Referrer Agreement Template

REFERRER AGREEMENT TEMPLATE

This Referrer Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: , a(n) Entity Type: ("Company"), and Referrer Name: ("Referrer"). Company and Referrer are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Company engages in the business of providing products and/or services described as: ;

WHEREAS, Referrer has relationships and channels through which Referrer can introduce potential customers or clients to Company (each a "Referral"); and

WHEREAS, Company desires to engage Referrer to identify and refer potential customers to Company on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

"Referral" means a potential customer introduced to Company by Referrer in accordance with Section 2.

"Accepted Customer" means a Referral who has entered into a written agreement with Company for the purchase of Company's products or services pursuant to which Company receives payment that is not later refunded in whole.

2. APPOINTMENT; SCOPE OF REFERRAL

Company hereby appoints Referrer on a non-exclusive basis to identify and refer potential customers to Company, and Referrer accepts such appointment, subject to the terms and conditions of this Agreement. Referrer shall make introductions by providing to Company the name, contact information and a brief description of the potential customer's needs for each Referral.

Referrer shall not, in providing referrals, make representations, warranties or commitments on behalf of Company. All customer qualification, pricing, contracting, and delivery decisions remain the sole responsibility of Company.

3. REFERRER OBLIGATIONS

Referrer shall perform its duties in good faith and in compliance with all applicable laws and shall not engage in any conduct that would reasonably be expected to harm the reputation of Company. Referrer shall maintain accurate records of Referrals for at least two (2) years and shall provide such records to Company upon request.

4. COMPENSATION

Subject to the terms of this Agreement, Company shall pay Referrer a referral fee calculated as follows:

Referral Fee (percentage of net revenue from Accepted Customer): . Alternatively, fixed fee per Accepted Customer: .

"Net revenue" means amounts actually received by Company from the Accepted Customer less discounts, taxes collected and remitted, refunds, chargebacks and similar deductions. Referral fees are payable only on amounts actually collected by Company.

5. PAYMENT TERMS

Company shall calculate referral fees quarterly and shall pay Referrer within days after the end of the quarter in which Company collects payment from an Accepted Customer. All amounts due will be paid in currency: .

Referrer is responsible for all taxes imposed on referral fees, and Company may withhold amounts as required by applicable law.

6. CONFIDENTIALITY

Each Party acknowledges that it may receive Confidential Information of the other Party. "Confidential Information" means non-public information disclosed in connection with this Agreement, including customer lists, pricing, and business processes. Each Party shall: (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as required by law or with the disclosing Party's prior written consent.

7. INDEPENDENT CONTRACTOR

Referrer is an independent contractor and nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Parties. Referrer has no authority to bind Company or incur obligations on Company's behalf.

8. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue for an initial period of months (the "Initial Term"), and 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.

Either Party may terminate this Agreement for convenience upon days' prior written notice, or immediately upon material breach by the other Party that remains uncured after ten (10) days' notice.

9. 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 and that this Agreement is a valid and binding obligation enforceable in accordance with its terms.

10. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of applicable law.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO REFERRER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, and shall be deemed given when delivered personally, sent by confirmed overnight courier, or five (5) days after deposit in the mail, postage prepaid, certified mail, return receipt requested.

13. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of this Agreement shall be effective unless in writing and signed by both Parties. The waiver by either Party of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in such state for any action arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

The Parties acknowledge that damages at law may be an inadequate remedy for breach of this Agreement and that the non-breaching Party may be entitled to injunctive relief in addition to other remedies. Headings are for convenience only and do not affect interpretation.

ADDITIONAL TERMS / NOTES

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