Business Referral Agreement[Name of Referee]

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DATED______2017

[ABC]

And

[XYZ]

Business Introducer Referral Agreement

ContentsTABLE OF CONTENTS

1.DEFINITIONS

2.INTERPRETATION

3.SCOPE OF SERVICE

4.FEES

5.CONFIDENTIALITY

6.DATA PROTECTION

7.DURATION & TERMINATION

8.NOTICES

9.ENTIRE AGREEMENT

10.SEVERABILITY

11.REMEDIES AND WAIVER

12.FORCE MAJEURE

13.ASSIGNMENT AND NOVATION

14.GOVERNING LAW AND JURISDICTION

15.RIGHTS OF THIRD PARTIES

16.DISPUTE RESOLUTION

17.MISCELLANEOUS

SCHEDULE 1

SCHEDULE 2

1.DEFINITIONS...... 4

2.INTERPRETATION...... 5

3.SCOPE OF SERVICE...... 5

4.FEES...... 6

5.CONFIDENTIALITY...... 6

6.DATA PROTECTION...... 6

7.DURATION & TERMINATION...... 7

8.NOTICES...... 7

9.ENTIRE AGREEMENT...... 7

10.SEVERABILITY...... 7

11.REMEDIES AND WAIVER...... 8

12.FORCE MAJEURE...... 8

13.ASSIGNMENT AND NOVATION...... 8

14.GOVERNING LAW AND JURISDICTION...... 8

15.RIGHTS OF THIRD PARTIES...... 8

16.DISPUTE RESOLUTION...... 9

17.MISCELLANEOUS...... 9

SCHEDULE 1...... 10

SCHEDULE 2...... 11

1.DEFINITIONS...... 4

2.INTERPRETATION...... 5

3.SCOPE OF SERVICE...... 5

4.FEES...... 6

5.CONFIDENTIALITY...... 6

6.DURATION & TERMINATION...... 6

7.NOTICES...... 7

8.ENTIRE AGREEMENT...... 7

9.REMEDIES AND WAIVER...... 7

10.FORCE MAJEURE...... 8

11.ASSIGNMENT...... 8

12.GOVERNING LAW AND JURISDICTION...... 8

13.RIGHTS OF THIRD PARTIES...... 8

14.DISPUTE RESOLUTION...... 8

15.MISCELLANEOUS...... 9

SCHEDULE 1...... 10

SCHEDULE 2...... 11

Parties...... 2

Background...... 2

1.DEFINITIONS...... 3

2.INTERPRETATION...... 3

3.SERVICES...... 3

4.FEES...... 5

5.CONFIDENTIALITY...... 5

6.DURATION & TERMINATION...... 5

7.GENERAL PROVISIONS...... 6

SCHEDULE 1...... 9

SCHEDULE 2...... 10

BUSINESS REFERRAL AGREEMENT

This BUSINESS REFERRAL Agreement is dated [agreement date]. (this “Agreement”).

This Agreement is made on ______2017.

PartiesBETWEEN:

(1)[ABC], a [companycompany/individual/partnership][incorporated inwith its principal place of residence/business in Singapore]with at [address (and Company Registration Number, if applicable)] and Company Registration Number] (the “CompanyReferee”);

andand

(2)[XYZ],a [company/individual/partnership] [with its principal place of residence/business in Singapore] at [address (and Company Registration Number, if applicable)] a company incorporated in Singapore with [address and Company Registration Number] (the “IntroducerReferrer”).

(each a “Party” and collectively, the “Parties”).

BackgroundWHEREAS:

AThe CompanyReferee is [insert details of the Referee’s nature of the business of the CompanyReferee] and requires the introduction of prospective customers to its business.

BThe CompanyRefereehas agreesd to engage the IntroducerReferrer to provide certain Introducer Referral Services, on the terms and conditions of this Agreement.

CXYZ The Referrer has agreesd to introduce prospective Clients (who are not existing Clients of the CompanyReferee) to the [goods and/or services ] of the CompanyReferee with the aim to convert these Clients into to become [A1]prospective customers of the CompanyReferee.

