Simple fee sharing agreement for a servicer to share its fee received from clients referred by the referrer who will also be responsible for liaising with clients. This agreement is drafted in favour of the Referrer.
The parties agree that the Servicer will share its fees with the Referrer, in consideration for the Referrer referring clients to Servicer.
The Servicer shall obtain adequate insurance cover in respect of all risks relating to this Agreement and the Services normally covered by insurance in accordance with good industry practice.
The Servicer shall be responsible for obtaining all licences, permits and approvals which are necessary or advisable for the Services and for the performance of its duties hereunder.
The Servicer shall keep separate records and accurate accounts of all Services made by it in relation to the Referred Clients and shall permit the Referrer or its duly appointed representatives to inspect all such records and accounts and take copies thereof at all reasonable times (but not exceeding once in any Quarter).
Subject to compliance by the Referrer with its obligations under this Agreement, the Servicer shall indemnify the Referrer against any liability (including, without prejudice to the generality of the foregoing, all costs and expenses which the Referrer may reasonably incur in defending any proceedings) which it may incur by reason only of its being held out as the Servicer's agent.
Referrer shall treat as confidential all information which the Servicer may make available to it pursuant to this Agreement or the negotiations in respect thereof ("the Confidential Information") and shall not without the prior written consent of the Servicer:
(a) exploit any part of the Confidential Information save as is reasonably necessary to enable it to sell the Products; or
(b) disclose any part of the Confidential Information other than to its employees or clients (or potential clients) who need to know the Confidential Information for the purpose of this Agreement provided that:
such person is made aware prior to disclosure of the proprietary and confidential nature of the Confidential Information; and
such person owes an express duty of confidence to Referrer, which Referrer shall enforce.
Referrer may disclose, in general terms, relevant parts of the Confidential Information to customers and potential customers but only so far as is necessary in good faith to promote the sale of the Products.
The Rights, the Confidential Information and all proprietary and intellectual property rights in the Products shall belong to the Servicer.
Referrer shall promptly notify the Servicer of any infringement of the Rights or Confidential Information in the Territory, and of any claim that the import or sale of Products into the Territory infringes any person's rights, of which it may become aware and shall at the request and expense of the Servicer take such action in respect of the infringement, or claim, as the Servicer may request.
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