This Referral Partner Agreement (“Agreement”) acts as a general guide for potential agreements between a Company or an Individual (“Referral Partner” or “RP”) and Scio Consulting International, LLC (“Scio”), with an address of 2028 E Ben White Blvd #240-6611, Austin, Texas, 78741. This agreement will become effective at the date (the “Effective Date”) in which both parties agree on an opportunity to be approached together. Scio and RP agree as follows:

1. Purpose

The purpose of this Agreement is to provide the opportunity for RP to earn “Referral Commissions” for the referral and subsequent sale of Scio’s services (hereafter, “Services”) by permitting for the referral of prospect leads. This Agreement is nonexclusive and shall not prohibit either party from entering a similar agreement with any other party.

2. Program Terms

As a participant in the Scio Referral Partner Program, RP is entitled to the benefits described in Exhibit A as published by Scio and in effect on the Effective Date. This Agreement controls in case of inconsistency between this Agreement and the Program Terms.

3. Referrals

3.1. Leads 

RP may from time to time refer Sales Leads (“Leads”) to Scio. Leads are person(s) RP believes to be potential customer(s) for any of Scio’s Services with whom RP has a pre-existing relationship as determined by Scio in its sole discretion (“Pre-Existing Relationship”). Such referral shall occur by submission, in writing, to Scio.

3.2. Lead Acceptance 

Within ten (10) business days of receipt of a Lead, Scio shall either register the Lead in RP’s name (“Registered Lead”) or notify the Referring Party in writing that the Lead has been rejected for one of the applicable reasons described below. A Registered Lead shall be valid for twelve (12) months from the date of registration. Scio shall provide RP with its designated contact information (name, address, phone, and e-mail address) for receipt and processing of Leads as soon as reasonably possible after signing this Agreement and after any change in such contact information.

3.3. 

Scio may reject a Lead submitted by RP if the Lead is an existing customer or is already an Active Lead. An “Active Lead” is a Lead (i) which Scio has already met (in person, via email or telephonically) to discuss and/or demonstrate any of the Scio’s Services, (ii) which has previously been registered as a Lead in the name of another partner of Scio or (iii) which is identified in Scio’s prospect/pipeline report as a Lead/Opportunity as of the date of receipt of the Lead from RP.

4. Effective Date, Term

4.1. 

This Agreement is effective from the Effective Date for twelve (12) months (the «Initial Term»). After the Initial Term, the Agreement will automatically renew for successive additional one-year terms, unless terminated by either party as provided below. Renewal shall be subject to the then current Program Terms.

4.2. 

Either party may terminate this Agreement before the expiration of the then applicable term, without cause, on thirty (30) days’ written notice. In addition, either party may terminate this Agreement prior to the expiration of the then applicable term, for a material breach of the Agreement by the other party, upon ten (10) days written notice specifying the breach. In such case, termination shall be effective at the end of the ten (10) day notice period unless the breach has earlier been cured. In addition, Scio may terminate this agreement immediately prior to the expiration of the then applicable term, if RP refers Leads with whom RP does not have a Pre-Existing Relationship.

4.3. 

Upon expiration or termination, each party shall delete or return to th e other any of the other’s marketing materials and other Proprietary Information (defined in Section 13), which may be in its possession or under its control. In addition, upon termination, Scio shall continue to be liable to RP for any referral fees due in connection with Leads registered prior to expiration or termination which result in sales/licenses within the applicable twelve-month (12) Lead period. Sections 13 and 14 of this Agreement shall survive termination or expiration of this Agreement without limitation of time, and Section 5.1 shall survive termination or expiration of this Agreement for the periods stated therein.

5. Fees, Audit Rights

5.1. 

Scio shall keep separate records in sufficient detail to permit the determination and verification of the referral fees due under this Agreement, and the records so kept shall be preserved for a period of at least one (1) year from the end of the month to which they pertain. At the request of a party from time to time during the term of this Agreement and for a period of one (1) year from the last sales agreement for which referral fees are due hereunder to RP, Scio shall permit RP or its designated agent, at RP’s expense, to examine such records for the purposes of verifying the amounts due to RP hereunder. Such examination rights are subject to execution by RP of any reasonable confidentiality agreement that may be requested by Scio in conjunction with such examination.

