1. APPOINTMENT AND ENGAGEMENT.
(a)Dental Intelligence hereby appoints and engages Referral Partner, on a non-exclusive basis, to introduce and refer to Dental Intelligence potential customers during the Term (as defined in the Referral Partner Agreement), and Referral Partner hereby accepts such appointment and engagement on the terms and conditions hereof. Referral Partner hereby acknowledges that Dental Intelligence will, in its sole discretion, appoint and engage other persons and entities to introduce and refer potential customers to Dental Intelligence during the Term.
(b) Referral Partner shall assist Dental Intelligence in establishing new customer relationships and performing such related responsibilities as set forth herein or as are reasonably requested by Dental Intelligence in connection with this Agreement. Notwithstanding the foregoing, Referral Partner shall neither participate in any sales negotiations nor have authority to offer, license or sell any present or future Dental Intelligence Services. Any party that becomes a new client of Dental Intelligence by purchasing or licensing any Dental Intelligence Services, who is not currently or has not been a Dental Intelligence Customer within the last 90 days or is not already a prospect in the Dental Intelligence pipeline identified by a source other than Referral Partner, as a direct result of the effort of and/or introduction to Dental Intelligence by Referral Partner is referred to herein as a “Referral Client.” Referral Partner makes no representation or warranty about the creditability or suitability of any potential Referral Client introduced or referred to Dental Intelligence, and Referral Partner shall have no responsibility to perform any due diligence with respect to the creditability or suitability of any potential Referral Client.
(c) The prices, terms and conditions under which Dental Intelligence shall offer, license and sell Dental Intelligence Services to potential Referral Clients shall be determined by Dental Intelligence in its sole discretion, and may be updated from time to time by Dental Intelligence upon ten (10) business days prior notice to Referral Partner. Dental Intelligence shall have the exclusive authority to control all discussions and negotiations regarding any proposed or actual offering, licensing or sale of Dental Intelligence Services to all potential Referral Clients. Nothing in this Agreement shall obligate Dental Intelligence to consummate any license, sale or other transaction related to Dental Intelligence Services with any potential Referral Client. Moreover, Dental Intelligence has the right not to proceed with any offer, license or sale of Dental Intelligence Services to any potential Referral Client without any liability or obligation to Referral Partner hereunder, including, without limitation, the payment of compensation pursuant to Section 2 hereof.
(d) The Parties acknowledge and agree that neither Party makes any representation, warranty or promise of any kind regarding (i) the actual number of potential Referral Clients to be introduced and referred to Dental Intelligence by Referral Partner, or (ii) the amount of compensation that may be payable to Referral Partner under Section 2 hereof.
2. COMPENSATION.
In consideration for the services to be rendered by Referral Partner, Dental Intelligence shall pay to Referral Partner the Referral Fees set forth in the fully executed Referral Partner Agreement.
