telovations referral partner agreement - v9!10!10-1

7/29/2019 Telovations Referral Partner Agreement - V9!10!10-1

1/5

Initials _____

v. 08/12/10U-8/17/10.1

SALES REFERRAL AGREEMENT

THIS SALES REFERRAL AGREEMENT (hereinafter "Agreement") is made as of ________,20____(the Effective Date) by and between Telovations, Inc., a Delaware corporation with a principalplace of business at 1410 N. West Shore Blvd, Suite 700 Tampa, FL 33607 (Telovations) and

a _____________________ corporation with a principal place of businesslocated at (Referral partner).

Background

WHEREAS, Telovations promotes, markets and sells certain telecommunications services (the Services);

WHEREAS, Referral Partner has business contacts who could benefit from Telovations services

WHEREAS, Telovations desires to grant to Referral Partner and Referral Partner desires to obtain fromTelovations the non-exclusive right to promote, market and refer the Services in the Territory;

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, Telovations and ReferralPartnerdo hereby agree as follows:

1. The following defined terms shall apply to this Agreement:

a. "Order" means an order for Services submitted to Telovations by a customer that, upon acceptance by

Telovations, shall become a binding contract for Telovations to sell and deliver and for a customer topurchase and pay for the Services described in the Order.

b. "Prospect" orReferral means a specifically identified and qualified prospective customer with operationslocated in the United States that Referral Partner has a good faith reason to believe shall have a sufficientdegree of interest in the Services that an Order shall be generated if commercially reasonable sales effortsare directed at the prospective customer.

c. "Approved Prospect" means Prospect or Referral (or customer as used herein) for which Referral Partnerhas completed the Referral Approval Form which has been submitted to and approved by Telovations.

d. "Net Invoice Amounts" equals the amount(s) billed to the Approved Referral for eligible services under anOrder obtained during the Referral Period from an Approved Referral hereunder net of discounts andallowances and exclusive of amounts billed for reimbursed expenses, freight, insurance and taxes.

e. "Referral Period" means ninety (90) days from the date on the approved Referral Approval Form, Exhibit B.

f. Territory means the location(s) set forth on Exhibit A; Referral Form.

2. Referral Partner shall perform the following during the term of this Agreement:

a. Prior to undertaking any solicitation efforts of a Prospect relating to the Services, Representative shallsubmit a Referral Form for approval, Exhibit B, to Telovations at www.telovations.com/TPP and provide suchadditional information as may be requested by Telovations. If the Prospect does not conflict with other salesefforts underway by Telovations or any of its other resellers or referral organizations, Telovations may, in itssole discretion, approve the Prospect by e-mail to the e-mail address listed on the Referral Partner Profile.

b. Assist a Telovations representative in scheduling a meeting with the referral within thirty (30) days afterTelovations' approval of the referral.

3. For any invoices issued pursuant to Orders received by Telovations from the Approved Referral during theReferral Period (regardless of the date of the invoice), Telovations shall pay Referral Partner a commissionpursuant to Exhibit C attached hereto of the Net Invoice Amounts. Commissions hereunder shall be due andpayable to Representative only for so long as this Agreement is in effect and for a period not to exceed 24months. Telovations shall mail the commission check to Referral Partner within forty-five (45) days of the date ofTelovations' invoice to the Approved Referral for the Order(s). Referral Partner agrees that the payment of thiscommission shall be Telovations' sole financial and legal obligation to Referral Partner hereunder and that nopayments shall be made for Orders obtained following the Referral Period, no matter what efforts ReferralPartner may have made with respect to such Orders.


2/5

Initials _____

v. 08/12/10U-8/17/10.1

4. Referral Partner agrees that Referral Partner is an independent contractor, not Telovations partner, agent oremployee. Referral Partner shall bear its own expenses in connection with this Agreement without anyreimbursement by Telovations. Referral Partner understands and agrees that this arrangement is on a non-exclusive basis and that Telovations may engage other parties to assist in its sales efforts with respect to theServices or any other Telovations services as, when and wherever it desires. In no event shall Telovations beliable for incidental, consequential, punitive, indirect or special damages irrespective of the basis of claim. INNOEVENT SHALL TELOVATIONS BE LIABLE TO REFERRAL PARTNER, CUSTOMERS OR TOANY THIRDPARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES,INCLUDING,BUTNOTLIMITEDTO,ANYDAMAGESFORLOSTPROFITS,LOSTSAVINGS,INTERRUPTION

OF BUSINESS, LOSS OF TECHNOLOGY OR LOST DATA, HOWEVER ARISING, WHETHER UNDERTHEORIESOFCONTRACT,TORT (INCLUDINGNEGLIGENCE),STRICTLIABILITY OROTHERWISE,EVENIFTELOVATIONSHASBEENADVISEDOFTHEPOSSIBILITYOFSUCHDAMAGES. TELOVATIONS TOTALCUMULATIVE LIABILITY UNDER THISAGREEMENT SHALL BE LIMITED IN THEAGGREGATE TO THETOTALAMOUNT OF COMMISSIONS PAID BY TELOVATIONS TO REPRESENTATIVE DURING THE MOSTRECENTTWELVEMONTHTERM.