5.2. 

“Net Proceeds” means fees actually received by Scio for the sale of its Services value sold during the first twelve (12) months for a period of up to twelve (12) months from the time of this sale, based on the agreement execution (as defined in section 5.2), after deduction, where applicable, for (a) fees due to any third-party (including by way of example, a distributor or a third party vendor to whom royalties or similar fees are due for products bundled or incorporated with Scio’s Services), (b) refunds due on warranty or liability claims, (c) reimbursement of expenses, and (d) sales, use and similar taxes.

5.3. 

Payment of the referral fees shall be made by wire transfer. The RP is required to submit an invoice with the previously agreed amount. Upon receipt of notification from Scio that the lead has made the payment and the commission is ready to be disbursed, the RP shall send the invoice to Scio for payment processing.

6. Independent Ownership

Each party shall retain all title, patent, trade secret, trademark, copyright and other proprietary rights in its Products and Services. Neither party shall acquire any rights in the other party’s Products or Services. Nothing in this Agreement shall be construed as preventing or in any way hindering either party from independently developing and owning, acquiring, marketing, selling, licensing or otherwise disposing of any Product or Service which performs the same or similar functions of any Product or Service of the other party without incurring any liability of any kind to the other party, provided the proprietary rights of the other party and the confidentiality restrictions in this Agreement are not violated.

7. Licensing and Support

Scio will contract for its own Services directly with its customers. Licensing, maintenance, support and services for customers shall be solely the obligation of the contracting party. Unless otherwise agreed in writing by the parties, neither party will bear any obligation to the customers of the other, with respect to Services of the other.

8. Representations

RP is not authorized to (i) make any warranties or representations concerning Scio’s Services; (ii) hold itself out as having the authority to act as a Business Development Representative or any other similar position within Scio’s organization. However, RP may provide information to a prospect on Scio’s Services; current marketing materials supplied by Scio, and may verbally inform the prospect of high-level Services information which is included in such current marketing material. RP agrees to avoid deceptive, misleading, derogatory, or unethical practices detrimental to Scio or its Services.

9. Marketing

Sales calls, conferences and other presentations may be made jointly when RP desires to call in Scio and Scio agrees to participate. However, the nature and extent, if any, of any sales effort by RP shall be entirely at RP’s discretion and expense. In addition, the parties may participate in joint marketing activities from time to time as the parties may mutually agree upon, including the development of sales presentation materials, press releases, direct mail campaigns, trade shows, seminars and other events. Neither party will have any obligation to the other for costs related to such activities unless it has agreed in writing to pay such costs.

10. Publicity

Except as provided below, neither party shall issue any press release or other form of public disclosure relating to this Agreement, without the prior written approval of the other party. Any such press release or public disclosure shall not in any event include any price, term or other specific information concerning the transactions contemplated herein.

11. Relationship

The parties expressly understand and agree that their relationship is that of independent contractors and that neither party is an employee, agent, partner or joint venture of the other. Neither party shall have authority to bind the other in any manner, nor shall either party represent to any third party that it has the right to enter into any binding obligation on the other’s behalf. This Agreement shall not be construed as a team agreement or teaming arrangement.

12. Trademarks

Except as provided below, any advertising or marketing material by either party that uses any of the other party’s marks, name or logo must be approved in writing by the other party prior to publication. Either party may, without requiring the other party’s consent, include the other party’s name in any list of its referral partners.

13. Confidentiality

13.1. 

Either party may from time to time provide the other party with information identified as confidential or proprietary, or which by its nature would reasonably be understood to be confidential or proprietary (hereinafter “Proprietary Information”). Proprietary Information includes, without limitation, information relating to a party’s research and development activities, products, software, designs, services, business operations, customers, prospective customers, marketing and marketing plans, financial matters, prices and performance. Proprietary Information shall not include information which (i) is or becomes known through no wrongful act of the recipient; (ii) is rightfully received by the recipient from a third party without restriction and without breach of this Agreement; or (iii) is independently developed by the recipient without the benefit of the other’s Proprietary Information.

13.2. 

