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Finder's Fee Referral Agreement

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Finder's Fee Referral Agreement Powered By Docstoc
					This is an agreement between a client and a referral agent. This agreement provides
that the referral agent will use his or her best efforts to endorse the client’s business and
will refer any and all potential customers to the client. In return, the referral agent will
receive a percentage of the net value of goods or services sold by the client as a direct
result of the referral. This document is ideal for small businesses or other entities that
want to use a referral agent to increase business or customers.
                        FINDERS FEE REFERRAL AGREEMENT

THIS FINDERS FEE REFERRAL AGREEMENT (the “Agreement”), made this _____ day
of ______________, 2____, [Instruction: insert date] by and between _________________
[Instruction: insert enter agent’s name] (the “Referral Agent”) and _____________
[Instruction: insert client’s name] (the “Client”).

                                         RECITALS

WHEREAS, the Referral Agent is in the business of providing referral services for the purpose
of _________________________ [Instruction: insert summary description of referral
services provided by agent] to its clients; and

WHEREAS, the Referral Agent is desirous to provide referral services to the Client; and

WHEREAS, the Client is desirous to obtain the referral services of the Referral Agent pursuant
to the terms and the conditions contained herein.

NOW THEREFORE, in consideration of the mutual promises made herein, the parties agree as
follows:

1. REFERRAL AGENT AND APPOINTMENT

     1.1   The Client hereby appoints the Referral Agent as an authorized Referral Agent for
           purposes of forwarding and referring to the Client potential _________________
           [Instruction: insert description of types of leads being referred – e.g.,
           “employees” or “subscribers” or “customers”] for ___________________
           [Instruction: insert the purpose of the referral].

     1.2   The Referral Agent shall not have any authority whatsoever, without the prior
           written consent of the Client, to bind the Client to any contract, representation,
           understanding, act or deed concerning the Client, the services to be performed, or
           any other service or product offered by the Client.

     1.3   The Referral Agent shall make no representations or warranties concerning the
           Client’s services or business to any other third party unless such warranty or
           representation is authorized in writing by the Client.

     1.4   The Referral Agent at all times shall be deemed to be an independent contractor and
           this Agreement does not create a partnership, joint venture or any relationship other
           than that of independent contractors.
     1.5   The Referral Agent and the Client hereby agree that the appointment of the Referral
           Agent by the Client shall not be exclusive and the Client has the right to appoint
           other referring parties.

     1.6   Any and all costs and expenses incurred by the Referral Agent, including, but not
           limited to, travel expenses, clerical expenses and maintenance, will be the
           responsibility of the _____________________ [Instruction: insert either “Referral
           Agent” or “Client” according to who will be responsible for the costs and
           expenses incurred by the Referral Agent] and ______________ [Instruction:
           insert either “Referral Agent” or “Client”; this should be the opposite of the
           selection made immediately prior] will not in any way be responsible or liable for
           such costs and expenses.

2. DUTIES OF REFERRAL AGENT

     2.1   The Referral Agent and the Client hereby agree that the Referral Agent will use all
           of [Instruction: select the appropriate pronoun – its/his/her] reasonable best
           efforts to endorse and promote the Client and its business and services.

     2.2   The Referral Agent agrees that [Instruction: select the appropriate pronoun –
           its/his/her] will refer any and all potential [Instruction: select the appropriate
           description – customers/clients/potential employees] to the Client that the Referral
           Agent deems in its sole discretion to be best suited for the needs of the Client.

     2.3   The Referral Agent acknowledges and agrees that [Instruction: select the
           appropriate pronoun – its/his/her] will not refer any [Instruction: select the
           appropriate description – customers/clients/potential employees] to any other
           client or business other than the Client which may be offering the same or similar
           products and services as the Client that are in direct competition with those offered
           by the Client.

     2.4   The Referral Agent may make use of the Client’s trademarks for the sole purpose of
           promoting the Client’s goods or services. Any such use shall be in accordance with
           the Client’s trademark policies. It is expressly understood that this Agreement does
           not grant the Referral Agent any interest in the Client's trademarks or any other
           intellectual property rights.

