Referral Program Terms and Conditions

AGREEMENT OF REFERRAL

PREAMBLE

NEXT LEVEL REVENUE, LLC, also known as Boyd Marketing, and its subsidiary companies (“NLR”), are established service providers of strategic consulting, sales and marketing solutions, finance, technology, and other associated services to its clients (referred to as the “Services”).

Both parties wish to form a referral agreement wherein the Referrer will guide prospective clients to NLR, in return for a Referral Fee (as outlined below).

In consideration of the terms and mutual benefits expressed herein, the acknowledgement of which is affirmed by both parties, the following agreement is drawn:

Definitions.

1.1 A “Referral” is a client or customer who has a minimum revenue of $100,000 in the last 30 days and has participated in a discovery meeting with NLR. A Referral can also be a client or customer that has entered into a service agreement with NLR, with a fee of at least $3,000 per month for three consecutive months.
1.2 A “Referrer” is an individual or entity directly accountable for bringing a Referral to NLR via email or form submission.

1.3 The “Referral Date” is the date on which the Referrer sends the Referral to NLR.

1.4 An “Active Client” is a client or customer who has received services from NLR within two months prior to the Referral Date.

Referrer’s Role in Guiding Potential Clients or Customers.

The Referrer will make reasonable efforts to direct Referrals to NLR. For each Referral, the Referrer will complete the Referral Form at boydmarketing.com (www.boydmarketing.com/referral-program/).

Referrals

3.1 Referral Fee Payment.
A Referral who completes a discovery meeting with NLR within 30 days of the Referral Date entitles the Referrer to a $100 payment, due within 30 days of the meeting. If the same Referral enters into a service agreement with NLR and pays fees of at least $3,000 per month for three consecutive months within 90 days of the Referral Date, the Referrer is eligible for an additional $900 payment, payable by the end of the fourth month of service.

3.2 Active Client Referrals.
If a current paying client makes a referral, Term 3.1 applies. However, the Referrer can choose to receive the referral payment in cash or apply it to their NLR fees. If the client doesn’t specify a payment option, the amount will be credited towards their future NLR fees.

3.3 Resolution of Referral Fee Disputes.
NLR is not liable for more than one Referral Fee per Referral. If any third party claims any part of a Referral Fee, the Referral Fee earned from a closing hereunder will be divided among claimants at NLR’s discretion. NLR will strive to consult with all relevant parties regarding any division. NLR’s decision regarding any division of a Referral Fee will be final.

Confidential Information.

4.1 Definition.
NLR may share Confidential Information with the Referrer. “Confidential Information” is business or technical information shared by either party, including but not limited to, product plans, customers, designs, costs, products, services, pricing, finances, marketing plans, business opportunities, personnel, research, and development. This information can be disclosed orally, in writing, or inferred under circumstances by a person using reasonable business judgment.

4.2 Confidentiality Obligation.
Each party must not use or disclose the other party’s Confidential Information except as necessary for this Agreement. This agreement extends to employees and subcontractors who require such Confidential Information for the execution of this Agreement, provided they are subject to a written agreement containing binding use and disclosure restrictions at least as protective as those stated herein. The parties must use all reasonable efforts to maintain the confidentiality of the other party’s Confidential Information, but not less than the efforts ordinarily used to protect their own confidential information of a similar nature and importance. These obligations will remain in effect for three years after the termination of this Agreement.

4.3 Confidentiality Exceptions.
Obligations in Section 5 do not apply to any Confidential Information that is publicly available, lawfully received from a third party without restriction, already known to the receiving party prior to receiving such information, or independently developed by the receiving party without reference to the other party’s Confidential Information.

Marketing Materials.

Both parties will provide each other with reasonable quantities of their customary marketing, sales, and technical literature to promote their products and services (referred to as “Marketing Materials”). Each party is prohibited from copying, altering, adapting, or creating derivative works based on the other party’s Marketing Materials.

Publicity and Trademarks.

6.1 Press Releases and Co-Marketing Activities.
NLR and the Referrer may issue a joint press release regarding their partnership. NLR must approve the timing and content of such a press release. Except as required by law, the Referrer cannot make public statements, press releases, or public announcements regarding the partnership without the prior written approval of NLR.

6.2 NLR Trademark License.
NLR grants the Referrer a non-exclusive, non-transferable, royalty-free license to use the NLR trademarks, service marks, and logos during this Agreement. The Referrer acknowledges NLR’s ownership of its Marks and agrees that any goodwill resulting from the Referrer’s use of the Marks belongs solely to NLR.

6.3 Referrer Trademark License.
The Referrer grants NLR a non-exclusive, non-transferable, royalty-free license to use the Referrer’s trademarks, service marks, and logos during this Agreement. NLR acknowledges the Referrer’s ownership of its Marks and agrees that any goodwill resulting from NLR’s use of the Marks belongs solely to the Referrer.

Intellectual Property.
Nothing in this Agreement shall be considered to grant or assign to either party any ownership rights, license rights, or any kind of interest in the other party’s products, services, technology, or in their intellectual property rights, except when stated in this Agreement or when otherwise expressly agreed in writing by the parties. Each party, referred to as the “Creating Party”, will own all rights, titles, and interests in and to any inventions, improvements, products, services, technology, information, materials, or work product (collectively referred to as “Inventions”) that the Creating Party independently creates, develops, or prepares during the term of this Agreement, including all global intellectual property and proprietary rights therein, regardless of whether such Invention competes with, is related to, or is compatible with any products, services, or technology of the other party.

