COLLABORATION AND REFERRAL AGREEMENT

COLLABORATION AND REFERRAL AGREEMENT

This Collaboration and Referral Agreement (“Agreement”) is entered into on ______ day of __________________, XXX(“Effective Date”) by and between XXX of  (“First Party”) and XXX of XXX LLC (“Second Party”). Both First Party and Second Party may be referred to in this agreement collectively as “Parties” or individually as “Party”. In order to enhance their business opportunities and in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

Purpose:

  1. The purpose of this Agreement is to establish a strategic partnership between the Parties to enhance the quality and breadth of services provided to our respective clients. The Parties agree to collaborate and refer clients to each other based on their individual expertise, while upholding the utmost standards of confidentiality and business ethics. Referral fees shall be paid in recognition of successful simple client and qualified referrals.

Terms and Definitions:

  1. Simple Client Referral: A “simple client referral” refers to an introduction to a client made by one Party to another Party, where the referring Party does not participate in the management of the client relationship.
  2. Qualified Referral: A “qualified referral” pertains to the identification of a prospective client made in writing by one Party to another Party, where the potential strategic partner actively engages in securing the client relationship and providing services to the client.
  3. First Year: The term “First Year” denotes the initial 12-month period commencing from the date when the referred client engages the services of either Party.

Simple Client Referral:

  1. For each simple client referral made by one Party to another Party, the Party performing services as a direct result of the referral shall pay a referral fee to the referring Party. The referral fee for simple client referrals shall be calculated as follows:
  2. The referring Party will receive 10% of the revenue generated from the referred client during the first year of engagement.
  3. The referring Party will receive 5% of the revenue generated from the referred client during the second year of engagement.
  4. The referring Party shall not have any involvement in the management of the client relationship or the provision of services to the client.
  5. Latina Chief LLC, as the referral Party, will assume responsibility for managing the client relationship, including negotiating the scope of services and fees directly with the client.

Qualified Referrals:

  1. For each qualified referral made in writing by one Party to another Party, the Party performing services as a direct result of the referral shall pay a referral fee to the referring Party. The referral fee for qualified referrals shall be calculated as follows:
    1. The referring Party will receive 15% of the revenue generated from the referred client during the first year of engagement.
    2. The referring Party will receive 7.5% of the revenue generated from the referred client during the second year of engagement.
  • The referring Party shall actively participate in securing the client relationship and providing services to the client as part of the qualified referral process.
  1. Latina Chief LLC, as the referring Party, will assume responsibility for managing the client relationship, including negotiating the scope of services and fees directly with the client.
  2. Both Parties agree to maintain open and regular communication during the referral and service delivery process, ensuring a collaborative and efficient approach.

No Warranties:

  1. Neither Party shall make any promises or issue any warranties, whether expressed or implied, regarding the products or services offered by the other Party, unless explicitly authorized in writing by the Party.
  2. Any authorized warranties or promises must be clearly stated in writing and agreed upon by both Parties.
  3. This clause does not limit or affect any statutory rights or consumer protection laws that may apply.

Independent Contractor Status:

  1. The relationship between the Parties shall always be that of independent contractors. This collaboration agreement does not create an employment, partnership, or joint venture relationship between the Parties. Neither Party shall present itself as affiliated with the other Party, except as an independent referrer.
  2. As independent contractors, neither Party shall have the authority to enter into agreements on behalf of the other Party or make any warranties, whether expressed or implied, on behalf of the other Party, unless specifically authorized in writing.
  3. Each Party shall be responsible for its own expenses and shall not incur any expenses on behalf of the other Party without prior written agreement.

