Klient Referral Agreement October 25th, 2023

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Klient Referral Agreement

THIS REFERRAL AGREEMENT (the “Agreement”) governs the services provided by a referral agent (each, a “Referral Agent”) to Klient Inc. (“Klient”) (Klient and Referral Agent, each a “Party” and, collectively, the “Parties”) with respect to Klient’s products and services set out in Schedule 1, as may be amended from time to time (the “Klient Products”).

This Agreement was last updated on October 25th, 2023. It is effective between Referral Agent and Klient as of the date on which Referral Agent is accepting this Agreement (the “Effective Date”).

By accepting this Agreement by clicking a box indicating acceptance, Referral Agent agrees to the terms and conditions set forth in this Agreement.

If the person accepting this Agreement agrees to its terms on behalf of a company or any other legal entity, such person represents, by accepting this Agreement, that he/she has the legal authority to bind such entity to these terms and conditions. If such person does not have such authority, or does not agree with these terms and conditions, he/she must not accept this Agreement.

THIS AGREEMENT MAY BE AMENDED FROM TIME TO TIME. PLEASE REFER TO SECTION 7 FOR FURTHER DETAILS.

Definitions
For the purpose of this Agreement:
1. “Customer” means a customer of Klient which has been referred by Referral Agent through a Referral Form;
2. “Customer Agreement” means an agreement executed between Klient and a Customer relating to the provision by Klient of Klient Products, that includes, in whole or in part, the products, services and/or subscriptions identified in the Referral Form; provided, however that, such an agreement satisfies the following conditions:
  (i) the agreement is executed between Klient and Customer within 6 months of the acceptance by Klient of the Referral Form; (ii) the agreement commences when the initial order is paid by Customer; and (iii) the agreement (or any order related thereto) cannot have been previously submitted to Klient by another party and cannot be one that is or was in Klient’s active sales process at the time of the referral or during the prior 6 months.
3. “Referral Form” means the information/form that Referral Agent must send to Klient to refer potential Customers to Klient for the provision of the Klient Products, as further described in Schedule 1.
4. “Klient Implementation Partner” or “KIP” refers to a Referral Agent who fulfills specific criteria, holding an enhanced status and responsibilities concerning the implementation of Klient Products, as elaborated in Schedule 1.
5. “Order Form” refers to Customer Agreement between Klient and Customer outlining the prices of Klient Products, applicable discounts, and the initial contract duration, specifying the contract start date and contract end date for each Klient Product.
Appointment and Relationship
1. Appointment. Klient hereby appoints Referral Agent as a referral agent for the Klient Products, and Referral Agent accepts its appointment, subject to the terms set out herein, including the terms set out in Schedule 1.
2. Independent Contractor. Referral Agent is solely an independent contractor and not a franchisee, employee, agent or mandatary of Klient and has no authority (i) to commit to terms of Customer Agreements; (ii) to conclude any Customer Agreement; or (iii) to make representations, incur obligations or otherwise act on behalf of Klient in any way. Referral Agent understands and agrees that Klient may, in its sole discretion, enter into similar arrangements with any other company or person.
3. Marketing. Referral Agent shall use its best efforts and use proper means to market and promote the Klient Products. Without limiting the foregoing, Referral Agent shall make available, at its own expense, and manage and supervise, all necessary human and material resources to ensure efficient promotion of the Klient Products. Referral Agent may develop and, subject to Klient’s prior approval, distribute its own marketing, advertising and promotional material necessary for the promotion of the Klient Products. Referral Agent allows Klient to use the Referral Agent’s business name and logo for web promotion and joint sales.
4. Good Faith and Truthful Representation. Referral Agent shall not engage in any unfair trade practices or make any false or misleading statements or representations in advertising, printed material or otherwise with respect to Klient or the Klient Products. Referral Agent acknowledges that any such unfair practices or false or misleading representation statements or representations may inflict severe damages to Klient’s commercial prospects and to Klient’s reputation.
5. Good Relations. Referral Agent shall use its best effort to maintain a good commercial relation with potential or existing Customers of Klient Products and shall provide reasonable assistance required by Klient in connection with the negotiation of any Customer Agreement (as defined below) or other agreement between Klient and Customers.
6. Record Keeping. Referral Agent will keep accurate books, records and accounts in reasonable detail regarding the performance of its obligations hereunder, including without limitation the name, contact details and requirements of all potential and existing Customers.
Intellectual Property
