CUSTOMER REFERRAL COMMISSION AGREEMENT

February 22, 2024

CUSTOMER REFERRAL COMMISSION AGREEMENT

This Customer Referral Commission Agreement (“Agreement”) is made and entered into as of the _______ day of ______, 20 between:

PARTY A:

XXX Company, with its principal place of business at XXX (“Seller”)

PARTY B:

[REAL ESTATE AGENT], a licensed real estate agent in the state of New York, with an office at [ADDRESS] (“Agent”).

RECITALS

WHEREAS, Seller, XXX Limited Liability Company, is engaged in the business of selling high-quality furniture, home accessories, and professional installation services tailored for residential and commercial properties in the vibrant XXX market;

WHEREAS, Agent, [REAL ESTATE AGENT], holds a valid and active real estate license in the state of XXX, possesses extensive knowledge of the local real estate market dynamics, and maintains a substantial network of potential customers interested in furnishing and enhancing their properties;

WHEREAS, the parties acknowledge and recognize the value of Agent’s expertise and customer connections in generating qualified leads and potential customers for Seller’s products and services;

WHEREAS, the parties mutually desire to establish a fair and transparent commission structure that incentivizes Agent to refer qualified customers to Seller, thereby fostering a mutually beneficial business relationship;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:

  1. Referrals:
    • Agent agrees to diligently and actively refer potential customers to Seller, focusing on individuals or entities located in XXX City and expressing genuine interest in acquiring furniture, accessories, and installation services for their residential or commercial properties.
    • Agent shall exercise reasonable judgment and best efforts to refer qualified leads who meet the following criteria:
      • The referred customer demonstrates a genuine intention and financial capacity to purchase furniture, accessories, and installation services from Seller.
      • The referred customer has provided accurate and complete contact information to facilitate effective communication and follow-up.
      • The referred customer meets any additional criteria mutually agreed upon by the parties, including but not limited to specific budget ranges, property types, or any other relevant preferences.
    • Agent shall maintain open and timely communication with Seller regarding the progress and status of referrals, providing updates and necessary information to facilitate efficient follow-up and conversion of leads into customers. Agent shall promptly notify Seller of any changes or developments that may impact the viability or status of a referral.
    • In the event of any disagreement or dispute regarding the qualification of a referral, the parties agree to engage in good-faith discussions to resolve the matter. If necessary, the parties may seek mediation or arbitration in accordance with the applicable laws and regulations governing such disputes.
  2. Commission:
    • In recognition of Agent’s valuable referrals, Seller agrees to compensate Agent with a commission equal to 10% of the gross purchasing amount received by Seller for each customer referred by Agent, subject to the conditions and limitations set forth in this Agreement.
    • The commission payment is contingent upon the referred customer successfully completing a purchasing order with Seller and fulfilling the corresponding payment obligations. Seller shall remit the commission to Agent on the last day of the month in which Seller receives payment from the referred customer, provided that the total commission payable to Agent does not exceed a predetermined cap or threshold as agreed upon by the parties. Any commission amount exceeding the cap or threshold shall not be payable or carried forward to subsequent periods.
    • In the event that a referred customer cancels or returns their purchases, Seller retains the right to deduct the commission previously paid to Agent from any refund owed to the customer. However, the deduction shall not exceed the total commission amount received by Agent for that specific customer’s referral.
    • Seller shall promptly inform Agent of any cancellations or returns and provide a detailed account of the commission adjustment. The parties agree to engage in good-faith discussions to resolve any disputes arising from such deductions, with the aim of maintaining a fair and equitable outcome for all parties involved. In the event of any disagreement regarding commission adjustments or calculations, the parties may seek mediation or arbitration to resolve the dispute in accordance with the applicable laws and regulations governing such matters.
  3. Term:
    • This Agreement shall commence on [DATE] and continue until terminated by either party upon thirty days’ written notice to the other party.
    • In the event of termination, the following provisions shall apply:
      • Upon termination, Agent shall cease making any further referrals to Seller, and Seller shall no longer be obligated to pay commissions for referrals made after the effective date of termination.
      • Any pending referrals made by Agent prior to the termination date shall remain valid, and Seller shall honor commission payments for successful purchases completed by referred customers within a reasonable timeframe after the termination date. The specific timeframe for honoring pending referrals shall be subject to good-faith discussions and mutual agreement between the parties.
      • Seller shall fulfill its commission payment obligations for successful purchases made by referred customers prior to the termination date in accordance with the terms outlined in Clause 2 (Commission). Seller shall remit the commission to Agent within the agreed-upon payment timeframe, even if the referred customer’s payment is received by Seller after the termination date.
      • All other rights and obligations of the parties accrued or incurred prior to the termination shall survive the termination and remain in full force and effect.
    • Notwithstanding the termination of this Agreement, the confidentiality obligations outlined in Clause 4 (Confidentiality) shall continue to be binding on the parties.
  4. Confidentiality:
    • Agent acknowledges and agrees to maintain strict confidentiality regarding all proprietary and confidential information related to Seller’s business operations, customers, and rental rates. Agent shall exercise reasonable care to prevent any unauthorized disclosure, use, or dissemination of such information.
    • Agent acknowledges that any unauthorized disclosure of confidential information may cause irreparable harm and significant damage to Seller’s business interests, including but not limited to loss of competitive advantage, damage to customer relationships, and compromised business strategies. Agent agrees to take all necessary measures to protect and safeguard the confidentiality of such information, both during the term of this Agreement and indefinitely thereafter.
    • Agent shall not, directly or indirectly, disclose or make use of any confidential information obtained through their involvement with Seller’s business, except as required in the performance of their duties and obligations under this Agreement or with the express written consent of Seller. This obligation of confidentiality extends to all parties affiliated with Agent, including employees, agents, and representatives, who shall be bound by the same level of confidentiality.
