Referral Royalties LLC Agent Agreement
This Referral Agent Agreement (the “Agreement”) is made and entered into by and between Referral Royalties, LLC, a Wyoming limited liability company, with offices at 1621 Central Ave, Cheyenne, WY 82001 (hereinafter referred to as “Broker”), and individual filling out this Referral Agent form (hereinafter referred to as “Referral Agent”). Broker and Referral Agent may be referred to collectively as the “Parties” or individually as a “Party.”RECITALS
WHEREAS, Broker is engaged in the business of brokering Revenue Cycle Management and Payment Processing services with an emphasis on electronic payments revolving primarily revolving around credit-cards and whom collects revenues primarily through credit-card processing fees and associated fund-migration fees such as ACH, alternative payments methods (Zelle, PayPal, CashApp, Venmo, and the like) as well as crypto services, Tax Credit providing services, and services to medical/healthcare providers regarding electronic payments by patients/customers and related insurers, as well as other related revenue cycle management services; WHEREAS, Referral Agent desires to refer potential merchants and clients to Broker subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:1. ENGAGEMENT
Broker hereby engages Referral Agent, and Referral Agent accepts such engagement, to refer qualified leads for Broker’s services, subject to the terms of this Agreement.2. DUTIES OF REFERRAL AGENT
Referral Agent shall use commercially reasonable efforts to refer qualified leads and foster such leads to closure within 120 days of introduction. Commercially reasonable efforts include but are not limited to:- Qualifying leads to ensure merchants transact at least $100,000 USD annually in credit-card transactions;
- Entering and conveying accurate contact information in the form(s) directed by Broker;
- Making introductions by online form, email, phone, text, in-person meetings, events, or other reasonable methods;
- Setting appointments and follow-ups;
- Gathering merchants’ payment-processing data from merchants’ processors;
- Reasonable and necessary elements that’s required of the Referral Agents and as requested by Broker.
3. COMPENSATION
Referral Agent shall be entitled to receive fifty percent (50%) of the net profits derived from referred merchants. Net profits shall mean gross revenues received by Broker less all direct and indirect costs, fees, and expenses attributable to such referred merchants. Such costs may include, without limitation: processor fees, compliance costs, marketing expenses, technology infrastructure, staffing, administration, overhead allocations, payment disputes, refunds, and other business expenditures reasonably allocated by Broker. Payments shall be made within 4–6 weeks after Broker receives payment from processors. No payment shall be made to Referral Agent unless and until accrued commissions exceed $150.4. RELATIONSHIP OF THE PARTIES
The Parties expressly agree that nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or fiduciary relationship. Referral Agent is an independent contractor.5. REPRESENTATIONS & WARRANTIES
Referral Agent individually represents and warrants to Broker that Referral Agent is acting solely of Referral Agent’s own accord in good faith to improve and make more efficient merchants’ Revenue Cycle Management and not in any way that would run afoul of any fiduciary duty or conflicts, misappropriations, or similar activities.6. DISPUTE RESOLUTION
The Parties agree that any disputes shall be submitted to binding arbitration in the State of New Hampshire. The prevailing Party shall be entitled to recover legal fees, administrative costs, and associated expenses.7. GOVERNING LAW
This Agreement shall be governed by and construed under the laws of the State of New Hampshire.8. MISCELLANEOUS
- Force Majeure: Broker shall not be liable for failure to perform due to events beyond its reasonable control;
- Termination: Broker may terminate this Agreement upon written notice;
- Notices: Any required notices shall be delivered in writing;
- Entire Agreement: This Agreement constitutes the full and complete understanding between the Parties.
9. NONSOLICITATION AND NONCOMPETE
- Nonsolicitation: During the term of this Agreement and for a period of one (1) year following its termination, Referral Agent shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any client, merchant, or customer of Broker, or any prospective client, merchant, or customer to whom Referral Agent was introduced or referred through Broker, to cease doing business with Broker or to engage in business with any other person or entity providing services similar to those offered by Broker.
- Noncompete: During the term of this Agreement and for a period of one (1) year following its termination, Referral Agent shall not, directly or indirectly, engage in or be employed by, consult for, or otherwise participate in any business that provides services that are substantially similar to Broker’s.This restriction shall not apply if the Agreement is terminated by Broker without cause.
- c) Reasonableness: The Parties agree that the duration, geographic scope, and extent of the restrictions in this Section are reasonable and necessary to protect Broker’s legitimate business interests. If any provision of this Section is deemed unenforceable by a court or arbitrator, the Parties agree that such provision shall be modified to the minimum extent necessary to render it enforceable, while preserving its intent.