1. Klient Products; Feedback. Referral Agent acknowledges that Klient is the sole and exclusive owner of, and retains all right, title and interest in and to (i) the Klient Products; and (ii) any suggestions, requests or recommendations for improvements or enhancement to the Klient Products or other feedback that Referral Agent may propose or make during the Term (alone or jointly with Klient) during the term of this Agreement (collectively, “Feedback”). Referral Agent hereby irrevocably assigns all right, title and interest in and to the Feedback to Klient and waives in favour of Klient, its successors and assigns any and all moral rights that Referral Agent has or may have in the Feedback and agrees to provide Klient such assistance as it may require to document, perfect, and maintain Klient’s rights to the Feedback.
2. Separate Agreement. Referral Agent acknowledges and agrees that any use of any Klient Products for its own business shall be subject to the terms of a separate license, services or similar agreement, based on Klient’s standard documentation, to be negotiated between Klient and Referral Agent.
3. Trademarks. Subject to the terms of this Agreement, Klient hereby grants to Referral Agent a personal, non-transferable, non-sublicensable, royalty-free and non-exclusive license to use, reproduce and display Klient’s trademarks, logos and corporate name (the “Trademarks”), solely in connection with Referral Agent’s obligations under this Agreement. Referral Agent acknowledges that Klient is the sole and exclusive owner of, and retains all right, title and interest in and to the Klient Products, the Trademarks and all associated goodwill. Referral Agent shall comply with any and all standards, policies or instructions provided, from time to time, by Klient regarding the use of the Trademarks. Except as expressly provided hereunder, no rights in the Klient Products or the Trademarks (including all related intellectual property rights) are granted to Referral Agent.
Referral and Referral Fees
1. Referrals; Referral Forms. Referral Agent shall use its best efforts to refer Customers to Klient by providing a Referral Form to Klient. Any referral not evidenced by a fully completed Referral Form and accepted by Klient shall not constitute a referral for the purposes of this Agreement and therefore, shall not give any right to Referral Agent to collect any corresponding Referral Fees. Referral Agent acknowledges and agrees that (i) Klient reserves the right in its sole discretion to refuse to do business with any Customer referred by Referral Agent; (ii) Klient is under no obligation to accept a Referral Form or any portion thereof; and (iii) Klient may grant, at its sole discretion, rebates, discounts or refunds to a Customer.
2. Referral Fees. For each Customer referred to Klient by Referral Agent through a Referral Form and approved by Klient, Klient will pay Referral Agent the fees set out in Schedule 1 (the “Referral Fees”).
3. Changes. Referral Agent acknowledges and agrees that Klient may, at any time, from time to time, at its sole discretion and without incurring any liability to Referral Agent, discontinue or limit production of any Klient Product or modify the specifications of the Klient Products. Klient will use commercially reasonable efforts to give prior notice to Referral Agent before the forthcoming changes or discontinuation.
Other Obligations; Representations and Warranties
1. Information. Referral Agent shall answer any reasonable request for information by Klient.
2. Confidentiality. For the purposes of this Agreement, “Confidential Information” means any and all non-public, confidential or proprietary information of Klient, including without limitation any information relating to the existence or content of this Agreement, the Klient Products, Klient’s services, business affairs, clients, intellectual property and know-how, whether such information is provided orally, in writing, in computer readable form or otherwise and whether or not it is specifically identified as confidential. Referral Agent shall hold the Confidential Information received from Klient or otherwise obtained in the strictest confidence and use such Confidential Information only for the purposes of performing its obligations under this Agreement. Referral Agent shall not disclose any Confidential Information to any third party without Klient’s prior written consent, except if required to do so by law, in which case Referral Agent shall, before any such disclosure is made, give Klient prompt written notice of the compelled disclosure and shall cooperate with Klient in seeking a protective order or any other protections available to limit the disclosure of the Confidential Information. Referral Agent acknowledges and agrees (i) that the remedies at law for the violation of this Section ‎5‎b will be inadequate; (ii) that such violation will cause irreparable injury within a short period of time; and (iii) that in addition to any and all other remedies Klient may have at law and in equity, Klient shall be entitled to preliminary injunctive relief and other injunctive relief against such violation without the necessity of proving actual damages. The confidentiality obligations under this Section ‎5‎b will commence on the Effective Date, and shall survive for 5 years after the termination of this Agreement.
3. Representations and Warranties. Referral Agent hereby represents and warrants to Klient that (i) it has the full right, power and authority to enter into this Agreement and that Referral Agent’s entering into this Agreement shall not result in a breach of or constitute a default under any agreement, restrictive covenants (such as exclusivity or non-competition obligations) or other instrument to which it is a party; (ii) it has and/or will acquire and maintain in force throughout the term of this Agreement all licenses, authorizations, permits and regulatory approvals required for the marketing and promotion of the Klient Products and, more generally, for the performance its obligations hereunder; and (iii) it will perform its obligations hereunder in a timely, competent and professional manner in accordance with industry standards and practices and in compliance with all applicable laws, regulations, rules and standards.