    • Upon termination or expiration of this Agreement, Agent shall promptly return or destroy all confidential information, including any copies or reproductions thereof, in their possession or control.
    • This confidentiality provision shall survive the termination or expiration of this Agreement and shall remain in full force and effect to protect the legitimate interests of Seller
  5. Representations and Warranties:
    • Agent represents and warrants that they are a duly licensed real estate agent in good standing with the XXX  State Department of State, possessing the necessary qualifications and credentials to legally engage in real estate activities. Agent further represents and warrants that they shall adhere to all applicable laws, regulations, and ethical standards governing their activities under this Agreement, including but not limited to those set forth by the XXX State Department of State and any professional associations or organizations to which Agent belongs.
    • Agent expressly represents and warrants that, to the best of their knowledge and belief, they have not received and will not receive any payment or other benefits from any other party in connection with the referrals made under this Agreement, except for the commission as specifically provided herein. Agent affirms that they have not entered into any agreements or arrangements that could compromise their independent judgment or create conflicts of interest when referring customers to Seller.
    • Agent understands and acknowledges that any breach of these representations and warranties may result in immediate termination of this Agreement by Seller, along with any legal remedies available to Seller for such breach. Agent agrees to indemnify, defend, and hold harmless Seller from any claims, losses, damages, liabilities, and expenses arising out of or related to any violation of these representations and warranties by Agent.
  6. Indemnification:
    • Agent agrees to indemnify, defend, and hold Seller, its officers, directors, employees, and agents harmless from and against any and all claims, losses, damages, liabilities, and expenses, including reasonable attorneys’ fees and costs, arising out of or in connection with Agent’s activities, acts, or omissions under this Agreement, except to the extent caused by Seller’s gross negligence or willful misconduct.
    • Agent acknowledges and accepts full responsibility for the consequences of their actions or omissions in performing their obligations under this Agreement. Agent agrees to assume liability for any claims, demands, or legal actions brought against Seller arising out of or relating to Agent’s activities, including but not limited to any errors, misrepresentations, or breaches of duty committed by Agent in the course of their referral activities.
    • Agent further agrees to promptly notify Seller of any claims or potential claims that may arise and cooperate fully with Seller in the defense or settlement of such claims. Seller retains the right, at its own expense, to participate in the defense or settlement of any claim, provided that Seller may select its own legal counsel.
    • This indemnification provision shall survive the termination or expiration of this Agreement and shall remain in effect to the extent necessary to give full effect to its terms and protect the interests of Seller.
  7. Limitation of Liability:
    • In no event shall either party be liable to the other party for any indirect, incidental, consequential, special, or punitive damages, including, but not limited to, loss of profits, loss of business opportunities, or loss of data, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.
    • The total liability of either party, whether in contract, tort (including negligence), or otherwise, arising out of or in connection with this Agreement shall be limited to the total amount of commissions paid or payable to the Agent under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the liability
  8. Disclaimer of Warranty:
    • Seller makes no warranties, representations, or guarantees, whether expressed or implied, regarding the suitability, reliability, availability, or accuracy of its products, services, or any information provided to Agent.
    • Seller expressly disclaims any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any other warranty arising from a course of dealing or usage of trade.
    • Without limiting the generality of the foregoing, Seller does not warrant or represent that its products or services will meet Agent’s requirements, be uninterrupted, error-free, or free from viruses or other harmful components.
    • Any statements or descriptions concerning the products, services, or information provided by Seller are for informational purposes only and do not constitute a warranty or guarantee.
  9. No Partnership or Agency:
    • Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties. The relationship between the parties is solely that of independent entities acting for their own respective purposes.
    • Neither party has the authority to bind the other party or incur any obligation on its behalf, except as expressly provided in this Agreement or with the prior written consent of the other party.
  10. Governing Law:
    • This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of New York.
  11. Dispute Resolution:
    • Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, termination, or validity, shall be resolved through good-faith negotiations between the parties.
    • If the parties are unable to resolve the dispute through negotiations within a reasonable period of time, either party may initiate mediation by providing written notice to the other party. The mediation shall be conducted in accordance with the rules and procedures of a mutually agreed-upon mediation provider. The costs of the mediation shall be borne equally by both parties, unless otherwise agreed.
    • If mediation does not result in a resolution of the dispute within a specified timeframe or if either party refuses to participate in mediation, the parties agree to submit the dispute to binding arbitration in accordance with the rules and procedures of a mutually agreed-upon arbitration provider. The arbitration shall take place in New York, and the arbitrator’s decision shall be final and binding on the parties. The costs of the arbitration, including the arbitrator’s fees and expenses, shall be borne as determined by the arbitrator
  12. Entire Agreement:
    • This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements relating to the subject matter hereof.
  13. Amendment:
    • This Agreement may be amended only by a writing executed by both parties.
  14. Assignment:
    • This Agreement may not be assigned by either party without the prior written consent of the other party.
  15. Notices:
    • Any notices required or permitted to be given under this Agreement shall be in writing and deemed duly given (i) upon personal delivery, (ii) upon the second business day after mailing by registered or certified mail, postage prepaid, or (iii) upon receipt of electronic transmission. Notices should be sent to the following addresses:

Seller:

XXXX

XXXX

 

Agent:

[REAL ESTATE AGENT]

[ADDRESS]

[EMAIL ADDRESS]

 

  1. Counterparts:
    • This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Customer Referral Commission Agreement as of the date first above written.

 

TINTOY LIMITED LIABILITY COMPANY

By: __________________________ (Name)

Title: __________________________

 

REAL ESTATE AGENT

By: __________________________ (Name)

Title: __________________________

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