Referral Agreement Template by BrittanyGibbons

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									                   Referral Agreement
                                                                                         Appendix A, as may be amended from
Company Name: ______________________
                                                                                         time to time by BeInSync.
Address:_______________________________                                       2.    APPOINTMENT

Country of Incorporation:________________                                           2.1 Reference. Company is hereby authorized
                                                                                        to refer entities or persons (“Prospective
Contact Name:__________________________                                                 End Users”) by providing a hypertext
                                                                                        reference link from its website to
Tel. No.________________________________                                                BeInSync’s website, and to use BeInSync
                                                                                        Trademarks (as defined below) on its
Fax No.________________________________                                                 website in accordance with the provisions
                                                                                        of this Agreement. At BeInSync’s request,
                                                                                        Company will include web announcements
                                                                                        on its website regarding the Products. In
This Referral Agreement (“Agreement”) is made
                                                                                        addition, the parties may agree that
and entered into in Tel Aviv as of [] (“Effective
                                                                                        BeInSync provide a hypertext reference
Date”), by and between BeInSync Ltd.
                                                                                        link from its website to Company’s
(“BeInSync”), an Israeli corporation with a
                                                                                        website, and may use on its website the
principle place of business and mailing address at 23
                                                                                        Company’s trademarks set forth in
Begin Rd. Tel-Aviv 66184, Israel; and [],
                                                                                        Appendix B to this Agreement.
(“Company”) a corporation, organized and existing
under the laws of [Please Insert], with a mailing                                   2.2 Rights to Use Trademarks. During the
address at [Please insert address].                                                     term of this Agreement, Company shall be
                                                                                        authorized by BeInSync to use certain
WHEREAS BeInSync desires to market, promote                                             BeInSync trademarks set forth in
and increase the demand for and sales of its                                            Appendix C to this Agreement
proprietary Products (as defined hereunder); and                                        (“BeInSync Trademarks”) solely in
WHEREAS Company wishes to enter into this                                               connection with the advertisement and
Agreement with BeInSync, whereby Company shall                                          promotion of the Products. Use of any
acquire certain non-exclusive, non-transferable,                                        BeInSync Trademarks by Company will be
non-sublicensable rights to refer Prospective End                                       allowed only in accordance with
Users (defined hereunder) to BeInSync, subject to                                       BeInSync’s trademark policies in effect
the terms and conditions set forth in this Agreement.                                   from time to time. Nothing contained in
NOW, THEREFORE, in consideration of the                                                 this Agreement shall give Licensee any
foregoing premises, undertakings and warranties                                         interest in any of Licensor’s Trademarks.
hereinafter contained, the parties mutually agree as
                                                                                    2.3 Company’s Limitations. Company shall:
follows:
                                                                                        (i) not represent that it possesses any
1.    DEFINITIONS. In this Agreement, the                                               proprietary interest in the Product; (ii) not
      following capitalized terms shall have the                                        register, nor to have registered, any
      following meanings:                                                               trademarks, trade names, or symbols of
      1.1 “End User” - means a person or entity                                         BeInSync (or which are similar to
          that purchases a Product license to use it                                    BeInSync Trademarks); (iii) not register
          for its personal or internal use and                                          any domain name using any of the
          primarily not for resale, redistribution or                                   BeInSync Trademarks without BeInSync’s
          other transfer of such Product to any other                                   prior written consent; and (iv) save for the
          person or entity.                                                             specific purpose contained in Section 2.1,
                                                                                        it shall not use the name, trademarks,
      1.2 “Product(s)” – means BeInSync’s                                               trade-names, and logos of BeInSync in any
          proprietary software products described in                                    manner whatsoever.

