This Referral Agreement (this “Agreement”) is made by and between Design Department, LLC (“DD”) and the “Referral Partner” that accepts the terms of this Agreement (either through signature or digital confirmation) .  DD and Referral Partner are referred to herein individually as a “Party” and collectively as the “Parties.” 

TERMS AND CONDITIONS

1. TERM OF REFERRAL AGREEMENT. The “Term” of this Referral Agreement begins upon acceptance of the terms of the Agreement by the Referral Partner and is perpetual, and will only terminate upon written notice from one Party to the other as described herein.

2. NO OBLIGATION.  DD, in its sole discretion, shall have the option to enter into, or decline to enter into, an agreement, contract, or project (“Project”) with any client referred to DD by Referral Partner (the “Potential Client”).  In the event DD declines, for any reason, to enter into a Project with any Potential Client, DD shall have no obligation under this Agreement with respect to such Potential Client.

3. QUALIFICATION AS REFERRAL. Referral Partner acknowledges and agrees that in order for a Potential Client to qualify as a referral from Referral Partner (a “Qualified Referral”), the following must occur:

1. Referral Partner must have actively participated in the initial introduction of the Potential Client to DD or Potential Client must mention Referral Partner in introductory conversation; and

2. DD must enter into a Project with the Potential Client, upon such terms and conditions acceptable solely to DD and such Potential Client, within sixty (60) calendar days of such Potential Client being referred to DD by Referral Partner.

Referral Partner acknowledges and agrees that a Potential Client will not be considered a Qualified Referral and no Referral Fee will be paid to Referral Partner by DD for the referral of Potential Client if:

1. Potential Client was an existing client or contact of DD’s at the time of the referral; or

2. Potential Client and DD were already involved in preliminary or advanced discussions relating toward a working relationship between Potential Client and DD; 

3. If a Potential Client is referred by multiple people; or

4. Potential Client and DD enter into a working relationship more than sixty (60) calendar days after Referral Partner notifies DD about the Potential Client.

If a Potential Client is Qualified Referral and becomes a new client of DD (a “Referred Client”), DD has clear ownership of that Referred Client and the right to control the relationship with the Referred Client free and clear from interruption by Referral Partner.

4. PAYMENT.  Subject to the requirements of Section 3, DD will pay or credit Referral Partner a “Referral Fee” in the following scenarios: 

1. If a Qualified Referral registers for a public workshop ($600 value), the Referral Fee shall be either one (1) $100 gift card or one (1) $250 credit towards any of DD’s services or workshops.

2. If a Qualified Referral registers for a public workshop series ($2,000+ value), the Referral Fee shall be either one (1) $250 gift card or one (1) $500 credit towards any of DD’s services or workshops.

3. If a Qualified Referral signs up for a custom learning and development program for their team, the Referral Fee shall be either one (1) $500 gift card or one (1) $1,000 in credit towards any of DD’s services or workshops.

A Referral Fee is considered earned once a Referred Client pays their full invoice for the Project the Referral Fee is based on. DD shall pay the Referral Fee within thirty (30) days of the receiving the Referred Client’s payment for a Project. DD shall not be responsible for remitting the Referral Fee outlined herein if the Referred Client does not pay DD the full amount for the Project agreed to between DD and the Referred Client. Referral Partner may receive multiple Referral Fees during the Term of this Agreement, in the event that Referral Partner refers multiple Potential Clients that are Qualified Referrals to DD. 

5. CONFIDENTIALITY.  Both Parties agree that the terms and conditions of this Agreement shall be treated as Confidential Information.

6. TERMINATION.  Either party may terminate this Agreement for any reason upon giving written notice to the other Party.  Upon termination of this Agreement, Referral Partner shall be entitled to all outstanding Referral Fees due at the time of termination.  

7. INDEPENDENT PARTIES.  This Agreement does not create any joint venture, partnership, agency, or employment relationship between the Parties.  Neither Party shall have the authority to legally blind the other Parties to any contract, proposal, or commitment, or to incur any debt or create any liability on behalf of the other.  Parties are not liable for employment taxes of any employee of the other Party. 

8. NO ASSIGNMENT.  Neither party may assign this Agreement without written consent of the other, except for such consent is not required to the successor of all or substantially all of the assignor’s business or assets.

9. GOVERNING LAW.  This Agreement shall be governed solely in accordance with the laws of the State of California and any controlling United States federal law.

10. ENTIRE AGREEMENT.  This Agreement represents the entire agreement of the Parties and supersedes all prior discussions and/or agreements between the Parties and is intended to be the final expression of their Referral Agreement.  It shall not be modified or amended except in writing signed by both Parties.  In the event of an expressed conflict between the terms of this Agreement and the terms of any Exhibit, the verbiage of this Agreement controls.  If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extension necessary so that this Agreement shall otherwise remain in full force and effect.  The Agreement may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.