Referral Agreement

BY CLICKING “I have read and agree to the terms & conditions” YOU ARE REPRESENTING THAT (1) YOU HAVE SUBMITTED TRUE AND COMPLETE INFORMATION IN CONNECTION WITH YOUR APPLICATION AND (2) YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF OR THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT WISH TO ENTER INTO THIS AGREEMENT ON YOUR OWN BEHALF, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN, YOU WILL NOT BE ELIGIBLE FOR PARTICIPATION IN THE ORDERLOGIX REFERRAL PROGRAM.

OrderLogix Referral Program Agreement

The following terms and conditions are made part of the OrderLogix Referral Program Agreement (the “Agreement”): For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT SUBJECT TO APPROVAL.
The effectiveness of this Agreement is subject to OrderLogix’s approval in writing (via mail, fax or e-mail) of Your application for participation in the OrderLogix Referral Program (“Approval”), and this Agreement shall commence on the date of the Approval (“Effective Date”). OrderLogix may reject or decline to accept your application for any or no reason at its sole discretion. OrderLogix may conduct background checks and other screening measures of any sort in connection with your application. If OrderLogix approves your application, you may refer sales prospects to OrderLogix during the term of this Agreement and in accordance with all terms and conditions of this Agreement.
SCOPE OF AGREEMENT

2.1 You (“Referrer”) and OrderLogix agree that a referral agreement can benefit both parties given that your existing and future clients may have a need for part or all of OrderLogix’ suite of solutions. The purpose of this agreement is to define what a referral means and what the financial obligation for the referral.

2.2 INDEPENDENT CONTRACTOR

The relationship of Company and Referrerr established by the Agreement is that of independent contractors, and nothing contained in the Agreement shall create or be construed to create any partnership, joint venture, agency, franchise, sales representative, employment or fiduciary relationship between the Parties. Except as otherwise provided in the Agreement, neither Party shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other Party.

OrderLogix shall assume the responsibility for the sale of its software and services to a given prospect and shall bear all costs thereof.

3. REFERRALS

3.1 SUBMISSION OF REFERRAL PROSPECT

You shall identify each potential customer (“Referral Prospect”) and relevant commercial conditions relating to such Referral Prospect in an OrderLogix Prospect Form (“OPF”), a standard form generated by OrderLogix (and available online via a link provided to You by OrderLogix), or via some other method at OrderLogix’s option. At OrderLogix’s request, you shall (a) supply any additional information reasonably requested by OrderLogix, (b) discuss each completed OPF in detail with OrderLogix, and (c) assist OrderLogix in making contact with the Referral Prospect by arranging an introduction, meeting, conference call or other means of communication with the Referral Prospect.

3.2 ACCEPTANCE OF LEADS

Within a reasonable period of time following your submission of an OPF, OrderLogix shall review the OPF to determine whether to accept the Referral Prospect as commissionable under Section 4.1 below, or to reject the Referral Prospect pursuant to this Section 3.3 and OrderLogix will provide you with a written (including e-mail) notification of its acceptance or rejection of a Proposed Lead (“Referral Confirmation”).

3.3 OrderLogix will be under no obligation to accept any OPF submitted by you and OrderLogix may reject or decline to accept OPFs for any or no reason at its sole discretion, including, without limitation, because:

3.3.1 the Referral Prospect was an existing customer of OrderLogix’s at the time of submission of the OPF.

3.3.2 OrderLogix was already involved in preliminary or advanced discussions relating to the sale of a subscription to the Referral Prospect at the time of submission of the OPF;

3.3.3 an OPF (or similar document) has previously been submitted to OrderLogix by You or any third party with respect to the Proposed Lead;

3.3.4 the Referral Prospect (a) does not meet OrderLogix’s credit requirements, (b) is on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction, or (c) is located in a country that is subject to a United States trade embargo or that is deemed a terrorist supporting country by the United States Government; or Referral Agreement.

3.3.5 the Proposed Lead is located outside the Territory, or is located in an area in which OrderLogix has an exclusive arrangement for the sale of Products or which OrderLogix is otherwise prohibited by agreement from accepting.

3.4 PURSUIT OF LEADS BY ORDERLOGIX

The method of contacting and following up with Proposed Leads will be determined in Orderlogix’s sole discretion; provided, however, that you shall actively support OrderLogix in the sales process with Referral Prospect when requested by OrderLogix. OrderLogix shall have sole discretion to refuse to offer any Products to any third party without liability to you.

4. REFERRAL FEES

4.1 When a referral given by you becomes a paying customer of OrderLogix, OrderLogix will be obligated to pay a referral fee according to the terms below.