Non-Disclosure and Non-Solicitation:

  1. Non-Disclosure Obligations:
    1. Both Parties acknowledge and agree that during the course of their collaboration and referral activities, they may have access to and become acquainted with confidential and proprietary information belonging to the other Party. The Parties agree to maintain strict confidentiality with respect to any confidential information received from the other Party, both during the term of this Agreement and thereafter. The Parties agree not to use or disclose the confidential information for any purpose other than as necessary to fulfill the obligations under this Agreement, unless authorized in writing by the disclosing Party.
  2. Non-Solicitation Obligations:
  3. During the term of this Agreement and for a period of two (2) years after its termination, neither Party shall directly or indirectly solicit or hire, or attempt to solicit or hire, any employees, contractors, or subcontractors of the other Party who were involved in the performance of services under this Agreement, without the prior written consent of the other Party.
  4. Return of Confidential Information:
  5. Upon termination of this Agreement or at any time upon request by the disclosing Party, the receiving Party shall promptly return or destroy all confidential information, including any copies or reproductions thereof, in its possession or control, and provide written certification of such return or destruction upon request.
  6. Non-Exclusivity:
    1. This referral agreement does not grant exclusive rights to either Party to act as a referrer on behalf of the other Party. Both Parties acknowledge and agree that they are not restricted from entering into similar referral agreements or arrangements with third parties.
    2. The Parties understand and agree that this referral agreement is separate and independent from any other agreements or arrangements they may have with third parties. The rights and obligations under this agreement shall not be affected by any other agreements entered into by either Party with third parties.

Intellectual Property:

  1. Ownership:
    1. Each Party shall retain ownership of its pre-existing intellectual property, including but not limited to trademarks, copyrights, patents, trade secrets, and any other proprietary rights.
    2. Any intellectual property developed or created by a Party independently and outside the scope of this Agreement shall remain the sole property of that Party.
  2. Collaboration Deliverables:
    1. Any intellectual property developed, created, or provided as part of the collaboration under this Agreement (“Collaboration Deliverables”) shall be jointly owned by the Parties, unless otherwise agreed upon in writing.
    2. The Parties shall discuss and determine the ownership rights and usage rights for the Collaboration Deliverables in a separate written agreement, which shall be executed by both Parties.
  3. License:
    1. Each Party grants the other Party a non-exclusive, royalty-free, and non-transferable license to use its pre-existing intellectual property solely for the purpose of fulfilling the obligations under this Agreement.
    2. The use of any intellectual property shall be limited to the extent necessary for the collaboration and referral activities described in this Agreement.

Termination:

  1. Either Party may terminate this referral agreement at any time by providing written notice to the other Party at least thirty (30) days in advance. Termination shall be effective upon the expiration of the notice period.
  2. In the event of termination, all outstanding referral fees due to a Party shall be settled in full within thirty (30) days from the effective date of termination. This includes any referral fees for projects initiated by qualified referrals during the entire contract term.
  3. Termination of this agreement shall not affect the rights and obligations of the Parties that have already accrued as of the date of termination.

Referrals and Obligations:

  1. The Parties agree to refer clients to each other when appropriate, based on the nature of the client’s needs and the Parties’ respective capabilities. However, the referral of clients by one Party to the other Party shall not be contingent upon reciprocal referrals from the other Party.
  2. Each Party shall use its best efforts to promote the services of the other Party to potential clients, but no Party shall be obligated to refer clients exclusively to the other Party.

Indemnification:

  1. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party (the “Indemnified Party”), along with its affiliates, officers, directors, employees, and agents, from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees) arising from misrepresentation, default, misconduct, failure to perform, or any other act or omission related to this agreement.
  2. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim or action for which indemnity may be sought under this clause. The Indemnifying Party shall have the right to assume the defense and settlement of any such claim or action with counsel of its choice, provided that the Indemnified Party shall have the right to participate in the defense at its own expense.
  3. The obligations of indemnification under this clause shall survive the termination or expiration of this agreement.

Entire Agreement:

  1. This agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written. Any modification to this agreement must be in writing and signed by both parties.

Dispute Resolution and Governing Law:

  1. This Agreement shall be governed by and construed in accordance with the laws of the State of XXX
  2. The Parties agree that any disputes arising out of or relating to this Agreement shall be subject to mediation as the primary method of dispute resolution. If mediation fails to resolve the dispute, either Party may initiate litigation in the appropriate jurisdiction.

By signing below, the parties acknowledge that they have read, understood, and agreed to be bound by the terms and conditions of this

Signed on [date]

XXXXX

XXXXX

 

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )