Referral Partner Agreement

1.1 The relationship between the parties shall at all times be that of independent contractors. No employment, partnership or joint venture relationship is formed by this Referral Agreement and at no time may the Referrer position itself as affiliated to guHRoo, except as an independent referrer or independent sales agent. In view of this independent relationship the Referrer shall not enter into any agreements on behalf of guHRoo, shall make no warranty either expressed or implied on behalf of guHRoo and shall not incur any expenses on behalf of guHRoo.

guHRoo appoints Referrer as an authorized referrer for purposes of forwarding and referring to guHRoo potential customers of its Services. Such Referral authorization is limited to the geographic areas where guHRoo has the ability to provide the Services.

1.2 Referrer has no authority, without the prior written consent of guHRoo, to bind guHRoo to any contract, representation, understanding, act or deed concerning guHRoo, the Services, or any other service or product offered by guHRoo that is outside the scope of this Agreement. Referrer shall make no representations or warranties concerning the Services or Referrer’s agency relationship with guHRoo, unless such warranty or representation is authorized in writing by guHRoo. In addition, Referrer shall not make any representations or warranties concerning prices, terms or delivery, performance of the Services, terms of payment, or conditions of sales except to the extent such representations are authorized in writing by guHRoo.

1.3 This referral agreement does not grant exclusive rights to the Referrer to act as referrer on behalf of guHRoo and the Referrer shall have no rights under any other agreements entered into by guHRoo with other Referrers. guHRoo may appoint other referrers and sales representatives for the Services within any territory that Referrer does business.

2.1 Throughout the term of this Agreement, Referrer shall use reasonable efforts to endorse and promote guHRoo and its services, as well as to refer and forward potential customers (including, but not limited to, business acquaintances, customers, clients, and associates) of the Services to guHRoo. Referrer shall adhere to and comply with any prevailing practices and procedures that relate to the referral of customers for the use of the Services.

2.2 Referrer agrees to formally introduce guHRoo to the referral. Such introduction may be by telephone conference call and/or by an in-person meeting, based upon guHRoo and the Referrer’s mutual agreement.

2.3 Subject to and in addition to the conditions of Section 3 herein, Referrer shall be entitled to compensation hereunder only for those customers with whom Referrer has had direct personal contact and to whom Referrer has directly endorsed and recommended the Services.

2.4 Referrer agrees that, for each potential customer referred to guHRoo under this Agreement, the Referrer has the authority to make the referral on behalf of the potential customer, has disclosed the potential receipt of fees under this Agreement to the potential customer, and has no conflict of interest with the potential customer or with guHRoo in receipt of such payment. Referrer represents that neither it nor, to its knowledge, any director, officer, shareholder, partner or member of it, is an affiliate of guHRoo.

The terms and conditions of the referral agreement will be set aside if the Referrer is a party to an employee agreement or employment guidelines that preclude providing leads or referrals for a Lead Provider’s Fee or Referral Commission or is prohibited from receiving referral fees by law or otherwise.

3.1 So long as this Agreement is in effect, Referrer may receive from guHRoo a referral fee for a customer referred by Referrer to guHRoo that purchases guHRoo Services for the referred project or projects within 6 months of being referred by Referrer. In order for Referrer to receive the referral fee,

1. Referrer must have completed the approved guHRoo referral form.
2. The referred customer must not already be an guHRoo customer or an Active Lead/Prospect (defined below) and must not have already (previously) been referred by another referrer partner within the last six months.

An guHRoo “Active Lead/Prospect” shall mean any organization which is already in guHRoo prospect spreadsheet/database and has been contacted in the last 3 months by an guHRoo sales representative (or authorized partner) and has indicated a desire to learn more about guHRoo in preparation for a purchase decision.

Referrer must also have complied with the requirements of section two of this document to qualify to receive the Referral Fees, most specifically promotion of guHRoo to the referral, as well as a formal introduction to the referral. (Note: Providing a lead without active promotion and formal introduction may qualify for a “Lead” finder’s fee, covered under a separate agreement)

3.2 guHRoo will inform the Referrer within 10 days of the date of referral submission, if the Referral is ineligible for a referral fee.

4.1 The referral fee (Commission) shall be calculated as a percentage of revenue on the Services sold by guHRoo as a direct result of a referral. This includes ongoing Processing Fees for Services. Processing Fees include ongoing Fees for services such as Payroll Processing, Timekeeping, HR Support Services, and Consulting. Fees for items such as Delivery, W2’s, and Implementation are not included in Processing Fees.

Subsequent sales of Services sold to the referred customer 12 months or more after the date the referral first contracted for Services shall not be subject to a Commission except where such subsequent purchase is the direct result of a new referral. The Commission is capped at Ten Thousand Dollars ($10,000.00) per referred customer per year.

4.2 guHRoo shall be obligated to pay the Commission to Referrer for a specific Referred Customer if, and only if, the following conditions are satisfied:

4.2.1 The Services have been paid for. As defined below, Commissions will be paid as customer payments are received.

4.2.2 The referral meets the qualifications of Section Three

4.3 Commission payments will be made in accordance with South Carolina and Federal payroll tax guidelines for an independent contractor. Referrers will receive a 1099 tax form at the end of each year. Referrer shall bear sole responsibility for payment of taxes owed by Referrer on the Commission.

