This Referral Fee Agreement (hereinafter the “Agreement”) is entered into and made effective as of _____ day of ______ ______ and between Inform.Guide.Hire, LLC, a Kansas limited liability company (the “Referrer”) having its principal place of business at 512 S. Broadway St., Kansas 66053, and ______, a _____ (the “Client”), having its principal place of business at __________________________.
RECITALS
- WHEREAS, Client wishes to retain the Services (as defined below) of the Referrer.
- WHEREAS, Referrer has contacts within the beauty industry and desires to act as an intermediary finder of employees for the Client.
- NOW, THEREFORE, in consideration of the premise and mutual promises and covenants contained herein, the parties agree as follows:
Article 1 – SERVICES PROVIDED. The Referrer will provide services to the Client (the “Services”) as follows: (1) Referrer shall provide access to Client to post job openings (either employment or independent contractor positions) via Referrer’s “Job Board” found at www.salonspaconnection.com (“Referrer Website”) and access to all resumes and other application information provided by any job applicants (“Applicants”) via such Job Board, and (2) personal referrals of potential employees or independent contractors outside of the Job Board (“Personal Referrals”). All Applicants and Personal Referrals shall collectively be referred to herein as “Prospects” and a “Referral” shall refer to the access by Client of Prospect’s information through either the Job Board or personally from Referrer.
Article 2 – TERMS OF AGREEMENT
a) The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force for 6 months and shall automatically renew for successive 6 month periods unless earlier terminated as provided herein.
b) This Agreement does not grant exclusive rights to either party.
c) Referrer represents to Client that, with regard to each Prospect, it (a) has the authority to make the referral, (b) is not an employee, director, officer, shareholder, partner of member of the Prospect.
d) Throughout the Term, each party may, in its sole discretion, endorse and promote the other and its services and may, but Referrer shall not be obligated to, refer and forward Prospects to Client, other than through the Job Board.
Article 3 – CLIENT OBLIGATIONS. During the Term, the Client hereby agrees to cooperate with Referrer in providing all information and/or documentation reasonably required by the Referrer relevant to the provision of Services or payment for the provision of Services and to require any staff, agents, or representatives to cooperate with and assist the Referrer as the Referrer may reasonably request. Client explicitly acknowledges and agrees that during the Term, Referrer has license to use photographs, descriptions, or other media or content found on any of Client’s social media profiles (including, but not limited to Facebook, Instagram, Twitter, Tik Tok) or publicly available website content in connection with providing the Services hereunder, including, but not limited to re-posting such information on the Job Board or otherwise transmitting to an Applicant.
Article 4 – COMPENSATION
a) During the Term, the Client is obligated to pay Referrer a flat Referral Fee of $250.00 for each Prospect of which Client retains, either through employment or as an independent contractor, within one hundred and twenty (120) days of the date of the Referral.
b) In order for the Referrer to be entitled to receive the Referral Fee the following conditions must be met:
a. The Prospect must have (1) had direct personal contact with Referrer and Referrer directly recommended the Client to which the Prospect has been referred, or (2) posted his or her information on Referrer’s Job Board which Client accessed; and
b. Both parties must have acknowledged to each other via email or in another writing that the Prospect will be considered a Prospect under this Agreement and the Prospect must not already be an “Active Lead/Prospect” and must not have already or previously been referred by someone else. Where the Referral is made via the Job Board, such acknowledgment will be deemed to have been made when Client contacts the Prospect, either personally our through the Job Board. An “Active Lead/Prospect” shall mean any person or organization that has been contacted with regard to potential employment or independent contractor services in the prior two (2) months by Client.
c) The Referral Fee will be due by the Client to the Referrer within 30 days of the Prospect’s first day of employment or engagement as an independent contractor.
d) Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if the Client fails to pay any Referral Fee when due, the Referrer has the option to treat such failure to pay as a material breach of this Agreement and may cancel this Agreement and/or seek legal remedies.
Article 5 – MODIFICATION 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 by writing signed by each party or an authorized representative of each party.