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3.    COMPANY      WARRANTIES                               AND                          Notwithstanding the foregoing, in the
      RESPONSIBILITIES                                                                   event this Agreement is terminated by
                                                                                         BeInSync pursuant to Section 8.3
      3.1 Cost of Promotion. All costs relating to
                                                                                         hereunder, Company shall not be entitled
          the reference to BeInSync by Company
                                                                                         to commission beyond the date of such
          shall be borne by Company.
                                                                                         termination by BeInSync.
      3.2 Referral Practices. Company will: (i)
                                                                                         “Net Proceeds” - shall mean the net
          conduct business in a manner that reflects
                                                                                         proceeds actually received and collected
          favorably at all times on the Product and
                                                                                         by BeInSync pursuant to a sale of
          the good name, goodwill and reputation
                                                                                         license/s of the Products to End User; Net
          of BeInSync and the Product; (ii) make no
                                                                                         Proceeds shall exclude: (i) any charges
          false or misleading representation with
                                                                                         and related expenses that per the contract
          respect to the Product; and (iii) not
                                                                                         with the End User are based on actual
          publish or use any misleading or
                                                                                         costs pertaining to the contract such as
          deceptive advertising material.
                                                                                         packaging,         insurance,       travel,
      3.3 Monthly Report. Company shall keep                                             accommodation, export and import taxes,
          full and complete records of the                                               excise taxes, and/or value-added tax as
          identification of each Prospective End                                         applicable; and (ii) any reimbursements or
          User referred to BeInSync. Company                                             refunds to which an End User may be
          shall submit a monthly report to BeInSync                                      entitled to.
          no later than ten (10) days after the end of
                                                                                    4.2 Payment by BeInSync to Company.
          each month in the form specified by
                                                                                        BeInSync shall furnish Company the
          BeInSync, detailing without limitation a
                                                                                        appropriate commissions set forth in
          list of Prospective End Users referred to
                                                                                        Section 4.1 above, once per quarter, thirty
          BeInSync during the relevant month and
                                                                                        (30) days following the end of each
          the exact date of reference. Within
                                                                                        calendar quarter and subject to actual
          fourteen (14) business days from
                                                                                        receipt of payment(s) from the applicable
          receiving the monthly report, BeInSync
                                                                                        End User, subject to the submission of a
          shall provide Company a detailed report
                                                                                        lawful invoice by Company to BeInSync.
          which shall include the Net Proceeds (as
                                                                                        In the event that any accrued commission
          defined hereunder) actually collected by
                                                                                        due to Company, during each quarter is
          BeInSync during the preceding calendar
                                                                                        less than One Hundred USD ($100),
          month from each Prospective End User
                                                                                        payment of such commission shall be
          listed in Company’s monthly report.
                                                                                        deferred to the next following quarter.
4     PAYMENT TERMS
                                                                                    4.3 Taxes. All payments due hereunder shall
      4.1 Reference Commission. During the term                                         include all applicable taxes (including any
          of this Agreement, Company will be                                            withholding taxes and customs duties)
          entitled to a flat percentage detailed in                                     however designated and levied by
          Appendix D commission on the Net                                              applicable state, local, or government
          Proceeds actually collected of all Product                                    agencies. In the event that pursuant to any
          license sales, excluding maintenance fees,                                    law, or regulation tax is required to be
          entered into between BeInSync and                                             withheld at source from any payment to
          Prospective     End     Users,    provided                                    Company, BeInSync shall withhold such
          however, that (i) such Prospective End                                        tax set forth in the certification issued by
          Users have been introduced to the                                             the appropriate taxing authority and
          Products by Company; and (ii) such                                            provided to BeInSync by Company, or in
          introduction has been noted in Company’s                                      the absence of such certification, at the
          monthly report during the 6 month period                                      rate determined by said law or regulation.
          preceding        the      actual      sale;

