Mutual Referral Agreement
(blanks will be completed according to your answers in the form)
THIS Agreement is made and entered into as of this day of ____________, by and between The Vinetta Project further referred to as TVP, a Delaware LLC whose principal place of business is 652 California Ave, Suite A Venice, CA 90291 and ____________________________, a (Referring Partner) whose mailing address is ________________________________ (collectively the “Parties” and each a “Party”).
WHEREAS, TVP is an acceleration ecosystem focused on strategy, marketing, performance and business development for high growth female founders (“TVP Services”).WHEREAS, Referring Partner is a _________________________________________________ focused on ________________________________________________(“Referring Partner Services”).
WHEREAS, Referring Partner desires the opportunity to refer Member and Sponsor leads on behalf of TVP, and TVP wishes to compensate Referring Partner for such services as outlined below.
WHEREAS, a “Sponsor” refers to any individual or organization wishing to support TVP local Chapter events and “Member” Refers to any stakeholder who wishes to become a member of Vinetta Collective’s global community. Memberships categories include: Founders, Funders & Market Leaders/Sponsors. “Client” refers to any individual or organization that becomes a paying client for either party.
WHEREAS, the Parties may also wish to enter into this Agreement for the marketing of each other’s individual Services for mutual compensation, as set forth more fully below.
NOW, THEREFORE, in consideration of the mutual promises, undertakings and agreements below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1) MUTUAL REFERRAL RELATIONSHIP
This Agreement does not grant exclusive rights to either party to act as referrer on behalf of the other party, and neither party shall have any rights under any other agreements entered into with other persons referring business to the parties. The parties are not restricted from appointing other referring partners or sales representatives for their Services.
This Agreement does not establish a distributorship, joint venture, franchise, agency or other relationship except as described herein.
2) DUTIES AND PERFORMANCE
a) Throughout the term of this Agreement, each party may, in its sole discretion, endorse andpromote the other and its Services and may, but shall not be obligated to, refer and forward Prospects to the other party.
b) Introductions of Prospects may be by email, telephone conference call and/or by an in-person meeting, based upon the parties’ mutual agreement from time to time.
c) The parties represent to each other that, with regard to each Prospect referred hereunder, the party referring the Prospect (a) has the authority to make the referral, (b) is not an employee, director, officer, shareholder, partner or member of the Prospect
3) ELIGIBILITY TO RECEIVE REFERRAL FEES
a) As long as this Agreement is in effect, each party that receives a referral of a Prospect from the other party shall pay the referring party a referral fee if the Prospect engages the party to which the referral is made within sixty (60) days of the date of the referral.
b) In order for a party to be entitled to receive the referral fee.
i) The party making the referral must have had direct personal contact with the prospect and directly endorsed and recommended the Services of the party to which the prospect has been referred,
ii) Both parties must have acknowledged to each other via email or in another writing that the Prospect will be considered to be considered a referred prospect under this Agreement and the Prospect must not already be an “Active Lead/Prospect” and must not have already or previously been referred by someone else. An “Active Lead/Prospect" shall mean any person or organization that has been contacted with regard to the Services in the last 3 months by the party to which the referral is made with regard to the Services offered by such party.
iii) The party must have designated whether the lead is for a referral or intended as a direct close.
4) Service Delivery and Considerations
a) Each party agrees to perform their specific Services solely for their clients. Each party shall have no responsibility for delivery of Services, billings and/or collection of money to the referred sponsors, members or clients.
b) Referral Fees will be paid to the referring party for all monies received as outlined in “Payment Terms”.
c) Said Referral Fees shall be paid upon the receipt of monies from Sponsor, Member or Client.
d) Referral Fees shall be provided as payment within 15 days of receiving monies from Sponsor, Member or Client.
e) Each party shall provide a detailed accounting report that reflects the actual fees received from Sponsors, Members or Clients and the amount of money due from each Referral.