Article 6 – TERMINATION OF AGREEMENT
a) This Agreement may be terminated by either party, upon seven (7) days written notice. Termination of Client’s electronic account accessible on Referrer Website shall constitute written notice hereunder.
b) This Agreement may be terminated by either party, upon notice in writing if the other Party commits a material breach of this Agreement or has a material default under the Agreement (as set forth in Section 12(a)) that is not capable of being remedied within fourteen (14) days or that should have remedied within fourteen (14) days after a written request and was not so remedied.
c) In the event of the termination of the Agreement pursuant to this Article 6, Client shall remain responsible for any Referral Fees then owing or that become owing to Referrer following termination due to the occurrence of the Referral prior to termination.
Article 7 – CONFIDENTIALITY. Each party hereby acknowledges and agrees that they and the other party each possess certain non-public confidential information and may also possess trade secret information (collectively the “Proprietary Information”) regarding their business operations and development. The parties agree that the Proprietary Information is secret and valuable to each of their respective business and the parties have entered into a business relationship, through which they will each have access to the party’s Proprietary Information. Each of the Parties desires to maintain the secret and private nature of any Proprietary Information provided to the other Party.
Article 8 – COVENANTS. Both Parties hereby acknowledge the following: (i) business shall be conducted in a manner that reflects favorably at all times on the services, the good name, goodwill and reputation of both Parties; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to either Party; (iii) make no false or misleading representations with regard to either Party’s services; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to either Party or the Services provided hereunder.
Article 9 – REPRESENTATIONS AND WARRANTIES
a) REFERRER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE PERFORMANCE, DESIGN, QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES PROVIDED BY A PROSPECT OR THE PERFORMANCE OF THE PARTIES HEREUNDER, AND EACH PARTY SPECIFICALLY DISCLAIMS THE WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SAME.
b) Client represents and warrants to Referrer that it has the full power to enter into this Agreement; and the execution of and performance under this Agreement will not breach any oral or written agreement with any third party or any obligation owed to any third party.
c) Referrer represents and warrants to the Client that it has the full power to enter into this Agreement; and the execution of and performance under this Agreement will not breach any oral or written agreement with any third party or any obligation owed to any third party.
Article 10 – LIMITATION OF LIABILITY. Referrer shall not be liable to the Client or to any Prospects or any third party for a special, consequential, incidental, indirect, tort or cover damages, including, without limitation, damages resulting from the use or inability to use the Services, delay of delivery and/or implementation, or loss of profits, data, business or goodwill, whether or not such party has been advised or is aware of the possibility of such damages. In any event, liability for all claims of any kind arising out of or relating to this Agreement shall be limited solely to money and damages and shall not exceed the amount of Compensation paid by the Client to the Referrer.
Article 11 – INDEMNIFICATION. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, the Client agrees to indemnify and hold harmless the Referrer, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the Client, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Article 12 – GENERAL PROVISIONS
a) DEFAULT: The occurrence of any of the following shall constitute a material default under this Agreement:
The failure by a Party to perform its duties hereunder or make a required payment when due.
The insolvency or bankruptcy of either party.
The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by a creditor or government agency.
b) ENTIRE AGREEMENT: It is agreed that there is no representation, warranty, or condition affecting this Agreement except as expressly provided in this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
c) RELATIONSHIP BETWEEN THE PARTIES: Each party’s relationship with the other is that of independent contractor. Nothing contained herein creates a partnership, joint venture or similar business relationship between Client and Referrer. No employee will be considered an employee of the other for any purpose.
d) ENUREMENT: This Agreement will enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators and permitted successors and assigns.
e) TITLES/HEADINGS: Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
f) GOVERNING LAW: This Agreement will be governed by and construed in accordance with the laws of the State of Kansas.
g) DISPUTE RESOLUTION: In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation. If the dispute is not resolved within a reasonable period, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, the Parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law.
h) NOTICES: All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the addresses listed in the preamble to this Agreement, or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
i) FORCE MAJEURE: If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the Party unable to carry out its obligation gives the other Party prompt written notice of such event, then the obligations of the Party invoking the provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
j) SEVERABILITY: In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
k) WAIVER: The waiver by either party of a breach, default, delay or omission of any of the provisions of this Agreement by the other party will not be construed as a waiver of any subsequent breach of the same or other provisions.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