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5     PROPRIETARY INFORMATION                               AND                     other    party     based      on    Company’s
      NON-DISCLOSURE                                                                misrepresentations relating to BeInSync and/or
                                                                                    the Products.
      5.1 Ownership of The Product. All
          intellectual property rights (including                             7     LIMITED WARRANTY & LIMITATION
          without limitation all patents, copyrights,                               OF LIABILITY
          and trade secrets) in, evidenced by,
                                                                                     7.1 Warranty   Disclaimer. BEINSYNC
          embodied, attached, connected, or related
                                                                                         MAKES NO WARRANTIES, EXPRESS
          to the Product and the BeInSync
                                                                                         OR IMPLIED, RELATING TO THE
          Trademarks are and shall be owned solely
                                                                                         PRODUCTS. BEINSYNC DISCLAIMS
          by BeInSync. Company acknowledges that
                                                                                         AND EXCLUDES THE IMPLIED
          Company has not, does not, and shall not
                                                                                         WARRANTIES          OF     NON-
          acquire any rights with respect to the
                                                                                         INFRINGEMENT,
          Product.
                                                                                         MERCHANTABILITY          AND/OR
      5.2 Confidential Information. Company                                              FITNESS FOR A PARTICULAR
          acknowledges that, from time to time, it                                       PURPOSE. COMPANY SHALL MAKE
          may be exposed to certain information                                          NO WARRANTY, EXPRESS OR
          concerning BeInSync, the Product, and                                          IMPLIED, ON BEHALF OF BEINSYNC.
          proposed new versions of the Product and
                                                                                     7.2 Exclusion of Consequential Damages.
          the terms of this Agreement, that are
                                                                                         EITHER PARTY SHALL NOT BE
          BeInSync’s confidential and proprietary
                                                                                         LIABLE TO THE OTHER PARTY, THE
          information and that are not generally
                                                                                         END USERS OF THE PRODUCTS, OR
          known to the public (”Confidential
                                                                                         ANY THIRD PARTIES FOR INDIRECT,
          Information”). Company agrees that it
                                                                                         SPECIAL     OR    CONSEQUENTIAL
          will take appropriate steps to protect such
                                                                                         DAMAGES, EVEN IF SUCH PARTY IS
          Confidential        Information          from
                                                                                         ADVISED OF OR SHOULD HAVE
          unauthorized disclosure, that it will not
                                                                                         BEEN AWARE OF THE POSSIBILITY
          disclose such Confidential Information to
                                                                                         OF SUCH DAMAGES.
          any third party, and that it will not use any
          Confidential Information (other than as                                    7.3 Limitation of Liability. IN THE EVENT
          authorized by this Agreement) without the                                      THAT, NOTWITHSTANDING THE
          prior written consent of BeInSync.                                             TERMS OF THIS AGREEMENT,
          Company’s obligations with respect to                                          BEINSYNC IS FOUND LIABLE FOR
          Confidential Information shall continue for                                    DAMAGES OF ANY KIND OR BASED
          five (5) years from the date of termination                                    ON ANY THEORY OF LIABILITY
          of this Agreement. Company will only                                           (INCLUDING        LIABILITY       FOR
          disclose such Confidential Information to                                      NEGLIGENCE) CONNECTED AND/OR
          its employees who have a need to know                                          RELATED TO THE PRODUCTS,
          such information and acknowledges that it                                      BEINSYNC’S TOTAL LIABILITY FOR
          shall be solely responsible to ensure that                                     SUCH DAMAGES SHALL NOT
          all of its employees and agents abide by                                       EXCEED THE PAYMENTS MADE BY
          their duties of confidentiality as set forth                                   BEINSYNC TO COMPANY UNDER
          herein.                                                                        THIS AGREEMENT.

6    INDEMNIFICATION                                                          8     TERM   AND           TERMINATION            OF
                                                                                    AGREEMENT
     Company will defend and indemnify BeInSync
     against and hold BeInSync harmless from, any                                    8.1 Term. This Agreement shall come into
     and all claims, damages, and expenses                                               force upon the Effective Date, and
     (including reasonable attorneys’ fees and costs                                     continue thereafter for one (1) year
     of litigation) brought against BeInSync by any                                      (“Initial Term”). At the end of the Initial

