Partnership Terms of Service

WHEREAS, the Company, is a provider of managed IT services, software development and cyber security services with a nationwide presence; 



WHEREAS, the Company has established a referral partnership (the “referral partnership”) whereby select partners are able to participate by referring leads to the Company and earn compensation for doing so; and

WHEREAS, the Company has invited the Referral Partner to participate in the Company’s referral partnership in accordance with the terms and conditions herein below, and the Referral Partner wishes to accept.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration acknowledged received, it is hereby agreed as follows: 

Referral Partnership

As a participant in the referral partnership, the Referral Partner shall identify and refer to the Company qualified businesses believed by the Referral Partner to be good prospects to become customers of the Company. The Referral Partner shall be solely responsible for informing the Company that a particular prospect has been referred by the Referral Partner, and the Company shall be entitled to verify this with the named prospect. 

Referral Partnership Compensation. 

During the Term of this Agreement, the Company shall pay to the Referral Partner, the Referral Rewards, calculated based on the Annual Contract Value (defined below) of Converted Referrals.

Referral Rewards shall be paid on a per Converted Referral basis in a single lump sum payment within thirty (30) days of the last day of the calendar month during which the Company receives the first payment from a Converted Referral, and shall be paid by wire transfer or via other means as requested by the Referral Partner in writing and approved by the Company.

Definitions.

• “Annual Contract Value” means the total amount payable to the Company by a Converted Referral over the first twelve-month period  pursuant to the service agreements entered into between the Company and that Converted Referral.
• “Referral Rewards” means the percentage of Annual Contract Value payable to the Referral Partner based on the fixed percentage listed in section 4 “Referral Award”.
• “Converted Referrals” means prospects referred to the Company by the Referral Partner which go on to enter into a service agreement with the Company for a contract term of at least one year, and which successfully complete at least one payment to the Company. 

Referral Award

• Referral Rewards shall be an amount equal to ten percent (10%) of the Annual Contract Value. 
• No Refunds. Once paid, Referral Rewards are the property of the Referral Partner and shall not be returned or refunded to the Company for any reason. In the event, the Company’s service contract with a Converted Referral is terminated for any reason prior to completion of a full twelve-month term, the Company shall not request and shall not be entitled to any refund, return or chargeback on the Referral Reward paid to the Referral Partner. This provision shall not apply to any mistaken payment or over-payment or otherwise unearned monies paid to the Referral Partner by the Company for any reason. 

Confidentiality. the Referral Partner agrees (a) to use all non-public information in relation to the Business or otherwise received from the Company only to the extent necessary to enable the Referral Partner to facilitate the performance of this Agreement and to confirm the determination of the Revenue Sharing Percentage and (b) not to disclose or provide any non-public information, including without limitation the existence of and contents of this Agreement, in relation to the Business or otherwise received from the Company to any person or entity without the Company's prior written consent. Ownership of all right, title and interest in any information made available to the Referral Partner by the Company pursuant to this Agreement shall remain at all times with the Company, and nothing in this Agreement shall give to the Referral Partner any right, title or interest in, or license to, any such information.

Term and Termination.  This Agreement shall continue to be in force until the earliest to occur of (i) the date on which the Parties, by mutual written consent, agree to terminate this Agreement; or (ii) in the event of a breach of this Agreement by either Party, upon the delivery by the non-breaching Party to the breaching Party of a Notice of Termination.

Actions Upon Termination. In the event of termination of this Agreement for a reason other than the Referral Partner’s breach of this Agreement, the Company shall remain obligated to pay to the Referral Partner any Referral Reward which became due up to the date of termination. 

Non-Disparagement. During the Term of this Agreement and in perpetuity thereafter, both Parties, on behalf of themselves and their affiliates and representatives agree not to slander, defame, or recklessly or intentionally disparage or harm the reputation of the other Party, the Business, or the affiliates, employees, owners, directors, or consultants of either Party. 

Access to Information. The Company shall keep the Referral Partner informed upon request regarding the total lifetime number of Converted Referrals attributed to Referral Partner.  and shall provide the Referral Partner with such documentation as may be required to confirm the number of Converted Referrals and the calculation and payment of the Referral Rewards.

