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.
• Late payments shall accrue interest at [1.5%/month] or the maximum rate permitted under District of Columbia law (currently 6% per annum unless otherwise agreed under D.C. Code Section 28-3302).

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.
• Compliance with District of Columbia Consumer Protection Procedures Act (CPPA) (D.C. Code Section 28-3901 et seq.).

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.
• Compliance with District of Columbia Security Breach Notification Act (D.C. Code Section 28-3851 et seq.) regarding data breach notification requirements.
• 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.
• District of Columbia Uniform Trade Secrets Act (D.C. Code Section 36-401 et seq.) governs trade secret claims.
• Data breach notification required under D.C. Code Section 28-3852 without unreasonable delay.

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 under District of Columbia law.

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).
• No consequential or indirect damages except for carved-out claims.

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

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict of laws principles.
• Venue: Exclusive jurisdiction and venue shall be in the Superior Court of the District of Columbia or the United States District Court for the District of Columbia.
• Escalation: The parties agree to attempt good-faith escalation to executives before initiating formal proceedings.
• JURY WAIVER: TO THE FULLEST EXTENT PERMITTED BY DISTRICT OF COLUMBIA LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16. MISCELLANEOUS

• Assignment limits; notices; independent contractors; force majeure; entire agreement; amendments in writing; order of precedence.
• District of Columbia Uniform Electronic Transactions Act (D.C. Code Section 28-4901 et seq.) governs electronic signatures and records.

17. SCHEDULES

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

SIGNATURE BLOCK

☐ Company has reviewed and agrees to the terms
☐ Referrer has reviewed and agrees to the terms
☐ Legal counsel review completed