REFERRAL
AGREEMENT
This AGREEMENT with effect from:
________________________________, 20 ____
BETWEEN:
“Firm
A”
Address
(““FIRM
A””)
AND
“Firm
B”
Address
(““FIRM
B””)
WHEREAS “FIRM
A” and “FIRM B” intend to implement certain referral agreements whereby either:
·
“FIRM A” Agent
(“Agent”) refers clients (“Clients”) to an Associate of “FIRM B” (“Associate”)
– OR –
·
“FIRM B” Associate
(“Associate”) refers clients (“Clients”) to an Agent of “FIRM A” (“Agent”)
to
perform the services as set out in Schedule A.
Therefore,
for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties mutually agree as follows:
Definitions
“Client”: Includes a prospective client.
“Referrer”: Any
Agent of “FIRM A” or Associate of “FIRM B” who is assigned by mutual agreement
between “FIRM A” and “FIRM B” as per a completed Schedule A to provide
referrals in accordance with this Agreement.
“Referee:
The party receiving the referral.
“Referral”: The
introduction of a client by one party to the other with the intention that the
client of the Referrer obtains services from the Referee, and for which the
Referee agrees to pay the Referrer a fee.
Responsibilities of “FIRM A”/Agent and “FIRM B”/Associate
1.
Referee shall be
responsible for obtaining and completing all required account opening documentation
in respect of the services to be provided by the Referee.
2.
“FIRM A” is
responsible for completion of a “Client Disclosure and Acknowledgement” (Schedule B) form outlining the terms
of each “FIRM A”/”FIRM B” client referral.
The Client, the Referrer and Referee are to receive a copy of this
signed disclosure statement.
3.
The Referrer may
provide advice to the Client but will not be responsible or liable for
any advice that the Referee may provide to the Client.
4.
The Referee may
provide advice to the Client but will not be responsible or liable for
any advice that the Referrer may provide to the Client.
5.
“FIRM A”/Agent
and “FIRM B”/Associate represent and warrant that they hold all necessary
registrations as are required to permit performance of the services for
Clients.
Payment of Fees
1.
In return for
providing a Referral, one of, or a combination of, referral fees, commission
splits, benefits, or other compensation to the Referrer may be paid. The terms of fee payments, including the
amount and/or basis for calculation and the frequency of payment will occur as
outlined in the “Referral Fee Schedule” (see Schedule A). One Referral Fee Schedule is to be completed
for each client-specific referral arrangement established between “FIRM A”/Agent
and “FIRM B”/Associate. The
consideration is dependent on the particular client referral made and the
licensing of the Agent and Associate. Such
fee may be subject to HST or other taxes.
2.
All referral fees
will be paid from firm to firm (e.g. “FIRM B” to “FIRM A” or “FIRM A” to “FIRM
B”). No fees will be paid directly to an Agent or Associate by the Referee.
Confidentiality of Agreement
1.
All information,
materials and technology (“information”) provided by one party to the other
party is strictly confidential to the disclosing party and is to be treated as
confidential by the receiving party.
Information may not be disclosed, in whole or in part, to any third
party except as explicitly authorized hereunder. “FIRM A” and “FIRM B” shall be permitted to
disclose such information to their accountants, legal, and financial associates
and employees, or to appropriate regulatory bodies as necessary for the
performance of their respective duties, provided that said persons agree to
treat the information as confidential in the above described manner and as
required by law or by any government regulatory authority.
Indemnification
1.
“FIRM B” and the Associate
shall indemnify “FIRM A” and the Agent from and against any and all losses,
liabilities, claims, demands, actions, damages, costs and expenses (including
legal expenses on a solicitor/client basis) incurred, directly or indirectly,
as a result of:
- any breach by “FIRM B”, its Associates or “FIRM B” personnel of
any of their obligations under this Agreement;
- any improper, fraudulent, dishonest or negligent act, omission or
intentional error of “FIRM B”, its Associates or “FIRM B” personnel;
- any misrepresentation made by “FIRM B”, its Associates or “FIRM
B” personnel; or
- any breach made by “FIRM B”, its Associates or
“FIRM B” personnel of any of the representations contained herein
2.
