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A referral partner agreement is a legal agreement entered by two parties for the purposes of referring new business leads and clients in exchange for commissions. The referral partner will agree to refer potential business leads to a company and if the lead produces a sale, the referral partner will then be paid a commission. Referral partner agreements can be complicated because the contract must differentiate between a qualified and unqualified lead. The contract must also define a payout period for completed referrals, include what the commission pay will be, and include terms that are beneficial to both parties.
Below is a list of common sections included in Referral Partner Agreements. These sections are linked to the below sample agreement for you to explore.
This GE Digital Referral Agreement (the “ Agreement ” or “ Referral Agreement ”) is entered into with effect from July 31, 2019 (the “ Effective Date ”) by and between GE Digital LLC, a Delaware limited liability company, with its principal place of business at 2623 Camino Ramon, San Ramon, CA 94583 (“ GED ” or “ GE Digital ”) and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“ Referral Partner ” or “ BHGE ”) (each of GE Digital and Referral Partner , a “ Party ” and together, the “ Parties ”).
WHEREAS, GED provides certain Qualified Products (as defined in Exhibit 1);WHEREAS, Referral Partner has access to potential customers who may benefit from Qualified Products; and
WHEREAS, GED and Referral Partner agree that Referral Partner may refer to GED potential customers for said Qualified Products subject to the terms and conditions of this Agreement.
NOW, THEREFORE, the Parties hereto agree as follows:1. Scope of Relationship . Referral Partner may refer opportunities to GED for Qualified Products and other general commercial offerings, subject to the terms and conditions of this Referral Agreement (including without limitation Section 2 (Deal Registration) below and the commercial terms in Exhibit 1 (Referral Commercial Terms)). Unless otherwise agreed by the Parties, the ultimate sale with the end user customer will be transacted on GED paper directly with the end user customer. This relationship is non-exclusive.
2. Deal Registration . Deal Registration is a process used for GED to evaluate and dispose of opportunities brought to GED by channel partners. GED will approve, decline or request more information for registered opportunities. All deal registrations are executed within the partner portal under the ‘Deal Registration’ section (http://sc.ge.com/*Digital/Alliance_Program_Policies).
All deal registrations need to adhere to GE Digital Deal Registration Guidelines, which are available on the partner portal referenced above. Key points include:
Clear budget, authority, need and timing from end-customer.Referral Partner is expected to regularly update GED on the status of an approved opportunity, once every thirty (30) days at a minimum. If no update is provided for a period of sixty (60) days, GED may close the opportunity if Referral Partner does not provide an update to GED within ten (10) business days following GED’s written request.
Referral Partner may register opportunities for end-customers in any regions where they are contracted to sell.
Except as otherwise set forth in this Agreement, an approved deal registration will be valid for one-hundred-eighty (180) days. During the period in which an
approved deal registration is valid, GED shall not approve the opportunity for, or assign or refer the opportunity to, any other channel partner or other third party.
Any disagreement on the outcome of deal registration will be decided in accordance with the dispute resolution procedures set forth in Section 13 of this Agreement.
After submission of a deal registration, Referral Partner will receive a confirmation email that confirms GED has received and is reviewing the opportunity. GED will conduct a review to determine whether:
The opportunity has been completed with all required information. Another channel partner has already engaged with the opportunity. A direct seller of GED or its Affiliates is already engaged with the opportunity. The opportunity aligns with GED product and sales strategy.GED will respond via email in approximately five (5) business days with a decision to approve, decline, or a request additional information with respect to a deal registration. In any email approving an opportunity, GED will specify the approved opportunity (as approved, “ Registered Opportunity ”).
The terms of Exhibit 1 (Referral Commercial Terms) will additionally apply, and those terms will govern the Registered Opportunity for referral in the event of any conflict with the body of this Agreement.
Termination of Registered Opportunity .Each Registered Opportunity will remain a Registered Opportunity until terminated upon the earliest of the following events:
GE Digital gives written notice to Referral Partner that it withdraws from working on the Registered Opportunity;
GE Digital gives written notice to Referral Partner that the Registered Opportunity has been won and a contract signed with the end-customer, which written notice shall be provided reasonably promptly following the closing of the Registered Opportunity with the end-customer;
both Parties agree in writing to remove the Registered Opportunity;the opportunity has remained an open Registered Opportunity for more than one-hundred-eighty (180) calendar days from the date registration became effective, unless both Parties mutually agree in writing to maintain its status as a Registered Opportunity; or
GE Digital does not contact the applicable end-customer within thirty (30) days following approval of a Registered Opportunity, after which BHGE may provide GE Digital with written notice of its intent to terminate the applicable Registered Opportunity due to such failure to contact the end-customer, which Registered Opportunity shall terminate if GE Digital does not subsequently contact such end-customer within ten (10) business days following receipt of such written notice from BHGE.
From and after the termination of a Registered Opportunity in accordance with this Section 3 (other than pursuant to Section 3(a)(ii)), BHGE may pursue the Registered Opportunity directly or refer it to other third parties and, unless otherwise agreed by the Parties (including with respect to any applicable referral fees), GED shall not pursue the Registered Opportunity or related opportunity with the same end-customer for a period of one-hundred and eighty (180) days.
4. Payment of Referral Fees . Unless otherwise expressly agreed by the Parties, each Party will bear its costs and expenses with respect to the activities contemplated by this Agreement. Referral fees will only be paid to Referral Partner on Concluded Opportunities (defined in Exhibit 1) under the terms of this Referral Agreement, including the terms and conditions of Exhibit 1 (Referral Commercial Terms).
