InvisiblePPC Referral Partner Agreement
This Referral Agreement (“Agreement”), effective as of August 9, 2022 is entered into by and between Incognitopros LLC, a Texas Corporation (“Incognitopros LLC”), and , a (“Referral Partner”).
WHEREAS, Referral Partner wishes to refer sales leads to Incognitopros LLC, and Incognitopros LLC wishes to compensate Referral Partner for certain sales leads that are accepted by Incognitopros LLC and which, among other things, result in payments from new customers to Incognitopros LLC’s Marketing Services (the “Marketing Services”), pursuant to the terms and subject to the conditions of this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Lead Referral and Acceptance
1.1 Lead Referral. Referral Partner shall refer sales leads (“Proposed Leads”) to Incognitopros LLC by submitting the required information. Following submission of any Proposed Lead, Referral Partner may be asked by Incognitopros LLC to supply additional information and/or assist Incognitopros LLC in making contact with the Proposed Lead by arranging an introduction, meeting, conference call, or other means of communication with the Proposed Lead.
1.2 Lead Acceptance. Within a reasonable period of time following each referral of a Proposed Lead, Incognito LLC shall review the Proposed Lead and provide Referral Partner with a notification of its acceptance, qualification, or rejection of the Proposed Lead. Incognitopros LLC will be under no obligation to accept any Proposed Lead and may reject or decline to accept any Proposed Lead for any commercially reasonable reason as determined by Incognitopros LLC in its discretion, including without limitation, that:
2. Referral Fees.
2.1 Fees. A Referral Fee payment is available for each accepted Deal that results in a fully executed Incognitopros LLC Contract ("Win"). When an Accepted Deal starts a Incognitopros LLC service within 90 days of the Proposed Lead being Accepted by Incognitopros LLC pursuant to Section 2.1, Incognitopros LLC will pay to Referral Partner a Referral Fee equal to:
2.2 Eligibility. 3rd party charges for tools and subscriptions are not eligible for referral fees hereunder and shall not be included in the calculation of Referral Fees.
2.3 Fee Payment. Upon Incognitopros LLC's determination that an accepted Lead has resulted in a Win, Incognitopros LLC will contact you to request your W-9. Your W-9 must be submitted and received by Incognitopros LLC, or your Referral Fee will be held until Incognitopros LLC receives your completed W-9. Incognitopros LLC will remit the applicable Referral Fee to Referral Partner within 60 days of collecting it from the Accepted Lead.
2.4 Taxes. Referral Fees are paid in United States dollars and are subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law. Referral Partner is solely responsible for payment of any and all taxes imposed or incurred in connection with any Referral Fees described in Section 2.1 above. Referral Partner agrees to complete and provide any and all tax documentation (including an IRS Form W-9) reasonably requested by Incognitopros LLC to comply with any tax reporting obligations of any jurisdiction. Referral Partner understands and acknowledges that Incognitopros LLC may issue a Form 1099 in the event that Referral Fees paid
3. Term and Termination; Post-termination Fees. This Agreement shall automatically terminate in the event that Referral Partner has not submitted a Proposed Lead for twelve (12) consecutive months. Either party may terminate this Agreement upon written notice to the other at any time, for any reason or no reason. Unless the termination is for breach, it will not affect Incognitopros LLC’s obligation to pay Referral Fees in connection with Accepted Leads that were accepted prior to the termination date.
4. Confidentiality. All non-public, confidential or proprietary information of Incognitopros LLC, including, but not limited to, specifications, ideas or materials of a technical or creative nature, such as research and development results, designs and specifications, computer source and object code, patent applications, and other materials and concepts relating to the Platform, processes, technology or other intellectual property rights, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by or on behalf of Incognitopros LLC to Referral Partner, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement (collectively, “Proprietary Information”) shall be confidential, used by Referral Partner for the sole purpose of performing Referral’s Partners duties under this Agreement, and may not be disclosed or copied by Referral Partner unless authorized by Incognitopros LLC in writing. All Proprietary Information is and shall remain the sole property of Incognitopros LLC and shall be returned by Referral Partner to Incognito LLC upon the termination of this Agreement, or earlier if requested by Incognitopros LLC. Referral Partner acknowledges and agrees that any breach of this Section 5 by Referral Partner will cause irreparable and continuing harm to Incognito LLC for which money damages would be insufficient, and Incognitopros LLC shall be entitled to injunctive relief, a decree for specific performance, and all other relief as may be proper without the necessity of proving damages or posting a bond. This section shall not apply to information that: (a) was in the public domain at or subsequent to the time the information was communicated to Referral Partner by Incognitopros LLC through no fault of Referral Partner; (b) was rightfully in Referral Partner’s possession free of any obligation of confidence at or subsequent to the time the information was communicated to Referral Partner by Incognitopros LLC; or (c) was independently developed by Referral Partner without the use of, or reference to, such information, as established by Referral Partner’s written records. A disclosure of any information by Referral Partner (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law will not be a breach of this Section 5 or a waiver of confidentiality for other purposes; provided, that Referral Partner provides prompt prior written notice thereof to Incognitopros LLC to enable Incognitopros LLC to seek a protective order or otherwise prevent the disclosure.
