Referral Agreement
THIS AGREEMENT is made and entered into by and between Print Solutions Group LLC d/b/a Plastic Resource (“PRI”) a Minnesota Limited Liability Company having its principal place of business at 7887 95th St S, Cottage Grove, MN 55016 and the company, individual and/or entity registered on PRI’s website as a Referral Program user (“Referrer”).
WHEREAS, PRI is in the business of manufacturing gift, loyalty, membership and other stored value cards (“Services”).
WHEREAS, Referrer desires to become a limited agent of PRI to refer and forward potential customers of PRI’s Services; and
WHEREAS, PRI desires to authorize and appoint Referrer to refer and forward to PRI potential customers of PRI’s Services subject to the terms and conditions of this Agreement.
In consideration of the mutual promises and covenants contained in this Agreement, PRI and Referrer agree as follows:
1. Agency.
1.1 The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this Agreement and at no time may the Referrer position itself as affiliated to PRI, except as an independent referrer or independent sales agent. In view of this independent relationship the Referrer shall not enter into any agreements on behalf of PRI, shall make no warranty either expressed or implied on behalf of PRI and shall not incur any expenses on behalf of PRI.
PRI appoints Referrer as an authorized Referrer for purposes of forwarding and referring to PRI potential customers of its Services. Such referral authorization is limited to the geographic areas where PRI has the ability to provide the Services.
1.2 Referrer has no authority, without the prior written consent of PRI, to bind PRI to any contract, representation, understanding, act or deed concerning PRI, the Services, or any other service or product offered by PRI that is outside the scope of this Agreement. Referrer shall make no representations or warranties concerning the Services or Referrer’s agency relationship with PRI, unless such warranty or representation is authorized in writing by PRI. In addition, Referrer shall not make any representations or warranties concerning prices, terms or delivery, performance of the Services, terms of payment, or conditions of sales except to the extent such representations are authorized in writing by PRI.
1.3 This Agreement does not grant exclusive rights to the Referrer to act as referrer on behalf of PRI and the Referrer shall have no rights under any other agreements entered into by PRI with other Referrers. PRI may appoint other Referrers and sales representatives for the Services within any territory that Referrer does business.
1.4 This appointment shall not establish or, be interpreted as establishing an Agentship, joint venture, franchise, or other agency relationship beyond those functions and responsibilities as set forth in this Agreement.
2. Eligibility to Receive Referral Fees
2.1 So long as this Agreement is in effect, Referrer may receive from PRI a “Referral Fee” for a customer referred by Referrer to PRI that purchases PRI Services within 6 months of being referred by Referrer “Referred Customer”. In order for Referrer to receive the Referral Fee,
1. Referrer must register on PRI’s website as a Referral Program user
2. The Referred Customer must not already be a PRI customer or an Active Lead/Prospect (defined below) and must not have already (previously) been referred by another Referrer partner.
A PRI “Active Lead/Prospect" shall mean any organization which is already in PRI’s prospect spreadsheet/database and has been contacted in the last 3 months by a PRI sales representative or has independently contacted PRI and has indicated a desire to learn more about PRI in preparation for a purchase decision.
3. Remuneration.
3.1 The Referral Fee shall be calculated as ten percent (10%) of the net receipts sold by PRI as a direct result of a referral. In addition, PRI will pay an additional Referral Fee calculated as ten percent (10%) of net receipts on all additional net receipts sold by PRI as a direct result of the initial referral until such time as this Agreement is terminated. Net receipts is defined as gross billings minus any account receivable write-offs, taxes, transportations costs, refunds to the customer, payments not honored by a financial institution, as well as reimbursement payments for expenses incurred by PRI on behalf of the Referred Customer. Subsequent sales of goods or services sold to the Referred Customer 6 months or more after the date of referral shall not be subject to a referral fee except where such subsequent purchase is the direct result of a new referral.
3.2 PRI shall be obligated to pay the Referral Fee to Referrer for a specific Referred Customer if, and only if, the following conditions are satisfied:
3.2.1 The Services have been paid for. As defined below, referral fees will be paid quarterly.
3.2.2 The Service or Services ordered by Referred Customer have been completed, and accepted by the Referred Customer.
3.2.3 The referral meets the qualifications of Section Three
3.3 Referral Fee payments will be made in accordance with Minnesota State and Federal payroll tax guidelines for an independent contractor. Sales referral partners will receive a 1099 tax form at the end of each year. Referrer shall bear sole responsibility for payment of taxes owed by Referrer on the Referral Fees.
3.4 Referral fee will be paid via check at the end of each fiscal quarter and Referrer will be provided a list of Referred Customers and their corresponding Referral Fees.