Tax. Each Party hereto shall be solely responsible for the calculation, reporting and payment of any and all corporate or individual taxes payable by that Party in connection with funds paid or received pursuant to this Agreement. 

No Assignment. The rights and obligations of the Parties pursuant to this Agreement shall not be assignable to any third party except with the written approval of the other party. 

Applicability. This Agreement shall be binding on the successors and permitted assigns of either Party. 

Amendment. This Agreement may only be modified or amended by a writing signed by both Parties. 

Waiver.  The waiver of the breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of the same or other provision hereof. 

Relationship of the Parties. Notwithstanding anything herein, the Referral Partner enters into this Agreement as, and shall continue to be, an independent contractor. Under no circumstances shall the Referral Partner look to the Company as his/her employer, partner, nor agent or principal. No Joint Venture or legal partnership of any kind is formed by this Agreement. The Referral Partner is not granted any authority under this Agreement to bind the Company in any legal agreement or obligation, and shall not make any representation to this effect to any third party. 

Notices.  All notices and other communications under this Agreement will be in writing and will be given by email or personal or courier delivery, or first class mail, certified or registered with return receipt requested, and will be deemed to have been duly given upon receipt if personally delivered or delivered by courier, on the date of transmission if transmitted by email, or three business days after mailing if mailed, to the (email) addresses of the Company and the Referral Partner contained herein, or commonly used by the Parties in the performance of this Agreement. 

Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the Parties.

Equal Parties. This Agreement has been negotiated and prepared by both Parties in mutual cooperation and equals and shall not be interpreted or construed in favor or against either Party. 

Headings. The section headings used in this Agreement are intended for convenience of reference and will not by themselves determine the construction or interpretation of any provision of this Agreement. 

Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the state of California, excluding those laws that direct the application of the laws of another jurisdiction.

Agreement to Arbitrate. Any controversy or claim arising out of or relating to this contract, its performance, or the breach thereof, shall be determined by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules for Expedited Procedure then in effect. Service of the Notice of Arbitration and all other documents shall be affected at the address for each party provided within this Agreement, or electronically at an email address commonly used by a Party in performing this Agreement. The arbitration proceedings shall be heard and decided by a single arbitrator appointed by the AAA. The arbitration shall be conducted via Documents Only submissions, the parties waive all rights to oral arguments. The arbitration shall to the greatest extent possible be conducted remotely, via video conferencing only as required. An award shall be issued within six months from the date the Notice of Arbitration is submitted; the arbitrator shall issue the arbitral award only, without any written opinion on the reasons or causes for the decision. The losing party shall be responsible for payment of all arbitration fees and expenses. The arbitral award shall be final and binding on the parties without recourse. 

Counterparts and Facsimile Signatures.  This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile signature (including signatures in Adobe PDF or similar format). 

Enforcement.  If any portion of this Agreement is determined to be invalid or unenforceable, such portion will be adjusted, rather than voided, to achieve the intent of the parties to the extent possible, and the remainder will be enforced to the maximum extent possible.

Limitation of Liability. In no event will either Party have any liability whatsoever to the other Party for any indirect, special, consequential, incidental or punitive damages, including without limitation loss of anticipated profits or revenue in connection with or arising from anything said, omitted or done hereunder or in performance of this Agreement, provided that the foregoing will not limit a Party’s liability to the other for willful or intentional misconduct or for liability pursuant to the indemnity provisions herein.

Indemnification.  Referral Partner shall indemnify, defend, and hold harmless the Company and its directors, officers, employees, and agents and their respective successors, heirs and assigns (the “Indemnitees”), against any liability, damage, loss, or expense (including reasonable attorney fees and expenses of litigation) incurred by or imposed upon any of the Indemnitees in connection with any claims, suits, actions, demands or judgments arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any Referral Partner act or omission, process, or service that is made, performed, or sold pursuant to this Agreement or enabled by or arising out of the Referral Partner’s performance of this Agreement.

Force Majeure. A Party shall not be considered to be in breach of this Agreement, and shall be excused from performance or liability for damages to any other Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Agreement, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of suppliers of materials, act of public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the operational control of the Party.