5. Intellectual Property.
5.1 Service Marks and Logos. Referral Partner shall not use (and has not used), directly or indirectly, in whole or in part, in connection with this Agreement or as part of its corporate, business, or personal name, any signature, monogram, logo, trademark, service mark, or trade name (a "Mark") that is now or may hereafter be owned, licensed or used by Incognitopros LLC (a "Incognitopros LLC Mark"), except in the manner and to the extent approved in advance in writing by Incognitopros LLC, which such approval Incognitopros LLC may withdraw at any time for any reason. Referral Partner shall discontinue any approved use of a Incognitopros LLC Mark immediately upon termination or expiration of this Agreement, and thereafter shall not use any Mark which, in the reasonable judgment of Incognitopros LLC, so nearly resembles any Incognitopros LLC Mark that confusion or uncertainty by a third party may reasonably result therefrom. Referral Partner hereby expressly disclaims any and all right, title, and interest in and to all Incognitopros LLC Marks, whether or not used by Referral Partner. All uses of any Incognitopros LLC Mark shall inure solely to the benefit of Incognitopros LLC.
6. Independent Contractor. Referral Partner is an independent contractor of Incognitopros LLC, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Referral Partner and Incognitopros LLC for any purpose. Referral Partner has no authority (and shall not hold itself out as having authority) to bind Incognitopros LLC, and Referral Partner shall not make any agreements or representations on Incognitopros LLC's behalf without Incognitopros LLC's prior written consent. Without limiting the above, Referral Partner will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Incognitopros LLC to its employees, and Incognitopros LLC will not be responsible for withholding or paying any income, payroll, social security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Referral Partner's behalf. Referral Partner shall be responsible for, and shall indemnify Incognito LLC for, from, and against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by Referral Partner in connection with the performance of Referral Partner's obligations hereunder shall be Referral Partner's employees or contractors and Referral Partner shall be fully responsible for them and indemnify Incognitopros LLC against any claims made by or on behalf of any such employees or contractors.
7. Representations and Warranties.
7.1 Each party hereto represents and warrants that it has full authority to enter into this Agreement and that such action has been duly authorized in accordance with such party's articles of incorporation, by-laws, or other applicable organizational documents and procedures.
7.2 Each party further represents and warrants that the execution, delivery, and performance of this Agreement will not conflict with, result in a breach of, or cause a default under its articles of incorporation, by-laws, partnership or joint venture agreements, or any agreement or instrument to which it is a party or by which it or any of its property is bound, nor will it conflict with or violate any statute, law, rule, regulation, order, decree, or judgment of any court or governmental authority which is binding upon it or its property.
7.3 The individuals executing this Agreement further represent and warrant that they have the full power and authority to bind their respective entities to the terms hereof and have been duly authorized to do so in accordance with such entities' corporate or other organizational documents and procedures.
8.1 Reserved Rights and General Disclaimer. Incognitopros LLC reserves the right: (i) to solicit, contact, and engage any business client, whether or not referred by you and with no obligation to you whatsoever, so long as such business client does not constitute a Lead; and (ii) to engage with other client referral lead providers on a nonexclusive basis. To the maximum extent permitted by applicable law, Incognitopros LLC reserves the right to change or cancel this program at any time, at its sole discretion. Participants agree to abide by these rules and by the decisions of Incognitopros LLC, which are final, binding,, and non-appealable, on all matters. Incognitopros LLC is not responsible for lost, misdirected or delayed referrals.
8.2 Disclaimer of Warranties; Limitation of Liability. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, Incognitopros LLC MAKES NO REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT TO REFERRAL PARTNERS OR ITS LEADS AND EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, Incognitopros LLC SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING: (I) THE AMOUNT OF REVENUE THAT REFERRAL PARTNER MAY RECEIVE UNDER OR IN CONNECTION WITH THIS AGREEMENT; AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT REFERRAL PARTNER MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. Incognitopros LLC WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 Notices. All notices, requests, consents, claims, demands, waivers, summons, and other legal processes, and other similar types of communications hereunder (each, a "Notice") must be in writing and addressed to the relevant party at the address set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section 8.2). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), certified or registered mail (in each case, return receipt requested, postage prepaid), or electronic mail (return receipt requested). A Notice is effective only (i) upon delivery and (ii) if the party giving the Notice has complied with the requirements of this Section 8.2.
8.4 Governing Law. If there is a dispute between Referral Partner and Incognitopros LLC, it will be governed by the laws of the TEXAS, without regard to the conflict of laws provisions of such State. Any legal suit, action or proceeding arising out of or relating to this Agreement must be instituted in the federal courts of the United States of America or the courts of the State of TEXAS, in each case located in TRAVIS, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
8.5 Severability. If any provision of this Agreement is held by a court to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect its intentions, with all other provisions remaining in full force and effect.
8.6 Amendments; Waivers. This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each party. A party’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless agreed to by that party in writing.
8.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
8.8 Assignment. Referral Partner may not assign any rights or obligations under this Agreement without Incognitopros LLC’s prior written consent. This Agreement will inure to the benefit of and be binding upon each of the parties and each of their respective permitted successors and permitted assigns.
8.9 Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
8.10 Survival. All terms of this Agreement which by their nature extend beyond its expiration or termination, including without limitation, the Proprietary Rights provisions hereunder, shall survive the termination of this Agreement.
In the event that Incognitopros LLC accepts a Proposed Lead (each referred to as an “Accepted Lead” hereunder), an Incognitopros LLC team member will facilitate communication with the Accepted Lead.
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Signed by Chinmayi Kulkarni, COO at InvisiblePPC Signed On: July 10, 2022
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Document Name: InvisiblePPC Referral Partner Agreement
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