Non-Exclusive Referral Agreement
This Non-Exclusive Referral Agreement (“Agreement“) is entered into as of the date upon which you (the “Referral Partner“) marked the box below indicating that you have read and accept the terms and conditions of the Agreement (the “Effective Date“).
Whereas, Neuro-Technology Solutions Ltd., a company incorporated under the laws of the State of Israel, company number 514105287 (“Neurotech“), desires and agrees to retain the services of Referral Partner to introduce potential customers to Neurotech’s Moxo diagnostic test (the “Test“) on a non-exclusive basis; and
Whereas, Referral Partner desires and agrees to provide Neurotech with such services;
Now therefore, in consideration of the mutual covenants set forth herein, the parties agree as follows:
1. Services. Neurotech hereby engages Referral Partner, and Referral Partner hereby accepts such engagement, to identify and introduce potential customers who reside and work outside of the Territory (“Potential Customers“) to the Test.
“Territory” for the purposes of this Agreement means: the State of Israel, the People’s Republic of China, Hong Kong, Taiwan, Macau, Spain, Poland, Turkey, Ukraine, South Africa, Italy and/or Mexico.
2. Approaching Potential Customers. Referral Partner acknowledges that nothing in this Agreement shall be construed to prevent Neurotech from, directly or indirectly, seeking Potential Customers on its own or through the efforts of others. Therefore, to ensure that there is no overlap among the efforts of Referral Partner, Neurotech or others acting on its behalf, shortly following the execution of this Agreement, the Referral Partner shall be provided with an individualized code, which each Potential Customer shall be required to enter as part of their respective registration for the Test. Each such Potential Customer who has registered in accordance with this Section shall be considered a “Registered Customer“. Neurotech and the Referral Partner shall maintain a written record of all Registered Customers.
3.1 Commercial Transaction. In the event that a Registered Customer purchases the Test from Neurotech (a “Purchase“), Neurotech will pay Referral Partner a cash fee (inclusive of VAT, to the extent applicable) in the amount of 10% (ten percent) of the amount received from the Registered Customer in respect each such Purchase (“Referral Fee“) for a period of three (3) years. Following the third anniversary of the first Purchase by the Registered Customer, Referral Partner shall no longer be entitled to receive a Referral Fee in respect of such Purchases.
3.2 Terms of Compensation. Payment of the Referral Fee shall be made on a quarterly basis. Neurotech shall be entitled to withhold any required amounts in accordance with applicable law. Referral Partner will bear all its costs incurred in connection with provision of any and all services under this Agreement, and shall not be entitled to any reimbursement from Neurotech with regard to such expenses unless approved in advance and in writing by Neurotech. The consideration set forth in Section 3.1 above shall be the sole and complete compensation to which Referral Partner shall be entitled in connection with the provision of any and all services to Neurotech under this Agreement. Referral Partner shall have no claims against Neurotech nor shall Referral Partner be entitled to any compensation on account of any services provided by Referral Partner in the context of a transaction or agreement with a Potential Customer or Registered Customer which is not executed and/or consummated.
4. Representations and Warranties. Each party hereto represents and warrants that (a) to the extent applicable, it is duly organized under applicable law, (b) it has the authority to enter into this Agreement; and (c) the execution and performance of this Agreement does not conflict with any contractual obligations it has to any third party or with any legal requirement. Referral Partner further represents that it will, at all times, conducts its activities hereunder in compliance with applicable law.
5.1 Confidential Information. Referral Partner may have access to certain non-public or proprietary information of Neurotech including any technical or non-technical information related to Neurotech’s business and current, future and proposed products, services, and (prospective) customers in each case whether or not specifically designated as “confidential” or “proprietary” (“Confidential Information“). The terms of the Agreement shall be considered the Confidential Information of Neurotech.