“FIRM A” and the Agent
shall indemnify “FIRM B” and the Associate from and against any and all losses,
liabilities, claims, demands, actions, damages, costs and expenses (including
legal expenses on a solicitor/client basis) incurred, directly or indirectly,
as a result of:
- any breach by “FIRM A”, its Agents or “FIRM A” personnel of any
of their obligations under this Agreement;
- any improper, fraudulent, dishonest or negligent act, omission or
intentional error of “FIRM A”, its Agents or “FIRM A” personnel;
- any misrepresentation made by “FIRM A”, its Agents or “FIRM A”
personnel; or
- any breach made by “FIRM A”, its Associates or
“FIRM A” personnel of any of the representations contained herein.
Termination
1.
This Agreement
may be terminated:
a.
By either party
on sixty (60) days’ written notice to the other party;
b.
By either party
for breach of any term, covenant, representation or warranty in this Agreement
that is not cured within thirty (30) days following written notice of same;
c.
Immediately by
either party in the event that (i) a receiver, receiver-manager, trustee or
similar official is appointed for the other party or any of its property; (ii)
the other party makes or proposes an assignment or arrangement for the benefit
of creditors or becomes insolvent, bankrupt or ceases operations; (iii) the
other party becomes subject to or commences any proceeding in bankruptcy or
insolvency or for liquidation, dissolution, restructuring, winding-up or relief
from creditors, or any analogous proceeding.
2.
Payment of
referral fees for services provided to Clients already referred under the
Agreement will continue after termination of the Agreement.
Departure of an Agent from “FIRM A” or an Associate
from “FIRM B”
1.
If an Agent
leaves “FIRM A”, ongoing referral fees will no longer be due to “FIRM A” for
Clients previously referred by that particular Agent under the Agreement while
associated with “FIRM A”. Continuation
of the referral relationship with a particular Agent who leaves “FIRM A” is
permitted subject to the agreement of the Agent’s new firm as noted in Schedule
B (if applicable)
2.
If an Associate leaves
“FIRM B”, ongoing referral fees will no longer be due to “FIRM B” for Clients
previously referred by that particular Associate under the Agreement while
associated with “FIRM B”. Continuation
of the referral relationship with a particular Associate who leaves “FIRM B” is
permitted subject to the agreement of the Associate’s new firm as noted in
Schedule B (if applicable)
Non-Solicitation
1.
Neither the Referrer
nor the Referee will solicit or market in any way, any products or services
other than the services outlined in the client-specific Schedule A gained by
way of this Agreement. In addition,
neither the Referrer nor the Referee will sell or otherwise distribute to a
third party a list of Clients gained by way of this agreement, nor refer a
Client to any other third party except as for the provision of services related
to facilitating referred transactions.
2.
Ongoing
communication between the Agent or Associate and a Client referred under the
Agreement is permitted, unless expressly prohibited in writing.
Entire Agreement
1.
This Agreement,
including all schedules, constitutes the entire agreement between the parties
with respect to the subject matter of this Agreement and supersedes any prior
negotiations or agreements. The headings
used in this agreement are for convenience only and are not to be construed as
defining, limiting or describing the scope or intent of this Agreement.
2.
For clarity, this
agreement does not extend to, nor amend previously negotiated arrangements
between, “FIRM A” Agent companies and “FIRM B” Associate companies.
Representation and Warranties
1.
“FIRM A”
represents and warrants to “FIRM B” that it has the right to enter into this
Agreement, that it is not subject to any agreements or other restrictions which
would prohibit “FIRM A” from performing its obligations under this Agreement
and that is has all necessary licenses, consents and registrations to operate
its business.
2.
“FIRM B”
represents and warrants to “FIRM A” that it has the right to enter into this
Agreement, that it is not subject to any agreements or other restrictions which
would prohibit “FIRM B” from performing its obligations under this Agreement
and that is has all necessary licenses, consents and registrations to operate
its business.
Miscellaneous
1.
This Agreement
cannot be amended except in writing duly executed by both parties.
2.
