Sample Referral Agreement

PLEASE READ THIS CAREFULLY. BY SIGNING BELOW, YOU ARE AGREEING TO THE
FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR
PARTICIPATION IN THE COMPANY NAME REFERRAL PROGRAM (THE "PROGRAM").

THIS AGREEMENT (the “Agreement”) is made between COMPANY NAME, Inc., a California
corporation (“COMPANY NAME”) and the person that submits a lead registration form via
email or the COMPANY NAME website at _________(“Partner”). This Agreement shall be
effective on the date Partner first submits a lead registration form (the “Effective Date”).
Background

COMPANY NAME develops, markets, and supports mobile applications and content
management systems specifically for cities, tourism districts, elected officials, events,
attractions, non-profits and business districts. Partner is an independent business in contact
with potential COMPANY NAME clients. COMPANY NAME seeks to expand the use of its
applications through referrals of Leads from Partners. To induce Partners to refer their
present and past clients to COMPANY NAME, COMPANY NAME will pay a _______% Referral
Fee to Partner for each Compensable Referral.

TERMS AND CONDITIONS

1. Definitions.

"Actively Participate" means a Partner’s active engagement in the introduction of a Lead to

COMPANY NAME through an in-person meeting, joint sales call, email or telephone
introduction, and shall include Partner’s continued support of COMPANY NAME throughout
the sales process.
“Compensable Referral” means a Qualified Referral that executes a Purchase Agreement
within six (6) months after lead registration.
“Lead” means a prospective customer for the Purchase referred to COMPANY NAME by a
Partner, who has Material Contact with such prospective customer, and registered with
COMPANY NAME by means of a Lead Registration Form in accordance with the terms of this
Agreement.

“Material Contact” with a prospective customer means: working with; supervising dealings
with; obtaining information from; performing any action or service resulting in payment
from; or taking any other action which advances or is intended to advance the business
relationship between the Partner and such prospective customer.

“Qualified Referral” means a Lead that at the time of Registration, (a) is not in COMPANY
NAME’s CRM database, or (b) is in COMPANY NAME’s CRM database, but is not actively being
pursued by COMPANY NAME. The foregoing notwithstanding, any Lead may be designated
by COMPANY NAME as a Qualified Referral, subject to a reduced Referral Fee as may be
mutually agreed to by Partner and COMPANY NAME. COMPANY NAME shall have complete
and final authority, and sole discretion, to determine if a Lead is a Qualified Referral.
“Referral Date” has the meaning ascribed to such term in Section 2(c) hereof.
“Referral Fee” means an amount equal to _______% of the net revenue from the initial
application license and development fee charged by COMPANY NAME under a client
Purchase Agreement within six (6) months of the Referral Date. Net revenue is the actual
fee charged for the application and first year license fee minus any directly related pre-sales
travel cost incurred by COMPANY NAME.
2. Program Description and Rules.
(a) Partner can participate in this Program, only by accepting the terms of this Agreement,
evidenced by execution and delivery of this Agreement to COMPANY NAME, and by
submitting a Lead Registration Form to COMPANY NAME via the COMPANY NAME website at
www.COMPANY NAME.com.

COMPANY NAME Referral Agreement v tt.02.11 Page 1 of 4

(b) Leads are registered with COMPANY NAME only by completing the online Lead
Registration Form and submitting it to COMPANY NAME. A Lead Registration Form must be
completed for a specific sales opportunity. For example, if a company has multiple divisions
or locations and a Partner is working within the company, the Lead Registration Form may
only be completed for a specific and identifiable sales opportunity.
(c) COMPANY NAME will have ten (10) business days from Receipt to review each Lead
Registration Form to determine if the Lead named therein is a Qualified Referral. The date a
Lead registration is accepted by COMPANY NAME is the “Referral Date”. Any Lead
Registration Form can be rejected if COMPANY NAME is actively working the Lead as
indicated by COMPANY NAME’s CRM system or for any other reason. COMPANY NAME is not
required but may inform Partner within ten (10) business days of receipt of Lead
Registration Form whether or not the Lead is a Qualified Referral.
(d) Partner will Actively Participate in support of COMPANY NAME throughout the sales
process.
(e) COMPANY NAME will provide periodic status updates regarding Leads and Qualified
Referrals.
(f) Only one Referral Fee shall be paid per Qualified Referral. Referral Fees shall not be
combined to increase the payout to Partner.
(g) Referral Fees are paid within 30 days after COMPANY NAME receives a payment from a
Compensable Referral pursuant to a client Purchase Agreement.

(h) COMPANY NAME shall have complete and final authority, and sole discretion, to
administer and interpret the Program.

3. Other Rules.
(a) COMPANY NAME may modify the Lead Registration Form from time to time without
notice.

(b) COMPANY NAME reserves the right in its discretion to make any changes in the Purchase
and Purchase Agreements, including pricing, and to refuse to enter into a Purchase
Agreement with any Lead for lack of creditworthiness or for any other reason in its sole
discretion.
(c) Each party understands this Agreement is nonexclusive. Without limiting the generality
of the foregoing, Partner acknowledges that nothing in this Agreement shall prevent or limit
COMPANY NAME from marketing and selling its services, in whole or in part, directly or
indirectly, to any Leads or from appointing representatives, resellers, distributors and other
marketing agents, without liability to Partner.
(d) This Agreement is effective as of the Effective Date and will remain in effect for twelve
(12) months after the Effective Date, unless extended by COMPANY NAME upon written
notice to Partner.
(e) This Agreement may be terminated by Partner upon thirty (30) days written notice.
(f) If any provision of this Agreement is found to be unenforceable or invalid, that provision
will be limited or eliminated to the minimum extent necessary so that this Agreement will
otherwise remain in full force and effect and enforceable.
(g) This Agreement is not assignable, transferable or sublicensable by Partner without
COMPANY NAME’s prior written consent.
(h) This Agreement will be governed by and construed in accordance with the internal laws
of the State of California without regard to the choice of law or conflict of law provisions
thereof.
(i) Any claim or controversy arising out of or relating to this Agreement will be determined by
binding arbitration before a single arbitrator, at _________________________, California,
according to their rules in effect at the time. Each party involved in an arbitration proceeding in
accordance with this section will pay its own attorneys’ fees, costs and expenses. The parties to
this Agreement: (a) consent to the jurisdiction in California, and consent to venue in Orange
County, California, and (b) agree to waive any claims/defense that claim has been brought in
an inconvenient forum. Any cause of action arising out of or related to this Agreement must
commence within one (1) year after the cause of action arose; otherwise, such cause of
action is permanently barred.
(j) Prevailing party in an action arising under this Agreement is entitled to recover its
attorney’s fees and costs.

(k) Both parties agree that this Agreement is the complete and exclusive statement of the
mutual understanding and agreement of the parties with respect to the subject matter of
this Agreement and supersedes and cancels all previous written and oral agreements,
communications and other understandings relating to the subject matter of this Agreement.

(l) No agency, partnership, joint venture, or employment is created as a result of this

Agreement and Partner has no authority of any kind to bind COMPANY NAME in any respect
whatsoever.
(m) All notices under this Service Agreement will be in writing and will be deemed to have
been duly given when received, if personally delivered; when receipt is electronically
confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day
delivery by recognized overnight delivery service; and upon receipt, if sent by certified or
registered mail, return receipt requested.

PARTNER:

Name Title Date

Address City State Zip

Signature

COMPANY NAME

Name Title Date

Address City State Zip

Signature

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