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1. Referral Partnership Agreement
PARTNERSHIP AGREEMENT
BETWEEN
COMPANY ABC and Company XYZ
Partners
This Referral Partner Agreement ("Agreement") is entered into and effective as of XX day of
XXXXXXXXX, 20XX ("Effective Date"), by and between COMPANY XYZ , a ____________
corporate having its principal place of business at _______________ and COMPANY ABC , a
_______________ corporation having a principal place of business at ___________ ("Partner").
WHEREAS , the parties desire to enhance the attractiveness of the Partner Services by
allowing COMPANY XYZ to promote the Partner Service and to reward COMPANY XYZ for
referrals of customers to Partner.
NOW THEREFORE , the parties agree as follows.
1. DEFINITIONS
1.1 "Confidential Information" means all proprietary or confidential material or information
disclosed orally or in writing by the disclosing party to the receiving party, including the terms
and conditions of this Agreement, that is designated as proprietary or confidential or that

2. reasonably should be understood to be proprietary or confidential given the nature of the
information and the circumstances of the disclosure; provided, that Confidential Information
shall not include any information or material that: (i) was or becomes generally known to the
public without the receiving party's breach of any obligation owed to the disclosing party; (ii)
was or subsequently is independently developed by the receiving party without reference to
Confidential Information of the disclosing party; (iii) was or subsequently is received from a
third party who obtained and disclosed such Confidential Information without breach of any
obligation owed to the disclosing party; or (iv) is required by law to be disclosed (in which
case the receiving party shall give the disclosing party reasonable prior notice of such
compelled disclosure and reasonable assistance, at disclosing party's expense, should
disclosing party wish to contest the disclosure or seek a protective order).
1.2 "First Year Net Revenue" means, with respect to a particular Opportunity, Net Revenue
from that Opportunity over the twelve-month period beginning on the start date of that
Opportunity.
1.3 "Net Revenue" means the gross amounts owed by a Partner customer to Partner for
Fees, net of any discounts or refunds.
1.4 "Opportunity" means a fully-executed and closed order for Partner’s Services that is an
initial order, by a new Partner customer, that resulted from a lead referral by COMPANY XYZ.
The referred Opportunity must not be an existing Partner opportunity then, currently, or during
the prior sixty (60) days, in Partner’s active sales process, and the order must be executed
within 6 months of the referral.
1.5 "Partner Services" means the solutions offered by Partner.
1.6 "Partner Site" means, collectively, the following Partner websites:
• List website #1
• List website #2
• List website #3
1.7 "COMPANY XYZ Service" means COMPANY XYZ's: Write description of service here.

3. 1.8 "COMPANY XYZ Site" means COMPANY XYZ's corporate website, currently located at:
Enter URL here.
1.9 "Fees" means the fees charged by Partner to COMPANY XYZ customers for the
Partner’s Services, which fees are determined by Partner in its sole discretion. Fees do not
include fees for travel expenses.
2. APPOINTMENT AND OBLIGATIONS
2.1 COMPANY XYZ
(a) Appointment . Partner hereby appoints COMPANY XYZ as a non-exclusive,
independent referral and marketing partner for Services, subject to the terms and
conditions of this Agreement.
(b) Opportunity Referral . Partner agrees to make Opportunity referral payments to
COMPANY XYZ in accordance with Exhibit A.
2.2 Partner
(a) Lead Generation . COMPANY XYZ agrees to use good faith efforts to refer
prospective Partner Service customer leads to Partner and to introduce Partner to
COMPANY XYZ's customer base and prospective customers as appropriate.
COMPANY XYZ will generate leads for Partner’s Service via its marketing and co-
sales efforts and incorporate the presentation of the Partner Service into its account
sales and engagement delivery processes as appropriate and reasonable.
(b) Promotional & Service Standards . Partner will ensure that its marketing, co-
sales and services activities related to this Agreement adhere to good professional and
industry standards, are consistent with COMPANY XYZ's marketing materials, and do
not misrepresent the COMPANY XYZ brand in any way.
(c) Competing Products. COMPANY XYZ agrees to advise Partner within thirty (30)
days of commencement of any promotion, marketing or distribution of a new
Competing Product. "Competing Product" means a product or service offering similar

