Referral Partnership Agreement


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Referral Partnership Agreement

  1. 1. Referral Partnership Agreement PARTNERSHIP AGREEMENT BETWEEN COMPANY ABC and Company XYZPartnersThis Referral Partner Agreement ("Agreement") is entered into and effective as of XX day ofXXXXXXXXX, 20XX ("Effective Date"), by and between COMPANY XYZ , a ____________corporate having its principal place of business at _______________ and COMPANY ABC , a_______________ corporation having a principal place of business at ___________ ("Partner").WHEREAS , the parties desire to enhance the attractiveness of the Partner Services byallowing COMPANY XYZ to promote the Partner Service and to reward COMPANY XYZ forreferrals of customers to Partner.NOW THEREFORE , the parties agree as follows.1. DEFINITIONS1.1 "Confidential Information" means all proprietary or confidential material or informationdisclosed orally or in writing by the disclosing party to the receiving party, including the termsand conditions of this Agreement, that is designated as proprietary or confidential or that
  2. 2. reasonably should be understood to be proprietary or confidential given the nature of theinformation and the circumstances of the disclosure; provided, that Confidential Informationshall not include any information or material that: (i) was or becomes generally known to thepublic without the receiving partys breach of any obligation owed to the disclosing party; (ii)was or subsequently is independently developed by the receiving party without reference toConfidential Information of the disclosing party; (iii) was or subsequently is received from athird party who obtained and disclosed such Confidential Information without breach of anyobligation owed to the disclosing party; or (iv) is required by law to be disclosed (in whichcase the receiving party shall give the disclosing party reasonable prior notice of suchcompelled disclosure and reasonable assistance, at disclosing partys expense, shoulddisclosing party wish to contest the disclosure or seek a protective order).1.2 "First Year Net Revenue" means, with respect to a particular Opportunity, Net Revenuefrom that Opportunity over the twelve-month period beginning on the start date of thatOpportunity.1.3 "Net Revenue" means the gross amounts owed by a Partner customer to Partner forFees, net of any discounts or refunds.1.4 "Opportunity" means a fully-executed and closed order for Partner’s Services that is aninitial order, by a new Partner customer, that resulted from a lead referral by COMPANY XYZ.The referred Opportunity must not be an existing Partner opportunity then, currently, or duringthe prior sixty (60) days, in Partner’s active sales process, and the order must be executedwithin 6 months of the referral.1.5 "Partner Services" means the solutions offered by Partner.1.6 "Partner Site" means, collectively, the following Partner websites: • List website #1 • List website #2 • List website #31.7 "COMPANY XYZ Service" means COMPANY XYZs: Write description of service here.
  3. 3. 1.8 "COMPANY XYZ Site" means COMPANY XYZs corporate website, currently located at:Enter URL here.1.9 "Fees" means the fees charged by Partner to COMPANY XYZ customers for thePartner’s Services, which fees are determined by Partner in its sole discretion. Fees do notinclude fees for travel expenses.2. APPOINTMENT AND OBLIGATIONS2.1 COMPANY XYZ (a) Appointment . Partner hereby appoints COMPANY XYZ as a non-exclusive, independent referral and marketing partner for Services, subject to the terms and conditions of this Agreement. (b) Opportunity Referral . Partner agrees to make Opportunity referral payments to COMPANY XYZ in accordance with Exhibit A.2.2 Partner (a) Lead Generation . COMPANY XYZ agrees to use good faith efforts to refer prospective Partner Service customer leads to Partner and to introduce Partner to COMPANY XYZs customer base and prospective customers as appropriate. COMPANY XYZ will generate leads for Partner’s Service via its marketing and co- sales efforts and incorporate the presentation of the Partner Service into its account sales and engagement delivery processes as appropriate and reasonable. (b) Promotional & Service Standards . Partner will ensure that its marketing, co- sales and services activities related to this Agreement adhere to good professional and industry standards, are consistent with COMPANY XYZs marketing materials, and do not misrepresent the COMPANY XYZ brand in any way. (c) Competing Products. COMPANY XYZ agrees to advise Partner within thirty (30) days of commencement of any promotion, marketing or distribution of a new Competing Product. "Competing Product" means a product or service offering similar
