REFERRAL / AFFILIATE AGREEMENT

TABLE OF CONTENTS

1. Appointment and Scope
2. Referral Process and Qualification
3. Compensation and Payment
4. Exclusions and Conflicts
5. Marketing Conduct and Branding
6. Taxes and Records
7. Compliance (AUP, Anti-Spam, Export/Sanctions)
8. Confidentiality and Data Protection
9. IP and License
10. Warranties and Disclaimers
11. Indemnities
12. Limitation of Liability
13. Term and Termination
14. Effects of Termination
15. Dispute Resolution and Governing Law
16. Miscellaneous
17. Schedules

1. APPOINTMENT AND SCOPE

• Company appoints Referrer to introduce prospective customers for [PRODUCT/SERVICE] on a non-exclusive basis. No authority to bind Company.

2. REFERRAL PROCESS AND QUALIFICATION

• Submission via [PORTAL/FORM/EMAIL] with required fields; Company acceptance needed for a “Qualified Referral.”
• Qualification criteria: not an existing lead/opportunity, not under NDA/POC/contract, meets ICP (industry/size/geo), and engages in good-faith evaluation.
• Protection period for each Qualified Referral: [X] days; expiration if inactive.

3. COMPENSATION AND PAYMENT

• Referral fee: [X%] of first-year ARR / first order / first [N] invoices; or flat fee [$].
• Payout timing: [e.g., 30 days after receipt of customer payment]; subject to clawback on refunds/chargebacks.
• No fee on renewals unless explicitly stated.
• Currency and minimum payout thresholds.

4. EXCLUSIONS AND CONFLICTS

• No fee if customer was already in active sales cycle; no fee for affiliates’ self-deals; government customers if prohibited.
• Conflicts resolved by Company’s reasonable determination.

5. MARKETING CONDUCT AND BRANDING

• Referrer uses approved materials; no paid search on Company marks; no spam or deceptive practices.
• Mark license limited, revocable, and non-sublicensable; compliance with brand guidelines.

6. TAXES AND RECORDS

• Referrer responsible for its taxes; may need W-8/W-9.
• Records of referrals and payouts retained [X] years; subject to audit for compliance with this Agreement.

7. COMPLIANCE (AUP, ANTI-SPAM, EXPORT/SANCTIONS)

• CAN-SPAM/anti-spam compliance; privacy consents for sharing lead data.
• No referrals from sanctioned parties or embargoed countries; follow AUP when demoing or granting access.

8. CONFIDENTIALITY AND DATA PROTECTION

• Mutual confidentiality; lead/share data minimized; DPA applies if Personal Data processed.

9. IP AND LICENSE

• Company retains IP in products/marks; limited license to use marks for permitted marketing.
• No reverse engineering, derivative works, or misuse of materials.

10. WARRANTIES AND DISCLAIMERS

• Company: none beyond as stated to customers.
• Referrer warrants compliance with law and this Agreement.
• All other warranties disclaimed to the extent permitted.

11. INDEMNITIES

• Referrer indemnifies Company for claims from (a) unlawful marketing (spam, misleading ads); (b) violation of export/sanctions; (c) misuse of Company marks.
• Company indemnity optional/limited (e.g., for IP in provided marketing materials).

12. LIMITATION OF LIABILITY

• Cap: referral fees paid/payable in prior [12] months; exclusions as negotiated (e.g., IP misuse, confidentiality breach, willful misconduct).

13. TERM AND TERMINATION

• Term [X] years; either party may terminate for convenience with [30] days’ notice; immediate termination for breach, fraud, or legal risk.

14. EFFECTS OF TERMINATION

• No new referrals post-notice; accepted Qualified Referrals honored for fees if closed within protection period unless terminated for Referrer breach/fraud.
• Cease mark use; return/destroy Confidential Information.

15. DISPUTE RESOLUTION AND GOVERNING LAW

• Escalation, then courts/arbitration per selection; governing law stated; jury waiver if allowed.

16. MISCELLANEOUS

• Assignment limits; notices; independent contractors; force majeure; entire agreement; amendments in writing; order of precedence.

17. SCHEDULES

• Schedule 1: ICP/Qualification Criteria.
• Schedule 2: Fee Table and Examples.
• Schedule 3: Approved Marketing Channels/Restrictions.