DThe Company and XYZParties agree that the appointment shall be on a [ean exclusive/a non-exclusive] basis as the CompanyReferee reserves the right to appoint any other personindividual, firm company or companycompanypartnership in Singapore or elsewhere to carry outprovidethe Introducing Referral Services.

THE PARTIESIT IS HEREBY AGREED AS FOLLOWS:

1.DEFINITIONS

1.1Except as otherwise specified herein, the following terms words and expressions shall have the following definitionsmeanings in this Agreement:

"Agreement" / shall Mmeans this Introducer Agreement and Schedules 1 and 2 as attached, and all amendments, modifications and supplementals thereto from time to time in accordance with the terms herein;
"Client" / shall Mmeans any and all of the prospective/potential clients, individualperson or another business entity that the IntroducerReferrer may from time to time introduce to the CompanyReferee;
“Event of Termination” / Means any event or circumstances as set out in Clause 6.2;
“Referral Fees” / Means the fees for the Referral Services rendered by the Referrer to the Referee as set out in Schedule 2;
"Introducing Referral Services" / shall Mmeans the services to be provided by the IntroducerReferrer to the CompanyReferee, pursuant to Clause 3 and as detailed in Schedule 1.

2.INTERPRETATION

2.1In this Agreement:

2.1.1Cclause headings are inserted for convenience of reference only and shall not affect the interpretation of this Agreement;

2.1.2Wwords importing the plural shall, except where the context otherwise requires, include the singular and vice versa;

2.1.3Rreferences to the masculine gender shall include the feminine or neuter genders and vice versa;

2.1.4Rreferences to persons shall be construed as references to an individual, firm[A2]company, companyReferee, body corporate, statutory board, government body, incorporated body of persons, association or trust as the context may require; and

2.1.5Aany reference to a statute or statutory provision shall be deemed to include any statute or statutory provision which amends, extends, consolidates or replaces the same or which has been amended, extended, consolidated or replaced by the same and any orders, regulations, instruments or other subsidiary legislation made thereunder.

3.SCOPE OF SERVICES

3.1The IntroducerReferreragrees to supply the Introducing Referral Services as detailed in Schedule 1 hereto upon the terms and conditions of this Agreement.

3.2All the Clients introduced by the IntroducerReferrer will be subject to the CompanyReferee's internal due diligence procedures. The CompanyReferee is entitled at all times to decline to establish or to continue a business relationship with a potential Cclient referred by the Introducer. The CompanyReferee has the sole discretion to decide whether or not to enter into or to continue such a relationship.

3.3The Introducing Referral Services shall be provided from the date of this Agreement and shall continue during the term of this Agreement, subject to termination as provided inin accordance with Clause 6 below.

3.4The Introducing Referral Services shall not include any negotiation of the pricing and/or the negotiation of anycontractual terms on behalf of the CompanyReferee.

3.5To assist the IntroducerReferrer,the CompanyReferee agrees to from time to time to provide the IntroducerReferrer[at the CompanyReferee’s expense] with the following:

3.5.1Wwritten directions or instructions, and/or scripts to provide guidance;

3.5.2Iinformation on the CompanyReferee; and

3.5.3Ppromotional, marketing and advertising literature, publications and materials in relation to the CompanyReferee’s good and/or services.

3.6The IntroducerReferrer shall devote to its obligations hereunder such of its time, attention and skill as may be reasonable and necessary for the proper performance of the Introducing Referral Services.

3.7The IntroducerReferrer represents and acknowledges that:

3.7.1Iin receiving the Referral Fees, it is not in violation of any applicable law, rule or regulation binding upon it and has made all disclosures and obtained all such consents and approvals to receive the Referral Fees as may be required under the circumstances. Further, it shall in future, where if required by any applicable law, court or regulatory body, make all such disclosures, and obtain all such consents and approvals, relating toin relation to the Referral Fees as may be required under the circumstances;

3.7.2Iit is aware of the bribery laws, money laundering laws, regulations and provisions in Singapore that are applicable to the CompanyReferee and undertakes to comply with them;

3

3.6

3.7.3Iit will be responsible for and will bear all applicable taxes in Singapore in relation to the Referral Fees;

3.7.4Iit will not make any modifications to or alter, remove or tamper with any trade marks, marks, signs, logos or insignias of the CompanyReferee; and

3.7.5Iit will act in good faith towards the CompanyReferee in the performance of its duties under or pursuant to this Agreement.

