This Referral Agreement is between a company and a referring party who will provide exclusive services to the company. This agreement sets out the exact services to be provided, standards of performance, term of the agreement and the independent contractor status of the referring party. This Referral Agreement also contains a provision regarding confidential information and must be signed by both company and referring party.
THIS AGREEMENT (the “Agreement”) is made and entered into this _____ day of ____________, 20____, by and between ________________________, of ____________________________________, (the “Referring Party”) and _________________________, of, _____________________________ (the “Company”)
A. WHEREAS, Company desires to obtain certain Referral Services described hereunder from the Referring Party;
B. AND WHEREAS Company agrees to engage the Referring Party as an independent contractor to perform such Services and the Referring Party hereby agrees to provide such services to the Company
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Company hereby appoints Referring Party to act as its sole and exclusive Referring Party to provide the following services to Company (the "Services"):
[Define the specific services to be provided by Referring Party]
The Referring Party shall conduct the Services in accordance with specifications set by the Company and the Referring Party shall at all times observe and comply with all federal and state laws or regulations applicable to this Agreement
Standard of Performance
Referring Party hereby agrees that it shall follow the highest professional standards in performing all Services to be provided under this Agreement.
This Agreement is effective on the date written above and shall expire on ______________. The parties may extend this Agreement for an additional ___ (_) year period by giving _____________ day’s written notice.
Referring Party shall provide the Services as an independent contractor and Referring Party shall not act as an employee, agent or broker of the Company. As an independent contractor, Referring Party will be solely responsible for paying any and all taxes levied by applicable laws on its compensation. Referring Party understands that Company will not withhold any amounts for payment of any taxes from Referring Party's compensation.
During the term of this Agreement, Company shall pay the Referring Party for its Services under this Agreement the sum of $________. Payment shall be made by the ___________________ day of the month following receipt of Referring Party’s invoice for the Services.
The Company agrees to reimburse any pre-approved out of pocked expenses incurred by the Referring Party in connection with the Services, including, but not limited to, travel expenses, audit fees, tax fees, payroll service fees, etc.
Referring Party in the course of performing the Services hereunder, may gain access to certain confidential or proprietary information of the Company. Such “Confidential Information” shall include all information concerning the business, affairs, products, marketing, systems, technology, customers, end-users, financial affairs, accounting, statistical data belonging to the Company and any data, documents, discussion, or other information developed by Referring Party hereunder and any other proprietary and trade secret information of Company whether in oral, graphic, written, electronic or machine-readable form. The Referring Party agrees to hold all such Confidential Information of the Company in strict confidence and shall not, without the express prior written permission of Company, (a) disclose such Confidential Information to third parties; or (b) use such Confidential Information for any purposes whatsoever, other than the performance of its obligations hereunder. The obligations under this Section shall survive termination or expiration of this Agreement.
To the extent any inventions, technologies, reports, memoranda, studies, writings, articles, plans, designs, specifications, exhibits, or other materials prepared by Referring Party in the performance of services under this Agreement include material subject to copyright protection, such materials have been specially commissioned by the Company and they shall be deemed "work for hire" as such term is defined under U.S. copyright law. To the extent any such materials do not qualify as "work for hire" under applicable law, and to the extent they include material subject to copyright, patent, trade secret, or other proprietary rights protection, Referring Party hereby irrevocably and exclusively assigns to the Company, its successors, and assigns, all right, title, and interest in and to all such materials. To the extent any of Referring Party rights in the same, including without limitation any moral rights, are not subject to assignment hereunder, Referring Party hereby irrevocably and unconditionally waives all enforcement of such rights. Referring Party shall execute and deliver such instruments and take such other actions as may be required to carry out and confirm the assignments contemplated by this paragraph and the remainder of this Agreement. All documents, magnetically or optically encoded media, and other tangible materials created by Referring Party as part of its services under this Agreement shall be owned by the Company.
Return Of Materials
Referring Party agrees that upon termination of this Agreement, Referring Party will return to the Company all drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the Company. Referring Party will not retain any such materials.
(a) Either party may terminate this Agreement for convenience by providing thirty (30) days written notice (“Termination Notice”) to the other party.
(b) If a party violates its obligations to be performed under this Agreement, the other party may terminate the Agreement by sending a thirty (30) days notice in writing. Upon receiving such notice, the defaulting party shall have thirty (30) days from the date of such notice to cure any such default. If the default is not cured within the required thirty (30) day period, the party providing notice shall have the right to terminate this Agreement.
Referring Party shall not assign any of their rights under this Agreement, or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the Company and any attempt by Referring Party to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect.
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party’s regular business hours or by facsimile before or during receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
This Agreement is to be construed in accordance with and governed by the internal laws of the State of _____, USA.
All disputes under this Agreement shall be settled by arbitration in _________________ before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto.
This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NEITHER PARTY’S LIABILITY ON ANY CLAIM, LOSS OR LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID TO REFERRING PARTY DURING THE __________ MONTHS PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR ACTION BY COMPANY.
Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees, and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence or willful misconduct of a party’s employees or agents;
Entire Agreement; Amendment:
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first set forth above.
COMPANY REFERRING PARTY
By: _____________________________ By:______________________________
Name: Name: _________________________
Title: ¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬_____________ Title:
Date: ____________________________ Date: ____________________________