5) Payment Terms
a) Referral Fees - 10% Commission for referrals that close (Sending documented contacts that close)
a) Both Parties hereby acknowledge the following: (i) business shall be conducted in a manner that reflects favorably at all times on the services, the good name, goodwill and reputation of both Parties; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to either Party; (iii) make no false or misleading representations with regard to either Party’s services; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to either Party’s Services.
b) Each party understands and agrees to register the name of the potential Sponsor, Member or Client with each other in order to be entitled to Referral Fees discussed in this agreement. Failure to register the Sponsor, Member or Client might result in misallocation of the Referral Fees.
c) Each Party understands and agrees that for prospects designated as a direct close rather than just a referral he/she has sixty (60) days in which to help close any deal with a registered Sponsor, Member or Client before the other Party may contact and work with that Sponsor directly.
7) Confidentiality and Non-Compete
a) In providing the services under this Agreement, Referring Partner and TVP will be privy to non-public, proprietary confidential information. Said Confidential information shall include, but not be limited to, trade secrets, know how, inventions, technologies, processes, software programs, algorithms, designs, contracts, customer lists, financial information, proprietary techniques, procedures, product plans, sales and marketing plans, source codes and business information. Confidential information shall be treated by the receiving party as if it were that party’s confidential information. It is agreed that both parties to this Agreement will take reasonable precautions to prevent any form of communication, disclosure, and/or availability of said Confidential information by its officers, directors, employees, Referring Partners, consultants, subsidiaries, Partners, representatives, advisors, attorneys, bankers, heirs, assigns, successors, their spouses and significant others. Confidential information shall not include information that is (a) already known by, or rightfully available to the parties herein by sources not related to this Agreement; or (b) available to the public.
a) In the event that Referring Partner is in breach of its obligations under any section of this Agreement, and such breach remains un-remedied by Referring Partner Fifteen (15) business days after TVP delivers written notice of such breach, then TVP shall have the right to terminate its relationship with Referring Partner. Referring Partner shall then return to TVP all confidential information it has received from TVP under this Agreement and immediately advise TVP of the status of all end user contacts and prospects. Further, Referring Partner shall still be bound by the confidentiality terms in paragraph 7.
b) In the event that TVP is in breach of its obligations under any section of this Agreement, and such breach remains un-remedied by TVP Fifteen (15) business days after Referring Partner delivers written notice of such breach, then Referring Partner shall have the right to terminate its relationship with TVP. TVP shall then return to Referring Partner all confidential information it has received from Referring Partner under this Agreement and immediately advise Referring Partner of the status of all end user contacts and prospects. Further, TVP shall still be bound by the confidentiality terms in paragraph 7.
9) Representations and Warranties.
a) TVP represents and warrants to Referring Partner that: (i) it has the full power to enter into this Agreement; and (ii) the execution of and performance under this Agreement will not breach any oral or written agreement with any third party or any obligation owed to any third party.
b) Referring Partner represents and warrants to TVP that: (i) the execution of and performance under this Agreement will not breach any oral or written agreement with any third party or any obligation owed to any third party.
a) Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees, shareholders, subsidiaries, affiliates, Licensors, Partners, successors and assigns from and against any third party claims, allegations, losses, liabilities, fines, damages, settlements, expenses and costs (including, but not limited to, attorneys’ fees and court costs) which arise out of or relate to a material breach of Section 6 of this Agreement by the indemnifying Party. The Party to be indemnified shall: (a) provide the indemnifying Party with prompt written notice of any claim, suit or proceeding for which the indemnified Party is seeking indemnity; and (b) reasonably cooperate with the defense or settlement negotiations, as the case may be, conducted by the indemnifying Party.
b) Except for liability for Breach of Section 7 (Confidentiality) and except as specifically in section 10 (indemnification) TVP shall not have any liability for incidental, consequential, indirect, special or punitive damages of any kind or for loss of revenue and/or business arising out of or in connection with this Agreement, regardless of the form of the action, whether in contract, tort, strict product liability or otherwise, even if any representative of TVP has been advised of the possibility of such damage; And in no event shall TVP’s liability under this Agreement exceed the amount paid by TVP to Referring Partner under this Agreement.
c) Except for liability for Breach of Section 7 (Confidentiality) and except as specifically in section 10 (indemnification) Referring Partner shall not have any liability for incidental, consequential, indirect, special or punitive damages of any kind or for loss of revenue and/or business arising out of or in connection with this Agreement, regardless of the form of the action, whether in contract, tort, strict product liability or otherwise, even if any representative of Referring Partner has been advised of the possibility of such damage; And in no event shall Referring Partner’s liability under this Agreement exceed the amount paid by Referring Partner to TVP under this Agreement.