4.4 Commission payments equaling more than $25 will be paid monthly within 10 days of payment by the customer to guHRoo. If the total Commission is less than $25 per month, the Commission will be paid quarterly. Commission payments will be made as incremental payments are received from the customer.

4.6 In the event that the referred customer was referred to guHRoo from more than one authorized guHRoo Referrer, guHRoo will pay the Commission to the Referrer who met the Referral Eligibility Requirements of Section 3.

5.1 All documents, data files, information and other materials made available to Referrer in connection with this Agreement, including without limitation all information regarding services, guHRoo customers (including those customers and potential customers referred to guHRoo by Referrer), marketing data, business plans, and technical information (collectively “Confidential Information”) shall be deemed to have been furnished to Referrer in confidence and shall remain the exclusive property of ERG both during the term of this Agreement and after this Agreement is terminated or expired. Referrer shall treat as trade secrets and keep in strict confidence all Confidential Information it acquires from guHRoo at any time or develops for or on behalf of guHRoo, and Referrer will not at any time during the terms of this agreement or thereafter use such Confidential Information for its own benefit or disclose or permit any of its employees, agents, or representatives to disclose such Confidential Information to any person or entity without a written consent from guHRoo.

5.2 guHRoo shall retain full ownership of all Referred Customers that Referrer refers to guHRoo under this Agreement, including all information relating to such Referred Customers.

6.1 Referrer agrees that guHRoo retains ownership rights in and to certain intellectual property, including without limitation any guHRoo trademark, service mark, trade dress, advertising, any associated goodwill, whether presently existing or later developed (collectively “Intellectual Property”). Referrer agrees to sign any document as reasonably required to effect recording or protection of any such property.

6.2 If approved in writing in advance by guHRoo, Referrer may use advertising that is associated with any Intellectual Property. Referrer may use such advertising materials only upon the terms and conditions stated by guHRoo from time to time. Referrer may not modify or delete any Intellectual Property it uses without the written consent of guHRoo.

7.1 The term of this Agreement shall begin on the commencement date and continue for a twelve month period from this date. Agreements can be extended by mutual agreement of the parties.

At any time, either party may terminate this Agreement upon providing the other party thirty (30) days advanced written notice. The agreement will renew for 12-month Renewal Periods following the end of the Initial Term unless terminated by either party with 30 days written notice prior to period end. Upon termination by either party all outstanding referral fees due to the Referrer at that time shall be settled in full within thirty (30) days.

7.2 guHRoo shall be responsible for paying any and all Commissions owed to Referrer under this Agreement only for those Referred Customers that are referred to guHRoo before the effective termination date of this Agreement. Remuneration claims are waived unless made in writing to guHRoo within sixty (60) days of which such remuneration would have been payable.

7.3 The provisions of Sections 5.1. 5.2, 6.1, 8.1, 8.2, 8.3 and 8.5 shall survive termination of this Agreement.

8.1 Unless guHRoo notifies Referrer otherwise, guHRoo disclaims all warranties with regard to services rendered under this Agreement, including all implied warranties of merchantability and fitness for a particular purpose. Referrer shall extend no warranties or guarantees without the pre-approval of guHRoo, orally or in writing, in the name of guHRoo or which would bind guHRoo with respect to the performance, design, quality, merchantability, or fitness for a particular purpose of the Service. Neither guHRoo nor its affiliates, subsidiaries, suppliers, or parent corporations shall be liable to Referrer or any third party for 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 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. guHRoo liability for all claims of any kind arising out of or relating to this Agreement shall be limited solely to money damages and shall not exceed the amount of commissions due Referrer.

8.2 No failure of either party to pursue any remedy resulting from a breach in this Agreement by the other party shall be construed as a waiver of that breach, nor as a waiver of any subsequent or other breach or relinquishment of any rights hereunder unless such waiver is signed and in writing.

8.3 In the event any provision of this Agreement shall be invalid, illegal or unenforceable in any respect, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected of impaired by such provision in any way.

8.4 This Agreement shall not be assigned by Referrer, in whole or in part, without the express written consent of guHRoo.

8.5 This Agreement shall be construed in accordance with the laws of the state of South Carolina, and shall be treated as a South Carolina contract.

8.6 This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either of the parties for any reason, including the fact that either party was responsible for the drafting of this agreement. In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and other costs and expenses incurred in resolving such dispute.

8.7 All notices required under this Agreement shall be directed to the addresses indicated below, and such addresses shall be deemed to be the most recent address of the addressee and shall remain so until written notice of a change of address is provided to the other party by the party whose address has changed:

If to guHRoo Payroll & HR:
Matt R. Vaadi
President
Executive Resource Group, LLC
1204 Lexington Ave, Suite 2A
Irmo, SC 29063

If to Referrer: Sent to Name and Address completed on Form

8.8 This agreement constitutes the whole agreement between the parties and supersedes and cancels any and all previous agreements, understandings or negotiations, whether oral or written, between the Parties relating to the subject matter of this agreement. Any alteration to this agreement must be in writing and signed by both parties.

If you have any questions about this Agreement, you can reach us at 803-816-1542 or support@guhroo.co