SimplicityDX Referral Agreement

Last updated:

May 14th 2024

THIS REFERRAL FEE AGREEMENT (Hereinafter "Agreement") is entered into on _________ by and between:

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SimplicityDX, Inc

202 Washington St

Brookline, MA 02445

(Hereinafter "SDX")

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And

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Name:

Company:

Address:

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(Hereinafter "Agent")

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SDX and Agent do hereby agree to abide by the terms set out in this Agreement. The terms of this Agreement are as follows:

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1. Duties:

The SDX appoints the Agent for the following purposes: Referring Clients to SimplicityDX’s service offerings.

Agent shall lack authority to bind SDX to any agreement or contract unless Agent obtains written consent from the SDX.

2. Independent Contractor:

This Agreement will not render the Agent an employee or partner with SDX for any purpose. The Agent is and will remain an independent contractor in its relationship to SDX. SDX will not be responsible for withholding taxes with respect to the Agent's compensation hereunder. The Agent will have no claim against the SDX for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

3. Marketing Claims:

Each party grants the other party a non-exclusive, non-transferable, non-sublicensable license to use and display its trademarks, service marks and logos (collectively, “Trademarks”) during the term of this Agreement solely as described herein or as expressly authorized in writing (including via electronic mail). Neither party shall modify the other party’s Trademarks and each party shall comply with all reasonable guidelines that the other party provides for its Trademarks. Except for the license set forth in this Section, neither party has any right, title or interest in any of the other party’s Trademarks. The foregoing license shall automatically terminate upon termination of this Agreement. The parties agree to obtain prior approval from each other with respect to any marketing initiatives in which either party’s Trademarks are utilized. A party shall not make any claims, representations or warranties with respect to the other party’s services unless such claims, representations or warranties are provided by the other party or otherwise authorized in writing (including via electronic mail) by the other party.

4. Compensation and Restrictions:

It is understood that Agent and SDX seek to make introductions when possible to expand opportunities for each other. Introductions must be provided in writing. If the lead is accepted by SDX and the referred party enters into a servicing agreement within one hundred eighty (180) days of initial referral, Agent shall be entitled to receive 10% of the initial contract’s first-year value collected from the referred customer, less any refunds, bad debts, chargebacks or similar fees (“Referral Fees”). Referral fees will be paid only once the referred customer has paid, and then within thirty (30) days after the end of each quarter. SDX will provide Agent with a statement detailing the amount of referral fees payable for each quarter and concurrently submit the applicable amount payable.

5. Term:

Either party may terminate this Agreement by giving the other party 30 days’ prior written notice. However, monies due under this Agreement for the full duration of the one year period will still be due and payable.

6. Confidentiality:

The parties acknowledge and agree that each party (a “receiving party”) may have access to confidential or proprietary information (“Confidential Information”) of the other party. Each party agrees to take all reasonable measures to maintain in confidence Confidential Information received from the other party (the “disclosing party”) and that it shall not, during the term of this Agreement and thereafter, use (except as permitted hereunder) or disclose any Confidential Information received from the disclosing party, unless such Confidential Information (i) was known to the receiving party prior to the date of disclosure, (ii) becomes publicly available without breach of this Agreement, (iii) becomes known to the receiving party after rightful disclosure from a third party not under an obligation of confidentiality to the disclosing party or (iv) is independently developed by the receiving party by employees or others who did not have any access to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession created in the ordinary course of business. Except to the extent necessary under applicable law, neither party shall publicly announce the relationship contemplated in this Agreement, in a press release or other form of publicity, without the prior written approval of the other party.

7. Exclusions:

Excluded from this Agreement are all other existing written agreements at the time of the execution of this Agreement with other Agents.

10. Entire Agreement: This Agreement sets forth the understanding between the parties relating to the subject matter and replaces all prior discussions between the parties. No modification to this Agreement will be effective unless in writing signed by the party to be changed. Any subsequent change or changes in the Agent's duties or commission will not affect the validity of this Agreement.

8. Attorney Fees:

In the event that this Agreement becomes subject to litigation between the parties, the prevailing party will be entitled to an award of attorney's fees, costs, and the prevailing statutory interest from the other party.

9. Amendment Of Agreement:

Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by both parties.