REFERRAL AGREEMENT

REFERRAL AGREEMENT
This Agreement, executed as of the ____ day of ________________, 2013, by and between
MagTek, Incorporated, a California corporation with its principal business location at 1710 Apollo Court, Seal
Beach, CA and ______________,[Company] a ______________________ with its principal place of business
located at __________________________.
W I T N E S S E T H:
WHEREAS, MagTek is a provider of card production and management solutions for the financial institution
industry;
WHEREAS, ___________is a provider of _____________________ solutions ____________;
WHEREAS, MagTek and __________ desire to form a relationship with each other for the purpose of
providing MagTek a referral source for the sale of its products and services and providing _____________ a
reliable contact for its customers to meet their card production and management needs;
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein, the receipt
and sufficiency of which is acknowledged, the parties agree as follows:
Section 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth
below:
A. “Confidential Information” is information (including formulae, patterns, compilations, programs, devices,
methods, techniques, trade secrets and processes) that derives actual or potential economic value from not
being generally known or readily ascertainable to other individuals. Confidential Information may be written,
oral, expressed in electronic media, or otherwise disclosed, and may be tangible or intangible. All materials
and information disclosed by the disclosing party to the receiving party are presumed to be Confidential
Information. Notwithstanding the previous statements, information shall not be deemed Confidential
Information to the extent that such information: (i) becomes publicly known through no fault of the recipient; (ii)
is lawfully received by the recipient from a third party without any knowledge or reasonable suspicion that the
third party’s disclosure is in breach of any obligations to the provider; (iii) has been developed by the recipient
completely independent of the delivery of Confidential Information hereunder; or, (iv) is approved for public
release by written consent of the provider.
B. “Intellectual Property Rights” shall mean, on a world-wide basis, any and all now known or hereafter known
tangible and intangible (a) rights associated with works of authorship, including, without limitation, copyrights,
moral rights and mask-works, (b) rights associated with trademarks, service marks, trade names and similar
rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) rights in
domain names; (f) all other intellectual and industrial property rights of every kind and nature and however
designated, whether arising by operation of law, contract, license or otherwise, and (g) all registrations,
1710 Apollo Court I Seal Beach, CA 90740 I t 562-546-6400 I f 562-546-7035 I [email protected] I www.magtek.com
Registered to ISO 9001:2008 © Copyright 2012 MagTek, Inc. Printed in USA. PN 99800123 rev 1.01 7/13
applications, renewals, extensions, continuations, divisions, reissues, and/or foreign counterparts thereof now
or hereafter existing, made or in force (including any rights in any of the foregoing).
C. “Referral Form” shall be the means that Company uses to refer its contacts to MagTek to qualify for
commissions under this Agreement. A copy of a Referral Form is attached hereto as Exhibit A.
D. “Software” shall mean the following software products: QwickCards.com and all other applications that
the parties may agree upon from time to time.
E. “Hardware” shall mean the following hardware products: ExpressCard 500 ExpressCard 1000,
ExpressCard 2000, IPAD SC, IPAD, and other hardware that the parities may agree upon from time to time.
Section 2. Referral. Company refers leads to MagTek and promotes MagTek to its customers, and potential
customers and shall provide MagTek with the contact information for such parties (“Leads”) with an interest in
the solution from time to time.
Section 3. Referral Forms and Terms. Company shall earn a commission on each Lead provided to MagTek
that generates a sale of the referred Software and Hardware in the form of referral fees. In order for Company
to qualify for referral fees under Section 4: (i) Company must deliver a complete, valid Referral Form for each
Lead for the Software and Hardware; Company expressly acknowledges and agrees that MagTek shall have no
obligation whatsoever to enter into (or to continue) negotiations with, or to enter into a contractual
arrangement with any Lead.
Section 4. Referral Fees. For each Referral, Company will earn and MagTek shall pay a onetime referral
fee for initial order per Exhibit B. Subsequent and repeat orders are not eligible for referral fees. A reduced
referral fee will be negotiated in good faith for larger quantities not reflected in Exhibit B. Each Referral Fee will
be paid as Company’s sole compensation under this Agreement and it will be computed upon the revenues
actually received from sales of any MagTek Services or Hardware (after excluding all applicable taxes, duties,
credits, discounts, refunds or allowances) by MagTek from Leads with respect to sales made during the term of
this Agreement. Payment of the Referral Fees to Company shall be made on a quarterly basis on or before the
last day of the quarter and based on MagTek’s actual, collected cash receipts from Leads during the previous
quarter.
Section 5. Pre-Existing Relationships. Notwithstanding anything in this Agreement to the contrary, no Referral
Fees shall be paid for Leads where “Pre-Existing Relationship” with MagTek exists at the time such leads are
referred to MagTek by Company. A Lead shall be deemed to have a “Pre-Existing Relationship” with MagTek if:
(i) the Lead is a current or former customer or partner of MagTek that has purchased the same
hardware/software solution which Company is proposing to its Lead. (ii) MagTek or another of MagTek's
representatives or distributors has made contact with the Lead and has attempted to market the same
hardware/software solution which Company is proposing to Lead. MagTek representative or distributor will
have (12)twelve months to complete the sale of Product or Service from the time of referral form as long as
representative or distributor can demonstrate they are actively working to close the sale.
