THIS REFERRAL AGREEMENT is entered into on (Day) (Month),
(1) (Finance Lender) whose principal place of business is at Street Address Address Line 2 City State Zip, (the "Lending Agent")(2) XXX Company whose principal place of business is at 123 Street New South Wales, Sydney, Australia, 2019 (the "Referrer")
The Referrer may from time to time refer potential customers to the Finance Lender for a referral fee.
It is agreed as follows:
"Finance" means Business Acquisitions Finance or associated property finance to be raised by the Lending Agent for the customer;
"Value of Service" means in relation to any Services, the fees charged by the Finance Lender to the customer, less:
a. any sales tax, turnover tax, value-added tax, or other tax payable thereon;b. any expenses or out-of-pocket disbursements.
whether or not such items are separately invoiced;
2. Referral Term
For a period of 36 months after the date hereof (the "Term"), or as subsequently extended by the finance lender and the Referrer in writing, the Seller engages the Referrer to source independent third party customers who are seeking finance for business acquisitions, and the Referrer accepts the Finance Lender’s engagement.
3. Referral Fee
3.1 The referral fee shall be calculated as an agreed-upon percentage of the net value of finance raised by the Finance Lender as a direct result of a referral. The net value shall exclude value-added tax, postage, and packaging, insurance, refunds, and payments not honored by a financial institution.
3.2 Upon reconciliation of referral fees due, the Referrer shall issue an invoice to the Seller and payment shall be effected within thirty (30) days of submission of said invoice.
3.3 Any payment of Referral Fee to Referrer shall be made by Seller within 30 business days after the date of receipt of Invoice.
4. Responsibilities of the Parties
4.1 Referrer agrees to use its existing connections and channels to secure business for Finance Lender. Referrer may describe itself as having good personal connections with the finance lender.
4.2 Referrer may disclose, in general terms, information concerning the finance lender to the customer and potential customers but only so far as is necessary in good faith to promote the Services.
4.3 Referrer may use the Trademark and such of the Finance Lenders other know how, trade names, (the "Rights") for the purpose of promoting the Finance Lenders services. Any such use shall be in accordance with the Finance Lenders policies.
4.4 Finance Lender shall have the sole responsibility of performing / selling any agreed Services for the customer. Such agreement will be entered into directly between Finance Lender and the customer.
4.5 Finance Lender shall comply with, and give all notices required by, any statute, any statutory instrument, rule or order or any regulation or by laws applicable to the Services.
4.6 Placement of advertisements and referral methods for the Finance Lender are at the sole discretion of the Referrer.
5.1 Referrer shall treat as confidential all information which the Finance Lender 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 Finance Lender:
(a) exploit any part of the Confidential Information save as is reasonably necessary to enable it to sell the services
(b) disclose any part of the Confidential Information other than to its employees or customers (or potential customers) 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; andsuch person owes an express duty of confidence to Referrer, which Referrer shall enforce.5.2 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 services.
5.3 The Rights, the Confidential Information and all proprietary and intellectual property rights in the Services shall belong to the Finance Lender.
5.4 The Referrer may do follow-up inquiries with its referred customers to confirm their decision to proceed and to gather feedback about their experience with the Finance Lender’s services as supplied.
5.5 The provisions of this clause 5 shall remain in force after the termination of this Agreement for any reason.
6.1 The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this referral agreement and at no time may the Referrer position itself as affiliated to the Seller, except as an independent referrer. In view of this independent relationship the Referrer shall not enter into any agreements on behalf of the Finance Lender, shall make no warranty either expressed or implied on behalf of the Finance Lender and shall not incur any expenses on behalf of the Finance Lender.
6.2 All notices which are required to be given hereunder shall be in writing and shall be sent to the email address of the recipient set out in this Agreement. Each party shall promptly notify any change of address to the others in writing. Any notice sent shall be deemed to have been received 3 days after sending, and any notice given in any other manner shall be deemed to have been received at the time when in the ordinary course it would have been received.
