Referral Party Agreement

REFERRAL PARTY AGREEMENT

Parties

Recitals

WHEREAS, Company is engaged in the business of providing goods and/or services described herein and desires to engage certain third parties to identify potential customers and leads for Company's business; and

WHEREAS, Referral Party represents that Referral Party has access to prospective contacts and possesses the experience and capacity to make introductions and referrals to Company on the terms set forth in this Agreement; and

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

Scope of Services

Payment Terms

Referral Fee: Company shall pay Referral Party a fee (the "Referral Fee") in the amount of $ for each Referred Client that results in a Qualified Transaction as defined below.

Definition of Qualified Transaction: A "Qualified Transaction" means a transaction between Company and a Referred Client that is consummated within of Company's first substantive commercial contact with the Referred Client, where payment is actually received by Company.

Payment Timing: Referral Fees shall be paid within days after Company receives cleared funds from the Qualified Transaction. All payments shall be made in United States dollars unless otherwise agreed in writing.

Late Payment: Any amounts not paid when due shall bear interest at the rate of or the maximum rate permitted by applicable law, whichever is lower, computed from the date due until paid.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured after 14 days' written notice of breach.

Effect of Termination: Termination shall not relieve Company of its obligation to pay Referral Fees earned prior to the effective date of termination, subject to any set-offs permitted under this Agreement.

Confidentiality

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in connection with this Agreement. Each party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or advisors on a need-to-know basis and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly available other than by breach, was lawfully in the receiving party's possession prior to disclosure, or is independently developed by the receiving party.

Independent Contractor; Compliance

Referral Party is an independent contractor and not an employee, agent, joint venturer, or partner of Company. Referral Party shall not represent to any third party that Referral Party has authority to enter into any agreement on behalf of Company. Referral Party shall comply with all applicable laws and regulations in performing its obligations and shall not engage in unlawful or deceptive practices in making referrals.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages, costs or expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of law. Except for indemnification obligations or damages arising from gross negligence or willful misconduct, neither party shall be liable to the other for consequential, incidental or punitive damages.

Governing Law; Entire Agreement; Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles.

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. Any amendment or modification shall be effective only if in writing and executed by authorized representatives of both parties.

Assignment: Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Company may assign this Agreement without consent to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by notice in accordance with this section.

Representations and Warranties; Certifications

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the execution and performance of this Agreement has been duly authorized by all necessary corporate or other action, and that this Agreement is a valid and binding obligation enforceable against such party in accordance with its terms.

Sign Now