REFERRAL AGREEMENT
This Referral Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Referring Party"), and
[Party B], a corporation ("Business").
The Referring Party will introduce prospects to the Business. The Business alone decides whether to accept a prospect and will pay the commission this Agreement describes.
1. Products. The products and services covered by this Agreement are [products or services] (the "Products"). A sale of something else is not a referral under this Agreement.
2. Referrals. A referral is [what counts as a referral]. It is attributed to the Referring Party only if the introduction is in writing during the term and the prospect first contracts with the Business for the Products within 180 days after that introduction (the "Attribution Period"). A prospect is not a referral if, before the introduction, the Business already had a relationship with that prospect or an open sales discussion about the same products or services.
3. No authority to bind. The Referring Party is not an agent of the Business. It cannot negotiate, price, accept, or sign a contract for the Business, and it cannot make a warranty or promise the Business must keep. Only the Business decides whether to do business with a prospect.
4. Commission. The commission is [commission]. The commission is earned when the Business receives the customer's payment for that referral, and it is due within 30 days after receipt. The Business does not owe commission on taxes, refunds, or amounts it does not keep.
5. Refunds. If the customer does not pay, cancels before paying, or receives a refund, the related commission is not earned. The Referring Party will repay any commission already paid for that sale within 30 days after notice. The Business may deduct that amount from later commissions.
6. Reporting. Within 15 days after each calendar quarter, the Business will send a written report of referred contracts, amounts collected, and commission due for that quarter. The Referring Party may ask a reasonable question about a line in the report.
7. Marketing. The Referring Party may say that it can introduce prospects to the Business. It may use the Business's name and logos only in the form the Business approves in writing. It will not promise pricing, features, or results the Business has not approved, and it will stop any marketing the Business asks it to stop.
8. Confidentiality. Each party will keep the other's non-public business information confidential, use it only to perform this Agreement, and protect it with reasonable care. This duty lasts for three years after the Agreement ends. It does not cover information that is public, already known, independently developed, or required to be disclosed by law.
9. Term and termination. This Agreement starts on the Effective Date and continues for 12 months unless ended earlier. Either party may end it for convenience on 30 days' written notice, or immediately if the other party does not cure a material breach within 15 days after written notice. After this Agreement ends, the Business will still pay commission on a referral introduced during the term if the prospect contracts within the Attribution Period. No other commission is due after termination.
10. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
11. General. This Agreement is the entire agreement on its subject. It may be amended only in a writing signed by the Parties, and it may be signed in counterparts, including electronic copies. If a part is unenforceable, the rest stays in effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Referring Party: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Business: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]