3.5 In the event that the Referred Customer was referred to PRI from more than one authorized PRI Referrer, PRI will pay the Referral Fee to the Referrer who met the Referral Eligibility Requirements of Section 2.
4. Confidentiality and Customer Ownership.
4.1 All documents, data files, information and other materials made available to Referrer in connection with this Agreement, including without limitation all information regarding services, PRI customers (including those customers and potential customers referred to PRI by Referrer), marketing data, business plans, and technical information (collectively “Confidential Information”) shall be deemed to have been furnished to Referrer in confidence and shall remain the exclusive property of PRI both during the term of this Agreement and after this Agreement is terminated or expired. Referrer shall treat as trade secrets and keep in strict confidence all Confidential Information it acquires from PRI at any time or develops for or on behalf of PRI, and Referrer will not at any time during the terms of this Agreement or thereafter use such Confidential Information for its own benefit or disclose or permit any of its employees, agents, or representatives to disclose such Confidential Information to any person or entity without a written consent from PRI.
4.2 PRI shall retain full ownership of all Referred Customers that Referrer refers to PRI under this Agreement, including all information relating to such Referred Customers.
5. Intellectual Property.
5.1 Referrer agrees that PRI retains ownership rights in and to certain intellectual property, including without limitation any PRI trademark, service mark, trade dress, advertising, any associated goodwill, whether presently existing or later developed (collectively “Intellectual Property”). Referrer agrees to sign any document as reasonably required to effect recording or protection of any such property.
5.2 If approved in writing by PRI, Referrer may use advertising that is associated with any Intellectual Property. Referrer may use such advertising materials only upon the terms and conditions stated by PRI from time to time. Referrer may not modify or delete any Intellectual Property it uses without the written consent of PRI.
6. Term and Termination.
6.1 The term of this Agreement shall begin upon Referrer registering on PRI’s website as a Referral Program user.
At any time, either party may terminate this Agreement upon providing the other party thirty (30) days written notice. Upon termination by either party all outstanding referral fees due to the Agent at that time shall be settled in full within thirty (30) days.
6.2 PRI shall be responsible for paying any and all Referral Fees owed to Referrer under this Agreement only for those Referred Customers that are referred to PRI before the effective termination date of this Agreement. Remuneration claims are waived unless made in writing to PRI within sixty (60) days of which such remuneration would have been payable.
6.3 The provisions of Sections 4 and 5 shall survive termination of this Agreement.
7. Miscellaneous.
7.1 Unless PRI notifies Referrer otherwise, PRI disclaims all warranties with regard to services rendered under this Agreement, including all implied warranties of merchantability and fitness for a particular purpose. Referrer shall extend no warranties or guarantees without the pre-approval of PRI, orally or in writing, in the name of PRI or which would bind PRI with respect to the performance, design, quality, merchantability, or fitness for a particular purpose of the Service. Neither PRI nor its affiliates, subsidiaries, suppliers, or parent corporations shall be liable to Referrer or any third party for special, consequential, incidental, indirect, tort or cover damages, including, without limitation, damages resulting from the use or inability to use the services, delay of delivery and implementation, or loss of profits, data, business or goodwill, whether or not such party has been advised or is aware of the possibility of such damages. PRI’s liability for all claims of any kind arising out of or relating to this Agreement shall be limited solely to money damages and shall not exceed the amount of Referral Fees due Referrer.
7.2 Either party shall not be liable for, and is excused from, any failure to perform or delay in the performance of its obligations under this Agreement due to causes beyond its control, including without limitation, interruptions of power or telecommunications services, failure or its suppliers or subcontractors, acts or nature, governmental actions, fire, flood, natural disaster or labor dispute. No failure of either party to pursue any remedy resulting from a breach in this Agreement by the other party shall be construed as a waiver of that breach, nor as a waiver of any subsequent or other breach or relinquishment of any rights hereunder unless such waiver is signed and in writing.
7.3 In the event any provision of this Agreement shall be invalid, illegal or unenforceable in any respect, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected of impaired by such provision in any way.
7.4 This Agreement shall not be assigned by Referrer, in whole or in part, without the express written consent of PRI.
7.5 This Agreement shall be construed in accordance with the laws of the state of Minnesota, and shall be treated as a state of Minnesota contract.
7.6 This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either of the parties. In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and other costs and expenses incurred in resolving such dispute.
7.7 All notices required under this Agreement shall be directed to PRI’s principal place of business indicated above.
This Agreement constitutes the whole agreement between the parties and supersedes and cancels any and all previous agreements, understandings or negotiations, whether oral or written, between the Parties relating to the subject matter of this Agreement. Any alteration to this Agreement must be in writing and signed by both parties.