REFERRAL / AFFILIATE AGREEMENT

STATE OF HAWAII

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. Term and Termination
8. Confidentiality
9. Representations and Warranties
10. Indemnification
11. Limitation of Liability
12. Dispute Resolution
13. General Provisions

PARTIES

This Referral/Affiliate Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] by and between:

Company: [COMPANY LEGAL NAME] ("Company")
Address: [ADDRESS]

Referral Partner/Affiliate: [PARTNER LEGAL NAME] ("Partner")
Address: [ADDRESS]

1. APPOINTMENT AND SCOPE

1.1 Appointment. Company appoints Partner as a non-exclusive referral partner/affiliate to refer potential customers to Company for the products/services described in Exhibit A.

1.2 Program Type.
☐ Referral Program - Partner introduces prospects; Company handles all sales activities
☐ Affiliate Program - Partner uses tracking links; commissions based on conversions
☐ Hybrid - Combination of referral and affiliate activities

1.3 Territory. Partner's activities under this Agreement are ☐ unrestricted ☐ limited to: [TERRITORY/GEOGRAPHY].

1.4 Non-Exclusive. This appointment is non-exclusive. Company may appoint other referral partners and affiliates.

2. REFERRAL PROCESS AND QUALIFICATION

2.1 Qualified Referral. A "Qualified Referral" means a prospect who:
(a) Has not been previously contacted by Company within the past [X] months;
(b) Is not an existing customer of Company;
(c) Meets Company's customer qualification criteria;
(d) Is properly registered through Company's referral tracking system.

2.2 Registration. Partner shall register referrals by:
☐ Submitting referral form to [EMAIL/PORTAL]
☐ Using unique tracking link: [PARTNER LINK]
☐ Other method: [SPECIFY]

2.3 Referral Window. A registered referral remains attributed to Partner for [X] days from registration date ("Attribution Window").

2.4 Acceptance. Company shall notify Partner within [X] business days whether a referral is accepted as a Qualified Referral.

3. COMPENSATION AND PAYMENT

3.1 Commission Structure.

3.2 Payment Trigger. Commissions are earned when:
☐ Customer signs contract
☐ Customer pays first invoice
☐ Customer completes [X] days of service
☐ Other: [SPECIFY]

3.3 Payment Schedule.
- Payments made [monthly/quarterly] within [X] days of period end
- Minimum payout threshold: $[AMOUNT]
- Payment method: ☐ Check ☐ ACH ☐ Wire ☐ PayPal

3.4 Clawbacks. Company may recover commissions if:
(a) Customer cancels within [X] days of purchase;
(b) Customer fails to pay;
(c) Referral was fraudulent or violated this Agreement.

3.5 No Commission. No commission is payable for:
(a) Self-referrals or referrals of Partner's own entities;
(b) Referrals not registered per Section 2.2;
(c) Referrals outside the Attribution Window;
(d) Customers who were already in Company's pipeline.

4. EXCLUSIONS AND CONFLICTS

4.1 Excluded Accounts. The following accounts are excluded from the referral program: [LIST ANY EXCLUDED ACCOUNTS OR "None"].

4.2 Conflicts. Partner shall disclose any relationship with a referred prospect that could constitute a conflict of interest.

4.3 Competing Products. Partner ☐ may ☐ may not refer prospects to Company's competitors during the term of this Agreement.

5. MARKETING CONDUCT AND BRANDING

5.1 Approved Materials. Partner shall only use marketing materials approved by Company in writing.

5.2 Brand Guidelines. Partner shall comply with Company's brand guidelines attached as Exhibit B.

5.3 Prohibited Conduct. Partner shall NOT:
(a) Make false or misleading claims about Company's products/services;
(b) Engage in spam, unsolicited communications, or illegal marketing;
(c) Use Company's trademarks without authorization;
(d) Bid on Company's branded keywords in paid search without approval;
(e) Create websites or social media accounts impersonating Company;
(f) Offer unauthorized discounts or incentives.

5.4 FTC Compliance. Partner shall comply with FTC disclosure requirements for endorsements and affiliate marketing.

5.5 Hawaii Consumer Protection. Partner shall comply with Hawaii's Unfair and Deceptive Acts or Practices Law (Haw. Rev. Stat. § 480-2 et seq.) in all marketing activities.

6. TAXES AND RECORDS

6.1 Tax Responsibility. Partner is solely responsible for all taxes on commissions received.

6.2 Tax Forms. Partner shall provide Company with a completed W-9 (or W-8BEN for non-U.S. partners) prior to first payment.

6.3 1099 Reporting. Company will issue IRS Form 1099-NEC for commissions exceeding $600 annually.

6.4 Records. Company shall maintain records of referrals, conversions, and commissions for [X] years.

7. TERM AND TERMINATION

7.1 Term. This Agreement commences on the Effective Date and continues for [X] year(s), automatically renewing for successive [X]-year terms unless terminated.

7.2 Termination for Convenience. Either party may terminate with [30] days' written notice.

7.3 Termination for Cause. Either party may terminate immediately upon:
(a) Material breach not cured within [15] days of notice;
(b) Violation of laws or Company policies;
(c) Fraud or misrepresentation;
(d) Bankruptcy or insolvency.

7.4 Effect of Termination.
(a) Partner's right to earn new commissions terminates immediately;
(b) Commissions earned before termination remain payable per Section 3;
(c) Partner shall cease using Company materials and trademarks;
(d) Confidentiality obligations survive.

8. CONFIDENTIALITY

8.1 Confidential Information. Each party shall keep confidential all non-public information disclosed by the other.

8.2 Trade Secrets. Trade secrets are protected under the Hawaii Uniform Trade Secrets Act (Haw. Rev. Stat. § 482B-1 et seq.).

9. REPRESENTATIONS AND WARRANTIES

9.1 Partner Represents:
(a) It has authority to enter this Agreement;
(b) It will comply with all applicable laws;
(c) It will not engage in deceptive practices.

9.2 Company Represents:
(a) It has authority to enter this Agreement;
(b) It will pay commissions as specified.

10. INDEMNIFICATION

10.1 Partner Indemnity. Partner shall indemnify Company against claims arising from Partner's marketing activities or breach.

10.2 Company Indemnity. Company shall indemnify Partner against claims arising from Company's products/services.

11. LIMITATION OF LIABILITY

11.1 Cap. Neither party's total liability shall exceed commissions paid or payable in the [12] months preceding the claim.

11.2 Exclusions. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

12. DISPUTE RESOLUTION

12.1 Governing Law. This Agreement is governed by Hawaii law.

12.2 Venue. Disputes shall be resolved in state or federal courts in [Honolulu], Hawaii.

12.3 Arbitration (Optional). ☐ If checked, binding arbitration under AAA Commercial Arbitration Rules.

12.4 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY HAWAII LAW, EACH PARTY WAIVES THE RIGHT TO JURY TRIAL.

13. GENERAL PROVISIONS

13.1 Independent Contractor. Partner is an independent contractor.

13.2 Assignment. Partner may not assign without Company's written consent.

13.3 Entire Agreement. This Agreement constitutes the entire agreement.

13.4 Amendments. Amendments must be in writing signed by both parties.

13.5 Electronic Signatures. Electronic signatures are valid under the Hawaii Uniform Electronic Transactions Act (Haw. Rev. Stat. § 489E-1 et seq.).

SIGNATURES

COMPANY:

PARTNER:

EXHIBIT A - PRODUCTS/SERVICES

[Describe products/services covered]

EXHIBIT B - BRAND GUIDELINES

[Attach Company brand guidelines]