4. functionality to the Partner Service, including any consulting services. COMPANY XYZ
shall promote Partner in a balanced and equitable manner as compared to any
existing or new Competing Product. In no event shall COMPANY XYZ’s marketing or
sales materials or website disparage the Partner Service or compare it unfavorably to a
Competing Product. Any presentation regarding COMPANY XYZ or the COMPANY
XYZ Service in conjunction with a Competing Product, in Partner's marketing materials
or on its websites, shall be subject to COMPANY XYZ's prior written approval.
2.3 Additional Obligations . Additional obligations of the parties may be set forth in
the exhibits and attachments hereto.
3. TRADEMARK CROSS-LICENSE
3.1 License . Each party hereby grants to the other a worldwide, nonexclusive,
nontransferable, non-sublicenseable, royalty-free license to use, in Partner's case,
"COMPANY XYZ" and associated logos and, in COMPANY XYZ's case, Partner's name and
associated logos (collectively, "Marks") solely in connection with the other party's rights,
duties and obligations under this Agreement.
3.2 Use . Any use of Marks shall be in accordance with the granting party's reasonable
trademark usage policies, with proper markings and legends, and subject to granting party's
prior written approval. The granting party may withdraw any approval of any use of its Marks
at any time in its sole discretion.
3.3 Standards . During the period of use, the licensed party shall reasonably cooperate
with the granting party in facilitating the granting party's monitoring and control of the nature
and quality of products and services bearing the granting party's Marks, and shall supply the
granting party with specimens of the licensed party's use of the granting party's Marks upon
request. If the granting party notifies the licensed party that the licensed party's use of the
granting party's Marks is not in compliance with the granting party's trademark policies or is
otherwise deficient, then the licensed party shall promptly comply with such policies or
otherwise as directed by the granting party. Neither party shall make any express or implied
statement or suggestion, or use the other party's Marks in any manner, that dilutes, tarnishes,
degrades, disparages or otherwise reflects adversely on the other party or its business,

5. products or services.
3.4 Mark Ownership . Each party acknowledges that the other party's Marks are and
shall remain Marks of the other party. Neither party shall gain any right, title or interest with
respect to the other party's Marks by use thereof, and all rights or goodwill associated with
the other party's Marks shall inure to the benefit of the other party.
4. REPRESENTATIONS AND WARRANTIES
Each party represents and warrants to the other that: (i) it has the full corporate right, power
and authority to enter into this Agreement and to perform its obligations hereunder; (ii) the
execution of this Agreement and the performance of its obligations hereunder does not and
will not conflict with or result in a breach (including with the passage of time) of any other
agreement to which it is a party; (iii) this Agreement has been duly executed and delivered by
such party and constitutes the valid and binding agreement of such party, enforceable
against such party in accordance with its terms (except as may be limited by public policy or
creditors' rights generally); (iv) it owns its Marks or otherwise has the right to grant the
licenses hereunder; and (v) its Marks do not, and their use by the other party as
contemplated hereunder will not, infringe any intellectual property or other rights of any third
party.
5. INDEMNIFICATION
5.1 Indemnification . Each party shall indemnify, defend and hold harmless the other
party and its officers, directors, employees, agents, subcontractors and affiliates from and
against any loss, damage or expense (including reasonable attorneys' fees) incurred in
connection with any claims, actions, demands, suits or proceedings (collectively, "Claims")
made against the other party by a third party and arising out of a breach by the indemnifying
party of this Agreement (including any representation or warranty contained herein).
5.2 Notice, etc . The party seeking indemnification shall (i) notify the indemnifying party in
writing of any Claim as soon as practicable upon knowledge of same, (ii) give the
indemnifying party the opportunity, and full and exclusive authority, to defend, settle or
participate in the defense or settlement of the Claim, and (iii) provide to the indemnifying party
all reasonable requested assistance (at the indemnifying party's expense); provided,

6. however, that (a) no failure to notify the indemnifying party shall relieve it of its indemnification
obligations hereunder except to the extent the indemnifying party can demonstrate detriment
attributable to such failure, and (b) the indemnifying party shall not settle any Claim in a way
that imposes any obligation or liability on the indemnified party without the indemnified party's
prior written consent (which consent will not be unreasonably withheld).
6. DISCLAIMER OF WARRANTIES
COMPANY XYZ DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE
COMPANY XYZ SERVICE, WHICH IS PROVIDED SOLELY IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT BETWEEN COMPANY XYZ AND THE END USER CUSTOMER,
WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER
ANY LAW, INCLUDING WITH RESPECT TO VALIDITY, NON-INTERRUPTION, ERROR-FREE
OPERATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-
INFRINGEMENT. IN NO EVENT SHALL COMPANY XYZ BE LIABLE TO PARTNER OR ANY
OTHER INDIVIDUAL OR ENTITY AFFILIATED WITH PARTNER FOR ANY CLAIM, LOSS OR
DAMAGE ARISING OUT OF THE OPERATION OR AVAILABILITY OF THE COMPANY XYZ
SERVICE.
7. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,
CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER UNDER TORT, CONTRACT OR
ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY
OF SUCH DAMAGES. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, IN
NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO
THIS AGREEMENT EXCEED THE AGGREGATE OF THE AMOUNTS PAID OR PAYABLE BY
EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT.
8. CONFIDENTIALITY
Neither party shall use or disclose any Confidential Information of the other party for any
purpose outside the scope of this Agreement, except with the other party's prior written
consent. Each party shall protect the other party's Confidential Information in a manner similar
to its own Confidential Information of like nature (but in no event using less than reasonable
care). In the event of an actual or threatened breach of a party's confidentiality obligations,

