Referral Fee Agreement

The Referral Fee Agreement is a document that outlines the terms and conditions for a referral arrangement between two parties: the buyer 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 sellers of goods or services to the buyer 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, such as 'excluded persons,' 'goods or services,' and 'value of goods or service.' This section ensures that both parties have a clear understanding of the terminology used in the agreement.

 

The second section is the referral term section, which specifies the duration of the referral arrangement. The term can be either a fixed period or automatically renewed for additional periods, depending on the agreement between the buyer and the referrer. This section ensures that both parties are aware of the timeframe for the referral arrangement.

 

The third section is the referral fee section, which outlines the payment terms for the referral fee. The fee can be either a fixed amount per seller or a percentage of the net value of goods or services sold as a result of the referral. This section also includes provisions for the issuance of invoices and the timing of payment. It ensures that both parties understand how the referral fee will be calculated and when it will be paid.

 

The fourth section is the responsibilities of the parties section, which outlines the obligations of both the buyer and the referrer. The buyer is responsible for purchasing the goods or services from the referred sellers, while the referrer is responsible for sourcing prospective sellers and promoting the services. This section also addresses the use of the buyer's intellectual property rights by the referrer and the confidentiality of information shared between the parties.

 

The fifth section is the confidentiality section, which emphasizes the importance of maintaining the confidentiality of any information shared between the buyer and the referrer. The referrer is prohibited from exploiting or disclosing confidential information without the buyer's consent, except to employees or potential sellers who need to know the information for the purpose of the agreement. This section ensures that both parties understand their obligations regarding the confidentiality of information.

 

The sixth section is the general section, which includes various provisions related to the agreement. It addresses matters such as the assignment of rights, the independent contractor relationship between the parties, the giving of notices, waivers, and the governing law of the agreement. This section ensures that both parties are aware of their rights and obligations under 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 of the agreement, insolvency of either party, and voluntary termination. This section ensures that both parties understand the consequences of termination and their rights in such situations.

 

The eighth section is the consequences of termination section, which specifies the actions to be taken upon the termination of the agreement. It includes provisions for the cessation of promotion, settlement of outstanding referral fees, and the continuation of certain provisions of the agreement. This section ensures that both parties are aware of their obligations after the termination of the agreement.

 

The ninth section is the no rights under contracts for third parties section, which clarifies that third parties have no rights to enforce the terms of the agreement. This section ensures that both parties understand that only the buyer and the referrer have rights and obligations under the agreement.

 

The tenth section is the arbitration and proper law section, which encourages the parties to resolve any disputes amicably and in good faith. It also specifies the jurisdiction for any legal proceedings related to the agreement. This section ensures that both parties understand the preferred method of dispute resolution.

 

The eleventh section is the notices and service section, which outlines the requirements for giving notices under the agreement. It specifies the methods of delivery and the deemed time of receipt for each method. This section ensures that both parties understand how to communicate effectively under the agreement.

 

The document concludes with the signatures of the duly authorized representatives of both parties, indicating their agreement to the terms and conditions outlined in the Referral Fee Agreement.

How to use this document?

1. Identify the parties: Enter the names and principal places of business of the buyer and the referrer in the agreement. This ensures that both parties are clearly identified.

2. Understand the interpretation: Familiarize yourself with the definitions provided in the interpretation section of the agreement. This will help you understand the terminology used throughout the document.

3. Determine the referral term: Determine whether the referral term is fixed or automatically renewed for additional periods. This will clarify the duration of the referral arrangement.

4. Calculate the referral fee: Determine whether the referral fee is a fixed amount per seller or a percentage of the net value of goods or services sold. This will help you understand how the referral fee will be calculated.

5. Issue invoices and make payments: Follow the process outlined in the agreement for issuing invoices and making payments. Ensure that invoices are submitted within the specified timeframe and that payments are made accordingly.

6. Fulfill responsibilities: Understand the obligations of both the buyer and the referrer. The buyer is responsible for purchasing the goods or services, while the referrer is responsible for sourcing prospective sellers and promoting the services.

7. Maintain confidentiality: Treat any confidential information shared between the parties as confidential. Only disclose such information to employees or potential sellers who need to know it for the purpose of the agreement.

8. Comply with termination provisions: Familiarize yourself with the circumstances under which either party can terminate the agreement. Understand the consequences of termination and ensure compliance with the specified procedures.

9. Resolve disputes amicably: Make reasonable efforts to resolve any disputes amicably and in good faith. Consider arbitration as a preferred method of dispute resolution.

10. Follow notice requirements: Adhere to the notice requirements outlined in the agreement. Ensure that notices are delivered in the specified manner and within the designated timeframe.

11. Seek legal advice if needed: If you have any questions or concerns about the agreement, consider seeking legal advice to ensure that you fully understand your rights and obligations.