4. Indemnification. Referral Agent agrees to indemnify and hold Klient, its shareholders, officers, directors, employees, suppliers, licensors and agents harmless against any claim, action, proceeding, liability, loss, damage or expense (including reasonable attorney’s fees and expenses) by reason, or arising out of, or relating to (i) any acts, duties, obligations or omissions of Referral Agent; and (ii) any breach by Referral Agent of any of its obligations, covenants, representations or warranties set out in this Agreement; and, at the request of Klient, Referral Agent shall, assume the defense of any demand, claim, action, suit or proceeding against Klient by reason thereof and pay any and all damages assess against or that are payable by Klient as the result of the disposition of any such demand, claim, action, suit and proceeding. Notwithstanding the foregoing, Klient may be represented in any such demand, claim, action, suit or proceeding at its own expense and by its own counsel.
Term; Termination
1. Term. This Agreement will commence on the Effective Date and will remain in effect until terminated in accordance with this Section ‎6.
2. Termination. Each Party may terminate this Agreement (i) at any time upon giving a 30-day written notice to the other Party; (ii) if the other Party fails to perform any of its obligations under this Agreement, and such failure is not remedied within 5 days from written notice thereof having been given to such defaulting Party; or (iii) upon written notice to the other Party, if such other Party is subject to bankruptcy or similar proceedings, or the winding-up, liquidation or dissolution of its business.
3. Effect of Termination. Upon termination of this Agreement: (i) Referral Agent shall immediately cease using the Trademarks and thereafter refrain from holding itself out as a referral agent of Klient; (ii) Referral Agent shall immediately cease any and all marketing and promotional activities with respect to the Klient Products, and shall return to Klient all documentation, marketing, advertising and promotional material developed by Referral Agent for the promotion of the Klient Products, if any; (iii) Referral Agent shall be entitled to the payment of any undisputed Referral Fees accrued as of the date of termination; (iv) Referral Agent shall be entitled to the payment of any Referral Fees that become due to Referral Agent after the date of termination for any Referral Form submitted and approved by Klient prior to the date of termination; (v) Referral Agent shall provide Klient with a complete list of all the potential Customers identified by Referral Agent prior to the date of termination of this Agreement (for greater certainty, Referral Agent shall have no right whatsoever on such list and such potential Customers may be solicited by Klient); and (vi) Referral Agent shall return immediately to Klient all Confidential Information and all copies thereof in any form whatsoever under the possession or control of Referral Agent, or destroy same as directed by Klient.
4. Survival. Sections ‎3‎a, ‎5b, ‎5‎d, ‎6c and ‎7 and shall the termination of this Agreement.
General
1. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada and the federal laws of Canada applicable in Quebec, without reference to is principles of conflicts of laws. Each of the Parties irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the Province of Quebec, Canada (district Montreal). The foregoing choice of jurisdiction and venue shall not prevent Klient from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
2. Amendment. Klient reserves the right, at any time and without prior notice, to modify or replace any of the terms of this Agreement. Any change to the most recent version of this Agreement can be found at https://klient.com/previous-klient-referral-agreement/. It is Referral Agent’s responsibility to check the Agreement periodically for changes. The provision of services by Referral Agent following the posting of any changes to the Agreement constitutes acceptance of those changes. If there are any significant changes to the Agreement that materially affect Referral Agent’s relationship with Klient, Klient will use its best commercial efforts to notify Referral Agent by email or by other means. For greater certainty, changes to the list of Klient Products set out in Schedule 1 shall not constitute a material change to this Agreement.
3. General. Referral Agent may not assign this Agreement or any of its rights or obligations under this Agreement without Klient’s prior written consent. Klient may assign any or all its rights or obligations under this Agreement to any third party. This Agreement (including its Schedule 1, Referral Forms, and Order Forms which forms an integral part thereof) constitutes the entire agreement between the Parties with respect to the subject matter hereof. If any of the provisions contained in this Agreement are found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired hereby. The failure of a Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right of such Party to enforce such provision and every other provision.
4. Negotiation. The Parties acknowledge that this Agreement has been freely negotiated between them and is not a contract of adhesion under Quebec law.
5. Language. The Parties acknowledge that they have required that this Agreement, as well as all documents, notices and legal proceedings executed, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention, ainsi que de tous documents, avis et procédures judiciaires exécutés, donnés ou intentés, directement ou indirectement, à la suite de ou relativement à la présente convention.