3.8The IntroducerReferrer acknowledges that the CompanyReferee is relying on all the representations set out above and payment of the Referral Fees is being made in reliance on such representations.,and The Referrer hereby agrees to indemnify the CompanyReferee in full against any loss, action, proceedings or damage that the CompanyReferee or any affiliate thereof may suffer as a result of reliance upon the above representations and the payment of the Referral Fees.

3.9The above representations are deemed to be effective as of the date of the entry into thethe Agreement,and as at the date hereof[A3], and as of the date of each payment of the Referral Fees.

4.FEES

4.1In consideration of the Introducing Referral Services rendered by the IntroducerReferrer, the CompanyReferee shall pay to the IntroducerReferrer the Referral Fees as set out in Schedule 2.

5.CONFIDENTIALITY

5.1Each Party agrees with the other that it shall not (unless required by law) at any time and without the prior written consent of the other, divulge or otherwise disclose or permit or allow the disclosure of any information not in the public domain in relation to the affairs or business or methods of carrying on business of the other which may from time to time come into its knowledge or possession.

5.2The CompanyReferee undertakes not to disclose to any other person or entity (save as required under law), the identity of the Client without the prior written consent of the IntroducerReferrer.

5.3Each of the Parties shall ensure that its employees, agents and sub-contractors are aware of and comply with the confidentiality and non-disclosure provisions contained in this Cclause 5 and that each Party shall be responsible in respect of any loss or damage which the other Party may sustain or incur as a result of any breach of confidence by any of such persons.

5.4This Clause 5 shall survive the termination of the Agreement.

6.DATA PROTECTION

6.1Each of the Parties agree that, that in furtherance of the Referral Services rendered by the Referrer, they willto ensure that they will to obtain any consent, pursuant to the Personal Data Protection Act (No. 26 of 2012), that as is necessary to further the provision of the Referral Services by the Referrer, pursuant to the Personal Data Protection Act (No. 26 of 2012), from any relevant individuals as required.D

6.7.DURATION TERMINATION

6.17.1This Agreement shall be effective as of the date of this the Agreement and shall terminate in upon the occurrence of any of the circumstances detailedEvent of Termination in Clause 6.2 below.

7.2This Agreement shall continue and remain in force and effect unless and until terminated by any Party giving to the other Party the Company giving to the Introducer or the Introducer giving to the Company not less than [thirty (30)]30 days' notice in writing (or such other notice period as the parties may agree to accept).

6.27.3PROVIDED Either Party may, by written notice to the Party and at any time, that terminate this Agreement may be determined forthwith by notice in writing by either party ifwith immediate effect without liability to pay any compensation or damages if:

6.2.1the CompanyThe other Party ceases to be in the specific business that it has set out to be in;

6.2.2Tthe other Pparty shall commits any material breach of its obligations under this Agreement and fails to make good such breach within thirty (30) days of receipt of notice from the other party requiring it to do so; or

6.2.3Tthe other Pparty shall goes into liquidation (except a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the other party), judicial management or if a receiver is appointed over all or any of the assets of the other Pparty, or enters into any voluntary arrangement with its creditors or shall ceases or threatens to cease to carry on business.

7.8.GENERAL PROVISIONSNOTICES

7.18.1Notices under this Agreement may be delivered by courier or by mail to the addresses specified in this Agreement or such new address as may be amended by notice in writing to the other Party from time to time. Notice will be deemed given:

7.1.1Iin the case of courier, on the date such courier leaves such notice at the address of the recipient. In this regard, a written acknowledgement by a representative of the courier that the notice had been left as aforesaid shall be sufficient proof that such notice was served; or

7.1.2iIn the case of posting, [seven (7)] days after the date of dispatch. In this regard, proof that the envelope containing such notice was properly addressed and posted as a pre-paid letter by registered post shall be sufficient proof that such notice was served.

