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Referral Agreement

This Referral Agreement (this “Agreement”) is entered into as of [_Today’s date] (the “Effective Date”), by and between [__referrer] (“Service Provider”) and [__referree] (“Referrer”).


   1.           Referral Services. Subject to the terms and conditions hereof, during the Term (as defined below), Referrer shall introduce Service Provider, on a non-exclusive basis, to such potential clients of Service Provider’s services (“Potential Clients”), as mutually agreed upon between the parties from time to time in a statement of work in the form attached hereto as Exhibit A (each a “SOW”) (collectively, “Referral Services”).


   2.           Clients. Referrer acknowledges that nothing in this Agreement shall be construed to prevent Service Provider from, directly or indirectly, seeking Potential Clients on its own or through the efforts of others. Service Provider shall promptly notify Referrer in the event it enters into any Qualified Agreement (as defined in the applicable SOW) with any Actual Client (as defined in the applicable SOW) hereunder.


   3.           Consideration. Subject to the terms and conditions hereof, Service Provider shall make payment to Referrer of the Fees set forth in the applicable SOW. The Fees shall be the sole and complete compensation to which Referrer shall be entitled in connection with the provision of any and all services to Service Provider hereunder. Any and all expenses or charges incurred by Referrer in connection with its activities hereunder shall be borne exclusively by the Referrer. Payment of any compensation hereunder shall be subject to Service Provider’s receipt of a duly issued and undisputed invoice from Referrer. Any and all Fees payable hereunder include any and all taxes, governmental charges and any VAT payable in connection therewith.


   4.           Term; Termination.


4.1.    The term of this Agreement will commence on the Effective Date and continue in full force and effect for a period of twelve (12) months (“Initial Term”). Following the Initial Term, this Agreement shall automatically renew for additional twelve (12) month terms (each a “Renewal Term”), provided however, that either party may terminate this Agreement by providing a written notice of no less than thirty (30) days prior to the relevant term. The Initial Term and Renewal Term shall jointly be referred to as “Term”.


4.2.    Either party may terminate this without cause and without liability, by providing thirty (30) days prior written notice to the other party. Notwithstanding the above, in the case of breach by either party, the other party may terminate this agreement at any time by providing seven (7) days prior written notice to the breaching party. Any termination or expiration of this Agreement shall not affect any Fees payable to Referrer hereunder in accordance with Section 3 above. Notwithstanding the foregoing, in the event of termination by Service Provider for any breach hereof by Referrer, Referrer shall not be entitled to receive any Fees hereunder in respect of any Qualified Agreement with an Actual Client entered into following the date of such termination.


   5.           Miscellaneous. This Agreement constitutes the entire agreement between the parties regarding the subject hereof and supersedes all other agreements, understandings and communications, whether written or oral. All modifications, waivers and amendments of this Agreement must be in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, such provision shall be interpreted to give maximum effect to its terms as possible under law, and the remaining provisions hereof shall be unaffected and continue in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between the parties. Neither party may assign or delegate, any of its right or obligations under this Agreement without the prior written consent of the other party.


IN WITNESS WHEREOF, the parties have signed this Agreement as of the Effective Date.