Referral Agreement

BACKGROUND

At each of its two Ann Arbor locations, WFHS, LLC dba BrightWorks Coworking (“BrightWorks”) provides coworking services including private offices between 150 and 1000 SF available for rent  (collectively, the “Services”).  In connection with such Services, and subject to the Terms and Conditions of this Referral Agreement (this “Agreement”), BrightWorks is offering real estate brokers and other valued business partners (each a “Referral Partner”) the opportunity to participate in BrightWorks’ Customer Referral Program (the “Program”), pursuant to which a Referral Partner can earn a predetermined referral fee for a Qualified Referral (hereinafter defined).  Referral Partner’s participation in the Program is entirely voluntary.  By participating in the Program, Referral Partner accepts the Terms and Conditions and agrees to be bound by them.  BrightWorks reserves all rights to modify the Terms and Conditions from time to time, or to discontinue the Program at any time without notice. BrightWorks and Referral Partner are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” 

TERMS AND CONDITIONS

1. TERM OF AGREEMENT. The “Term” of this Agreement shall begin when Referral Partner, desiring to participate in the Program, first refers to BrightWorks a potential third-party customer (a “Potential Customer”) for one or more Services. The Term shall continue until the Agreement is terminated pursuant to Section 6 hereof, or until the Program is discontinued by BrightWorks, whichever comes first.
2. NO OBLIGATION.  BrightWorks shall have the option but in no event the obligation to enter into any agreement (any “Contract”) to perform any Services for any Potential Customer.  If for any reason BrightWorks declines to enter into a Contract with any Potential Customer, BrightWorks shall have no obligation under this Agreement with respect to such Potential Customer.
3. QUALIFICATION AS QUALIFIED REFERRAL. 

A Potential Customer shall be considered a “Qualified Referral” if both of the following conditions are true:

1. Referral Partner notifies BrightWorks in advance of, or actively participates in, the initial discussions between Potential Customer and BrightWorks; OR during such initial discussions, Potential Customer expressly identifies Referral Partner as the party responsible for the referral; and
2. BrightWorks and Potential Customer execute a Contract for Services within sixty (60) calendar days after the Potential Customer was first referred to BrightWorks by Referral Partner.

A Potential Customer shall not be considered a Qualified Referral if any of the following conditions are true:

1. The Potential Customer was an existing customer of BrightWorks’ at the time of the referral; or
2. The Potential Customer and BrightWorks had engaged in discussions relating to Services before the referral by Referring Partner; or
3. The Potential Customer and BrightWorks do not execute a Contract within sixty (60) calendar days after Referral Partner refers the Potential Customer to BrightWorks.

4. PAYMENT. BRIGHTWORKS will pay the Referral Partner a “Referral Fee” for each new Qualified Referral in accordance with the following schedule: 

1. 1. For a Qualified Referral that results in a Six (6) or Twelve (12) month private office membership Contract, the referral fee shall be a [$500.00] VISA gift card.

A Referral Fee shall be considered earned once the entire Contract on which the Referral Fee is based has been paid in full. BrightWorks shall pay the Referral Fee to Referring Partner within thirty (30) days thereafter.

5. CONFIDENTIALITY. Referring Partner agrees to keep the terms and conditions of this Agreement confidential.
6. TERMINATION. Either Party may terminate this Agreement at any time and for any reason by delivering written notice to the other Party.   
7. INDEPENDENT PARTIES. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the Parties.  Neither Party shall have the authority to legally blind the other Parties to any contract, proposal, or commitment, or to incur any debt or create any liability on behalf of the other.
8. INDEMNITY.  Each Party shall indemnify, hold harmless, and defend the other Party (and its affiliates and their respective directors, members, officers, employees, contractors, and agents) from and against any and all third-party claims related to or arising from the indemnifying Party’s breach of this Agreement, gross negligence or willful misconduct, breach of confidentiality obligations, infringement of intellectual property rights, or violation of applicable law. The provisions of this Section 8 shall survive the termination of the Agreement.
9. NO ASSIGNMENT. Neither Party shall assign this Agreement without the prior written consent of the other Party.
10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, notwithstanding its choice of law rules.

10. ENTIRE AGREEMENT.  With respect to the subject matter hereof, this Agreement represents the entire agreement of the Parties and supersedes any and all prior discussions or agreements between the Parties.  If any provision is held by a court of competent jurisdiction