Gembah Referral Agreement Details

THIS REFERRAL AGREEMENT (the “Agreement”) provides the specific terms and conditions governing Gembah, Inc.’s (“Company”) Client Referral Program (the “Program”). In accordance with this Agreement, Company is offering interested persons, whether an individual, Company, or other entity, the opportunity to participate in the Program by providing the necessary identifying information below and acknowledging their acceptance of this Agreement by executing below.

WHEREAS, Company provides a global product innovation platform, with access to services ranging from market research, product design, supply chain discovery, and production management (collectively, the “Business Services”)

WHEREAS, Company desires to engage Participant to refer the Business Services on behalf of Company; and

WHEREAS, Participant desires to refer the Business Services in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, it is agreed as follows:

  1. Participant may, in the ordinary course of its business, refer Business Services for the benefit of Company, including identifying and referring leads to Company (“Referrals”). All such Referrals shall be identified to Company in this form.
  2. Participant shall, in the performance of a referral: (i) conduct itself in a manner that reflects favorably at all times on Company, its affiliates and its and their Business Services, goodwill and reputation; (ii) avoid any and all deceptive, misleading, illegal, immoral or unethical practices that are or might reasonably be considered detrimental to Company, its affiliates, and its and their owners, members, partners, shareholders, directors, officers, employees or contractors or the Business Services, including, without limitation, disparagement of Company or the Business Services; (iii) make no false or misleading representations or claims with respect to the Business Services; and (iv) not make any statements with respect to the Business Services that are inconsistent with the literature prepared and distributed by Company, including all warranties and disclaimers contained therein.
  3. Referred Opportunity Eligibility Criteria

Qualifying Referrals will be determined at the reasonable discretion of Company in accordance with the following criteria:
a)  The Referral is submitted through this form.

  1. b)  The Referral does not already have a business relationship with the Company.
  2. c)  An identical or substantially similar Referral from an alternate source for the same opportunity has not already been received by the Company.
  3. d)  This Agreement is valid for submission of the Referral for this prospective customer only and for the period of validity described in the Company’s engagement proposal.
  4. e)  The Company is not responsible to Participant for Referrals that are illegible, lost, misdirected, improperly recorded or not received for any other reason.
  5. f)  A Referral may be disqualified at the sole discretion of Company if Participant breaches any of the terms and conditions of this Agreement.
  6. For referrer shall be entitled to a referral fee payment equivalent to the following referral fee schedule (the “Referral Fee”): $2,500.00 for first year Commitments (defined below) with the applicable Referral

The Referral Fee is calculated as follows:

Example 1 – If Participant identifies a Referral in accordance with this Agreement and Company enters into a binding agreement with that Referral in the first year (the “Commitment”) for the total Referral Fee to be paid would be $2,500.00.

The Referral Fees shall begin as of the date of acceptance of this Agreement by the Participant.

Referral Fee will be paid in US currency to Participant after Company actually receives payment in full from the Referral in accordance with the terms and conditions of the Commitment. All payments will be sent to Participants by Bill.com in accordance with the mailing information provided to Company via the IRS Form W-9. Company shall not be responsible for any lost, misplaced or undelivered mail and shall not have any obligation with respect to the updating of Participant mailing address information. Participant is solely responsible for all applicable federal, state, and local taxes.

Company’s obligation to pay Referral Fees to Participant shall be considered fulfilled upon payment in full of the Applicable Referral Fee. Company shall then be discharged and released of any further obligation to Participant on that particular sale and any future sales to the same customer.

PARTICIPANT MAY NOT REFER THEMSELVES AND WILL NOT RECEIVE A DISCOUNT EQUIVALENT TO THE REFERRAL FEE AMOUNT ON THEIR OWN PROJECTS.

  1. This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between Company and Participant. Company will not withhold any amounts for state or federal income tax or for FICA taxes from sums becoming due to Participant under this Agreement. Participant shall not be considered an employee of Company and shall not be entitled to participate in any plan, arrangement or distribution by Company pertaining to or in connection with any pension, stock, bonus, profit sharing or other benefit extended to Company’s employees. Participant shall be free to utilize their time, energy and skill in such manner as he deems advisable to the extent that he is not otherwise obligated under this Agreement. Participant will be required to complete a Form W-9 prior to receiving the first referral fee and will receive a Form 1099 annually from the Company.
  2. The rights, duties and benefits of Participant under this Agreement are personal and may not be assigned or delegated to anyone and do not inure to the benefit of any other person.
  3. Participant is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Company’s services without express written authorization from Company.
  4. Participant shall indemnify and hold Company harmless of and from any and all claims or liability arising as a result of negligent, intentional or other acts of Participant or their agents or representatives.
  5. Participant certifies that there are no conflicts of interest, breach of confidentiality, non-solicitation or non-compete obligations regarding the potential client, the Participant’s Company or any other party to this Agreement.
  6. This Agreement will be governed by and interpreted in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of law of such state. The parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Travis County, Texas. The Parties hereby submit to the exclusive jurisdiction and venue of any such court. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
  7. Any notice under this Agreement shall be deemed given on the third business day following the mailing of any such notice, postage paid, to the address set forth above or provided by Participant during the course of business.
  8. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
  9. Procedures for termination are as follows:(a)  If a party violates its obligations to be performed under this Agreement, the other party may terminate the Agreement by sending a thirty (30) days’ notice in writing. Upon receiving such notice, the defaulting party shall have thirty (30) days from the date of such notice to cure any such default. If the default is not cured within the required thirty (30) day period, the party providing notice shall have the right to terminate this Agreement.

    This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements or communications between the parties, whether written, oral, electronic or otherwise. The express terms of this Agreement control and supersede any course of performance or usage of the trade inconsistent with any of the terms of this Agreement. No change, modification, amendment, or addition of or to this Agreement or any part thereof shall be valid unless in writing and signed by authorized representatives of the parties. The rights and remedies of the parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.

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