THIS AGREEMENT is made and entered into this day of , 20____, by and between Lockbaud LLC (the “Company”), a Missouri corporation having its principal place of business at 6429 NW 70th Street Unit 202, and [Name of Referral Agent], with its address being [Address].
WHEREAS, the Company is in the business of providing IT & Communication Solutions and Support (the “Service” or “Services”);
WHEREAS, Referral Agent desires to become an agent of the Company to refer and forward potential subscribers and users of the Services; and
WHEREAS, the Company desires to authorize and appoint Referral Agent to refer and forward to the Company potential subscribers and users of the Services subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises made in this Agreement, the parties agree as follows:
- The Company appoints Referral Agent as an authorized referral agent for purposes of forwarding and referring to the Company potential subscribers and customers of the Services (“Referred Customer”). Such agency is limited to the geographic areas where the Company has the facilities to provide the Services.
- Referral Agent has no authority, without the prior written consent of the Company, to bind the Company to any contract, representation, understanding, act or deed concerning the Company, the Services, or any other service or product offered by the Company that is outside the scope of this Agreement.
- Unless agreed to otherwise in writing by the Company, this agreement is not exclusive, and the Company may appoint other referral agents within any territory that Referral Agent does business.
- This appointment shall not establish or, be interpreted as establishing an Agentship, joint venture, franchise, or other agency relationship beyond those functions and responsibilities as set forth in this Agreement.
- Duties and Performance of Referral Agent.
- Throughout the term of this Agreement, Referral Agent shall use reasonable efforts to endorse and promote the Company and its services, as well as to refer and forward potential customers (including, but not limited to, business acquaintances, customers, clients, and associates). Referral Agent shall comply with any prevailing practices and procedures that relate to the referral of customers for the use of the Services.
- Referral Agent shall be entitled to compensation only for those Referred Customers with whom Referral Agent has had direct personal contact and to whom Referral Agent has directly endorsed and recommended the Services.
- Throughout the term of this Agreement, Referral Agent agrees not to refer Company customers to any person or entity that offers products and services that are in competition with the products and services offered by the Company.
- The Company shall pay Referral Agent a monthly commission (the “Commission” or “Commissions”) subject to Section 4 below. The total Commission owed to Referral Agent hereunder shall be payable via automatic cleaning house (ACH) payment within 15 days of the Referred Customer crediting their account with the Company.
- For each payment made by the Referred Customer and received by the Company (the “Client Revenue”), the Referral Agent shall be entitled to a Commission valued at 15% of the Client Revenue (the “Commission Rate”).
- The Company shall be obligated to pay the Commission to Referral Agent for a specific Referred Customer if, and only if, the following conditions are satisfied:
- The Referred Customer continues to credit their account with the Company; and
- The Counter Period has not lapsed subject to section 4 below; and
- The Company has not elected to buyout the Referral Agent.
- Referral Agent’s entitlement to retain any Commissions paid under this Agreement for each Customer is conditioned upon such Customer’s continued subscription and payment on the Service.
- Buyout and Counter.
- Each Referred Customer account shall have a counter of up to six (6) months from the date of the first subscription and payment on the Service (“Counter Period”)
- The Company shall be entitled to buyout the Referral Agent upon lapse of the Counter Period. Buyout shall be equivalent to one month’s Client Revenue payable to the Referral Agent.
- In the event that the Referral Agent refers another customer to the Company, the Counter Period shall reset for all Company customers referred by such Referral Agent, provided that the Company customer account has not already exceeded six (6) months.
- Confidentiality and Customer Ownership.
- All documents, data files, information and other materials made available to Referral Agent in connection with this Agreement, including without limitation all information regarding services, the Company customers (including those customers and potential customers referred to the Company by Referral Agent), marketing data, business plans, and technical information (collectively “Confidential Information”) shall be deemed to have been furnished to Referral Agent in confidence and shall remain the exclusive property of the Company both during the term of this Agreement and after this Agreement is terminated of expired. Referral Agent shall treat as trade secrets and keep in strict confidence all Confidential Information it acquires from the Company at any time or develops for or on behalf of the Company, and Referral Agent will not at any time during the terms of this agreement or thereafter use such Confidential Information for its own benefit or disclose or permit any of its employees, agents, or representatives to disclose such Confidential Information to any person or entity without a written consent from the Company.
- The Company shall retain full ownership of all Referred Customers that Referral Agent refers to the Company under this Agreement, including all information relating to such Referred Customers.
- Intellectual Property.
- Referral Agent agrees that the Company retains ownership rights in and to certain intellectual property, including without limitation any the Company trademark, service mark, trade dress, advertising, any associated goodwill, whether presently existing or later developed (collectively “Intellectual Property”). Referral Agent agrees to sign any document as reasonably required to effect recording or protection of any such property.
- Term and Termination.
- Either Party may terminate this agreement by giving the other party at least 30 days written notice.
- Subject to Section 4, the Company shall be responsible for paying any and all Commissions owed to Referral Agent under this Agreement only for those Referred Customers that are referred to the Company before the effective termination date of this Agreement.
- The provisions of Sections 3.3, 4.1. 4.2, 5.1, 5.2, 6.1, 8.1, 8.2, 8.3 and 8.5 shall survive termination of this Agreement.
- Unless the Company notifies Referral Agent otherwise, the Company disclaims all warranties with regard to services rendered under this Agreement, including all implied warranties of merchantability and fitness for a particular purpose. Referral Agent shall extend no warranties or guarantees without the pre-approval of the Company, orally or in writing, in the name of the Company or which would bind the Company with respect to the performance, design, quality, merchantability, or fitness for a particular purpose of the Service. Neither the Company nor its affiliates, subsidiaries, suppliers, or parent corporations shall be liable to Referral Agent or any third party for special, consequential, incidental, indirect, tort or cover damages, including, without limitation, damages resulting from the use or inability to use the services, delay of delivery and implementation, or loss of profits, data , business or goodwill, whether or not such party has been advised or is aware of the possibility of such damages. the Company’s liability for all claims of any kind arising out of or relating to this Agreement shall be limited solely to money damages and shall not exceed the amount of commissions due Referral Agent.
- Either party shall not be liable for, and is excused from, any failure to perform or delay in the performance of its obligations under this Agreement due to causes beyond its control, including without limitation, interruptions of power or telecommunications services, failure or its suppliers or subcontractors, acts or nature, governmental actions, fire, flood, natural disaster or labor dispute. No failure of either party to pursue any remedy resulting from a breach in this Agreement by the other party shall be construed as a waiver of that breach, nor as a waiver of any subsequent or other breach unless such waiver is signed and in writing.
- In the event any provision of this Agreement shall be invalid, illegal or enforceable in any respect, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected or impaired by such provision in any way.
- This Agreement shall not be assigned by Referral Agent, in whole or in part, without the express written consent of the Company.
- If any dispute arises between the Parties related to this Agreement it shall be resolved by negotiation between and among the parties. Parties shall act in good faith to resolve the dispute.
- This Agreement shall be construed in accordance with the laws of the state of Missouri.
- All notices required under this Agreement shall be directed to the addresses indicated below, and such addresses shall be deemed to be the most recent address of the addressee and shall remain so until written notice of a change of address is provided to the other party by the party whose address has changed:
If to the Company:
If to Referral Agent:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date stated above.
Company Referral Partner
(Authorized Signature) (Authorized Signature)
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