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            Term, and at the end of each renewal term                                    or conflict of law provision, and any action
            thereafter,    this     Agreement       shall                                arising out of or in any way connected
            automatically renew for an additional one                                    with this Agreement shall be brought
            (1) year term (“Renewal Term”), unless                                       exclusively before the courts of Tel Aviv,
            earlier terminated as set forth sbelow.                                      Israel.
      8.2 Termination Without Cause. BeInSync                                       9.3 Relationship of the Parties. Each party is
          or Company may terminate this Agreement                                       acting as an independent contractor and
          at will, at any time, with or without cause,                                  not as an agent, partner, or joint venturer
          by giving the other party a thirty (30) day                                   of the other party for any purpose.
          prior written notice.                                                         Nothing contained herein shall be deemed
                                                                                        to create any relationship between the
      8.3 Termination for Cause. In the event that
                                                                                        parties other than that of principal and
          either party is in breach of any term of this
                                                                                        independent contractor.
          Agreement, the non-breaching party may
          terminate this Agreement by furnishing the                                9.4 Survival.       Notwithstanding        any
          breaching party a fifteen (15) day prior                                      termination of this Agreement, Sections
          written notice; provided however, that the                                    2.3 (Company’s Limitations), 4 (Payment
          breaching party failed to remedy the                                          Terms - but only to the extent the
          breach within the foregoing fifteen (15)                                      Agreement is not terminated by BeInSync
          day notice.                                                                   pursuant to Section 8.3 hereunder), 5
                                                                                        (Proprietary        Information        and
      8.4 Consequences. Upon termination of this
                                                                                        Nondisclosure), 6 (Indemnification), 7
          Agreement Company shall: (i) cease all
                                                                                        (Disclaimer of Warranty & Limitation of
          display, advertising, and use of all
                                                                                        Liability), 8.4 (Consequences) and 9
          BeInSync Trademarks and will not
                                                                                        (General Provisions) shall survive and
          thereafter use, advertise, or display any
                                                                                        continue to be in effect in accordance with
          such names, trademarks, logos, or
                                                                                        their terms.
          designations; and (ii) promptly return to
          BeInSync, at Company’s expense, all                                       9.5 All Amendments in Writing. No
          plans, business and marketing information,                                    supplement, modification, or amendment
          End User information, drawings and other                                      of this Agreement shall be binding, unless
          tangible property representing BeInSync’s                                     executed in writing by a duly authorized
          Confidential       Information       and/or                                   representative of each party to this
          intellectual property rights and all copies                                   Agreement.
          thereof; (iii) erase/delete any such
                                                                                    9.6 Entire Agreement. The parties have read
          Confidential Information held by it in
                                                                                        this Agreement and agree to be bound by
          electronic form.
                                                                                        its terms, and further agree that it
9    GENERAL PROVISIONS                                                                 constitutes the complete and entire
                                                                                        agreement of the parties and supersedes
      9.1 Assignment. This Agreement, or any part
                                                                                        all previous communications, oral or
          thereof may not be assigned or
                                                                                        written, between them relating to the
          subcontracted by Company or by
                                                                                        subject matter hereof. No representations
          operation of law to any third party
                                                                                        or statements of any kind made by either
          whatsoever without the express written
                                                                                        party that are not expressly stated herein
          approval of BeInSync.
                                                                                        shall be binding on such party.
      9.2 Governing Law And Jurisdiction. This
          Agreement shall be governed by, and                                       IN WITNESS WHEREOF, the parties have
          construed and interpreted only in                                         executed this Agreement as of the date first
          accordance with the laws of the State of                                  written above.
          Israel, without giving effect to any choice
                                                                                    BeInSync Ltd.:           [Company]
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     By: _____________                By: ______________                            Its: _____________   Its: ______________




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                                                               APPENDIX A

                                                           BeInSync Products


                                                               BeInSync Pro




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                                                               APPENDIX B

                                Company’s Trademarks [May be removed if not applicable]




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                                                               APPENDIX C

                                                        BeInSync’s Trademarks

BeInSync™




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                                                               APPENDIX D

                                                              Payment Terms

1.   Company shall be entitled to 20% of BeInSync’s Net Proceeds, as set forth in the
     Agreement. As a partner you may also choose to purchase a bulk of licenses for the
     following price: 5 licenses for $275, 10 licenses for $500. Terms subject to change. Please
     refer to the Partners section on www.beinsync.com (user: partner, password: bisPartner) for
     updated prices.

2.   Payment to Company will be made to Company’s account at [Please fill in the information
     below]:
                 _______________________
                      _______________________
                      _______________________
                      _______________________
                      _______________________
                      _______________________

3.   BeInSync’s contact for accounting:
                 Dan Hod
                 VP Business Development
                 US Number +1-646-5465030 ext 616
                 Mobile: +972-54-5224154
                 Office: +972-3-5606188 ext 616
                 Fax: +972-3-5606345
                 E-Mail: dan.hod@beinsync.com


4.   Company’s contact for accounting [Please fill in the information below]:
                _______________________
                      _______________________
                      _______________________
                      _______________________
                      _______________________
                      _______________________




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