For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them herein.

“Referral” shall mean the bona fide introduction of a potential customer or client by Referrer to Recipient, made in accordance with the process specified in this Agreement, which results in a Completed Transaction.

“Completed Transaction” shall mean a transaction entered into between Recipient and a Referred Customer, directly resulting from a Referral, under which Recipient receives payment for the provision of its products or services.

“Referral Fee” shall mean the compensation payable to Referrer by Recipient, as specified under Section [Referral Fee and Payment Terms], in respect of a Completed Transaction.

“Confidential Information” refers to any and all information, in any medium, that is disclosed by one party to the other in connection with this Agreement that is identified as confidential or that a reasonable person would deem confidential under the circumstances.

“Referred Customer” means any third party introduced to Recipient by Referrer in accordance with the terms of this Agreement, and who was not an existing customer of Recipient prior to such introduction.

Words importing the singular shall include the plural and vice versa. The headings used in this Agreement are for reference only and do not affect interpretation. References to persons include individuals, corporations, and unincorporated associations. Any phrase introduced by the words “including,” “includes,” or “in particular,” shall be illustrative and shall not limit the generality of the related words.

Recipient hereby appoints Referrer, and Referrer accepts such appointment, to act as a non-exclusive referrer for the purposes of introducing potential customers to Recipient, subject to the terms and conditions of this Agreement.

Referrer shall have no authority to bind Recipient in any manner, represent itself as an agent or legal representative of Recipient, or incur any liability or obligation on behalf of Recipient.

The scope of the referral services to be provided by Referrer shall be limited to the identification and referral of potential customers who may have an interest in Recipient’s products or services as described in [insert description or placeholder for products/services].

Recipient may, at its sole discretion, accept or reject any Referral made by Referrer, and nothing in this Agreement shall obligate Recipient to enter into any agreement or transaction with a Referred Customer.

Referrer may provide referral services to other entities, provided that such activities do not conflict with its obligations under this Agreement or result in a breach of confidentiality or intellectual property rights.

Recipient reserves the right to modify the scope of the services or products covered under this Agreement by providing [number] days’ prior written notice to Referrer.

The relationship established by this Agreement is non-exclusive, and either party is free to enter into similar agreements with other parties, subject to the confidentiality and non-circumvention provisions herein.

Referrer shall use its best efforts to identify and refer potential customers who, in Referrer’s reasonable judgment, are likely to have an interest in Recipient’s products or services.

Referrer shall promptly communicate all Referrals to Recipient in writing, including all information reasonably requested by Recipient to evaluate the opportunity.

Referrer shall not make any representations or warranties concerning Recipient or its products or services other than those expressly authorized in writing by Recipient.

Referrer shall comply with all applicable laws, regulations, and Recipient’s reasonable instructions in performing its obligations under this Agreement.

Referrer shall not engage in any misleading, deceptive, or unethical practices that may be detrimental to Recipient’s reputation or business interests.

Referrer shall promptly disclose to Recipient any actual or potential conflicts of interest that may arise in connection with its performance of this Agreement.

Referrer shall ensure that its personnel and representatives involved in the referral process are adequately trained and informed regarding the terms of this Agreement and Recipient’s offerings.

Recipient shall provide Referrer with all reasonable information, materials, and support necessary to enable Referrer to perform its referral obligations hereunder.

Recipient shall promptly notify Referrer of its acceptance or rejection of any Referral and keep Referrer reasonably informed of the status of any potential transaction with a Referred Customer.

Recipient shall conduct all negotiations and engagements with Referred Customers directly and shall have sole discretion with respect to the terms and conditions of any agreement entered into with such customers.

Recipient shall pay to Referrer the Referral Fee in accordance with the terms set forth in this Agreement, subject to the completion of a Completed Transaction.

Recipient shall maintain accurate records relating to Referrals and Completed Transactions and shall provide Referrer with access to such records upon reasonable request for the purpose of verifying Referral Fee calculations.

Recipient shall not, without Referrer’s prior written consent, disclose the fact or terms of this Agreement to any third party, except as required by law or as necessary to enforce its rights hereunder.

Recipient shall use commercially reasonable efforts to protect the reputation and goodwill of Referrer in connection with the performance of this Agreement.

Recipient agrees to pay Referrer a Referral Fee equal to [percentage or fixed amount] of the Net Revenue actually received by Recipient from each Completed Transaction resulting directly from a Referral made by Referrer.

Referral Fees shall become due and payable within [number] days following receipt of payment by Recipient from the Referred Customer for the applicable Completed Transaction.

All payments of Referral Fees shall be made in [currency] by wire transfer or such other method as may be mutually agreed in writing.

In the event that a Referred Customer enters into multiple transactions with Recipient, Referral Fees shall be payable only in respect of those transactions occurring within [number] months of the initial referral, unless otherwise agreed in writing.

Recipient shall provide Referrer with a detailed statement setting forth the calculation of Referral Fees for each applicable period, together with payment of the corresponding amount.

Recipient may withhold any taxes required to be deducted at source by applicable law, provided that it furnishes Referrer with evidence of such deductions.