Retirement Risk Advisors Referral Partner Program Agreement
Last Updated Date: April 24, 2023
This Agreement governs your enrollment and participation in the Retirement Risk Advisors Referral Program.
RRA and Referral Partner desire to enter into an agreement pursuant to which the Referral Partner (hereinafter, “Referrer”) may, from time to time, refer sales leads to RRA, pursuant to which Referrer would be entitled to a fee in the event that such sales lead resulted in a sale of a Risk-Based Retirement Plan (hereinafter, “Plan”) by RRA for which RRRA received consideration;
Referrer may from time to time refer potential customers (“Prospects”) to RRA, by completing and delivering a Prospect Referral form. .
In the event that RRA enters into an agreement to sell a Plan to an approved Prospect within one (1) year of such Prospect being referred to RRA by Referrer, RRA shall pay a fee (the “Referral Fee”) to Referrer in an amount equal to one thousand dollars ($1,000.00). This fee is being paid based upon a Plan sales price of $,2495. If the Referrer chooses, they can direct RRA to lower the fee to the Prospect for the Plan by any amount up to the Referral Fee. This reduction in price will be offset against the Referral Fee due to the Referrer. Neither a Referral Fee nor any other amount shall be owed to Referrer in the event (i) RRA does not enter into an agreement to create a Plan for an approved Prospect, (ii) any agreement entered into between RRA and an approved Prospect is cancelled by the Prospect, whether or not due to a default by RRA, where a refund is issued, or (iii) RRA does not receive payment from the approved Prospect. RRA shall remit the applicable Referral Fee to Referrer within thirty (30) days following its receipt of nonrefundable payment from the approved Prospect. Referrer acknowledges that the Referral Fee is the only compensation Referrer shall receive in connection with Referrer’s efforts and that all goodwill and benefit derived from such efforts shall inure to the sole benefit of RRA.
3. Term; Termination
The initial term of this Agreement shall be for two (2) years from and after the Effective Date. This Agreement shall automatically renew for additional one (1) year terms following the expiration of the initial term, unless and until terminated by either party at any time upon ten (10) days written notice. Notwithstanding the termination of this Agreement, Referrer shall be entitled to Referral Fees in accordance with the terms of Section 2 above.
4. Acting as Finder Only; Non-Exclusivity
It is understood that Referrer is acting as a finder only and shall have no authority to enter into any agreements, obligations, or commitments on RRA’s behalf, or to negotiate the terms of Prospects’ agreements with RRA. Referrer acknowledges that RRA may enter into referral agreements or other similar arrangements with other parties and that Referrer shall have no rights under such agreements or to any fees for customers referred to RRA by others or identified by RRA itself.
RRA and Referral Partner acknowledge and agree that the relationship created by this Agreement is that of an independent contractor. Nothing contained in this Agreement shall be construed to constitute either party as an employee or partner or joint venturer of or with the other party. Neither party shall have any authority to bind the other in any respect, it being intended that each party hereto is and shall remain an independent contractor responsible for its own actions.
6. Limitation of Liability
Under no circumstances shall either party be liable for any indirect, incidental, economic, special, punitive, or consequential damages, whether for breach of contract, negligence or under any other cause of action, that result from the referral of Prospects contemplated by this Agreement.
Each party hereto acknowledges that by reason of its relationship to the other party hereunder, it may have access to certain information and material concerning the other party’s business, plans, customers, technology, intellectual property, proprietary information, services and products, all of which are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. Accordingly, each party hereto agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by the other party. In the event of termination of this Agreement, there shall be no use or disclosure by either party of any confidential information of the other party and any materials related to the other party shall be immediately returned to the disclosing party. Each party hereto acknowledges that the provisions of this Section 7 are reasonable and necessary for the protection of the other party and that the other party will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, each party hereto agrees that, in addition to any other relief to which the other party may be entitled in the form of actual or punitive damages, the other party shall be entitled to seek injunctive relief from an arbitration panel or a court of competent jurisdiction for the purposes of restraining a party from any actual or threatened breach of such provision. The terms of this Section 7 shall survive termination of this Agreement.
8. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and may not be altered or amended except in writing signed by both parties.
9. Governing Law
This Agreement and performance hereunder shall be governed by the laws of the State of Wyoming, without regard to conflicts of laws. Any action or proceeding based on this Agreement shall be brought only in the state or federal courts located in the State of Wyoming, and both parties agree to submit to the exclusive personal jurisdiction of such courts. Process in any such action or proceeding may be served on either party anywhere in the world. RRA and Licensee agree that the prevailing party in any such action or proceeding shall be entitled to recover the reasonable attorneys’ fees and costs incurred by such party in the course of prosecuting or defending any lawsuit brought under this Agreement.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.