Rendyn™ Referral Agreement Contract

IN CONSIDERATION OF the mutual promises and covenants hereinafter contained and other good and valuable consideration, the receipt of which is hereby acknowledged the parties here to agree as follows:

1. Referrals

  A. Subject to the terms and conditions of the Agreement, Rendyn™ LLC may from time to time submit & refer potential customers to “Your company”. Rendyn™ LLC, shall give notice to any and all referrals submitted via email provided by “Your company.”

  B. “Your company”, in its sole discretion, shall have the option to enter into, or decline to enter into, an agreement with any potential customer referred to “Your company” by Rendyn™ LLC. In the event “Your Company” declines, for any reason, to not enter into an agreement with any potential customer, “Your company” shall have still have an obligation to Rendyn™ LLC under this agreement or otherwise with respect to such potential customer.

  C. In the event a referral of a potential customer is disputed among one or more referrals, finders or other persons, “Your Company” alone shall determine which party, based solely upon who first provided it with written or emailed notice of such potential customer, is entitled to a fee, if any, with respect to such potential customer.

2. Compensation & Penalties

  A. Rendyn™ LLC shall be entitled to a minimum of $39.00 per Referral Lead given to “Your Company” to which was a referral lead given to “Your Company” from Rendyn™LLC.

  B. “Your Company” shall pay to Rendyn™ LLC the total entitled amount due for each referral lead given to “Your Company” by Rendyn™ LLC within 1-3 business days upon receiving Invoice for referrals given to “Your Company” as stated in section 2:A . Rendyn™ LLC shall not be entitled to any payment from “Your Company” except as specifically provided herein.

  C. “Your Company” shall pay a $250.00 Penalty Fee on top of the minimum $39.00 per referral lead given to “Your Company” as stated in section 2:A if Rendyn™ LLC confirms that “Your Company” has not paid out the Entitled Compensation as put forth in section 2:B or has not paid an invoice from services rendered for referral leads sent to “Your Company” by Rendyn™ LLC. 

  D. Rendyn™ LLC shall terminate this contract with “Your Company” if the full Entitled Compensation as put forth in both sections 2:A-B has not been fullfilled and paid within 48hrs of Rendyn™ LLC having been notified of the non-payment. 

3. Term and Termination

  A. The initial term of this agreement shall be one (1) year from the effective date and shall be renewed thereafter automatically on a (1) year basis, unless sooner terminated as hereinafter provided, subject to and upon the conditions specified herein.

  B. Either party may terminate this agreement at any time upon ten (10) days prior written notice to the other party. Upon termination of the agreement, a list shall be prepared of all pending unfinished business involving any customers or potential customers introduced by Rendyn™ LLC (which list shall be agreed to and signed by both parties hereto and shall control any and all claims for referral fees after termination of this agreement); provided, however, Rendyn™ LLC shall cease to be entitled to any referral fees due to it as of the date of termination if this agreement is terminated by “Your Company” for cause as hereinafter defined. As used herein, “cause” shall mean any breach of sections 4.1, 8.3 or 8.4 of this agreement by Rendyn™ LLC. In no event shall the above referenced list include any parties that were not identifies to “Your Company” by referral as potential customers in writing prior to giving the termination notice.

4. Acting as an Online Referral Exchange Market Only: Non-Exclusivity

A. It is understood that Rendyn LLC is acting as an online referral network only and shall have no authority to enter into any agreements, obligations or commitments on “Your Company” behalf, or to negotiate the terms of potential customers’ agreements with “Your Company”. Rendyn™ LLC hereby agrees to indemnify, defend, and hold “Your Company” harmless and from any claims, actions, lawsuits, damages, awards or judgments arising out of any such agreements, obligations, or commitments undertaken by Rendyn™ LLC or the breach thereof.

  B. Rendyn™ LLC acknowledges that “Your Company” may enter into referral agreements or similar arrangements with other parties and that Rendyn™ LLC shall have no rights under such agreements or to any fees for customers referred to “Your Company” by others or identified by “Your Company” itself.

5. Relationship

  A. Rendyn™ LLC and “Your Company” expressly intending that no employment, partnership, or joint venture relationship is created by this agreement, hereby agrees as follow: (i) Neither Rendyn™ LLC nor anyone employed by or acting for or on behalf of Rendyn™ LLC shall ever be construed as an employee of “Your Company” and “Your Company” shall not be liable for employment taxes respecting Rendyn™ LLC or any employee of Rendyn™ LLC; (ii) Rendyn™ LLC shall not make any commitment or incur any charge or expense in the name of “Your Company” without the prior written approval of “Your Company”; (iii) Rendyn™ LLC expressly acknowledges and agrees that except to the extent expressly provided herein, neither Rendyn™ LLC not anyone employed by or acting on behalf of Rendyn™ LLC shall receive or be entitled to any consideration, compensation or benefits of any kind from “Your Company”.