Promptly following MagTek's receipt of any new referral from Company, MagTek shall, in MagTek's reasonable
discretion, determine whether MagTek has a Pre-Existing Relationship with the Lead. In the event MagTek has
a Pre-Existing Relationship with the Lead, MagTek shall promptly advise Company of the same and Company
shall not be entitled to any Referral Fees for identifying such Lead.
Section 6. Demonstration, Sales and Training Responsibilities. In no event shall Company have any
responsibility for providing demonstrations or training in connection with the System or completing sales of the
System to the Leads. Company shall not take possession of the Software or Hardware or serve as an
intermediary between the Leads and MagTek. Company shall not make any representations or guarantees
about the performance of the System; all limited warranties of MagTek to the end user shall apply to the
applicable System. Once Company provides a Lead to MagTek, MagTek shall be responsible for all contacts
with the Lead to promote, demonstrate and sell the System, deliver the System and provide any necessary
training and support. This agreement and the representation of MagTek products and services demonstrated
and sold to Company clients will be limited to the products and services represented on Exhibit B. Exhibit B or
www.magtek.com
PN 99800123 rev 1.01 7/13
additional Exhibits or Addendum’s to this contract for additional MagTek products or services may be added
when mutually agreed upon by both parties.
Section 7. Term. This Agreement shall remain in full force and effect for a period of one (1) year. This
Agreement shall automatically renew for (1) years and then successive one (1) year periods unless either party
terminates the agreement with or without cause by giving written notice to the other party at least sixty (30)
days in advance of the effective termination date.
Section 8. Rights to Intellectual Property. Company acknowledges and agrees that this Agreement does
not grant and Company does not have any right, title, license or interest whatsoever in or to any of the
Software, hardware, services, related documentation or Intellectual Property Rights held by MagTek.
Section 9. Confidential Information. Each party may be exposed to the other party’s Confidential
Information. Each party agrees that during the term of this Agreement, it shall use the other party’s
Confidential Information solely for purposes of performing its obligations and/or exercising its rights under this
Agreement and shall not disclose to any third party including, but not limited to, its subsidiaries, affiliates and
parent companies, any Confidential Information of the other party without the prior written consent of the other
party. Each party may disclose the other party’s Confidential Information only to its employees on a “need-toknow” basis and only to employees that have agreed to maintain the confidentiality of the Confidential
Information. The parties’ confidentiality restrictions shall not apply if the parties are required by any applicable
law, regulation or court to disclose any Confidential Information provided, however, that the recipient notifies
the provider immediately after learning of its obligation to disclose the Confidential Information.
Section 10. Miscellaneous.
A. Notices. All notices and communications hereunder shall be in writing and shall be deemed sufficient if
personally delivered or sent by registered or certified U.S. mail, postage prepaid, addressed to the parties’
principal place of business. Either party may give like notice at any time and from time to time to designate a
different address to which notices shall be sent. Notice given in accordance with these provisions shall be
deemed received when mailed.
B. Assignment. The parties shall not assign, transfer, delegate or otherwise dispose of this Agreement
without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any
attempted or purported assignment or other transfer not complying with the foregoing shall be null and void.
C. Relationship of the Parties. This Agreement shall not be construed as creating an agency, partnership,
joint venture or any other form of association, for tax purposes or otherwise, between the parties, and the
parties shall at all times be and remain independent contractors. Except as expressly agreed by the parties in
writing, neither party shall have any right or authority, express or implied, to assume or create any obligation of
any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in
any respect whatsoever.
D. Entire Agreement. This Agreement contains the entire agreement between the parties concerning the
performance of services described herein and may only be amended by the parties in writing.
E. Counterparts; Facsimiles. This Agreement may be executed in two identical counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and the same instrument. Any
signed document transmitted by fax shall be considered an original document and shall have the binding and
legal effect of an original document. The signature of any party upon a faxed document shall be considered an
original signature.
F. Waiver. The waiver by either party of the breach of any provision of this Agreement by the other party shall
not operate or be construed as a waiver of any subsequent breach.
G. Severability. If any provision of this Agreement is held void and unenforceable, the provision shall not
render the Agreement unenforceable.
www.magtek.com
PN 99800123 rev 1.01 7/13
H.
Governing Law. This Agreement shall be governed by California law.
MagTek
“Company”
MagTek, Inc.
Customer Name (Please Print)
By
Liza Mackinnon
By
Title
Vice President, MagTek
Title
Date
Date
www.magtek.com
PN 99800123 rev 1.01 7/13
EXHIBIT A
REFERRAL FORM
Email to: [email protected]
The following information shall be supplied to MagTek via either fax or email transmission. MagTek is not
responsible for lost, undelivered, or returned emails and/or facsimile transmissions.
Customer Company Name:
Referred Product(s):
Company Address:
Contact Name:
Email Address of Contact:
Phone Number of Contact:
Referring Entity Name: ”Company”
Date:
www.magtek.com
PN 99800123 rev 1.01 7/13