5. All information that Telovations discloses to Referral Partner hereunder ("Telovations ConfidentialInformation") including any information concerning an Approved Prospect shall always be treated as confidentialby Referral Partner during the term of this Agreement and thereafter and shall not be disclosed to a third partywithout Telovations prior written consent. Referral Partner shall not use any of the Telovations ConfidentialInformation except in the performance of its duties hereunder. All Information provided to Referral Partner shallbe returned to Telovations immediately upon request.

6. This Agreement shall be effective as of the Effective Date and shall continue until either party sends the otherparty written notice of termination. Termination of this Agreement shall be effective immediately. Commissionsshall be paid only so long as such customer remains a TELOVATIONS customer and provided this Agreementhas not been terminated (for a period not to exceed 24 months). Upon termination of this Agreement byTELOVATIONS for cause, all payment of commissions to Referral Partner shall immediately cease.

7. Both parties agree that any controversy or claim relating to this Agreement, any performance or dealingsbetween the parties or otherwise shall be settled exclusively by arbitration in Delaware by a single arbitratorpursuant to the American Arbitration Association's Commercial Arbitration Rules, including the Optional Rules forEmergency Measures of Protection then in effect and judgment upon the award shall be entered in any courthaving jurisdiction thereof. The arbitrator shall be chosen from a panel of licensed attorneys familiar with thesubject matter of this Agreement. Delaware law shall apply to this Agreement, excluding conflicts of law. Theprevailing party shall be awarded reasonable attorney's fees, costs and disbursements in addition to any otherrelief granted.

8. By signing below, the parties agree that this Agreement constitutes the entire agreement between the partiesand shall only be modified by a written instrument executed by an authorized officer of both parties.

TELOVATIONS, INC.Representative Name

Signature Signature

Print Name Print Name

Print Title Print Title

Date Date

Tax I.D.

Partner Number (provided by Telovations)


3/5

Initials _____

v. 08/12/10U-8/17/10.1

Exhibit A

Territory

Referral Form

Company Information

C O M P A N Y N A M E M A I N P H O N E # M A I N F A X #

M A I N A D D R E S S C I T Y S T A T E Z I P

W E B S I T E A D D R E S S

Who Is The Main Contact?

C O N T A C T N A M E C O N T A C T E - M A I L A D D R E S S C O N T A C T T I T L E

Who Is The Technical Contact?


Who Handles The Accounts Payable/Accounts Receivable?


Additional Contact Information


Additional Company Information

# O F E M P L O Y E E S # O F L O C A T I O N S O T H E R

Please provide a separate sheet for each referral

Fax to 813-463-1707


4/5

Initials _____

v. 08/12/10U-8/17/10.1

Exhibit B

Referral Partner Profile

Referral Partner Profile

FORM TO BE COMPLETED BY REFERRAL PARTNER AND E-MAILED OR FAXED TO TELOVATIONS.

Company Information

R E F E R R A L P A R T N E R C O M P A N Y N A M E M A I N P H O N E # M A I N F A X #

M A I N A D D R E S S C I T Y S T A T E Z I P

W E B S I T E A D D R E S S # O F E M P L O Y E E S

Who Is The Main Contact?

C O N T A C T N A M E C O N T A C T E - M A I L A D D R E S S C O N T A C T M O B I L E #

Who Is The Sales Contact?


Who Handles The Accounts Payable/Accounts Receivable?


Who Should Receive The Commission Check?


Additional Contact Information


Telovations, Inc.

1410 N. West Shore Blvd, Suite 700

Tampa, FL 33607

Phone: (813) 321-1044

Fax: (813) 463-1703

Attention: Patti Sass


5/5

Initials _____

v. 08/12/10U-8/17/10.1

Exhibit C

Commission Structure

1. Commissions are payable according to the schedule below for referrals submitted byReferral Partner and approved via e-mail by Telovations as outlined in Section 2A.

2. For each Referral that Referral Partner submits who then becomes a Telovations

customer, Referral Partner will be eligible to receive a commission according to theschedules below.

3. An approved Referral becomes a customer of Telovations when three things happen:customer signs a Service Order, passes Telovations credit check, and the customersservice has been installed and activated.

Eligible Services

Hosted Services

Commission Schedule

Eligible Service Description Commission AmountHosted Services 1XMRC on hosted services(excluding circuits) up to $2000 forall contracts with a minimum 1year contract

1XMRC on hosted services(excluding circuits) up to$2000

4. Referral Partner hereby acknowledges and agrees that it is responsible for thepayment of any chargeback amounts and that the following chargeback/nonpaymentpolicy shall apply to all commissions paid hereunder:

A. Referral Partner shall be charged back 100% of any paid commission if anApproved Prospect terminates service with TELOVATIONS or has its servicedisconnected by TELOVATIONS within six (6) months following installation;

B. In the event an Approved Prospect fails to pay TELOVATIONS for service,Referral Partner agrees TELOVATIONS may suspend, discontinue, terminateand/or chargeback commissions related to such Approved Prospect due tosuch nonpayment; and

C. By executing this Agreement, Referral Partner specifically agrees to pay anyand all chargeback amounts calculated hereunder. Referral Partner herebyacknowledges and agrees that its payment of the chargeback amount is amaterial term of this Agreement and failure to make such payment shall resultin the immediate termination for cause of this Agreement by TELOVATIONS.Referral Partner hereby agrees that TELOVATIONS may recover chargebacksby withholding from or offsetting against future commissions or compensationotherwise due or payable to Referral Partner.

telovations referral partner agreement - v9!10!10-1

Documents