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all categoriesFeaturedRecentPeopleAuthorsStudentsResearchersPublishersGovernment & NonprofitsBusinessesMusiciansArtists & DesignersTeachers+ all categoriesMost FollowedPopularkikijub AccountHomeMy DocumentsMy CollectionsMy ShelfView Public ProfileMessagesNotificationsSettingsHelpLog Out 1First Page Previous Page Next Page / 8Sections not available Zoom Out Zoom In Fullscreen Exit FullscreenSelect View Mode View ModeSlideshowScroll Readcast Add a Comment Embed & Share Reading should be social! Post a message on your social networks to let others know what you're reading. Select the sites below and start sharing.Link accountLink accountReadcast this DocumentReadcast Complete!Click 'send' to Readcast!edit preferencesSet your preferences for next time...Choose 'auto' to readcast without being prompted.kikijubLink accountLink accountAdvancedCancel Add a CommentSubmitCharacters: 400 Share & EmbedAdd to Collections Download this Document for FreeAuto-hide: on REFERRAL AND SERVICES AGREEMENTTHIS REFERRAL AND SERVICES AGREEMENT (the "Agreement") is made and enteredinto this day of 2010, (the Effective Date) by and between [Referring Party],with its principal office located at ___________________ ([Referring Party]) with its principaloffice located at (Referring Party).1.Appointment. [Referral Recipient] hereby appoints [Referring Party] on a non-exclusive basis, to refer customers to attend one or more conference events or to otherwise acquire amembership in [Referral Recipient] (collectively the Services).2.Independent Contractor. [Referring Party]s appointment hereunder is as an independentcontractor and not a partner or employee of [Referral Recipient]. This limited appointment shallnot create a joint venture, franchise, or partnership or agency relationship at law.3.Relationship of Parties. Each party acknowledges that it has separate responsibility for all applicable federal, provincial and local taxes for itself and any of its employees, and each party agrees to indemnify and hold the other harmless from any claim or liability therefore. Neither party is authorized to make any promise, warranty or representation on the other party s behalf with respect to the Services or to any other matter, except as expressly authorized inwriting by the other party.4. Responsibilities of [Referring Party]a.[Referring Party] shall use reasonable efforts to promote and sell the Service. Inreferring potential customers hereunder, [Referring Party] shall complete the Referral Form asspecified in Exhibit B, attached hereto (Referral Form). Under no circumstances shall[Referring Party] be entitled to receive commissions for any referral that is not made via theReferral Form (or such other referral process as the parties may agree in writing). b.[Referring Party] agrees that any advertising or marketing campaigns, including, but not limited to, telemarketing, e-mail, radio, television or print advertising, for the Services,will be jointly developed by the parties.c.[Referring Party] will work with [Referral Recipient] to develop and implementthe joint marketing and

awareness campaigns set forth in Exhibit C and any other services thatthe parties set forth in Exhibit C (as amended from time to time by mutual agreement).5.Responsibilities of [Referral Recipient].a.IC will determine in its reasonable discretion, within five (5) business days,whether the customer identified in a request for Service submitted via the Referral Form has been either (i) previously referred to [Referral Recipient] by a person other than [ReferringParty]; or (ii) has otherwise been contacted by [Referral Recipient] directly during the ninety(90) day period preceding [Referring Party]s referral.1 b.Following its receipt of a referral for one or more Services via the Referral Form,[Referral Recipient] will determine and notify [Referring Party] if the referred customer agreedto purchase one or more Service(s).c. IC will work with [Referring Party] to develop and implement the joint marketingand awareness campaigns set forth in Exhibit C.6.Commissions; Reporting.a.During the term of this Agreement and subject to the terms and conditions herein,[Referral Recipient] shall pay to [Referring Party] commissions (Commissions) in accordancewith the terms and conditions specified in Exhibit A. b.During the term of this Agreement, [Referral Recipient] shall provide [ReferringParty] with a quarterly report identifying Service Revenues for customers referred hereunder.Such report shall be treated as strictly confidential information of [Referral Recipient], inaccordance with the confidentiality provisions under Section 8, hereof.7. Trademarks and Service Marks. [Referral Recipient] hereby licenses [Referring Party] touse the name Investors Circle, the [Referral Recipient] service marks, and any trademark or service mark now or hereafter owned by or authorized to [Referral Recipient] or any affiliatethereof (the IC Marks") that are used in conjunction with the Service(s) in connection withefforts to promote and refer Customers to the Service(s) including on the [Referring Party]website, in presentations, and other general promotional uses consistent with the joint marketingactivities set forth in Exhibit C. Notwithstanding the foregoing, [Referring Party] agrees that alluse of the [Referral Recipient] Marks shall be in a form, format and otherwise comply with anyother usage guidelines provided by [Referral Recipient].8.Confidentiality.a.Confidential Information shall mean all business and technical information of a party that is non-public, confidential or proprietary. Confidential Information may be written,oral, expressed in electronic media or otherwise disclosed, and may be tangible or intangible.Each party to this Agreement will hold in confidence and not disclose to others any ConfidentialInformation of the other party without the prior written consent of a duly authorizedrepresentative of the disclosing party. Confidential Information disclosed under this Agreementwill be used only by the receiving party to perform its obligations hereunder. b.The obligations of confidentiality contained in this Section shall not apply to anyinformation that: (a) was already known to the receiving party, other than under any obligation of confidentiality, at the time of disclosure by the other party; (b) was or becomes generallyavailable to the public or otherwise part of the public domain other than through any act or omission of the receiving party in breach of this Agreement; (c) was disclosed to the receiving party, other than under an obligation of confidentiality, by a third party who had no obligation tothe other party not to disclose such information to others; (d) is independently developed by thereceiving party; or (e) is required to be disclosed under operation of law or governmental2 process. In the event either party is required to disclose the others Confidential Informationunder operation of law or government process, such party shall provide the disclosing party withreasonable advance notice prior to such disclosure.9.Term, Termination, Effect of Termination.a.This Agreement shall be

