1. APPOINTMENT AND ENGAGEMENT.
(a) Provider hereby appoints and engages Resale Partner, on a non-exclusive basis, to introduce and refer to Provider potential customers during the Term (as defined below), and Resale Partner hereby accepts such appointment and engagement on the terms and conditions hereof. Resale Partner hereby acknowledges that Provider will, in its sole discretion, appoint and engage other persons and entities to introduce and refer potential customers to Provider during the Term.
(b) Resale Partner shall assist Provider in establishing new customer relationships and performing such related responsibilities as set forth herein or as are reasonably requested by Provider in connection with this Agreement. Notwithstanding the foregoing, Resale Partner shall neither participate in any sales negotiations nor have authority to offer, license or sell any present or future Provider Services. Any party that becomes a new client of Provider by purchasing or licensing any Provider Services, who is not currently or has not been a Provider Customer within the last 90 days, as a direct result of the effort of and/or introduction to Provider by Referral Affiliate is referred to herein as a “Referral Client.” Resale Partner makes no representation or warranty about the creditability or suitability of any potential Referral Client introduced or referred to Provider, and Resale 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 Provider shall offer, license and sell Provider Services to potential Referral Clients shall be determined by Provider in its sole discretion. Provider shall have the exclusive authority to control all discussions and negotiations regarding any proposed or actual offering, licensing or sale of Provider Services to all potential Referral Clients. Nothing in this Agreement shall obligate Provider to consummate any license, sale or other transaction related to Provider Services with any potential Referral Client. Moreover, Provider has the right not to proceed with any offer, license or sale of Provider Services to any potential Referral Client without any liability or obligation to Referral Affiliate 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 Provider by Resale Partner, or (ii) the amount of compensation that may be payable to Resale Partner under Section 2 hereof.
2. COMPENSATION. In consideration for the services to be rendered by Referral Affiliate hereunder, Provider shall pay to Resale Partner the Referral Fees set forth on Schedule 1, attached hereto.
SCHEDULE 1
Referral Fee
(1) Provider shall pay to Resale Partner a referral fee equal to ten percent (10%) of the amount Provider actually receives from each DI Engagement + Insurance (Partner Bundle) Referral Client as payment for Provider Services each calendar month (the “Referral Fee”) and such Referral Fee shall be paid on or before the 20th day of the subsequent calendar month.
(2) Provider shall continue to pay such Referral Fee with respect to any particular Referral Client until the earlier of the following: (a) Referral Client is no longer paying Provider; or (b) 24 months from the date the Referral Client first purchases or licenses any Provider Services.
(3) Prior to receiving any Referral Fee, Resale Partner will provide Provider with a completed and signed W-9 form and direct deposit information.
(4) The Referral Fee will cease if the Agreement is terminated.
