2. REFERRALS; COMPENSATION
a. Referral Partner will refer other business owners interested in merging or selling
their business to ‘BWP’. In exchange, BWP will share with Referral Partner a
portion of the referral fee paid to BWP in connection with assisting the referred
business owner with their sale or merger.
b. BWP agrees to pay Referral Partner a “Referral Fee” as follows:
i. If BWP lists and sells a referred business owner, then BWP shall pay fifty basis points (50 bps) of the total sales price of the business.
c. BWP shall pay Referral Partner Referral Fee within 10 days after BWP receives its
commission in full.
d. BWP will track all referrals in their CRM system. BWP and Referral Partner should
keep up with referrals between them through email and agreement of such
referrals.
3. COMPLIANCE
a. No Referral Fee will be made if such payment would result in a violation of any law
or regulation, and the payment of the Referral Fee is subject to the satisfaction of
any conditions imposed by applicable laws or regulations.
b. Payment of the Referral Fee is subject to receipt by BWP of a completed and signed
Form W-9 in the form attached hereto.
c. The parties are independent contractors, and neither has the power to direct the
activities of the other. This agreement does not create or imply any partnership,
agency, or joint venture between the parties.
4. TERM AND TERMINATION
This Agreement will commence on the Effective Date and continue for one-year terms year after year unless and until terminated by either party in writing.
5. LIMITATION OF LIABILITY
NO PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED ON ANY THEORY OF LIABILITY, INCLUDING FOR EXAMPLE LOSS OF PROFITS OR REVENUES, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH THE REFERRAL OF MEMBERS, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT THE PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (iii) THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.
6. CONFIDENTIAL INFORMATION
a. The parties agree to keep all “Confidential Information” confidential and not to
disclose such information to any person who does not have a need to know such
information and who is not bound to keep such information confidential. The
parties agree that Confidential Information includes the terms of this Referral
Agreement, commissions payable to or paid to BWP, Referral Fees paid to or
payable to Referral Partner, customer lists, business methods, marketing
strategies, and financials.
b. Information shall not be deemed to be confidential if such information was in
the receiving party’s lawful possession without an obligation of confidentiality
before receipt from the disclosing party, is or becomes a matter of public
knowledge through no fault of the receiving party or is disclosed by operation of
law.
c. Either party may disclose the name of the other party and the existence of this
Agreement, but not its terms, without the prior written consent of the other party.
d. Each party agrees not to make any disclosures that might reasonably be
anticipated to disparage the other party or its officers, directors, business,
services, products, and/or personnel.
e. This paragraph 6 will survive any termination of this Referral Agreement.
7. GENERAL
a. This Agreement contains the entire agreement between the parties and supersedes
all other agreements and understandings between the Parties with respect to the
subject matter hereto. Any modification of this agreement must be in writing and
be signed by both parties. This agreement may not be assigned.
b. If any provision of this agreement is determined by a court to be illegal, invalid or
unenforceable, that provision will be reformed, construed and enforced to the
maximum extent permissible, and the remaining provisions will remain in full force
and effect
c. This Agreement may be executed in two or more counterparts, each of which will
be deemed an original, but all of which together will constitute one and the same
instrument.