Referral Agreement A Referral Agreement formalizes referral relationships, specifying referral fees, referral terms, and any exclusivity or termination clauses.
shall mean Samatha Reed.
shall mean David Mitchell
shall mean the introduction of a potential client or customer by the Referrer to the Recipient.
1.4. "Referral Fee"
shall mean the monetary payment made by the Recipient to the Referrer for a Successful Referral, as defined in Section 3.
2.1. Establishment of Relationship
The parties hereto agree that this Referral Agreement establishes a referral arrangement between the Referrer and the Recipient, whereby the Referrer shall provide Referrals to the Recipient in accordance with the terms and conditions of this Agreement.
The relationship between the parties is non-exclusive. Both parties are free to enter into similar referral relationships with other parties, unless otherwise agreed to in writing by both parties.
3.1. Entitlement to Referral Fee
The Recipient shall pay the Referrer a Referral Fee for each Successful Referral, as defined by Section 3.2. The Referral Fee shall be calculated as follows: ten percent (10%) of the Recipient's initial net revenue, excluding any applicable taxes, resulting from a Successful Referral within the first twelve (12) months following the date of the referral.
3.2. Successful Referral
A referral will be deemed a "Successful Referral" if (a) the Referrer introduces a potential client or customer to the Recipient, (b) the potential client or customer enters into a bona fide business relationship with the Recipient, and (c) the introduction occurred within the preceding twelve (12) months of the Referrer receiving the applicable Referral Fee.
The Referrer will submit an invoice to the Recipient within thirty (30) days of a Successful Referral. The invoice shall include the details of the Referral, the initial net revenue generated by the Recipient as a result of the Successful Referral, and the amount of the applicable Referral Fee.
Payment of the Referral Fee to the Referrer shall be made by the Recipient within thirty (30) days of receipt of the Referrer's invoice. Payments shall be made in United States dollars via check or direct bank transfer.
This Agreement shall commence on the date hereof and shall continue for a period of one (1) year ("Initial Term"), unless terminated earlier by either party pursuant to Section 5.2 below. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a "Renewal Term", and together with the Initial Term, the "Term"), unless terminated earlier by either party pursuant to Section 5.2 below.
Either party may terminate this Agreement prior to the expiration of the Initial Term or any Renewal Term upon thirty (30) days written notice to the other party, provided that any termination by either party must be in good faith and for a valid reason. Upon termination of this Agreement, the Referrer shall be entitled to payment of any unpaid Referral Fees earned prior to the effective date of termination.
6.1. Confidentiality Obligations
Each party hereby agrees to hold in strict confidence and not to disclose or use any Confidential Information of the other party, except as may be necessary to perform its obligations under this Agreement, or as required by applicable law, regulation, or legal process. The term "Confidential Information" shall mean any information that is not generally known to the public and relates to the other party's business.
7.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States.
The parties hereto agree that any action arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction in the United States, and each party hereby consents to such jurisdiction and waives any objection to venue in such courts.
8.1. Entire Agreement
This Referral Agreement, and any exhibits or schedules hereto that are expressly incorporated herein by reference, constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior and contemporaneous negotiations, commitments, and understandings of the parties, whether written or oral.
This Agreement may be amended only by a written instrument signed by both parties hereto or their respective successors or assigns.
Neither party may assign or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
This Agreement may be executed in one or more counterparts, each of which shall be deemed as original, but all of which together shall constitute one and the same instrument.
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