Referral Incentive Agreement
This Referral Incentive Agreement (this “Agreement”), effective as of the day of , (the effective date) is entered into by and between SPARK I/T Services, LLC, an Oklahoma Limited Liability Company, hereinafter (SPARK) and , (hereinafter, Agent), located , State of Zip .
WHEREAS, SPARK I/T Services is engaged in the business of, among other things, VoIP services;
WHEREAS, is an experienced and reputable company in the business of providing IT and /or other professional services to third parties; and
WHEREAS, SPARK desires to engage to provide certain services and in accordance with the provisions set forth below; and
WHEREAS, desires to become an authorized referral agent of potential customers of SPARK in exchange for a referral fee pursuant to this Agreement;
NOW, THEREFORE, in consideration of these recitals and the mutual covenants sets forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby as follows:
I SCOPE OF ENGAGEMENT
1.1 Term. This Agreement shall commence on the Effective Date of Start Date and terminate on End Date (Initial Term). At the end of the Initial Term, this Agreement will automatically renew for successive terms of one (1) year (each, a “Renewal Term”)(the Initial Term and Renewal Term(s) referred to herein collectively as the “Term”) unless either party gives written notice to the other party of its intent not to renew at least thirty (30) days prior to the expiration of the then-existing Term.
1.2 Appointment of Agent. SPARK hereby appoints Agent, and Agent hereby agrees to serve as a non-exclusive independent contractor to refer to SPARK potential Customers for SPARK services, provided with respect to VoIP or other solutions. Agent hereby warrants and represents to SPARK that the Agent has the full right and authority to enter into this Agreement and that it has, and will continue to maintain all the consents, approvals, authorizations, qualifications, and/or registrations necessary to provide the Referral Services (as hereinafter defined) in the state in which the Referral Services are being performed (the “State”) and in accordance with this Agreement. Furthermore, Agent represents and warrants that it is not prohibited in any way from entering into or performing this Agreement by any other agreement, commitment, law, or regulation.
II Agent Responsibilities:
1.1 Scope of Work. Agent agrees to use its best efforts to refer potential Customers to SPARK (The “Referral Services”)
Agent will use Attachment A, Agent Referral Form, to submit a Referral.
1.2 Prohibited Activities:
Agent expressly acknowledges that Agent may not offer for sale any SPARK services and that Agent is not an
employee of SPARK, and therefore, cannot offer rates, terms, or conditions for SPARK or impose any direct or indirect charge on Customers relating to the SPARK services (including products issued in connection therewith) other than
those specifically authorized by SPARK. SPARK is not liable to Agent if SPARK obtains an order for SPARK services from
a Customer through other means despite Agent’s prior solicitations of the Customer placing the order unless Agent
has submitted a proper Referral Form prior to another Agent submitting their Agency Referral Form
Agent will work with SPARK to provide the necessary information needed to quote services to the Customer, and SPARK will have the ability to work directly with the Customer as needed to design the appropriate configurations... When the sale closes, SPARK will be responsible for billing, training, and servicing the Customer who will become their Customer for the product(s) sold.
Agent shall not (i) engage in telemarketing campaigns to offer SPARK services; (ii) use or set up Internet search engines to drive potential Customers to Agent’s website or send bulk e-mails (“Spam”) with respect to promoting the Services to potential Customer (iii) violate state or federal Spam laws, or (iv) use computerized auto-dialing systems or ‘robocalling’ to reach potential customers. Agent must refrain from any business practice, promotion, or advertising which may be injurious to the business or goodwill of SPARK.
III FEES; PAYMENT:
1.1 Referral Fee. SPARK shall pay Agent compensation in the form of a Referral Fee for the Referral Services performed in
accordance with this Agreement.
1.2 Payment Schedule. Agent shall be eligible for payment when the service installation is completed. The Agent will
Receive payment on the 1st or 15th of the month following the install based on the timing of the installation date.
1.3 Approved Sale. When a sale is approved for payment, SPARK agrees to pay the Agent 10% of the entire dollar amount of the initial bill. An example follows:
Monthly Recurring:$ 500.00Non-Recurring:$10,000.00License Fee; 652.00Total:$11,152.00
10% Fee$ 1,115.20
1.4 Taxes. Agent shall be solely responsible for all Federal, state, and local taxes, however, designated or levied, arising out of Agent’s performance of the Services (excluding taxes on any of SPARK’s net income). You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that SPARK does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation.
1.5 Expenses. Except as otherwise expressly set forth in this Agreement, Agent shall be solely responsible for furnishing and maintaining, at its own expense, all facilities, materials, labor, supplies and other resources necessary to provide the the referral service. Consultant shall not incur any expenses on behalf of SPARK without SPARK’s approval.
IV PRIVACY AND CONFIDENTIALITY AGREEMENTS
1.1 Privacy Agreement. You are required to observe and uphold all the Company’s privacy policies and procedures as implemented or varied from time to time. Collection, storage, access to and dissemination of employee personal information will be in accordance with privacy legislation.
1.2 Proprietary Information and Inventions Agreement. For purposes of this Agreement, “Confidential Information shall mean all information and materials disclosed by or on behalf of SPARK, or otherwise received, observed or accessed by Agent in connection with the Services of the Agreement, whether in oral, written, visual or electronic form. Consultant will be required to sign the Company’s standard Proprietary Information and Inventions Agreement.
V Interpretation, Amendment and Enforcement.
1.1 This Agreement supersedes and replaces any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between Consultant and the Company and constitutes the complete Agreement between Consultant and the Company regarding the subject matter set forth herein. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company.
IN WITNESS HEREOF, the parties, intending to be legally bound, have executed this Agreement as of the Effective Date by the Undersigned duly authorized representative.
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Signed by Robert Allen
Signed On: April 12, 2021
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Document Name: Referral Incentive Agreement
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