This Referral Agreement (the “Agreement”) is entered into today (the “Effective Date”), by and between Beacon Media + Marketing, a dba of Beacon Publishing & Design, LLC, with an address of 3201 C Street, Ste. 302, Anchorage, AK 99503 (the “Company”) and the Affiliate Name entered above (the “Affiliate”), collectively “the Parties.”
1. Purpose. Company is in the business of offering digital marketing services. Company is desirous of gaining additional clients/customers for digital marketing services including but not limited to social media ads management, social media content management, website design and build, graphic design and branding, PPC (pay per click) services with Facebook, Instagram, Google, and LinkedIn, SEO services, content marketing as well as marketing strategy and campaign management. Affiliate is in a position to refer potential clients/customers to Company.
2. Referral Arrangement. Upon the Effective Date of this Agreement, Affiliate may, from time to time, refer potential clients/customers to Company. Company will pay Affiliate a fee for these referrals. Referral information should be sent to Ken Okonek, Director of Sales, at [email protected].
3. Compensation. Company shall pay Affiliate 20% of the first month’s sales for each successful referral, where a successful referral is defined as a referral that becomes a client/customer of Company. Company shall pay Affiliate within thirty (30) days of a completed referral, where a completed referral will be when the customer has signed the working agreement and paid the first invoice.
4. Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue until terminated in writing be either party. Upon termination, Company shall pay Affiliate all compensation due and owing for referrals made prior to the date of termination, but not yet paid.
5. Confidentiality. During the course of this Agreement, it may be necessary for Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Affiliate in order for Affiliate to seek out or vet potential referrals. Affiliate will not share any of this proprietary information at any time. Affiliate also will not use any of this proprietary information for his/her personal benefit at any time. 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.
6. 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.
7. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, ;osses, 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, its respective successors and assigns that occurs in connection with this Agreement. This section early termination by either party.
8. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABILE 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.
9. Disclaimer of Warranties. Affiliate shall refer potential clients/customers as requested by Company. AFFILIATE DOES NOT REPRESENT OR WARRANT THAT SUCH REFERRALS WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. AFFILIATE HAS NO RESPONSIBILITY TO COMPANY IF THE REFERRALS DO NOT LEAD TO COMPANY’S DESIRED RESULT(S).
10. Dispute. The Parties agree to first pursue in good faith the mediation of any dispute arising out of the subject matter of this agreement before resorting to arbitration or any other legal remedy. Mediation fees, if any, shall be divided equally among the Parties.
11. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by Alaska law.
12. Entire 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.