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The Referral Fee Agreement is a document that outlines the terms and conditions for a referral program between two parties: the Seller and the Referrer. The document begins by highlighting the importance of the agreement, which is to establish a mutually beneficial relationship where the Referrer refers potential customers to the Seller in exchange for a referral fee.
The entire document is divided into several sections, each addressing a specific aspect of the agreement. The first section is the interpretation section, which provides definitions for key terms used throughout the agreement. This ensures that both parties have a clear understanding of the terminology used.
The second section is the referral term section, which specifies the duration of the referral agreement. It outlines whether the agreement is fixed-term or automatically renewed for additional periods. This section also states that the Referrer is responsible for sourcing independent third-party customers for the Seller's goods or services.
The third section is the referral fee section, which details how the referral fee is calculated and paid. It explains that the referral fee can be a fixed fee per customer referred or a percentage of the net value of goods or services sold as a result of the referral. The section also outlines the process for invoicing and payment.
The fourth section is the responsibilities of the parties section, which outlines the obligations of both the Seller and the Referrer. It states that the Referrer must use its existing connections and channels to secure business for the Seller. The section also allows the Referrer to disclose relevant information about the Seller to customers and potential customers for the purpose of promoting the services. Additionally, it clarifies that the Seller is responsible for performing or selling the agreed goods or services and complying with applicable laws and regulations.
The fifth section is the confidentiality section, which addresses the handling of confidential information. It states that the Referrer must treat any confidential information provided by the Seller as confidential and not disclose it without prior written consent. However, the Referrer may disclose relevant parts of the confidential information to customers and potential customers to promote the sale of the products. The section also clarifies that the Seller retains all rights, including intellectual property rights, in the products.
The sixth section is the general section, which includes various provisions related to the agreement. It states that the Referrer cannot assign or transfer its rights or obligations without the Seller's consent. It also clarifies that the relationship between the parties is that of independent contractors and not employment or partnership. The section addresses the giving of notices, waivers, and the validity of the agreement. It also includes a provision for the resolution of disputes and the proper law governing the agreement.
The seventh section is the termination section, which outlines the circumstances under which either party can terminate the agreement. It includes provisions for breach, insolvency, liquidation, and cessation of business. The section also clarifies the consequences of termination, such as the cessation of promotion and settlement of outstanding referral fees.
The eighth section is the no rights under contracts for third parties section, which states that a person who is not a party to the agreement has no right to enforce its terms.
The ninth section is the arbitration and proper law section, which encourages the parties to resolve any disputes amicably and in good faith. It also includes a jurisdiction clause specifying the applicable law.
The tenth section is the notices and service section, which outlines the methods and deemed times of service for notices under the agreement. It provides the addresses and contact information for both parties.
The document concludes with the signatures of the duly authorized representatives of the Seller and the Referrer, indicating their agreement to the terms and conditions outlined in the Referral Fee Agreement.
To use the Referral Fee Agreement, follow these steps:
1. Interpretation: Familiarize yourself with the definitions provided in the agreement to ensure a clear understanding of the terminology used.
2. Referral Term: Determine the duration of the referral agreement based on whether it is fixed-term or automatically renewed. Make sure both parties agree on the term and any potential extensions.
3. Referral Fee: Decide on the method of calculating the referral fee, whether it is a fixed fee per customer referred or a percentage of the net value of goods or services sold. Establish the process for invoicing and payment, including the timeframe for payment.
4. Responsibilities of the Parties: Understand the obligations of both the Seller and the Referrer. The Seller should be responsible for performing or selling the agreed goods or services, while the Referrer should use its existing connections and channels to secure business for the Seller. Ensure compliance with applicable laws and regulations.
5. Confidentiality: Handle any confidential information provided by the Seller with care and only disclose relevant parts to customers and potential customers as necessary. Respect the Seller's intellectual property rights.
6. General: Familiarize yourself with the general provisions of the agreement, including those related to notices, waivers, and the resolution of disputes. Understand the relationship between the parties as independent contractors.
7. Termination: Be aware of the circumstances under which either party can terminate the agreement. Understand the consequences of termination, such as the cessation of promotion and settlement of outstanding referral fees.
8. No Rights Under Contracts for Third Parties: Understand that only the parties to the agreement have rights and obligations under it. Third parties cannot enforce its terms.
9. Arbitration and Proper Law: In case of any disputes, make efforts to resolve them amicably and in good faith. Follow the jurisdiction clause to determine the applicable law.
10. Notices and Service: Use the specified methods and deemed times of service for any notices related to the agreement. Ensure that the addresses and contact information for both parties are accurate and up to date.
Remember, this guidance is for informational purposes only and does not constitute legal advice. It is recommended to consult with a legal professional to ensure compliance with applicable laws and to address specific circumstances.