PARTNERSHIP TERMS

The Affiliate agrees to the terms of this Referral Agreement (the “Agreement”) upon completing the form that references this Agreement, which will be effective on the date the form is completed (the “Effective Date”). This Agreement is between Yard Management Solutions (the “Company”) and the Affiliate completing the form (the “Affiliate”). Each may be individually referred to as a “Party” and collectively as “the Parties.”

  1. PARTNERSHIP PURPOSE
    1. Purpose. Yard Management Solutions is in the business of yard management software and wishes to gain additional clients/customers. The Affiliate is in a position to refer potential clients/customers to the Company.
    2. Referral ArrangementUpon the Effective Date of this Agreement, the Affiliate may, from time to time, refer potential clients to the Company. The Company will pay the Affiliate a fee for successful referrals, where a successful referral is defined as a referral that becomes a client of The Company.
  2. PROFIT SHARE
    1. Compensation. For each successful referral, the Company shall pay the Affiliate a percentage of the new client’s system setup fee. The Company shall pay the Affiliate within thirty (30) days of receipt of payment from the new client.
    2. Multiple Facilities Referral. In the event that the Affiliate brings a client with multiple facilities to the Company within 18 months after the first received payment from the initial successful referral, the Affiliate shall be entitled to a referral fee for each additional facility brought to the Company, subject to the terms and conditions outlined in this Agreement.
  3. TERMS
    1. Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue until termination.
    2. Termination. This Agreement may be terminated at any time by either Party upon 30 days written notice to the other Party. Upon termination, The Company shall pay the Affiliate all compensation due and owing for referrals made prior to the date of termination, but not yet paid.
  4. MUTUAL CONFIDENTIALITY
    1. Confidentiality. During the duration of this Agreement, both the Company and the Affiliate may find it necessary to disclose proprietary information, including trade secrets, industry knowledge, and other confidential data, in order for the Affiliate to pursue potential referrals. Both parties agree not to disclose any of this proprietary information under any circumstances. This provision shall remain in full force and effect even after the termination of the Agreement, whether through natural expiration or early termination by either Party, ensuring the ongoing confidentiality of the shared information.
  5. GENERAL PROVISIONS
    1. Representation and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
    2. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying Party, or its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.
    3. Limitation of Liability: Under no circumstances shall either party be liable to the other party or any third party for any damages resulting from any part of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, which are not related to or the direct result of a party’s negligence or breach.
    4. Disclaimer of Warranties: The affiliate may refer potential clients as requested by the company. The affiliate does not represent or warrant that such referrals will create any additional profits, sales, exposure, brand recognition, or the like. the affiliate has no responsibility to the Company if the referrals do not lead to the company’s desired result(s).
    5. Severability: In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
    6. Waiver: The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.
    7. Legal Fees: In the event of a dispute resulting in legal action, the successful Party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
    8. Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
    9. Governing Law and Jurisdiction: The Parties agree that this Agreement shall be governed by the State and Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by Michigan law.
    10. Entire Agreement: The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.