  4. 4. functionality to the Partner Service, including any consulting services. COMPANY XYZ shall promote Partner in a balanced and equitable manner as compared to any existing or new Competing Product. In no event shall COMPANY XYZ’s marketing or sales materials or website disparage the Partner Service or compare it unfavorably to a Competing Product. Any presentation regarding COMPANY XYZ or the COMPANY XYZ Service in conjunction with a Competing Product, in Partners marketing materials or on its websites, shall be subject to COMPANY XYZs prior written approval.2.3 Additional Obligations . Additional obligations of the parties may be set forth inthe exhibits and attachments hereto.3. TRADEMARK CROSS-LICENSE3.1 License . Each party hereby grants to the other a worldwide, nonexclusive,nontransferable, non-sublicenseable, royalty-free license to use, in Partners case,"COMPANY XYZ" and associated logos and, in COMPANY XYZs case, Partners name andassociated logos (collectively, "Marks") solely in connection with the other partys rights,duties and obligations under this Agreement.3.2 Use . Any use of Marks shall be in accordance with the granting partys reasonabletrademark usage policies, with proper markings and legends, and subject to granting partysprior written approval. The granting party may withdraw any approval of any use of its Marksat any time in its sole discretion.3.3 Standards . During the period of use, the licensed party shall reasonably cooperatewith the granting party in facilitating the granting partys monitoring and control of the natureand quality of products and services bearing the granting partys Marks, and shall supply thegranting party with specimens of the licensed partys use of the granting partys Marks uponrequest. If the granting party notifies the licensed party that the licensed partys use of thegranting partys Marks is not in compliance with the granting partys trademark policies or isotherwise deficient, then the licensed party shall promptly comply with such policies orotherwise as directed by the granting party. Neither party shall make any express or impliedstatement or suggestion, or use the other partys Marks in any manner, that dilutes, tarnishes,degrades, disparages or otherwise reflects adversely on the other party or its business,
  5. 5. products or services.3.4 Mark Ownership . Each party acknowledges that the other partys Marks are andshall remain Marks of the other party. Neither party shall gain any right, title or interest withrespect to the other partys Marks by use thereof, and all rights or goodwill associated withthe other partys Marks shall inure to the benefit of the other party.4. REPRESENTATIONS AND WARRANTIESEach party represents and warrants to the other that: (i) it has the full corporate right, powerand authority to enter into this Agreement and to perform its obligations hereunder; (ii) theexecution of this Agreement and the performance of its obligations hereunder does not andwill not conflict with or result in a breach (including with the passage of time) of any otheragreement to which it is a party; (iii) this Agreement has been duly executed and delivered bysuch party and constitutes the valid and binding agreement of such party, enforceableagainst such party in accordance with its terms (except as may be limited by public policy orcreditors rights generally); (iv) it owns its Marks or otherwise has the right to grant thelicenses hereunder; and (v) its Marks do not, and their use by the other party ascontemplated hereunder will not, infringe any intellectual property or other rights of any thirdparty.5. INDEMNIFICATION5.1 Indemnification . Each party shall indemnify, defend and hold harmless the otherparty and its officers, directors, employees, agents, subcontractors and affiliates from andagainst any loss, damage or expense (including reasonable attorneys fees) incurred inconnection with any claims, actions, demands, suits or proceedings (collectively, "Claims")made against the other party by a third party and arising out of a breach by the indemnifyingparty of this Agreement (including any representation or warranty contained herein).5.2 Notice, etc . The party seeking indemnification shall (i) notify the indemnifying party inwriting of any Claim as soon as practicable upon knowledge of same, (ii) give theindemnifying party the opportunity, and full and exclusive authority, to defend, settle orparticipate in the defense or settlement of the Claim, and (iii) provide to the indemnifying partyall reasonable requested assistance (at the indemnifying partys expense); provided,
  6. 6. however, that (a) no failure to notify the indemnifying party shall relieve it of its indemnificationobligations hereunder except to the extent the indemnifying party can demonstrate detrimentattributable to such failure, and (b) the indemnifying party shall not settle any Claim in a waythat imposes any obligation or liability on the indemnified party without the indemnified partysprior written consent (which consent will not be unreasonably withheld).6. DISCLAIMER OF WARRANTIESCOMPANY XYZ DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THECOMPANY XYZ SERVICE, WHICH IS PROVIDED SOLELY IN ACCORDANCE WITH THETERMS OF AN AGREEMENT BETWEEN COMPANY XYZ AND THE END USER CUSTOMER,WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR IN WRITING, ARISING UNDERANY LAW, INCLUDING WITH RESPECT TO VALIDITY, NON-INTERRUPTION, ERROR-FREEOPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT SHALL COMPANY XYZ BE LIABLE TO PARTNER OR ANYOTHER INDIVIDUAL OR ENTITY AFFILIATED WITH PARTNER