5. Tax . The referral fees shall exclude all Taxes. “ Taxes ” include, but are not limited to, any federal, state, gross receipts, county, provincial, municipal, local, value added, sales, use, goods and services, business, consumption, or other similar applicable taxes. Where appropriate, the Referral Partner shall include a line item for such taxes on all invoices (identifying type and amount thereof), and should the Referral Partner, in accordance with applicable law, bear the responsibility of remitting Taxes on behalf of GE Digital, the Referral Partner will do so in a timely manner. Referral Partner shall ensure that the referral fees are invoiced to GE Digital in accordance with applicable local rules so as to allow GE Digital to reclaim where applicable any such Taxes from the appropriate government authority. Referral Partner shall timely remit to the appropriate governmental authority all such Taxes collected from GE Digital and provide GE Digital, within a reasonable timeframe from payment, the official receipt and/or alternative document issued by governmental authority. Nothing in this Agreement, however, shall require GE Digital to pay any payroll, property, franchise, corporate, partnership, succession, transfer, excise, profits, or income tax solely imposed or assessed on the Referral Partner. In the event, either Party is required by (a) applicable law, (b) government regulation, or (c) any tax authority having jurisdiction over Referral Partner’s activities in connection with this Agreement, to withhold income taxes (“ withholding tax ”) for which either Party is liable, the payor shall deduct such withholding tax from payments and provide payee a valid tax receipt. If Referral Partner is either exempt from such withholding taxes or entitled to a reduced rate of withholding tax as a result of applicable law, tax treaty, or other regime, Referral Partner shall provide to GE Digital a valid tax treaty residency certificate or other applicable tax exemption certificate at a minimum of sixty (60) calendar days prior to payment being due. If GE Digital requires a tax residence certificate from Referral Partner to apply for any exempted or reduced tax, Referral Partner shall submit the appropriate certificate(s) upon request and within a reasonable time frame. Should either Party realize that any Tax included or omitted as a result of the transactions hereunder was made in error, the Parties shall cooperate to resolve such overpayment or underpayment in a manner that is mutually beneficial.
6. Term and Termination of this Referral Agreement .6.1 Term. This Referral Agreement shall be valid for a period of one (1) year starting from the Effective Date. At the end of the first year, this Referral Agreement shall automatically renew for subsequent one (1) year periods unless either Party provides written notice of non-renewal to the other Party at least sixty (60) days’ prior to the end of the then-current year.
6.2 Termination for Convenience. Either Party may terminate this Referral Agreement for convenience upon thirty (30) calendar days’ prior written notice to the other Party.
6.3 Termination. Either Party may terminate this Referral Agreement with immediate effect if (a) the other Party fails to cure a material breach of any term or condition of this Agreement within thirty (30) calendar days of receipt of written notice from the terminating Party specifying such breach or (b) the other Party becomes insolvent, ceases doing business in the regular course, files a petition in bankruptcy or is subject to the filing of an involuntary petition for bankruptcy, which involuntary petition is not dismissed or withdrawn within sixty (60) days following the filing thereof .
6.4 Effect of Termination. Upon termination of this Referral Agreement, each Party shall return to the other Party all Confidential Information (as defined below) of such other Party, or destroy such Confidential Information (and certify as to such destruction), and Referral Partner shall cease to refer opportunities to GED for Qualified Products and other general commercial offerings. The confidentiality obligations referred in Section 7 hereof shall survive any termination or expiration of this Agreement, as will any other provisions that by their terms survive the expiration or termination of this Agreement, including Sections 3(b), 8, 9 and 11 - 18. For the avoidance of doubt, the terms and conditions of this Agreement shall survive with respect to any Registered Opportunities active at the time of expiration or termination of this Agreement and continue until the termination of such Registered Opportunity in accordance with Section 3(a) hereof.
7. Confidential Information . By virtue of this Agreement, each Party (the “ Receiving Party ”) may have access to Confidential Information of the other Party (the “ Disclosing Party ”). “ Confidential Information ” means any proprietary and/or non-public information obtained by the Receiving Party that relates to the past, present or future business activities of the Disclosing Party or its customers, subsidiaries or Affiliates or any of their respective employees, including this Referral Agreement, and any information relating to any of their respective plans, pricing, methods of business, customers, technical information or engineering information, and any information which is by its nature confidential and which is disclosed by the Disclosing Party, or such Party’s (sub)contractor or agent, to the Receiving Party. For the avoidance of doubt, the Receiving Party agrees not to disclose any terms or conditions of this Agreement to any third party (other than its Affiliates, subsidiaries and its and their respective employees, agents and contractors, in each case who are bound by confidentiality obligations) without the prior written consent of the Disclosing Party, except as may be required by applicable law. Confidential Information of a Party shall not include any information that: (a) is or becomes part of the public domain or publicly available through no act or omission of the Receiving Party and through no breach of this Agreement; (b) is known to the Receiving Party at the time of disclosure without an obligation to keep it confidential, as evidenced by documentation in the Receiving Party’s possession at the time of such disclosure; (c) becomes rightfully known to the Receiving Party from another source without restriction on disclosure or use; or (d) the Receiving Party can show is independently developed by the Receiving Party without the use of or any reference to Confidential Information of the Disclosing Party. The Parties agree to hold each other’s Confidential Information in confidence and, unless required by law or expressly set forth in this Section 7, agree not to make each other’s Confidential Information available in any form to any third party for any purpose. Each Party agrees to take all reasonable steps required to ensure that Confidential Information is not disclosed or distributed by its