Here it is in a PDF format.
REFERRAL AGREEMENT
THIS REFERRAL AGREEMENT (the
“Agreement”) is made this ______ day of ____________________, 2015 (the
“Effective Date”), by and between _____________________, with its principal
place of business located at ________________________________ (the “Company”)
and _________________ (the “Referral
Partner”). Both parties are sometimes referred
to herein separately as a "Party" or collectively as the
"Parties."
1.
Scope.
Referral
Partner has, and will, refer to Company qualifying new clients, in exchange for
a Commission, as set forth below.
2. Referral of Prospects. To be eligible for a Commission, a Referral Partner
must identify prospective clients directly to the Company. Existing clients of a
Company are not eligible as prospects, neither are customers currently in the
sales funnels.
3. Commission. If any referred prospective client becomes a client of
the Company, the Referral Partner shall be paid a Commission equal to ___% of
the total project budget.
The Company shall pay Commission to the Referral
Partner within 5 calendar days of receipt of payment(s) from the referred
client.
4. Taxes. Referral
Partner shall be responsible for payment of all taxes to which the Commission
is subject. Referral Partner agrees to indemnify and hold Company harmless
against any taxes, including penalties, duties and interest levied by any
government on the Commission.
5. No Other Rights. No
other rights or licenses are granted to Referral Partner under this Referral
Agreement and this Agreement does not grant Referral Partner any right to
resell or otherwise distribute any of Company’s service or product, nor any
right to use any of Company’s trademark, trade name, logo.
6. Reserved Rights. This Agreement is non-exclusive, and shall in no way limit either
Party’s right to sell directly or indirectly any product or service to any of
its current or prospective clients.
7. Non-Circumvention.
Each Party hereto will learn the
names, telephone numbers, and email addresses of customers, business partners,
affiliates, investors, borrowers, lenders, agents, or banks of the other Party,
hereinafter called “Contacts.” Each Party acknowledges, accepts and agrees that
the identities of the Contacts will be recognized as exclusive and valuable
assets and trade secrets of the disclosing Party. Each Party agrees to keep
confidential the names of any Contacts, and not directly or indirectly contact,
negotiate or deal with any of the Contacts without a written permission from
the disclosing Party to do so for the term of this Agreement, and two (2) years
thereafter.
8. Non-Solicitation
of Personnel. During the term of this
Agreement and for a period of one (1) year thereafter, each Party hereto will
not directly or indirectly solicit the services of the other Party’s employees
or consultants.
9. Indemnity. Company will defend, indemnify and hold Referral
Partner harmless from and against all claims, damages, liabilities, losses,
expenses and costs (including reasonable fees and expenses of attorneys and
other professionals) arising out of or resulting from any action by a third
party against Referral Partner that is based on a claim that any services
performed as a result of this Agreement infringe, misappropriate or violate
such third party’s rights or any applicable law.
10. Disclaimer of Warranty. PARTIES MAKE NO WARRANTIES AND REPRESENTATIONS TO EACH OTHER OR ANY
THIRD PARTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS,
EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE WITH RESPECT TO THIS
AGREEMENT.
11. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER,
ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT REGARDLESS OF THE LEGAL
THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS BASED, EVEN IF A PARTY HAD BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IF SUCH DAMAGES COULD HAVE BEEN
REASONABLY FORESEEN. IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS
AGREEMENT EXCEED THE AMOUNT OF THE COMMISSION RECEIVED FOR THE QUALIFYING
TRANSACTION.
12. Term and Termination. This Referral Agreement will commence on the Effective Date and will
continue for one year, unless terminated earlier by either Party upon written
notice to the other Party. Termination of the Agreement shall not affect a
Party’s obligation to pay Referral Partner the Commission for a qualifying transaction
entered into prior to the termination date.
13. Governing
Law. This Agreement will be governed
by and construed in accordance with the laws of the State of _______________, without regard to its
conflict of laws principles that would result in application of any other
law. Any legal action or proceeding
arising under this Agreement will be brought in the courts located in
_________________, and the Parties irrevocably consent to the personal
jurisdiction and venue therein.
14. General. The Parties are independent contractors. This
Agreement does not confer any rights upon any third party. No waiver of any
condition or covenant contained in this Agreement or failure to exercise a
right or remedy shall imply or constitute a waiver of the same or any other
condition, covenant, right or remedy contained herein. If a competent authority
declares any provision of this Agreement invalid or unenforceable, the
remaining provisions of this Agreement shall remain in full force and effect.
This Agreement may be executed in counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same
instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement:
COMPANY:
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REFERRAL
PARTNER:
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By (signature): _____________________
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By (signature): _____________________
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Print Name: ________________________
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Print Name: _______________________
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Title: _____________________________
|
Title: _____________________________
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Date: _____________________________
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Date: _____________________________
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