  1. ENTIRE AGREEMENT

7.29.1This Agreement embodies all the terms and conditions agreed upon between the Parties as to the subject matter of this Agreement and supersedes and cancels in all respects all previous agreements and undertakings, if any, between the Parties with respect to the subject matter of this Agreement, whether such be written or oral.

  1. SEVERABILITY

10.1If any provision of this Agreement is held or interpreted by any governmental authority to be illegal or invalid under present or future laws or regulations effective and applicable during the term of this Agreement, such provisions shall be fully separable and this Agreement shall be construed as if such illegal or invalid provision had never comprised a part of this Agreement and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal or invalid provision or by its severance from this Agreement.

  1. REMEDIES AND WAIVER

7.411.1No waiver of any provision of this Agreement nor consent to any departure by any Party therefrom, shall in any event be of any force or effect unless the same shall be confirmed in writing, signed by the other Party, and then such waiver or departure shall be effective only to the extent for which it may be made or given. No variation or modification of this Agreement shall be effective unless agreed in writing between the Parties.

7.511.2Any waiver of any breach of this Agreement shall not be deemed to apply to any succeeding breach of the provision or of any other provision of this Agreement. . No failure to exercise and noor delay in exercising on the part of any of the Parties hereto any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. . The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.

Nothing in this Agreement shall constitute a partnership or establish a relationship of principal and agent or employer and employee or any other relationship of a similar nature between the Parties.

  1. FORCE MAJEURE

7.712.1No claim for damage or any other remedy shall arise out of any breach of this Agreement or failure to perform any obligation under this Agreement if such breach or failure is caused by an act of God, civil commotion, riots, lockouts, compliance by any Party with an intervention or action by any governmental authority or any event outside the reasonable control of that Party in question.

The covenants, conditions and provisions of this Agreement which are capable of having effect after the expiration of this Agreement shall remain in full force and effect following the termination of this Agreement.

  1. ASSIGNMENT AND NOVATION

13.1Neither the benefit nor the burden of this Agreement shall be assigned or novated by either of the Pparties hereto except with the consent in writing of the other Pparty.

  1. GOVERNING LAW AND JURISDICTION

14.1This Agreement shall be construed and be governed by the laws of Singapore and the Parties hereby irrevocably submit to the exclusive jurisdiction of the Singapore courts.

  1. RIGHTS OF THIRD PARTIES

15.1Nothing in this Agreement is intended to grant to any third party any right to enforce any term of this Agreement or to confer on any third party any benefits under this Agreement for the purposes of the Contracts (Rights of Third Parties) Act (Cap. 53B) (as may be amended from time to time), the application of which legislation is hereby expressly excluded.

  1. DISPUTE RESOLUTION

7.1216.1Any dispute arising out of or in connection with this Agreementcontract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (the “SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the "SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore and the Tribunal shall consist of [number (number in Roman numerals)] ______arbitrator(s).

OR

The Each construction, validity and performance of this agreement shall be governed by the laws of Singapore and the partiesPartyirrevocably submits to the [exclusive/non-exclusive] jurisdiction of the either the courts of SingaporeSingapore courts all disputes arising out of or in connection with this Agreement, including any question relating to its existence, validity or termination.

AND/OR

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall first be submitted to the Singapore Mediation Centre for resolution by mediation in accordance with the Mediation Procedure for the time being in force. The Parties agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached.or a mediator jointly agreed by all parties[A4].

  1. MISCELLANEOUS

17.1Nothing in this Agreement shall constitute a partnership or establish a relationship of principal and agent or employer and employee or any other relationship of a similar nature between the Parties.

7.1417.2The covenants, conditions and provisions of this Agreement which are capable of having effect after the expiration of this Agreement shall remain in full force and effect following the termination of this Agreement.

IN WITNESS WHEREOF this Agreement has been entered into the day and year first above written.