Referral Partner Agreement

Referral Partner Agreement

This Referral Partner Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Company Name: organized under the laws of with its principal place of business at (\"Company\"), and Referral Partner: organized under the laws of with its principal place of business at (\"Referral Partner\").

RECITALS

WHEREAS: Company provides products and/or services described in Exhibit A and seeks to expand its customer base through qualified introductions; and

WHEREAS: Referral Partner has relationships and channels through which it can introduce prospective customers to Company and wishes to do so under the terms set forth in this Agreement; and

WHEREAS: The parties desire to set forth the terms and conditions under which Referral Partner will make introductions and Company will compensate Referral Partner for successful referrals.

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

1. DEFINITIONS

1.1 Eligible Referral. "Eligible Referral" means a prospective client or customer introduced by Referral Partner to Company that (a) is not an existing contact of Company as of the Effective Date, (b) meets Company's objective qualification criteria in Exhibit A, and (c) results in an executed agreement for Company services or products within days of the first introduction.

1.2 Referral Fee. "Referral Fee" means the sum payable to Referral Partner under Section 4 for each Eligible Referral.

2. APPOINTMENT; SCOPE

Company hereby engages Referral Partner on a non-exclusive basis to identify and introduce potential customers to Company in accordance with the terms of this Agreement. Referral Partner will not make any representations or warranties on behalf of Company, nor will Referral Partner have authority to bind Company in any manner.

3. REFERRAL PROCEDURE

3.1 Submission. To qualify as an Eligible Referral, Referral Partner must submit the prospective customer's name, contact information and brief description of need using the following method:

3.2 Verification. Company will review all submissions in good faith and notify Referral Partner in writing whether a submitted prospect qualifies as an Eligible Referral within business days of receipt.

4. COMPENSATION

4.1 Fee. Company shall pay Referral Partner a Referral Fee equal to % of the net revenue actually received by Company from each Eligible Referral during the first months following execution of a revenue-generating agreement, unless otherwise agreed in writing.

4.2 Cap and Minimums. If applicable, maximum payable per referral is $ . No fee is payable for trial orders, refunded amounts, chargebacks, or amounts not actually received by Company.

5. PAYMENT TERMS

Company will pay Referral Fees within days after Company's receipt of cleared funds from the referred customer and Company's verification that no refund or chargeback applies. Payments will be made by the method set forth below or such other method as the parties may agree in writing.

6. CONFIDENTIALITY

Each party acknowledges that during the term of this Agreement it may receive confidential or proprietary information of the other party. Each party agrees to (a) maintain the confidentiality of such information using at least the same degree of care it uses for its own confidential information but not less than reasonable care; (b) use such information solely to perform its obligations under this Agreement; and (c) not disclose such information to any third party except as expressly permitted in writing or as required by law. Confidential information does not include information that is or becomes publicly known other than by breach of this Agreement or is rightfully received from a third party without restriction.

7. TERM; TERMINATION

This Agreement commences on the Effective Date and continues for an initial term of months, and thereafter will renew automatically for successive renewal periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term. Either party may terminate this Agreement for cause upon material breach by the other party if such breach remains uncured after days' written notice; or immediately upon insolvency or bankruptcy of the other party.

Termination does not relieve Company of its obligation to pay Referral Fees that accrued prior to the effective date of termination in respect of Eligible Referrals made during the term and, where applicable, within any post-termination payment window specified above.

8. INDEPENDENT CONTRACTOR; NO AGENCY

Referral Partner is an independent contractor. Nothing in this Agreement creates an employment, joint venture, partnership, agency or fiduciary relationship between the parties. Referral Partner has no authority to enter into contracts or make representations on behalf of Company, and shall not hold itself out as having such authority.

9. INTELLECTUAL PROPERTY

Referral Partner acknowledges that the Company's trademarks, trade names, service marks and other intellectual property are the sole property of Company. Referral Partner shall not use such intellectual property except as expressly authorized in writing by Company and solely for the limited purpose of performing its obligations under this Agreement.

10. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Referral Partner further represents that it will comply with all applicable laws and regulations in making introductions and will not engage in unlawful or unethical marketing practices.

11. INDEMNIFICATION

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

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO REFERRAL PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as a party may designate by written notice to the other party.

14. ASSIGNMENT

Neither party may assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Company may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets without Referral Partner's consent. Any purported assignment in violation of this Section shall be void.

15. AMENDMENTS; WAIVER

No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right will operate as a waiver of that right.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

17. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Facsimile or electronically transmitted signatures will be deemed to be originals for all purposes.

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