11) Intellectual Property
a) Each party retains ownership rights in and to its own intellectual property, including, without limitation, its trademarks, service marks, trade dress, advertising, any associated goodwill, whether presently existing or later developed (collectively “Intellectual Property”). The parties agree to sign any document as reasonably required by the other to effect protection of any such property.
b) During the term of this Agreement, either party may use the other party's name and may reference this Agreement in news releases, articles, brochures, marketing materials, web sites, advertisements and other publicity or promotions, subject to the other party's prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.
a) The term of this Agreement will for a period of one (1) year from the effective date, unless terminated earlier, pursuant to the terms of this Agreement.
b) In the event a party (1) becomes insolvent, (2) voluntarily files or has filed against it a petition under applicable bankruptcy or insolvency laws which such party fails to have released within thirty (30) days of such filing, (3) proposes any dissolution, composition or financial reorganizations with creditors or if a receiver, trustee, custodian or similar Referring Partner is appointed, or takes possession with respect to all or substantial properties or businesses of such party, or (4) such party makes a general assignment for the benefit of creditors, the other party may terminate this Agreement by giving a termination notice, which termination shall become effective ten (10) days after a certified mailing.
c) Either party shall have the right to terminate this Agreement if the other is in material breach of any term or condition of this Agreement and fails to remedy such breach as set forth in Paragraph 8.
d) Either party shall have the right to terminate this Agreement with a thirty (30) days notice to the other party. In case of request of termination, both Parties will be obligated to continue to pay all remaining Referral Fees as scheduled.
e) Independent Referring Partner. The relationship of the Parties hereunder is that of an independent Referring Partner and nothing in this Agreement should be construed as to create a partnership, joint venture, agency or employment relationship between the Parties.
f) Counterparts; Headings. This Agreement may be executed (including, but not limited to, by facsimile signature) in one or more counterparts, with the same effect as if the Parties had signed the same document. The captions and headings of the various Sections of this Agreement are inserted merely for the purpose of convenience and shall not in any way alter the meaning or interpretation of this Agreement.
g) Attorneys' Fees. If either Party brings an action or proceeding at law or in equity to interpret or enforce this Agreement or any provisions contained herein, or to seek damages or other redress for a breach, the prevailing party shall be entitled to recover, in addition to all other remedies or damages, reasonable attorneys' fees and court costs incurred in such action or proceeding.
a) NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE PERFORMANCE, DESIGN, QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES PROVIDED TO A PROSPECT OR THE PERFORMANCE OF THE PARTIES HEREUNDER, AND EACH PARTY SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO SAME. Neither party shall be liable to the other party or to any Prospects or any third party for special, consequential, incidental, indirect, tort or cover damages, including, without limitation, damages resulting from the use or inability to use the Services, delay of delivery and/or implementation, or loss of profits, data, business or goodwill, whether or not such party has been advised or is aware of the possibility of such damages. In any event, liability for all claims of any kind arising out of or relating to this Agreement shall be limited solely to money damages and shall not exceed the amount of fees paid hereunder.
b) In the event any provision of this Agreement shall be invalid, illegal or unenforceable in any respect, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected of impaired by such provision in any way.
c) This Agreement shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. This Agreement shall not be assigned by either party, in whole or in part, without the express written consent of the other party.
d) This Agreement constitutes the whole agreement between the parties and supersedes and cancels any and all previous agreements, understandings or negotiations, whether oral or written, between the Parties relating to the subject matter of this Agreement. Any alteration to thisAgreement must be in writing and signed by both parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the Effective Date.
Company: The Vinetta Project LLC
Name: Vanessa Dawson
Date: Immediate upon agreement by the Referring Partner
The Vinetta Project acknowledges that upon agreement by the Referring Partner the Mutual Referral Agreement constitutes an "acceptance" and gives rise to a contractual relationship.