The recipient agrees to maintain all Proprietary Information in strict confidence, to not disclose it to any third party, and to use it only for the purposes authorized in this Agreement. However, a party may disclose Proprietary Information to employees and contractors who have a legitimate “need to know” provided that such persons have first signed a written confidentiality agreement containing terms and conditions consistent with the confidentiality obligations set forth in this Agreement.

13.3. 

Each party agrees to exercise due care in protecting the other’s Proprietary Information, which shall be at least the same degree of care as it uses to protect its own information of a similar nature. Proprietary Information shall not be reproduced without the disclosing party’s written consent, and any reproduction shall be the property of the disclosing party.

13.4. 

Upon expiration or termination of this Agreement, the recipient shall immediately return or destroy all Proprietary Information (including, without limitation, all documents and tangible items that contain any Proprietary Information), and any copies thereof, upon request of the disclosing party.

14. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR BUSINESS) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE FAILURE OF EITHER PARTY TO PERFORM ITS OBLIGATIONS HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING IN CONNECTION WITH REFERRAL PARTNER’S BREACH OF SECTIONS 3 (REFERRALS), 8 (REPRESENTATIONS) AND 13 (CONFIDENTIALITY) OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER FOR DIRECT DAMAGES HEREUNDER EXCEED THE TOTAL FEES PAYABLE TO REFERRAL PARTNER HEREUNDER. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

15. Communications

RP agrees and authorizes Scio to send text (SMS) messages and/or emails to RP in all matters relating to this Agreement. RP may opt-out of receiving text (SMS) messages and/or emails from Scio at any time by contacting Scio at referralprogram@sciodev.com. Once we receive your request, you will no longer receive text (SMS) messages and/or emails from Scio.

17. Miscellaneous

17.1. Entire Agreement

This Agreement and its Exhibits, if any, constitutes the entire agreement between the parties and supersedes any and all prior agreements or understandings between the parties with respect to the subject matter hereof, whether oral or written. No amendment or modification of this Agreement shall be valid or binding upon the parties unless it is in writing and signed by both parties.

17.2. Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that either party may assign this Agreement to any parent, subsidiary, or affiliate without such consent. Any attempted assignment in violation of this provision shall be void and of no effect.

17.3. Notices

Any notice or communication required or permitted under this Agreement shall be in writing and shall be deemed delivered upon delivery in person, by facsimile, by overnight courier, or by certified or registered mail, return receipt requested, postage prepaid, addressed to the other party at its address as shown on the signature page to this Agreement.

17.4. No Waiver

The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.

17.5. Severability

If any portion of this Agreement is determined to be invalid or unenforceable, the remaining portions shall remain in full force and effect.

 

IN WITNESS WHEREOF, the parties hereto have executed this Referral Partner Agreement as of the date first written below.

 

Scio and RP agree to the following activities or terms in addition to those obligations set forth in the Referral Partner Agreement:

• RP will refer potential business opportunities to Scio by making an introduction to the Scio Team (via phone or email), as well as providing the lead’s contact information (email, phone number, company, and role). If available, RP will also provide information about the need (size of the team, technologies involved, and term).
• Scio will offer their services to the “Registered Lead” (Client) in order to capture the business opportunity.
• If the business opportunity is materialized and Scio signs a contract with the “Registered Lead” to provide its services, RP will access to a portion of the business deal.

If Scio enters into an agreement with a client that is a “Registered Lead”, it will sign an agreement directly with that client and will pay 5% of revenue commission to RP upon collections for the first twelve (12) months of the engagement with the final customer.

• Inducement Clause: In the event that RP presents a compelling inducement to a member of Scio’s Team (via phone or email), and said inducement demonstrably leads to the successful closure of the corresponding business opportunity by Scio, RP shall be entitled to an increased commission rate of eight percent (8%) of the collected revenue for the first twelve (12) months of the engagement with the final customer.

The commission payment to RP will be valid for the first twelve (12) months of service provided to the customer. After the 12th month, except agreed otherwise between Scio and RP, the commission payment will no longer be paid to RP.

Under no circumstances shall any payments be issued to RP until payments are collected.

 

By completing the contact form, you agree to the terms and conditions described above.