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Referral Agreement

Media Core New Business Referral Agreement

Effective Date: 9/01/2024

 

KEY PROVISIONS

Referral Payment: Partner will receive a payment of $500 for each successfully signed Media Core project collected by the Partner from new customers acquired on behalf of Media Core.

Commission Calculation: Commissions are based on the total line item amount for Media Core products and services only. The commission will be deducted from what is collected from the customer on behalf of Media Core, with the remaining payment due to Media Core within 60 days after payment is received from the customer. An invoice from Media Core must be submitted to josh@mediacoremarketing.com for processing the payment.

Term: One-time payment per signed deal.

Referral Submission: All referrals must be submitted through the designated Referral Form provided by Media Core.

RECITALS

Media Core is engaged in providing video-based solutions to various organizations. Media Core may engage Partners to make customer referrals. This Agreement provides compensation (“Commissions”) based on Revenue received by Media Core from Qualified Prospects referred by Partner who become customers (“Customers”).

AGREEMENT

Prospect

A Prospect is any business that the Partner has a relationship with and believes would be interested in Media Core. An introduction by the Partner may lead to the Prospect becoming a Customer of Media Core.

Qualified Prospect

Definition: A Qualified Prospect meets the requirements of this Agreement and is confirmed with Media Core. The Partner and Media Core engage with the Prospect regarding the Solutions.

Exclusions: A Prospect is not a Qualified Prospect if:

  • The person or entity is a current Customer of Media Core or has engaged Media Core in the prior 12 months.
  • The Prospect is a Qualified Prospect of another Media Core Partner.
  • Media Core or another Partner is already in discussions with the Prospect.
  • A Lead Registration Form or other method has previously been submitted for the Prospect by a third party.

Customer

A Customer is a Qualified Prospect from which Media Core has received and accepted an order to provide its Solutions. Media Core has the right to accept or refuse orders from any Prospect or Customer. Partner will not receive Commissions for orders rejected by Media Core.

Identification and Introduction

Process:

  • Partner must submit the Prospect via the designated Referral Form.
  • Media Core approves or denies the Prospect as a Qualified Prospect within 14 days.
  • Partner introduces the Qualified Prospect to the Solutions within 14 days of approval.

Information and Confidentiality

Each Party agrees to hold the other’s Confidential Information in strict confidence and not to divulge it to any third party, except as necessary to carry out the terms of this Agreement or as required by law.

Referral Commissions

Commission Payments: Partner will pay Media Core the Revenue minus Commissions for each Customer referred.

Commission Procedure: Payment is due within 60 days of receiving an invoice from Media Core following Customer payment. The Partner will provide a statement reflecting the Commission calculation.

General Terms: Media Core will submit a completed W-9 form to the Partner before payment. The Partner has no liability to Media Core without a fully executed email delivery.

Media Core Duties and Representations

Compliance: Media Core will comply with all relevant laws.

Conduct: Media Core will not misrepresent its relationship with the Partner or engage in unethical practices.

Competing Products: Media Core will promote the Partner’s Solutions equitably and will not disparage the Partner.

Partner Duties and Representations

Support: The Partner may provide information and support to assist Media Core.

Compliance: The Partner represents that its execution of this Agreement does not violate any existing contracts.

Intellectual Property (“IP”)

Each Party retains all rights to its documentation, materials, and Confidential Information. Feedback provided by either Party may be used by the other Party without obligation.

Independent Contractor

Media Core is an independent contractor and not an employee of the Partner. Media Core is responsible for its own taxes and indemnifies the Partner from any related liabilities.

Termination

Term: The Agreement is effective for 12 months and automatically renews unless terminated.

Termination at Will: Either Party may terminate with three days’ notice within the first year.

Termination for Cause: Immediate termination is possible for material breaches or other specified reasons.

Indemnification

Each Party agrees to indemnify the other for breaches of the Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the Parties and may only be modified in writing.

Applicable Law; Jurisdiction

This Agreement is governed by the laws of the State of Minnesota. The Parties consent to the jurisdiction of courts located within Hennepin County, Minnesota.

Waiver of Jury Trial

The Parties waive any right to a jury trial for claims arising out of this Agreement.

Notice

Notices are deemed given when sent by email to the addresses provided by the Parties.

Severability

If any provision is invalid, the remainder of the Agreement remains in effect.

Assignment

Neither Party may assign its rights or obligations without the other’s consent.

Counterparts

This Agreement may be executed in counterparts, each constituting a single document. Delivery by electronic transmission is effective.