FOR ANY CLAIM, LOSS ORDAMAGE ARISING OUT OF THE OPERATION OR AVAILABILITY OF THE COMPANY XYZSERVICE.7. LIMITATION OF LIABILITYNEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER UNDER TORT, CONTRACT ORANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITYOF SUCH DAMAGES. EXCEPT FOR EACH PARTYS INDEMNIFICATION OBLIGATIONS, INNO EVENT SHALL EITHER PARTYS TOTAL LIABILITY ARISING OUT OF OR RELATED TOTHIS AGREEMENT EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BYEITHER PARTY TO THE OTHER UNDER THIS AGREEMENT.8. CONFIDENTIALITYNeither party shall use or disclose any Confidential Information of the other party for anypurpose outside the scope of this Agreement, except with the other partys prior writtenconsent. Each party shall protect the other partys Confidential Information in a manner similarto its own Confidential Information of like nature (but in no event using less than reasonablecare). In the event of an actual or threatened breach of a partys confidentiality obligations,
  7. 7. the non-breaching party shall have the right, in addition to any other remedies available to it,to seek injunctive relief, it being specifically acknowledged by the breaching party that otherremedies may be inadequate.9. TERM AND TERMINATION9.1 Term . This Agreement shall commence on the Effective Date and shall continue forone (1) year thereafter (the "Term"), unless terminated earlier as set forth below, and shallautomatically renew for a subsequent one (1) year Term on each anniversary date thereafterunless either party elects to terminate the Agreement in writing.9.2 Termination . Without prejudice to any other right or remedy available at law or inequity in respect of any event described below, this Agreement may be terminated under thefollowing circumstances: (a) Convenience . Either party may terminate this Agreement for convenience without penalty at any time upon thirty (30) days prior written notice. (b) Cause . Either party may terminate this Agreement for cause, with fifteen (15) days prior written notice, upon a material breach by the other party that is not cured within such period; provided, however, that where the breach is (i) a purported assignment in violation of this Agreement, or (ii) of a partys confidentiality obligations, then the nonbreaching party may terminate this Agreement immediately upon written notice.9.3 Effect of Termination . Following termination or expiration of this Agreement: (i)each party shall continue to maintain the confidentiality of the other partys ConfidentialInformation and shall, within thirty (30) days, return to the other party or destroy (at the otherpartys election) all tangible embodiments of same and any equipment, software or othermaterials belonging to the other party. Each party shall immediately cease all use of the otherpartys Marks and intellectual property related to this Agreement. Sections 1, 4, 5, 6, 7, 8, 9and 10 shall survive expiration or earlier termination of this Agreement.10. MISCELLANEOUS10.1 Notices . All notices, approvals, consents, waivers and other communications under
  8. 8. this Agreement must be in writing and will be deemed to have been given when: (a) deliveredby hand; (b) sent by facsimile (with confirmation of receipt); (c) received by the addressee, ifsent by a nationally recognized overnight delivery service or U.S. mail; or (d) received by theaddressee if sent by email; to the addresses, facsimile numbers and/or email addresses setforth below (or to such other addresses, facsimile numbers or email addresses as a partymay designate by notice to the other party from time to time): To COMPANY XYZ: with a copy to: John Doe Executive Vice President, Business Development COMPANY XYZ Corporation Address, City, State, ZIP CODE (XXX) XXX-XXXX To Partner: with a copy to: Jane Doe Executive Vice President, Business Development COMPANY ABC Corporation Address, City, State, ZIP CODE (XXX) XXX-XXXX jane.doe@COMPANYABC.com10.2 Publicity . Any references by one party to the other shall be subject to the priorwritten approval of the party being referenced, in the referenced partys sole discretion. Theparties shall mutually agree on the form, content and timing of any publicity or promotionalcommunications referencing both parties.10.3 Dispute Resolution; Waiver of Jury Trial . The parties shall make goodfaith efforts to resolve any dispute arising under this Agreement within sixty (60) days andshall refrain during that time (except for requests for injunctive relief) from initiating anylitigation or other proceeding relating to such dispute. In any litigation arising under this