A one-time fee equal to $1,000.00 regardless of OrderLogix Edition.

Fee is paid after the first two months of the subscription are paid by the new customer.

4.2 NO OTHER PAYMENTS

Except as expressly provided in this Section, you are not entitled to any fees, reimbursements or other payments.

5. NONEXCLUSIVE AGREEMENT

Each party acknowledges and agrees that this Agreement does not create an exclusive agreement between the parties. Each party shall have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products.

6. TERM AND TERMINATION

6.1 TERM

This Agreement shall commence on the Effective Date and shall continue in effect until terminated. This Agreement may be terminated by either party for any or no reason upon providing written notice to the other party thirty (30) days prior to the desired termination date (or with such minimum advance notice as required by mandatory applicable law). Neither party shall have any expectation as to the minimum term of this Agreement.

6.2 Notwithstanding anything to the contrary contained herein, this Agreement may be terminated in accordance with the following:

6.2.1 By either party upon giving the other thirty (30) days’ prior notice by email.

6.2.2 By either party if the other party becomes insolvent, makes any assignment for the benefit of its creditors, goes into liquidation or has a receiver or a trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of or has a proceeding instituted against it, under the bankruptcy code, or any similar statute.

6.2.3 By either party upon material breach of this Agreement by the other party, if the party in breach fails to cure such breach within seven (7) days of (Referrer)receiving an email notice from the other party.

6.3.4 Upon the expiration or termination of this Agreement, the parties shall continue to participate in accordance with the terms hereof with respect to any prospect accepted by either party during the term of this Agreement.

CONFIDENTIALITY

7.1 Each party acknowledges that it may obtain certain valuable information regarding the business of the other party during the course of this Agreement, including business plans, pricing and marketing and sales strategies, and other materials and information regarding the other party’s business operations (the “Proprietary Information”).

7.2 Each party shall at all times keep and maintain the confidentiality of all Proprietary Information, and shall not use or reproduce the Proprietary Information except for the purposes provided herein and shall not disclose any Proprietary Information to any third party. Each party shall inform its employees, agents and subcontractors of the nondisclosure requirements set forth in this Agreement and, upon the reasonable request of the other party shall obtain from each employee and other person that has access to the other party’s Confidential Information a written agreement to abide by the nondisclosure requirements of this Agreement.

7.3 The provisions of this Section will survive the termination of this Agreement or any sale and/or license created hereunder.

LIMITATION OF LIABILITY

NOTWITHSTANDING THE FORM (e.g., CONTRACT, NEGLIGENCE OR OTHER) IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST EITHER PARTY HEREUNDER NEITHER PARTY SHALL BE LIABLE FOR ANY DAMAGES, LOSS OF PROFIT, GOODWILL OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY.

MISCELLANEOUS TERMS AND CONDITIONS

Neither party shall assign, transfer nor otherwise dispose of any rights or delegate any obligations under this Agreement without the prior written consent of the other party except, however, in connection with the sale of all, or substantially all of its assets or stock to a third party who is not a direct competitor of the other party hereto.

This Agreement shall inure to the benefit of and be binding upon each party and their respective successors and permitted assigns.

This Agreement constitutes the full complete understanding and agreement of the parties and supersedes all prior negotiations, understandings, and agreements pertaining to the subject matter hereof. Except as expressly stated in this Agreement, any waiver, modification or amendment of any provision of this Agreement will be effective only if in form of a written amendment to this Agreement and signed by both parties.

Notices to OrderLogix shall be directed to the “President”. All notices given shall be sent to the address noted below and will be effective when received. The parties may change their respective addresses by written notice to the other party, sent as provided in this Section 10.4. All notices must be in writing.

Any delay or omission or failure to exercise any right or remedy provided for herein will be deemed to be a waiver thereof and any single or partial exercise of any such right or remedy, power or privilege will not preclude any later exercise thereof.

In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable under present or future laws, then such provision will be fully severable, and this Agreement will be construed and enforced as if such invalid, illegal or unenforceable provision were not a part hereof.

This Agreement shall be governed by the laws of the State of Maine. Any dispute arising under this Agreement shall be adjudicated within the State of Maine.

The headings of Sections herein are for convenience only and will not be deemed to affect in any way the scope, intent or meaning of the provision to which they refer.

AGREEMENT ACCEPTANCE

Entire Agreement. The provisions of the Agreement, including any Exhibits thereto which are hereby incorporated by reference, constitute the entire agreement between the Parties with respect to the subject matter hereof, and the Agreement supersedes all prior agreements or representations, oral or written, regarding such subject matter. The Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each Party.