6. Indemnification

  A. Each party shall indemnify, defend and hold the other party (and all officers, directors, employees, referrals, and affiliates thereof) harmless from and against any and all claims, demands, actions, losses, damages, assessments, charges, liabilities costs and expenses (including without limitation interest, penalties, and attorney’s fees and disbursements) which may at any time be suffered or incurred by, or be assessed against, any and all of them, directly or indirectly, on account of or in connection with: (i) such party’s default under any provision herein, breach of any representation or warranty herein, or failure in any way to perform obligation hereunder; or (ii) negligent acts or omissions or the willful misconduct of such party or its employees, referrals, contractors or invitees.

7. Liability

  A. Under no circumstances shall either party be liable for any indirect, incidental, economic, special, punitive or consequential damages, whether for breach of contract, negligence or any other cause of action, that result from the relationship or the conduct of business contemplated herein.

8. Explanations

  A. Entire Agreement

This agreement constitutes the sole and entire understanding between the parties with respect to the subject matter hereof and may not be altered or amended except in writing signed by both parties. This agreement supersedes all prior communications or agreements written or oral and is intended as a complete and exclusive statement of the terms of the agreement between the parties.

  B. Notice

All notices given, and requests made hereunder must be sent in writing and must be delivered or sent either by nationally recognized overnight courier or registered or certified United States mail, return receipt requested, postage prepaid. All notices to either party shall be delivered to their respective addresses listed above. The parties may change their address by notice delivered to the other party. Any notice or request sent by registered or certified United States mail, return receipt requested, postage prepaid shall be deemed given on the date of receipt or refusal as indicated on the return receipt. Any notice or request sent by overnight courier service shall be deemed given on the date of receipt or refusal of the same.

  C. Confidentiality

Rendyn™ LLC acknowledges that by reason of its relationship to “Your Company” hereunder, it may have access to certain information and material concerning “Your Company” business, plans, customers, technology and products that are confidential and of substantial value to “Your Company”, which value would be impaired if such information were disclosed to third parties. Rendyn™ LLC agrees that it will not use in any way for its own account of any third party, not disclose to any third party, any such confidential information revealed to it by “Your Company”. In the event of termination of the agreement, there shall be no use or disclosure by Rendyn™ LLC of “Your Company” and disclosure by Rendyn™ LLC of any confidential information of “Your Company” and any materials related to “Your Company” shall be immediately returned to “Your Company”. Rendyn™ LLC acknowledges that the provisions of this Section are reasonable and necessary for the protection of “Your Company” and that “Your Company” will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, Rendyn™ LLC agrees that, in addition to any other relief to which “Your Company” may be entitled to seek and obtain injunctive relief from an arbitration panel or a court of competent jurisdiction for the purposes of restraining Rendyn™ LLC from any actual or threatened breach of such provision. The terms of the Section shall survive termination of this agreement.

  D. Representations, Warranties and Covenants

Rendyn™ LLC represents, warrants and covenants to “Your Company” that at the effective date and continuing for the term of this agreement that neither the execution and delivery of this agreement nor the sale of “Your Company” services in accordance with the terms of the agreement violates or will violate the provisions or obligations of any other agreements to which Rendyn™ LLC is a party or by which it is bound.

  E. Successor and Assigns

Except as otherwise expressly provided in this agreement, the obligations under this agreement shall bind and benefit the successors and assigns of the parties hereto, Rendyn™ LLC shall not assign this agreement without the prior written consent of “Your Company”.

  F. Governing Law

The laws of the State of Texas shall govern this agreement without giving effect to the choice of laws provisions thereof. Rendyn™ LLC agrees to submit to the jurisdiction of the state or federal courts of Texas.

  G. Authority

If either party is a corporation or limited liability company, each person executing this agreement on behalf of such party hereby covenants, represents and warrants that such party is duly formed or duly qualified and that each person executing this agreement on behalf of such a party is an officer or member of such party and is duly authorized or execute, acknowledge and deliver the agreement to the other party.

  H. Counterparts

This Agreements may be executed in one or more counterparts and facsimile signatures shall be sufficient to indicate acceptance by the parties, each of which shall be original and all of which shall constitute one and the same instrument names below.