effective as of the Effective Date and, unless sooner terminated in accordance with its terms, shall continue for a period of twelve (12) months(Initial Term). Unless and until either party provides written notice of its intent not to renew atleast thirty (30) days prior to the expiration of the Term, this Agreement shall continue thereafter on a month-to-month basis. b.Either party may, at its election, terminate this Agreement if material breach bythe other party occurs, and such material breach continues uncured for a period of thirty (30)days after written notice from the non-breaching party.c.Either party may terminate this Agreement if the other party becomes insolvent or makes an assignment for the benefit of its creditors, or if a committee of creditors or other representative is appointed to represent its business, or if a voluntary or involuntary petitionunder any section of a bankruptcy or similar act shall be filed by or against the other party andsuch party fails to discharge the petition or to obtain dismissal of the petition within thirty (30)days following the appointment of such committee or representative.10.Indemnification. Each party (Indemnitor) shall indemnify, defend and hold the other party (Indemnitee) and its parents, affiliates and subsidiaries, and its and their directors,officers, employees, and agents harmless against any liability for any claims, actions, causes of actions or demands against Indemnitee arising out of (i) the conduct of Indemnitors business,including without limitation, to the extent of any claims which arise with respect to any disputes between potential customer(s) and the Indemnitor; and (ii) Indemnitors breach or violation of any representation, warranty, covenant of this Agreement or the confidentiality provisions.11. Limitation of Liability. EXCEPT WITH RESPECT TO INDEMNIFICATION ANDCONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL,CONSEQUENTIAL, OR OTHER SPECIAL DAMAGES TO THE OTHER PARTYINCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR GOODWILL,HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THEPOSSIBILITY THEREOF. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANYFAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.12.Representations and Warranties. Each party represents and warrants that:a.the execution, delivery and/or performance of this Agreement will not conflictwith or result in any breach of any provision of the charter, by-laws or other governinginstruments of such party or any agreement, contract or legally binding commitment or arrangement to which such party is bound;3 b.it is not subject to any limitation or restriction (including, without limitation, non-competition, and confidentiality arrangements) that would prohibit, restrict or impede the performance of such Partys obligations under this Agreement;c.it will comply with all laws, rules and regulations applicable to its business andthe performance of its duties hereunder; andd.it owns all right, title and interest (or otherwise has sufficient rights) in andto its trademarks and service marks and other intellectual property used in connection with the performance of its obligations hereunder.13.Miscellaneous.a.This Agreement shall be interpreted under and governed by the laws of Colorado,without regard to conflict of laws principles. b.The rights of [Referral Recipient] and [Referring Party] hereunder are cumulative,and no exercise or enforcement by either party hereto of any right or remedy hereunder shall preclude the exercise or enforcement by such party of any right or remedy hereunder or any rightor remedy to which it is entitled by law.c.Neither [Referral Recipient] nor [Referring

Party] shall be liable for loss or damage or be deemed to be in breach of this Agreement if its failure to perform its obligationsresults from acts of God, fires, strikes, embargoes, war, insurrection, riot, and other causes beyond the reasonable control of the party. Any delay resulting from any of said causes shallextend performance accordingly or excuse performance, in whole or in part, as may bereasonable.d.The exhibits and schedules to this Agreement are a part of this Agreement, whichconstitutes the entire agreement of the parties regarding the subject matter hereof, whether oralor written, are superseded by this Agreement.e.Neither party may assign or otherwise transfer this Agreement (including bymerger or operation of law) without the prior written approval of the other party, which consentshall not be unreasonably withheld. Subject to the foregoing, this Agreement shall be bindingupon the parties hereto and their respective successors and assigns.f.The following provisions shall survive the expiration and termination of thisAgreement: Sections 6, 7, 8, 9, 10 and 11, and such other sections, schedules or exhibits hereto,that by their terms, may reasonably be expected to survive such expiration or termination.g.This Agreement may not be modified or amended except by a written instrumentexecuted by both parties.4 h.All notices required to be given under this Agreement must be given in writingand delivered either by hand delivery, by certified mail, return receipt requested, postage pre- paid, or by Federal Express or other recognized overnight delivery service, all delivery charges pre-paid, and addressed:If to [Referral Recipient]:Attention: [Name]If to [Referring Party]:Attention: [Name]IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their dulyauthorized representatives as of the date first above written. [Referral Recipient]Signature: ___________________________ Print: _______________________________ Title: _______________________________ Date: _______________________________ [Referring Party]Signature: ___________________________ Print: _______________________________ Company: ___________________________ Title: _______________________________ Date: _______________________________ 5 Referral Agreement Download this Document for FreePrintMobileCollectionsReport DocumentReport this document?Please tell us reason(s) for reporting this document Spam or junk Porn adult content Hateful or offensiveIf you are the copyright owner of this document and want to report it, please follow these directions to submit a copyright infringement notice.Report Cancel This is a private document. Info and Rating Reads:3,429Uploaded:06/07/2010Category:Business/Law>TechnologyRated:Copyright:At tribution Non-commercialA very simple business referral agreement in which one party refers a prospect to another and gets a success fee if the prospect becomes a client. marketingsalesreferral agreementmarketingsalesreferral agreement(fewer) Kendall ThiessenShare & Embed Related Documents PreviousNext p. p. p. p. p. p. p. p.

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