OutForce, Inc is in the business of building high performance teams based in Manila. The Outforce wishes to gain additional clients/customers and introduce a new referral channel. The Referral Partner can refer potential clients/customers to OutForce.
Upon the registering, the Referral Partner may, from time to time, refer potential clients/customers to OutForce. OutForce will pay the Referral Partner a fee for these referrals.
OutForce shall pay the Referral Partner a percent of the monthly management fee per seat for each successful referral depending on the partner tier, where a successful referral is defined as a referral that becomes a client/customer of OutForce. OutForce shall pay the Referral Partner $0 for each unsuccessful referral, where an unsuccessful referral is defined as a valid referral candidate that does not become a client/customer of OutForce through no fault of the Referral Partner or OutForce; and a valid referral candidate is a potential client/customer that meets the specifications stated in Section 1 above. OutForce shall pay the Referral Partner within thirty (30) days of a completed referral, where a completed referral will be the engagement of the new client/customer or definitive action that the referral will not become a new client/customer.
The Agreement shall commence upon registration, and will continue for the life of the customer.
During the course of this Agreement, it may be necessary for OutForce to share proprietary informationluding trade secrets, industry knowledge, and other confidential information, to the Referral Partner in order for the Referral Partner to seek out potential referrals. The Referral Partner will not share any of this proprietary information at anytime. The Referral Partner also will not use any of this proprietary information for the Referral Partner’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by it’s natural termination or the early termination by either Party.
This Agreement may be terminated at anytime with mutual agreement. Upon termination, OutForce shall pay the Referral Partner all compensation due and owing for referrals made before the date of termination, but not yet paid.
Representations and Warranties.
Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
The Parties each agree to indemnify and hold harmless the other Party, its respective Referral Partners, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying Party, or its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.
Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
Disclaimer of Warranties.
The Referral Partner shall refer potential clients/customers as requested by OutForce. THE Referral Partner DOES NOT REPRESENT OR WARRANT THAT SUCH REFERRALS WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. THE Referral Partner HAS NO RESPONSIBILITY TO OutForce IF THE REFERRALS DO NOT LEAD TO OutForce’S DESIRED RESULT(S).
In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.
In the event of a dispute resulting in legal action, the successful Party will be entitled to its legal feesluding, but not limited to its attorneys’ fees.
Legal and Binding Agreement.
This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.