REFERRAL AGREEMENT

This Referral Agreement (the “Agreement”), dated effective as of the _____ day of _______________ 2020 (the “Effective Date”) is entered into by and between [COMPANY NAME] an Oregon corporation (“Company”), and ___________________, [a [STATE OF ORGANIZATION] [TYPE OF ENTITY] or [Individual’s name] (“Finder”, and together with Company, the “Parties”, and each, a “Party”).

RECITALS

WHEREAS, Company is in the business of selling [PRODUCT DESCRIPTION] (hereinafter collectively referred to as the “Products” and set forth on Exhibit A attached hereto) for purposes of providing recommendations to customers interested in [USE CASE]; and

WHEREAS, Company desires to engage Finder to introduce to Company any potential sales leads and prospective purchasers for the Products (“Customers”), and Finder desires to accept such engagement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Engagement.

Company hereby engages Finder, and Finder hereby accepts such engagement, to act as Company’s non-exclusive finder with respect to sales of the Products to Customers in [GEOGRAPHIC TERRITORY] (the “Territory”) during the Term, solely in accordance with the terms and conditions of this Agreement. Company may in its sole discretion engage any other person or company to sell the Products. Company shall provide Finder with pertinent sales literature, non-functioning samples, and other materials which are necessary to enable Finder to fulfill its obligations hereunder.

Finder shall introduce Company to Customers, and as may be mutually agreed upon by the Parties, Finder may perform such other responsibilities, including forwarding sales literature and non-functioning samples provided by Company, but shall not participate in any sales meetings or negotiations nor have authority to offer or sell the Products to any Customer.

Finder makes no representation or warranty about the creditability or suitability of any Customers introduced to Company, and neither Company, nor any of its directors, officers, or shareholders, should in any way rely on Finder to perform any due diligence with respect to the creditability or suitability of any Customer.

The prices, terms, and conditions under which Company offers or sells any Products shall be determined by Company in its sole discretion. Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Products. Nothing in this Agreement shall obligate Company to actually offer or sell any Products or consummate any transaction with any Customer. Company may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of Products without any liability or obligation to pay compensation to Finder under Section 2 or otherwise.