SCHEDULE 1 – SPECIFIC TERMS

KLIENT PRODUCTS

The term refers to the licenses related to Klient PSA, an application available on the AppExchange, as outlined in the given link. This definition excludes any other products or services specified in the Order Form, like Klient University, any newly added products, or additional packages that may be sold occasionally.
https://appexchange.salesforce.com/appxListingDetail?listingId=a0N30000000qErGEAU

KLIENT IMPLEMENTATION PARTNER (KIP)

The Klient Implementation Partner (KIP) status signifies that a referral agent/partner has been accredited to implement Klient Products, eligible for a lifetime revenue share, provided they are (and remain) an Accredited Salesforce Partner, approved by Klient, and use Klient Products for their own business operations. A KIP must be actively working with Customer, with at least one paid invoice for services rendered to Customer. To retain the KIP status, a yearly customer satisfaction survey is conducted by Klient, requiring a minimum rating of 3 out of 5 from Customer. To become a KIP, Referral Agent needs to have followed Klient Onboarding Methodology to onboard their own business on Klient PSA. The KIP also needs to follow Klient Onboarding Methodology to onboard new Customers. Referral Agent will lose its KIP status if any of the conditions stated above is no longer met.

REFERRAL FEES

Referral Agent is entitled to a share of the revenue from Klient Product sold through their referrals, and will also be compensated for upsells. They will receive a base commission of 10% on Klient Products for the contract duration specified in the initial Order Form.

PAYMENT TERMS

The initial payment to Referral Agent will be processed 20 days post receipt of Customer’s payment, with subsequent payments on the contract renewal dates as per the initial contract terms. Compensation will only be made for paid customer invoices. Unless specified otherwise, all referral fees will be paid in US dollars.

DISCOUNTS

Only Klient can approve discounts on Klient Product. Should a discount greater than 10% be applied, the referral fee percentage will be reduced by the same percentage amount that exceeds the 10% discount threshold.

REVENUE SHARE FOR LIFE

Exclusive to Klient Implementation Partners, this provision allows the duration of the Referral Fees to extend beyond the initial Order Form duration, with payments made annually and continuing indefinitely, as long as the KIP remains active and trustworthy in serving Customer as it is defined in the KLIENT IMPLEMENTATION PARTNER (KIP) definition above.
Additionally, KIPs can increase their commission to 15% for Year 2 onwards if the invoiced and paid amount from Customer has grown by more than 20% by the end of Year 2 compared to the end of Year 1.

REFERRAL FORM

Referral Agent shall refer potential Customers to Klient by completing the following form:
https://klient.com/referral/

IMPLEMENTATION REVENUE

Referral Agent has the opportunity to earn extra revenue through providing configuration, training, and other continuous services after the onboarding process. These services will be contracted through Referral Agent’s documentation, with Klient not being liable for Referral Agent’s work. It may be a requirement from Klient that Customer completes training at Klient-University prior to engaging in any further implementation or gap list development activities.

SALES SUPPORT

Klient will supply sales materials and support, encompassing custom demo and scoping sessions among other resources. Before proposing to a customer, any custom architecture or significant development needs to be validated with a Klient Advisor.

IMPLEMENTATION SUPPORT

As a Klient Implementation Partner, you will receive standard support from Klient Advisory Services and unlimited access to the Klient knowledge base to assist during implementation.