forth the terms on which Referrer will refer prospective clients to Company and the compensation for such referrals.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Referral" means an introduction by Referrer of a prospective client to Company that results in a Completed Transaction as defined below.

1.2 "Completed Transaction" means the execution of a written agreement between Company and a Referred Client for which Company receives payment from the Referred Client for goods or services within days of the referral.

1.3 "Referral Fee" means the fee payable to Referrer pursuant to Section 4.

2. APPOINTMENT; SCOPE

2.1 Appointment. Company hereby engages Referrer on a non-exclusive basis to identify and introduce prospective clients to Company. The Parties may elect exclusivity for specific territories or verticals only by a written amendment signed by both Parties.

2.2 No Authority to Bind. Referrer has no authority to make any contracts on behalf of Company, to incur any obligation for Company, or to represent that Referrer has any such authority.

3. REFERRAL PROCESS

3.1 Submission. Referrer shall submit referrals by delivering to Company the prospective client's name, company, contact information, and a summary of the opportunity in writing to the Company contact identified in Section 11. Referrals are effective only when received in writing by Company.

3.2 Acceptance. Company shall have sole discretion to accept or decline any referred prospect. If Company elects to pursue a referral, Company will notify Referrer within days of receipt.

4. REFERRAL FEES

4.1 Fee Structure. Company shall pay Referrer a Referral Fee equal to % of Net Revenue received by Company from the Referred Client during the first months following the first payment, unless the Parties select a fixed fee below.

4.2 Alternative Fixed Fee. If the Parties prefer a fixed referral fee, enter amount here: . If a fixed fee is specified, the percentage in Section 4.1 shall not apply.

4.3 Net Revenue. "Net Revenue" means gross payments actually received by Company from the Referred Client, less refunds, chargebacks, taxes collected and remitted by Company, and any third-party processing fees.

5. PAYMENT TERMS

5.1 Timing. Referral Fees shall be payable within days after Company receives payment from the Referred Client and after the payment clears Company's bank.

5.2 Method. Payments shall be made by Company via the payment method designated by Referrer in writing (e.g., check or electronic transfer). Referrer shall provide necessary payment details to Company prior to the first payment.

6. TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of months, and thereafter shall automatically renew for successive one (1) year periods unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

6.2 Termination for Cause. Either Party may terminate this Agreement for material breach if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice describing the breach.

6.3 Effect of Termination. Termination does not relieve Company of its obligation to pay Referral Fees for Completed Transactions that result from referrals made prior to termination and that become Completed Transactions within the period specified in Section 1.2.

7. CONFIDENTIALITY

7.1 Each Party shall keep confidential and not disclose to any third party any Confidential Information of the other Party except as required by law or with the disclosing Party's prior written consent. "Confidential Information" includes non-public business, financial, technical and customer information disclosed in connection with this Agreement.

7.2 The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years.

8. REPRESENTATIONS AND WARRANTIES

8.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any applicable law or agreement.

8.2 Referrer represents that it will not make any false or misleading statements regarding Company's services and that any referrals will be made in good faith and in compliance with applicable laws.

9. INDEMNIFICATION

9.1 Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Agreement or its negligent or willful misconduct.

10. LIMITATION OF LIABILITY

10.1 Except for liability arising from a Party's gross negligence, willful misconduct, or indemnification obligations, in no event shall either Party be liable to the other for incidental, consequential, special or punitive damages, and each Party's aggregate liability arising out of or relating to this Agreement shall be limited to the Referral Fees paid or payable to Referrer in the twelve (12) months preceding the claim.

11. NOTICES

Referrer Notice Address

Company Notice Address

Notices shall be in writing and will be deemed given upon delivery by hand, upon confirmed delivery by courier, or three (3) days after deposit in the mail, postage prepaid, or upon confirmed electronic transmission if followed by a mailed copy.

12. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law rules. Any dispute arising out of this Agreement shall be resolved by binding arbitration in the county specified in the Parties' notices unless the Parties agree otherwise in writing.

13. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

13.1 Entire Agreement. This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.

13.3 Amendment; Waiver. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The waiver of any breach shall not constitute a waiver of any other breach.

13.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

14. MISCELLANEOUS

14.1 Taxes. Each Party shall be responsible for its own taxes arising from payments received under this Agreement. Company may withhold amounts as required by applicable law.

14.2 Relationship of Parties. The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship except as otherwise specified in writing.

14.3 Additional Terms. Any additional terms or modifications agreed by the Parties shall be set forth in writing in the space below.

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