Last updated 2024-12-03

Company: Worca, Inc., a Delaware corporation, with its principal place of business at 1631 Electric Ave, Venice, CA 90291, referred to as the "Company."

‍Referral Partner (Partner): The entity or individual specified in the Engagement Letter (defined below), acknowledged by their signature. This party is referred to as the "Referral Partner" throughout this Agreement.

Parties: Collectively refers to the "Company" and the "Referral Partner" as stipulated and defined in this Agreement. Individually, each shall be designated as a "Party."

Agreement: This document, inclusive of all clauses, stipulations, annexures, and addendums, referred to as the "Agreement" or "Terms of Service," outlines the conditions and understandings between the Company and the Referral Partner.

Engagement Letter: The preliminary written agreement executed between the Parties, delineating essential aspects of the contemplated relationship, including but not limited to the Referral Partner's legal name, principal place of business, authorized signatory, and referral-specific terms. By executing the Engagement Letter, the Referral Partner expressly acknowledges and consents to be bound by the comprehensive terms contained within this Agreement.

Referred Client: A company or organization introduced to the Company by the Referral Partner that enters into a paying agreement with the Company.

Referral Fee: Compensation due to the Referral Partner upon successful conversion of a Referred Client into a paying Client, as outlined in this Agreement and detailed in the Engagement Letter.

Gross Profit: The net revenue earned by the Company from a Referred Client during the first 12 months of engagement, calculated as gross sales (contract revenue) minus direct costs, including but not limited to:
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The Engagement Letter, duly executed by the Parties, serves as a foundational document specifying the details of the Referral Partner’s engagement. It includes:
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In providing services under this Agreement, the Referral Partner operates solely as an independent contractor in relation to the Company. This Agreement does not establish any partnership, joint venture, or employer-employee relationship between the Parties.

The Referral Partner may not represent themselves as an employee or agent of the Company, nor is the Company liable for any actions or omissions of the Referral Partner.

The referral process ensures a clear and efficient mechanism for introducing potential Clients to the Company:
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4.1 Referral Submission‍

4.2 Valid Referral Criteria
‍The Company will evaluate and accept a referral lead, provided that the Referred Client is not already in the Company's database and has not engaged in substantial prior interactions with the Company.
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4.3 Verification and Approval‍

4.4 Support in Client Conversion
‍The Referral Partner may assist in nurturing and converting the referral into a paying Client through coordinated efforts with the Company, such as joint meetings or follow-ups. Specific responsibilities may be outlined in the Engagement Letter.
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5.1 Referral Fee Structure
‍The Referral Fee compensates the Referral Partner for valid referrals that convert into paying Clients. Unless specified in the Engagement Letter (which shall supersede the default terms in this Agreement), the default referral fee structure will apply. The Referral Fee shall be 10% of the Gross Profit generated by the Referred Client for the first 12 months, commencing from the date the first payment is received from the Referred Client.
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5.2 Payment Terms‍

‍6.1 Ethical Conduct
Referral Partners must act in good faith and accurately represent the Company’s services. Misrepresentation or fraudulent activity is grounds for immediate termination and forfeiture of Referral Fees.

‍6.2 Compliance with Laws
Referral Partners must comply with all applicable laws and regulations while participating in the referral program.

6.3 Confidentiality
‍Referral Partners must protect the confidentiality of proprietary information obtained through their relationship with the Company, including Client details and service pricing.

6.4 Non-Solicitation
‍Referral Partners shall not solicit or engage Clients introduced by the Company outside the scope of this Agreement for a period of 12 months following termination.

7.1 Resources and Support
The Company will provide the Referral Partner with necessary tools and materials to facilitate successful referrals.

7.2 Payment of Referral Fees
The Company will track referrals and process payments of Referral Fees in a timely manner as per Section 5.2.

7.3 Confidentiality
The Company will safeguard all sensitive information shared by the Referral Partner in the course of their engagement.

8.1 Termination by Either Party
This Agreement may be terminated by either Party upon 30 days’ written notice.

8.2 Termination for Cause
The Company may terminate this Agreement immediately if the Referral Partner engages in unethical conduct, misrepresentation, or fails to comply with the terms herein.

8.3 Post-Termination Obligations
The Company will pay Referral Fees for Referred Clients who signed contracts prior to the termination date, provided the Referral Partner remains in compliance with this Agreement.

9.1 Governing Law
This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.

9.2 Arbitration
Any disputes arising out of this Agreement will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, conducted in Los Angeles County, California.

10.1 Entire Agreement
This Agreement, together with the Engagement Letter and any appendices, constitutes the entire understanding between the Parties and supersedes all prior agreements.

10.2 Amendment
Any amendments to this Agreement must be made in writing and signed by both Parties.

10.3 Survival
Provisions relating to Confidentiality, Non-Solicitation, and Governing Law will survive termination of this Agreement.

10.4 Counterparts
This Agreement may be executed in counterparts, each of which will be deemed an original.

[End of Agreement]

Engagement Letter
Date: [Insert Date]
‍Referral Partner: [Referral Partner's Legal Name]
‍Address: [Referral Partner's Address]
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1. Purpose
This Engagement Letter formalizes the agreement between Worca, Inc. (the "Company") and [Referral Partner's Name] (the "Referral Partner") for participation in the Company's Referral Program.
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4. Acknowledgment
By signing below, the Referral Partner acknowledges acceptance of the terms specified in this Engagement Letter and agrees to comply with the Referral Partner Agreement.
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Referral Partner
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________

Worca, Inc.
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________

[End of Exhibit A]