7. the non-breaching party shall have the right, in addition to any other remedies available to it,
to seek injunctive relief, it being specifically acknowledged by the breaching party that other
remedies may be inadequate.
9. TERM AND TERMINATION
9.1 Term . This Agreement shall commence on the Effective Date and shall continue for
one (1) year thereafter (the "Term"), unless terminated earlier as set forth below, and shall
automatically renew for a subsequent one (1) year Term on each anniversary date thereafter
unless either party elects to terminate the Agreement in writing.
9.2 Termination . Without prejudice to any other right or remedy available at law or in
equity in respect of any event described below, this Agreement may be terminated under the
following circumstances:
(a) Convenience . Either party may terminate this Agreement for convenience without
penalty at any time upon thirty (30) days prior written notice.
(b) Cause . Either party may terminate this Agreement for cause, with fifteen (15) days
prior written notice, upon a material breach by the other party that is not cured within
such period; provided, however, that where the breach is (i) a purported assignment in
violation of this Agreement, or (ii) of a party's confidentiality obligations, then the
nonbreaching party may terminate this Agreement immediately upon written notice.
9.3 Effect of Termination . Following termination or expiration of this Agreement: (i)
each party shall continue to maintain the confidentiality of the other party's Confidential
Information and shall, within thirty (30) days, return to the other party or destroy (at the other
party's election) all tangible embodiments of same and any equipment, software or other
materials belonging to the other party. Each party shall immediately cease all use of the other
party's Marks and intellectual property related to this Agreement. Sections 1, 4, 5, 6, 7, 8, 9
and 10 shall survive expiration or earlier termination of this Agreement.
10. MISCELLANEOUS
10.1 Notices . All notices, approvals, consents, waivers and other communications under

8. this Agreement must be in writing and will be deemed to have been given when: (a) delivered
by hand; (b) sent by facsimile (with confirmation of receipt); (c) received by the addressee, if
sent by a nationally recognized overnight delivery service or U.S. mail; or (d) received by the
addressee if sent by email; to the addresses, facsimile numbers and/or email addresses set
forth below (or to such other addresses, facsimile numbers or email addresses as a party
may designate by notice to the other party from time to time):
To COMPANY XYZ: with a copy to:
John Doe
Executive Vice President, Business Development
COMPANY XYZ Corporation
Address, City, State, ZIP CODE
(XXX) XXX-XXXX
john.doe@COMPANYXYZ.com
To Partner: with a copy to:
Jane Doe
Executive Vice President, Business Development
COMPANY ABC Corporation
Address, City, State, ZIP CODE
(XXX) XXX-XXXX
jane.doe@COMPANYABC.com
10.2 Publicity . Any references by one party to the other shall be subject to the prior
written approval of the party being referenced, in the referenced party's sole discretion. The
parties shall mutually agree on the form, content and timing of any publicity or promotional
communications referencing both parties.
10.3 Dispute Resolution; Waiver of Jury Trial . The parties shall make good
faith efforts to resolve any dispute arising under this Agreement within sixty (60) days and
shall refrain during that time (except for requests for injunctive relief) from initiating any
litigation or other proceeding relating to such dispute. In any litigation arising under this