     2.5   The Referral Agent agrees not to disclose any confidential information pertaining to
           the Client’s goods or services nor that of prospective or existing customers to any
           third party. The Referral Agent may do follow-up inquiries with its referred
           [Instruction: select the appropriate description – customers/clients/potential
           employees] to confirm their purchase and to gather feedback.


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3. COMPENSATION

     3.1   The Client shall pay to the Referral Agent a Referral Fee (the “Referral Fee”). The
           Referral Fee shall be calculated as ______________ percent (______%)
           [Instruction: insert percentage] of the net value of goods or services sold or paid
           by the Client as a direct result of a referral.

     3.2   The Referral Fee will be paid by the Client to the Referral Agent within ________
           (____) [Instruction: insert number of days] days after the Referral Agent refers a
           [Instruction: select the appropriate description – customer/client/potential
           employee] to the Client.

     3.3   The Referral Fee will be paid by the Client to the Referral Agent by way of cash,
           check, certified check, wire transfer or direct deposit into the Referral Agent’s bank
           account.

     3.4   The Referral Agent and the Client hereby agree that the Referral Fee shall only be
           due and payable to the Referral Agent in the event of:

             (a)     the referred [Instruction: select the appropriate description –
                     customer/client/potential employee] are not currently a customer or
                     employee of the Client; and

             (b)     the services or employment have been accepted by the referred
                     [Instruction:    select     the     appropriate description –
                     customer/client/potential employee].

4. CONFIDENTIALITY

     4.1   The Referral Agent hereby agrees that any and all documents, files and other
           information of the Client which are made available to the Referral Agent by the
           Client will be deemed to be provided to the Referral Agent in confidence by the
           Client.

     4.2   All documents, files and other information of the Client which has been provided by
           the Client to the Referral Agent will remain the sole and exclusive property of the
           Client and will not be disclosed to any third party without the prior written consent
           of the Client.

     4.3   This Article 4 shall survive the termination of this Agreement.

5. TERM AND TERMINATION




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     5.1   The Referral Agent and the Client hereby acknowledge and agree that the term of
           this Agreement shall be for a period of __________ (___) [Instruction: insert
           number] months/years and shall commence on the ______ day of _____________,
           2______ [Instruction: insert date] (the “Term”).

     5.2   The Referral Agent and the Client hereby agree that this Agreement may be renewed
           for a further period of _________ (____) [Instruction: insert number]
           months/years upon its termination.

     5.3   At any time, either party may terminate this Agreement upon providing the other
           party _______ (____) [Instruction: insert number] days’ advance written notice of
           such termination.

6. INDEMNIFICATION

     6.1   Each party hereto agrees to indemnify, defend and hold the other party (and any
           other relation to the other party) harmless against any and all claims of whatsoever
           nature arising from misrepresentation, default, misconduct, failure to perform or any
           other act related to this Agreement.

7. WARRANTIES

     7.1   The Client hereby disclaims all warranties in respect of the Client’s services
           rendered under this Agreement, including all implied warranties of merchantability
           and fitness for a particular purpose if applicable.

     7.2   The Referral Agent shall extend no warranties or guarantees without the pre-
           approval of the Client, whether orally or in writing in the name of the Client or
           which would otherwise bind the Client with respect to the performance, quality,
           merchantability or fitness for a particular purpose of the Client’s services or
           products.

     7.3   Any claims of any kind whatsoever arising out of or relating to this Agreement by
           the Client, shall be limited solely to monetary damages and will not exceed the
           amount of the Referral Fees due and payable to the Referral Agent.

8. PERFORMANCE

     8.1   Either the Referral Agent or the Client shall not be liable for, any failure to perform
           or delay in the performance of its obligations under this Agreement due to causes
           beyond its control, including without limitation, interruptions of power or
           telecommunications services, failure or its suppliers or subcontractors, acts or nature,
           governmental actions, fire, flood, natural disaster or labor dispute. No failure by


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           either the Referral Agent or the Client to pursue any remedy resulting from a breach
           in this Agreement by the other party shall be construed as a waiver of that breach,
           nor as a waiver of any subsequent or other breach unless such waiver is signed and
           in writing.