5.2 Nondisclosure Obligations. Except as permitted herein, Referral Partner may not use, disseminate, or in any way disclose the Confidential Information except for purposes of providing its services or in furtherance of the relationship of the parties hereunder. Referral Partner may use the Confidential Information solely for the purposes set out in this Agreement. Referral Partner shall treat all Confidential Information with the same degree of care as it accords to its own Confidential Information but in any event with a high degree of care. Referral Partner shall disclose Confidential Information only to those of its employees who have a need to know the information in order for Referral Partner to perform its obligations under this Agreement and which are bound by non-disclosure and non-use obligations no less restrictive than those set out herein. Without derogating from the aforesaid, Referral Partner shall bear full responsibility for any harm caused to Neurotech by disclosure to its employees or representatives, to the extent applicable. The obligations set forth in this section shall survive termination of this Agreement for any reason.
5.3 Exclusions. Referral Partner’s obligations hereunder do not apply to any Confidential Information that Referral Partner can demonstrate by written records (a) was in the public domain at or subsequent to the time the Confidential Information and was received by Referral Partner through no act or omission of Referral Partner; (b) was rightfully in Referral Partner’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Referral Partner by Neurotech and Referral Partner so advised Neurotech; or (c) was independently developed by Referral Partner without use of, or reference to, any Confidential Information. A disclosure of any Confidential Information by Referral Partner in response to a law, regulation, or governmental or judicial order (“Order“) will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that Referral Partner, to the extent permitted by such Order (a) provides prompt prior written notice of such Order to Neurotech; (b) reasonably cooperates with Neurotech in opposing such disclosure; and (c) only discloses to extent required by such Order.
6. Term and Termination.
6.1 This Agreement will be in effect as of the Effective Date and shall continue in full force and effect for a period of 12 months (the “Term“).
6.2 Either party may terminate this Agreement for any reason and without the obligation to provide any reason, upon a prior notice of thirty (30) days.
6.3 Notwithstanding the above, this Agreement may be terminated as follows: (i) either party may terminate this Agreement by providing seven (7) days prior written notice to the other party, in the case of breach by the other party; (ii), either party may terminate this Agreement with immediate effect upon written notice to the other party, in the event the other party: (a) makes a general assignment for the benefit of its creditors; (b) applies for, consents to, or acquiesces to the appointment of a receiver, trustee, custodian, or liquidator for its business or assets; (c) files, or consents to or acquiesces in, a petition seeking relief or reorganization under any bankruptcy or insolvency laws.
6.4 Termination of this Agreement shall not affect remuneration entitlement according to Section 3 above for the time period set forth therein. Notwithstanding the foregoing, in the event of termination by Neurotech due to a breach by Referral Partner, Referral Partner shall not be entitled to receive any remuneration for any transactions to take place with a Registered Customer after such date of termination.
6.5 Sections 3 (as applicable), 4, 5, 6, 7, and 8 shall survive the expiration or termination of this Agreement for any reason.
7. Independent Contractor Engagement. The relationship of Referral Partner with Neurotech is that of an independent contractor and neither Referral Partner nor its agents, representatives or employees (to the extent applicable) shall be considered employees, partners or joint-venturers of Neurotech. Referral Partner will not, without Neurotech’s prior written approval, make any binding representations about Neurotech, nor shall it act as Neurotech’s agent, nor shall it have any authority whatsoever to propose or accept, in the name and on behalf of Neurotech any representation, undertaking, guarantee, or any other kind of an obligation.
8. General. This Agreement sets forth the entire agreement between the parties regarding the subject matter hereof and supersedes all other agreements or understandings between the parties regarding such matters. No amendments or waivers shall be effective unless in writing and executed by both parties. Neurotech may assign all of its rights and obligations under this Agreement to a purchaser of all or substantially all of its assets or share capital. Referral Partner may not assign any rights or obligations under this Agreement to any third party and assignments in violation of the foregoing shall be void. This Agreement shall be governed by the laws of the State of Israel without regard to conflicts of law provisions thereof. The parties agree that the competent courts in Tel-Aviv – Yafo, Israel shall have exclusive jurisdiction regarding all disputes hereunder, and the parties expressly consent to such jurisdiction. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, such part shall be interpreted to give maximum effect to its terms as possible under applicable law, and the remainder of this Agreement shall remain in effect.
By checking the box below, you hereby confirm that you have read and agree to the terms and conditions set forth in this Agreement. Such confirmation shall constitute your signature to this Agreement.
Neuro-Technology Solutions Ltd.
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