6.3 No waiver of any rights arising under this Agreement shall be effective unless in writing and signed by a duly authorized signatory of the party against whom the waiver is to be enforced. No failure or delay by either party in exercising any right, power or remedy under this Agreement (except as expressly provided herein) shall operate as a waiver of any such right, power or remedy.
6.4 If any provision of this Agreement should become illegal or void for any reason, the validity of the remaining provisions shall not be affected and the parties shall enter into negotiations in good faith to find a replacement for the provision which is of similar economic effect.
6.5 No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed by a duly authorized signatory of each of the parties.
6.6 This Agreement sets out the entire agreement and understanding between the parties with respect to the subject matter hereof. This Agreement supersedes all previous agreements, arrangements and understandings between the parties with respect to the subject of this Agreement, which shall cease to have any further force or effect. It is agreed that:
a. neither party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other party which is not expressly set out or referred to in this Agreement, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law;b. no claim or remedy under this Agreement in respect of misrepresentation (whether negligent or otherwise, and whether made prior to, and/or in, this Agreement) or untrue statement made by the other party;c. this clause shall not exclude any liability for fraudulent misrepresentation.
7.1 Either party shall be entitled forthwith to terminate this Agreement by written notice to the other if:
a. that other party commits any breach of any of the provisions of this Agreement and, in the case of a breach capable of remedy, fails to remedy the same within 10 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;b. an encumbrance takes possession or a receiver is appointed over any of the property or assets of that other party;c. that other party makes any voluntary arrangement with its creditors or becomes subject to an administration order;d. that other party goes into liquidation (except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);e. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party;f. that other party ceases, or threatens to cease, to carry on business; org. one party giving the other party thirty (30) days prior written notice.
7.2 For the purposes of clause 7.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
7.3 Any waiver by either party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof.
7.4 The rights to terminate this Agreement given by this clause shall be without prejudice to any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
8. Consequences of Termination
Upon the termination of this Agreement for any reason:
a. Referrer shall cease to promote, market, advertise or solicit customers for the goods or services;b. the provisions of clause 6 shall continue in force in accordance with its terms;c. Referrer shall have no claim against the Finance Lender for compensation for loss of rights, loss of goodwill or any similar loss (except unpaid referral fee);d. All outstanding referral fees due to the Referrer at that time shall be settled in full within fourteen (14) days;e. subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.
9. No Rights under Contracts for Third Parties
A person who is not a party to this Agreement shall have no right under any law to enforce any of its terms.
10. Law and Jurisdiction
The parties shall use all reasonable endeavors to resolve any dispute amicably and in good faith.
This document is governed by and are to be construed in accordance with the laws of The United States of America and local laws of said parties.
This document is governed by and are to be construed in accordance with the laws of Country and local laws of said parties.Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Country and local laws of the said parties (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.
11.Notices and service
11.1 Any notice so served by hand, e-mail or post shall be deemed to have been duly given:
a. in the case of delivery by hand, when delivered;b. in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the time of receipt ;c. in the case of prepaid recorded delivery, special delivery or registered post, at 10am on the second Business Day following the date of posting
provided that in each case where delivery by hand or by e-mail occurs after 5pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the next following Business Day. References to time in this clause are to local time in the country of the addressee.
11.2 The addresses of the parties for the purpose of clause 11.1 are as follows:
Finance Lender(Finance Lender) as representative of Company Address: Street Address Address Line City State Zip Email: Email address For the attention of: (Finance Lender)
ReferrerReferrer Name as representative of XXX CompanyAddress: 123 Street New South Wales Australia2019 Email: firstname.lastname@example.orgFor the attention of: Referrer Name
As witness this Agreement has been signed by the duly authorized representatives of the Parties the day and year first before written.
SIGNED byfor and on behalf of (Finance Lender) Signature
SIGNED byfor and on behalf of XXX Company Signature