The failure of
either party to exercise any rights under this Agreement shall not be deemed a
waiver of such right or any other rights.
3.
If any provision
of this agreement is held to be invalid, illegal, or unenforceable, that
provision will be severed to the extent of its invalidity, illegality, or unenforceability,
and all other provisions will continue in full force and effect to the extent
permitted by law.
Governing Law
1.
This Agreement
shall be governed by, and subject to the laws of the Province of [Relevant Province] (excluding any
conflict of laws, rule or principle which might refer to such construction to
the laws of another jurisdiction) and shall be deemed for all purposes to be
made and fully performed in the [Relevant
Province].
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
mentioned above.
“FIRM A”
_______________________________
Name
_______________________________
Title
“FIRM B”
_______________________________
Name
_______________________________
Title
SCHEDULE A
Referral Fee Schedule
|
|
Role |
Firm &
Representative |
Client(s) |
|
|
Referrer Referee |
“Firm A” ________________________________ Agent Name |
|
|
|
Referrer Referee |
“FIRM B” ________________________________ Associate Name |
We acknowledge and agree:
(a)
that the Referee
will provide the following services to the above-noted client(s):
____________________________________________________________________________________
(b)
that in
consideration for the referral, the Referee will compensate the Referrer by:
Referral fee Split Commission Client Buyout Other (note below)
The amount of the fee is (or
the calculation of the fee is based on):
____________________________________________________________________________________
(c)
the compensation
will be calculated by the Referrer Referee and will be paid
directly to the Referrer’s firm with the following frequency:
____________________________________________________________________________________
____________________________________________________________________________________
(d)
other
considerations none – OR – as noted:
____________________________________________________________________________________
____________________________________________________________________________________
In the event that either the
Agent leaves “FIRM A”, or the Associate leaves “FIRM B”, the
Agreement will continue subject to the departing Agent or Associate’s new firm
accepting the terms of this referral arrangement.
|
__________________________ “FIRM B” Associate Name |
__________________________ “FIRM B” Associate Signature |
__________________________ Date |
|
__________________________ “FIRM A” Agent Name |
__________________________ “FIRM A” Agent Signature |
__________________________ Date |
SCHEDULE B
Client Disclosure and Acknowledgement
|
|
Role |
Firm &
Representative |
Licence |
|
|
Referrer Referee |
“Firm A” ________________________________ Agent Name |
Registered Representative
(Retail) – BC List relevant activities the registrant is authorized
to engage in, and those that they are not authorized to engage in. Investment Industry Regulatory Organization of Canada–
“IIROC” The “FIRM A”
representative may also be licensed and registered in other Canadian
provinces and/or US As applicable, additional licencing has been disclosed |
|
|
Referrer Referee |
“FIRM B” ________________________________ Associate Name |
Life Insurance Agent (Insurance Council of BC) List relevant activities the registrant is authorized
to engage in, and those that they are not authorized to engage in. |
I, the undersigned,
acknowledge and agree:
(a)
that the
Referrer has referred me to the Referee for the purpose of providing the
following service(s):
____________________________________________________________________________________
(b)
that the Referee
is permitted to provide me the services noted above.
(c)
that there is
either no conflict of interest – OR –
the following conflict/reasonably foreseeable conflict of interest:
____________________________________________________________________________________
(d)
that in
consideration for the referral, the Referee will compensate the Referrer by:
Referral fee Split Commission Client Buyout Other (note below)
The amount of the fee is (or the
calculation of the fee is based on):
____________________________________________________________________________________
(e)
that any activity
conducted under this referral arrangement which requires IIROC registration
will be provided by the licenced “FIRM A” representative;
(f)
other
considerations none – OR – as noted:
____________________________________________________________________________________
|
__________________________ Client Name |
__________________________ Client Signature |
__________________________ Date |
|
__________________________ Client Name |
__________________________ Client Signature |
__________________________ Date |
|
__________________________ “FIRM B” Associate Name |
__________________________ “FIRM B” Associate Signature |
__________________________ Date |
|
__________________________ “FIRM A” Agent Name |
__________________________ “FIRM A” Agent Signature |
__________________________ Date |
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