This is an referral agreement between Upstate Interactive and Apsis.
Upstate Interactive & Apsis Labs
This Referral Fee Agreement (hereinafter the “Agreement”) is made this November 17th, 2014 (the “Effective Date”), by and between Upstate Interactive, LLC, with an office at 235 Harrison St, Syracuse, NY, 13202, USA (hereinafter referred to as “Referrer”) and Apsis Labs, LLP (also known as Apsis), with an office at 909 NE 43rd St, Suite 310, Seattle, WA 98105 (hereinafter referred to as “Seller”) (each a “Party” and together the “Parties”).
WHEREAS, Seller is in the business of Service Provider/Business Consultant;
WHEREAS, Referrer has certain contacts with various entities and startups and desires to act as an intermediary finder of clients for Seller’s services;
NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties agree as follows:
- TERM AND TERMINATION.
The term of this Agreement shall commence on the Effective Date and shall continue in full force and until December 31, 2018.
For the term of this Agreement, Referrer shall have the non-exclusive right to introduce prospective clients to the Seller who are not already known to the Seller.
- FEES AND PAYMENT.
This Agreement contemplates an introduction only. The referrer will receive a five percent (5%) referral fee of the total amount billed during the first 12 months of the contract up to $10,000, to the referred client (hereinafter “The Client”), to the Seller
Referrer will be paid upon Seller’s receipt of payment by The Client. Seller will send payment automatically on the last day of each month payment is received from Client and referrer will respond with an accompanying invoice for the payment.
Referrer will provide Seller with a W-9 form and will receive a 1099 Tax Statement at the end of Fiscal Year for any commissions paid.
- Relationship Between the Parties. Each Party’s relationship with the other is that of independent contractor. Nothing contained herein creates a partnership, joint venture or similar business relationship between seller and referrer. No employee will be considered an employee of the other for any purpose.
- Use of Name. Seller and its employees, agents and representatives will not, without Referrer’s prior written consent in each instance, use in advertising, publicity or other promotional endeavor, the name of Referrer or any of Referrer’s affiliates, or any officer or employee of Referrer, or any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof used by Referrer or its affiliates; or represent, directly or indirectly, that any product or service provided by Seller has been approved or endorsed by Seller, or refer to the existence of this Agreement in press releases, advertising or materials distributed to Seller’s prospective customers.
- Force Majeure. Referrer shall not be held responsible nor be deemed to be in default under this Agreement for any delay in performance or failure in performance of any of its obligations hereunder if such delay or failure is the result of causes beyond the control of Referrer.
- Governing Law. This Agreement, its subject matter and the parties’ respective rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles regarding conflicts of law.
- Modification, Amendment and Waiver; Benefit. There are no understandings, agreements or representations, express or implied, with respect to the subject matter hereof not specified herein. This Agreement shall not be deemed or construed to be modified, amended, rescinded, canceled or waived in whole or in part, except by a writing executed by both parties. This Agreement will inure to the benefit of Hotel, Vendor, and the successors and permitted assigns of each.
- Assignment. Referrer may assign this Agreement, and/or any rights and/or obligations hereunder upon written notice and without the consent of Seller to any (i) subsidiary or affiliate of Referrer, or (ii) successor pursuant to a merger, consolidation, sale of all or substantially all of its assets. Seller shall not assign this Agreement, and/or any rights and/or obligations hereunder without Referrer’s prior written consent. Any attempted assignment in violation of this Section 9.6 shall be void ab initio.
- Authority. Both Referrer and Seller have full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each has been properly authorized and empowered to enter into this Agreement. EACH PARTY FURTHER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.