No Exclusivity.
This Agreement does not imply a commitment from either party to work exclusively with the other in terms of referring potential new business or any other business activities.

Representations and Warranties.
Both parties represent and warrant that:
a. they have the required corporate power and authority to enter into this Agreement, fulfill its obligations, and grant the rights provided herein;
b. they will conduct business in a way that positively reflects on the other party and its products and services;
c. they will not make any false or misleading representations about the other party and its products and services; and
d. they will not make any representations, warranties, or guarantees about the specifications, features, or capabilities of the other party’s products and services that are inconsistent with the other party’s Marketing Materials.

EXCEPT AS EXPRESSLY STATED IN SECTION 9, TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOTH PARTIES DISCLAIM ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Indemnity.
Subject to Section 11, Referrer will indemnify, defend, and hold NLR and its affiliates harmless from and against all damages, liabilities, costs, charges, and expenses, including reasonable attorney’s fees, arising from any third-party claim based on a breach or alleged breach by Referrer of any representation or warranty specified in Section 9.
Subject to Section 11, NLR will indemnify, defend, and hold Referrer and its affiliates harmless from and against all damages, liabilities, costs, charges, and expenses, including reasonable attorney’s fees, arising from any third-party claim based on a breach or alleged breach by NLR of any representation or warranty specified in Section 9.

Indemnity Procedure.
The party seeking indemnification and defense under Section 11 (the “Indemnified Party”) will give prompt written notice of any claim to the other party (the “Indemnifying Party”). Additionally, the Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such claim, with counsel of the Indemnifying Party’s choice, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that is reasonably necessary for the defense and settlement of the claim. The Indemnified Party reserves the right to retain counsel, at the Indemnified Party’s expense, to participate in the defense of any such claim. The Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent, if the settlement terms would adversely affect the Indemnified Party or its rights under this Agreement.

LIMITATION OF LIABILITY.
NLR’S TOTAL CUMULATIVE LIABILITY FOR DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE REFERRAL FEES PAYABLE BY BR UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES, OF ANY CHARACTER, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE PARTY CAUSING THE DAMAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO THE FULL EXTENT AS INDICATED ABOVE.

Term of Agreement; Survival.
The initial term of this Agreement commences as of the Effective Date and continues for a period of one (1) year, after which this Agreement shall automatically renew month-to-month, unless terminated as provided herein. Despite the above, either party may terminate this Agreement at any time and for any reason (or no reason) by providing thirty (30) days’ advance written notice to the other party. The obligations in Sections 3.2, 3.3, 4, 5, 6, 7, 10, 11, 12, and 14 will survive the expiration or termination of this Agreement.

General.

14.1 Termination for Cause.
Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to correct the breach within ten (10) days following written notice specifying the breach; provided that the cure period for any default with respect to payment shall be five (5) business days.

14.2 Governing Law.
This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in Palm Beach County. You hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

14.3 Waiver.
The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.

14.4 Severability.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

14.5 Force Majeure.
Neither party shall be liable for any failure or delay in the performance of its obligations hereunder (except for payments) due to events beyond the reasonable control of such party, which may include, but is not limited to, distributed denial-of-service attacks (DDOS), strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for as long as the event continues, and such party continues to use commercially reasonable efforts to resume performance.

14.6 Compliance with Laws.
Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any export laws and regulations of the United States.

14.7 Relationship between the Parties.
Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.

14.8 Assignment.
Neither party may assign this Agreement without the prior written consent of the other party unless in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the surviving entity agrees to be bound by this Agreement.

14.9 Entire Agreement.
This Agreement, together with its exhibits, constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. Any modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.

14.10 Equitable Relief.
You acknowledge that a breach by You of any confidentiality or proprietary rights provision of this Agreement may cause NLR irreparable damage, for which the award of damages would not be adequate compensation. Consequently, NLR may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

14.11 No Third-Party Beneficiaries.
This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the parties to this Agreement may enforce it.

14.12 Independent Contractors.
The relationship of NLR and Referrer shall be and shall at all times remain that of independent contractors and not that of employer and employee, franchisor and franchisee, joint ventures, or partners. This Agreement does not establish either party as the other party’s agent or representative for any purpose. Neither party shall have any authority of any kind to bind the other party in any respect whatsoever. Without limiting the generality of the preceding sentence, neither party is authorized to accept orders or to enter into contracts or any obligation in the other party’s name, or to transact any business on behalf of the other party.

14.13 Counterparts.
This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument.

14.14 Headings.
The headings in this Agreement are for the convenience of reference only and have no legal effect.

14.15 Notices.
NLR may give notice to Referrer by e-mail to Referrer’s e-mail address on record in NLR’s systems. Referrer may give notice to NLR by sending an e-mail to hello@boydmarketing.com. All e-mail notices will be confirmed by certified mail.

Exhibit A
CO-MARKETING ACTIVITIES
Suggested marketing activities may include, but are not limited to:

Joint press release announcement on relationship
Joint press release on any clients who jointly use the services of both parties
Use of Referrer logo on NLR’s website/marketing and sales materials
Use of NLR’s logo on Referrer website/marketing and sales materials
Joint webinars
Joint event sponsorship and participation
Joint business case study
Joint white paper
Assistance with pitching each others’ company value proposition to prospective clients
Education to each company’s team members on each company’s positioning/products and/or services

Each marketing activity listed above requires written agreement from NLR in order to proceed.