TERMS AND CONDITIONS - REFERRAL AGREEMENT
RECITALS
WHEREAS, Referrer (https://containerhomesbc.ca/) is engaged in the business of providing referral and listing services; and
WHEREAS, Company is engaged in the sale of container homes and agrees to pay a commission of 5% on the total gross fees received by Company for each container home sale referred by Referrer.
NOW, THEREFORE, for and in consideration of the premises and the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Referrals
1.1 During the Term, the Referrer will provide container home leads and listing services.
1.2 If the Company approves of the potential lead or listing inquiry introduced by the Referrer, the Company will meet and negotiate independently with such potential client with respect to a potential relationship and the terms applicable to such potential relationship. The Company will have sole discretion to enter into or not enter into an agreement with a potential client.
Commission Payments
2.1 During the Term, Company will pay Referrer a commission (the “Compensation”) of 5% of the total gross fees received at the sale of each container home by Company, in accordance with Schedule A.
2.2 Company must provide a Bill of Sale and Proof of Payment. Payment shall be made to the Referrer no later than 30 days after receipt of the total gross fees.
Confidentiality
3.1 Referrer and Company, and either party’s affiliates, and their or their affiliates’ officers, directors, and employees, shall use at least the same care and discretion to prevent disclosure of Confidential Information (as hereinafter defined) of the other party as it uses with similar Confidential Information of its own that it does not desire to disclose, but in no event with less than a reasonable degree of care. Either party may use Confidential Information of the other party in order to carry out its obligations hereunder, but in doing so will only allow dissemination of Confidential Information internally on a need-to-know basis (provided such persons are first informed of the confidential nature of such information and directed to use or disclose it only as permitted herein). If either party must disclose any Confidential Information of the other party as
required by law, then that party may make such disclosure after providing the other party with reasonable notice so that the other party may seek protective relief.
3.2 Nothing herein shall be construed as granting either party any property rights, by license or otherwise, to any Confidential Information of the other party, or to any invention or any patent, copyright, trademark, or other intellectual property right of the other party. Neither party shall make, have made, use or sell any product or service or other item using, incorporating or derived from any of the other party’s Confidential Information.
General Provisions
4.1 Independent Contractor. It is expressly agreed that Referrer is acting as an independent contractor, and not an employee of the Company and that Referrer does not have any authority or right to bind the Company or enter into any contracts, agreements, or other legal commitments or obligations with third parties on behalf of Company.
4.2 Notice. All notices under this Agreement will be given in writing or by written telecommunications via overnight mail, facsimile, or electronic mail to the addresses set forth below or such other address as either party may substitute by notice hereunder and all such notices given in accordance hereunder will be deemed as given as of the date of sending.
4.3 Partial Invalidity. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination will not affect the validity or enforceability of any other part or provision of this Agreement.
4.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications among the parties. This Agreement may not be released, discharged or modified except by an instrument in writing signed by the parties.
4.5 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to any applicable conflicts of laws, except to the extent that certain matters may be governed by federal law by reason of preemption. The parties hereby irrevocably attorn to Courts of the Province of British Columbia, Vancouver Registry and the Federal Court sitting in Vancouver as the case may be for subject matter falling within the jurisdiction of the Federal Court.
4.6 Relationship of Parties. Nothing contained in this Agreement will be deemed or construed as creating a joint venture or partnership between Company and Referrer. Neither party, by virtue of this Agreement, is authorized as an agent, employee or legal representative of the other. Except as specifically set forth herein, neither party shall have the power or authority to bind the other party to any contract or obligation of any kind.
Schedule A
Commission Calculation
○ The commission rate is 5% of the total gross fees received by the Company for each container home sale referred by the Referrer.
Payment Terms
○ Payments shall be made to the Referrer within 30 days of receipt of the total gross fees by the Company.
○ The Company must provide the Referrer with a Bill of Sale and Proof of Payment to verify the sale and the amount received.
Dispute Resolution
○ Any disputes regarding commission payments shall be resolved through mutual negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit to mediation in British Columbia before pursuing any other legal remedies.
Termination
○ Upon termination of this Agreement, the Company shall pay the Referrer any outstanding commission payments within 30 days of termination.
Miscellaneous
○ This Schedule A may be amended or modified only in writing signed by both parties.