9. Agreement, the parties hereby irrevocably waive any right to a jury trial and consent to a court
trial.
10.4 Independent Contractors . The relationship between the parties is that of
independent contractors. Nothing in this Agreement shall be deemed to create an
employment, partnership, joint venture or agency relationship between the parties.
10.5 Assignment . Neither party may assign this Agreement, in whole or In part, whether
by operation of law or otherwise, without the prior written consent of the other party, except in
connection with a merger, reorganization or sale of all or substantially all assets or equity
interests.
10.6 Governing Law . This Agreement shall be governed by the laws of the Province of
Ontario Canada without reference to its conflicts or choice of laws provisions. Each party
hereby consents to the exclusive jurisdiction of the courts located in
________________________.
10.7 Waiver . Any waiver by either party of a term or condition of this Agreement in any
instance shall not be deemed to be a waiver of any subsequent breach thereof, or of any
other provision. All remedies, rights, undertakings, obligations and agreements contained in
this Agreement shall be cumulative, and none of them shall be in limitation of any other.
10.8 Severability . If any of the provisions, or part thereof, of this Agreement shall be
invalid or unenforceable under the laws of the applicable jurisdiction, such invalidity or
unenforceability shall not invalidate or render unenforceable the entire Agreement but rather
the entire Agreement shall be construed as if not containing the particular invalid or
unenforceable provision or part thereof, and the rights and obligations of the parties shall be
construed and enforced accordingly.
10.9 Entire Agreement . This Agreement (including the attachments and exhibits
hereto) represents the complete agreement of the parties, supersedes all prior discussions,
communications and agreements between the parties with respect to the subject matter
hereof, and cannot be amended or modified except in a writing signed by both parties.
IN WITNESS WHEREOF, the parties' authorized signatories have duly executed this
Agreement as of the Effective Date:

10. _______________________________ ____________________________
Name: John Doe Name: Jane Doe
Title: Senior Vice President Title: Senior Vice President
Date: Date:
COMPANY XYZ COMPANY ABC
_______________________________ ____________________________
Name: John Taylor Name: Jane Taylor
Title: Vice President Title: Vice President
Date: Date:
Witness Witness
Address for Notices: Address for Notices:
Address: Address:
City/State/ZIP: City, State/ZIP:
ATTN: ATTN:
EXHIBIT A
OPPORTUNITY REFERRAL
1. Opportunity Referral Payments by COMPANY XYZ . For each
Opportunity referred to COMPANY XYZ by Partner, COMPANY XYZ will pay XX% of First Year
Net Revenue for that Opportunity excluding revenues for training, consulting, integration,
taxes or any other revenues derived from other professional services labor.

11. 2. Payments by COMPANY XYZ . COMPANY XYZ will be responsible for billing
customers of the Partner Service and collecting payment. Payments will be made to Partner
on a quarterly basis per Opportunity. The first payment for a given Opportunity will be made
no later than sixty (60) days after the end of the calendar quarter in which a payment is
received by the referred Customer. Subsequent payments will be made no later than sixty
(60) days after the end of each successive three (3) calendar month period provided that the
Customer has paid COMPANY XYZ. COMPANY XYZ will provide a summary report with each
payment showing how the payment was calculated.
3. Tracking of Leads and Opportunities . COMPANY XYZ and Partner will
cooperate to develop appropriate processes for tracking lead referrals and ascribing them to
the appropriate party. Partner agrees to make good faith and reasonable efforts to document
all of its referral activity and communicate it promptly to COMPANY XYZ, and to submit all
referred leads using the Lead Registration Form (see Exhibit B)
EXHIBIT B
LEAD REGISTRATION FORM
Purpose: This form is to be used to register a referred lead with COMPANY XYZ’s
Business Development team.
Referral benefits: COMPANY XYZ pays XX% of the first year license revenue for a
qualified lead that closes within six months of referral acceptance provided the opportunity

12. was not previously known to COMPANY XYZ. A qualified lead has is one that has a serious
intent and budget to buy partner services and whose need fits Partners solution.
Lead Registration: Please send completed Lead Registration forms to COMPANY
XYZ’s Business Development department at partnerleads@COMPANYXYZ.com
Lead qualification: For a lead to be accepted and approved by COMPANY XYZ,
COMPANY XYZ requires completion of the following information:
Lead information:
Prospect (Company):
City/State:
Decision Maker:
Title:
Phone number:
Email address:
Competitors/incumbent:
Decision timeframe:
Lead submitted by (Partner):
Name: __________________________________
Title: ___________________________________
Company: _______________________________
Telephone number: ________________________
Fax number: ______________________________
Email address: ____________________________
Date submitted: ___________________________
Lead approved and accepted by COMPANY XYZ:
Signature: ________________________________
Name: ___________________________________
Title: ____________________________________
Date verified: _____________________________
Approved by Business Development

13. Signature: ________________________________
Name: ___________________________________
Title: ____________________________________
Date accepted: _____________________________
Date faxed to Partner: _______________________