9. NON-COMPETITION/NON-SOLICITATION

     9.1   Each of the Referral Agent and the Client agree, for a period of ______ (___)
           [Instruction: insert number] years following termination of this Agreement, not to
           solicit any of the employees or representatives of the other for purposes of
           employment; provided, however, the parties shall not be (i) restricted from engaging
           in any general solicitation for employees or public advertisement for employment
           opportunities not specifically targeted at such persons, (ii) precluded from hiring any
           such person who responds to any such general solicitation for employees or public
           advertisement for employment, or (iii) precluded from hiring any such person who
           contacts such party on his or her own initiative without any direct or indirect
           solicitation from such party, other than any solicitation pursuant to a general
           solicitation or public advertisement.

10. DISPUTE RESOLUTION

     10.1 In the event a dispute arises under this Agreement, the Referral Agent and the Client
          hereby agree to attempt to resolve such dispute with a mutually agreed upon
          mediator. Such mediation shall occur in the City of ______________. [Instruction:
          insert name of city] Any costs and fees other than attorney fees shall be shared
          equally between the Referral Agent and the Client. If it proves impossible to arrive
          at a mutually satisfactory solution, the Referral Agent and the Client hereby agree to
          submit the dispute to binding arbitration in the same city or region, conducted on a
          confidential basis pursuant to the laws of the governing jurisdiction.

     10.2 Any decision or award as a result of any such arbitration proceeding shall include the
          assessment of costs, expenses and reasonable attorney's fees and shall include a
          written determination of the arbitrators. An award of arbitration shall be final and
          binding on the Referral Agent and the Client and may be confirmed in a court of
          competent jurisdiction. The prevailing party shall have the right to collect from the
          other party its reasonable costs and attorney fees incurred in enforcing this
          Agreement.

11. GENERAL PROVISIONS

     11.1 This Agreement shall not be amended or altered without the prior written consent of
          the Referral Agent and the Client.


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     11.2 No waiver by the Referral Agent or the Client of any right shall be construed as a
          waiver of any other right.

     11.3 In the event a court of competent jurisdiction finds any provision of this Agreement
          invalid or unenforceable, the remainder of this Agreement shall be interpreted so as
          best to effect the intent of the Referral Agent and the Client.

     11.4 Any notices to be delivered pursuant to this Agreement shall be delivered to:

         In the case of the Referral Agent to:

         ______________________________

         ______________________________

         Attention: _____________________

         Fax: (___) _____________________

         [Instruction: insert the address and other contact information for the Referral
Agent]

         In the case of the Client to:

         ______________________________

         ______________________________

         Attention: _____________________

         Fax: (___) _____________________

         [Instruction: insert the address and other contact information for the Client]

     11.5 This Agreement constitutes the entire agreement between the Client and the
          Advertiser and supersedes all prior agreements whether oral or written.

     11.6 This Agreement shall be governed by the laws of                       the   State   of
          _____________________ [Instruction: insert the state name].

IN WITNESS WHEREOF the Referral Agent and the Client have executed this Agreement on
the day and year first written above.




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                                ____________________ REFERRAL
                                AGENT [Instruction: insert the name of
                                the Referral Agent]
                                Per:

                                Name: _____________________
                                [Instruction: insert the name of the
                                individual who will sign the waiver on
                                behalf of the Referral Agent]
                                Title: _____________________
                                [Instruction: insert the title of the
                                individual who will sign the waiver on
                                behalf of the Referral Agent]
                                I have authority to bind the Company.


                                ____________________ CLIENT
                                [Instruction: insert the name of the Client]
                                Per:

                                Name: _____________________
                                [Instruction: insert the name of the
                                individual who will sign the waiver on
                                behalf of the Client]
                                Title: _____________________
                                [Instruction: insert the title of the
                                individual who will sign the waiver on
                                behalf of the Client]
                                I have authority to bind the Company.




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DOCUMENT INFO
Description: This is an agreement between a client and a referral agent. This agreement provides that the referral agent will use his or her best efforts to endorse the client’s business and will refer any and all potential customers to the client. In return, the referral agent will receive a percentage of the net value of goods or services sold by the client as a direct result of the referral. This document is ideal for small businesses or other entities that want to use a referral agent to increase business or customers.
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