  9. 9. Agreement, the parties hereby irrevocably waive any right to a jury trial and consent to a courttrial.10.4 Independent Contractors . The relationship between the parties is that ofindependent contractors. Nothing in this Agreement shall be deemed to create anemployment, partnership, joint venture or agency relationship between the parties.10.5 Assignment . Neither party may assign this Agreement, in whole or In part, whetherby operation of law or otherwise, without the prior written consent of the other party, except inconnection with a merger, reorganization or sale of all or substantially all assets or equityinterests.10.6 Governing Law . This Agreement shall be governed by the laws of the Province ofOntario Canada without reference to its conflicts or choice of laws provisions. Each partyhereby consents to the exclusive jurisdiction of the courts located in________________________.10.7 Waiver . Any waiver by either party of a term or condition of this Agreement in anyinstance shall not be deemed to be a waiver of any subsequent breach thereof, or of anyother provision. All remedies, rights, undertakings, obligations and agreements contained inthis Agreement shall be cumulative, and none of them shall be in limitation of any other.10.8 Severability . If any of the provisions, or part thereof, of this Agreement shall beinvalid or unenforceable under the laws of the applicable jurisdiction, such invalidity orunenforceability shall not invalidate or render unenforceable the entire Agreement but ratherthe entire Agreement shall be construed as if not containing the particular invalid orunenforceable provision or part thereof, and the rights and obligations of the parties shall beconstrued and enforced accordingly.10.9 Entire Agreement . This Agreement (including the attachments and exhibitshereto) represents the complete agreement of the parties, supersedes all prior discussions,communications and agreements between the parties with respect to the subject matterhereof, and cannot be amended or modified except in a writing signed by both parties.IN WITNESS WHEREOF, the parties authorized signatories have duly executed thisAgreement as of the Effective Date:
  10. 10. _______________________________ ____________________________Name: John Doe Name: Jane DoeTitle: Senior Vice President Title: Senior Vice PresidentDate: Date:COMPANY XYZ COMPANY ABC_______________________________ ____________________________Name: John Taylor Name: Jane TaylorTitle: Vice President Title: Vice PresidentDate: Date:Witness WitnessAddress for Notices: Address for Notices:Address: Address:City/State/ZIP: City, State/ZIP:ATTN: ATTN:EXHIBIT AOPPORTUNITY REFERRAL1. Opportunity Referral Payments by COMPANY XYZ . For eachOpportunity referred to COMPANY XYZ by Partner, COMPANY XYZ will pay XX% of First YearNet Revenue for that Opportunity excluding revenues for training, consulting, integration,taxes or any other revenues derived from other professional services labor.
  11. 11. 2. Payments by COMPANY XYZ . COMPANY XYZ will be responsible for billingcustomers of the Partner Service and collecting payment. Payments will be made to Partneron a quarterly basis per Opportunity. The first payment for a given Opportunity will be madeno later than sixty (60) days after the end of the calendar quarter in which a payment isreceived by the referred Customer. Subsequent payments will be made no later than sixty(60) days after the end of each successive three (3) calendar month period provided that theCustomer has paid COMPANY XYZ. COMPANY XYZ will provide a summary report with eachpayment showing how the payment was calculated.3. Tracking of Leads and Opportunities . COMPANY XYZ and Partner willcooperate to develop appropriate processes for tracking lead referrals and ascribing them tothe appropriate party. Partner agrees to make good faith and reasonable efforts to documentall of its referral activity and communicate it promptly to COMPANY XYZ, and to submit allreferred leads using the Lead Registration Form (see Exhibit B)EXHIBIT BLEAD REGISTRATION FORMPurpose: This form is to be used to register a referred lead with COMPANY XYZ’sBusiness Development team.Referral benefits: COMPANY XYZ pays XX% of the first year license revenue for aqualified lead that closes within six months of referral acceptance provided the opportunity
  12. 12. was not previously known to COMPANY XYZ. A qualified lead has is one that has a seriousintent and budget to buy partner services and whose need fits Partners solution.Lead Registration: Please send completed Lead Registration forms to COMPANYXYZ’s Business Development department at partnerleads@COMPANYXYZ.comLead qualification: For a lead to be accepted and approved by COMPANY XYZ,COMPANY XYZ requires completion of the following information:Lead information:Prospect (Company):City/State:Decision Maker:Title:Phone number:Email address:Competitors/incumbent:Decision timeframe:Lead submitted by (Partner):Name: __________________________________Title: ___________________________________Company: _______________________________Telephone number: ________________________Fax number: ______________________________Email address: ____________________________Date submitted: ___________________________Lead approved and accepted by COMPANY XYZ:Signature: ________________________________Name: ___________________________________Title: ____________________________________Date verified: _____________________________Approved by Business Development
  13. 13. Signature: ________________________________Name: ___________________________________Title: ____________________________________Date accepted: _____________________________Date faxed to Partner: _______________________