Updated January 2024
THIS REFERRAL PARTNERSHIP AGREEMENT (“Agreement”) between TEAM WILSON MEDIA, LLC (hereafter “TWM”, “TEAM WILSON”), and (hereafter referred to as “Referral Partner”), is made and effective upon Referral Partner signing a printed or electronic copy of this agreement, acceptance via email referencing the agreement, or by submitting information pursuant to engaging in the REFERRAL PROGRAM (“Program”). Referral Partner agrees to be bound by these terms and conditions when engaging TWM as a participant in the Program.
The Referral Program is a voluntary, non-exclusive limited program where the Referral Partner, in exchange for a percentage of the profit, provides TWM with information and support in securing a Project Agreement between TWM and a third party client. The percentage paid to the Referral Partner is dependent upon the Referral Partner’s degree of involvement in the Project’s sales and discovery process and their participation level. Participation is on a per-project basis and is subject to limitations and the rules of the program.
The Program is offered at the discretion of TWM and can be discontinued at any time. Submission of a Project or completion of an application does not constitute Program enrollment. Participation in the Program is governed by the terms set forth in this Agreement.
For the purposes of this Agreement:
As part of the Referral Partnership Program, Referral Partner must perform the following in order to be eligible for connection to a Project:
Upon completion of these steps and verification of program and project eligibility, the Project will be registered with the Referral Partner and they will be considered enrolled.
The following criteria must be met in order for the Referral Partner to participate in the Program and be eligible for a Referral Fee for qualified Projects:
Submitted projects are subject to the following limitations:
The Referral Partner is subject to the following limitations:
Upon submission of a Project and approval of Referral Partner, TWM will, at its sole discretion, investigate and qualify the request. Should the request be valid, TWM may engage the contact and develop a proposal. This investigation process concludes with a Project Agreement between TWM and the Client.
Upon the signing of a Project Agreement, TWM will provide the Referral Partner with the following information:
These estimates are confidential, non-binding and are not guaranteed.
If applicable and at their sole discretion, TWM may request that the Referral Partner participate in the Project as a contractor or project lead. Any such participation or resulting payments is beyond the scope of this agreement and is not considered part of, nor condition of, the terms of the Referral Partnership Program.
Referral Partner will be notified upon:
Referral Partner may request additional information about the current status of the Project.
The process of Payout begins once the project is completed and the final invoice is received.
Upon completion of the Project by TWM and after receipt of the Final Payment, TWM will calculate the Net Profit of the Project, and within 30 days will inform Referral Partner of the amount of any Referral Fee due them via the means provided in their Agreement and documentation. Referral Partner is responsible to invoice TWM for the value of the Referral Fee and complete any steps or relevant documentation required to receive payment.
TWM is not responsible to pay any Referral Fees that have not been invoiced within six months of the attempt to contact Referral Partner. Referral Partner is responsible for any taxes or fees arising from any payments from TWM.
Referral Fees are calculated as 5% of the Net Profit of Projects submitted through a Project Referral form. Should a Project be considered a loss (i.e., a negative net profit), Net Profit will be regarded as zero and the Project will be considered “lapsed.”
Payments made through the Program are considered for professional services and are subject to applicable taxes.
The following situations would disqualify the Referral Partner from participation in the Program.
Should a Referral Partner be disqualified, their participation in the Program will be immediately terminated, and they will be ineligible to receive any Referral Fees for ongoing or future projects.
In the event that a Referral Partner has been paid a Referral Fee and it is later determined that he or she would have been ineligible to receive the payment, TWM may, at its option, attempt to recover any fees paid to Referral Partner and they will be considered as retroactively disqualified from the Program.
Under the following circumstances a Project may be considered “Lapsed” or otherwise invalid, and will be ineligible for submission or participation in the program:
During the course of the Program, the Referral Partner may gain access to protected information belonging to TWM or the Client.
For the purposes of this Agreement, “Confidential Information” shall mean any non-public information, including but not limited to, trade secrets, business plans, financial data, customer lists, and any proprietary information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”). This includes information about Project details, including but not limited to the Referral Fee and Net Profit estimates and values.
The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information. The Receiving Party shall not disclose, reproduce, or use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.
The obligations of confidentiality shall not apply to information that is:
The obligations of confidentiality under this Agreement shall continue for a period of two years from the date of disclosure of each item of Confidential Information.
TWM and Referral Partner agree that TWM is under no obligation to complete any Project and that any information provided to TWM does not constitute an agreement with the Client or an expectation of services rendered.
Referral Partner agrees to indemnify TWM for any loss, damage or liability as a result of Program participation or fulfillment of this Agreement or any related Projects.
This Agreement is non-transferable and entered into between the Referral Partner and TWM. Referral Partner may not assign its rights or interests under this agreement to any other party. There exists no obligation between Referral Partner and any additional assigned parties who may be contracted or referred by TWM to complete a Project.
The Referral Partner has the right to request additional details concerning the accounting of a project and the calculation of the Referral Fee. This information is considered confidential and cannot be shared with any third party. TWM may, at its option, provide high-level accounting information regarding the gross revenue, major expense categories, and Profit and Loss for the Project.
In the event that such information is insufficient, the Referral Partner may, at their option and cost, retain a qualified third-party accountant to review the Project. This review is confidential, and the accountant may not provide the Referral Partner with any details other than the final determination as to whether the Referral Fee is accurate, and what that amount should be. Unless required by law, no other entity or individual may request detailed information regarding TWM’s internal accounting, and disclosure of this information will be subject to legal action.
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association as in force at the time of the dispute. The arbitrator’s decision shall be final and binding on both parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Each party shall bear its own costs and expenses of arbitration, including legal fees and witness fees. The costs and fees of the arbitrator shall be shared equally between the parties unless the arbitrator determines otherwise. All aspects of the arbitration proceeding, including the award, shall be kept confidential by both parties.
The arbitration shall be governed by the laws of the state of Alabama.
Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm or protect its intellectual property rights.
Any changes, additions, or deletions to this Agreement will be made in writing and at terms mutually agreed upon by both TWM and the Referral Partner.
Should any part of this Agreement be unenforceable, the rest of this Agreement shall remain in full effect.
This Agreement shall be construed and enforced according to laws of the State of Alabama.
By entering my name and date below, I affirm and agree to be bound by the terms and conditions of this document.
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