LAST MODIFIED: 14.12.2021

1. Introduction

1.1 the Parties wish to grant each other the non-exclusive right of referring potential clients/customers for the Services, subject to the terms and conditions of this Agreement.

1.2 The terms and conditions (“General Terms”) includes the general terms, that apply to the Agreement. Any additions and/or changes to the terms will be notified to the Partner via e-mail. Notification shall be given no less than thirty (30) days before the change is put into effect. If the Partner wishes to object to Learningbank, the Partner shall state so in writing. This shall happen within fourteen (14) calendar days after receiving the before-mentioned notification.

2.0 Referrals

2.1 During the term (as defined in clause 8) a Party may refer potential clients/customers to the other Party, for the purpose of the Party receiving the referral shall promote its Services to the potential client/customer.

2.2 A Party shall use its professional judgment as to the appropriateness of a particular referral.

3.0 The Referral Fee

3.1 The Parties will pay to each other a fee (the "Referral Fee") for referrals which lead to the signing of a final and binding agreement between the Party receiving the referral and the referred clients/customer no later than [12 months] after the date of the referral (a "Successful Referral").

3.2 The referral fee percentage is outlined in the contract between the Parties

3.3  Referral Fee will be payable if the Party receiving the referral can document that the potential client/customer being referred is already included in the Party receiving the referral's CRM system with an active lead, i.e. contact between the Party receiving the referral and the client/customer being referred has been established prior to the referral.

3.4 The Party receiving the referral shall inform the Party providing the referral about acceptance or rejection of the lead/referral in question and, if requested, document this no later than seven (7) business days after receipt of the request from the Party providing the referral.

4.0 Payment terms

5.0 Obligations of the Parties

• Each Party shall be entitled to a place on the other Party’s website with name, company logo and link to the website of the other Party.
• Each Party shall conduct its business and any referrals in its own name, and neither Party shall use the name of the other Party.
• Neither Party shall have the authority to enter into any agreement or otherwise assume any liability on behalf of the other Party. Thus, the Party receiving the referral shall have the sole discretion to enter into or not enter into an agreement with a potential client.
• Each Party shall comply with all applicable laws and regulatory rules or requirements when referring potential clients/customers to the other Party, including but not limited to rules set out in the Danish Marketing Practices Act, the Danish Data Protection Act and similar foreign regulation.
• Each Party shall provide to the other Party access to a lead registration form where such Party must register all leads.
• Each Party must allocate the necessary enablement resources necessary to educate the opposite Party with its products and businesses. Enablement resources include best practice guides and e-books, on-demand webinars and product presentations etc.
• The Referral Partner will get a white label Learningbank learning lifecycle platform free of charge to showcase to potential clients/customers throughout the term of this Agreement.
• Each Party shall refrain from making any representations, warranties or guarantees, and may not promise any specifications etc. to the potential clients/customers concerning the Services.

6.0 Intellectual Property Rights

6.1 Each Party holds all intellectual property rights (including but not limited to all copyrights; trademarks; domains; inventions (whether patentable or unpatentable and whether or not reduced to practice); and any other intellectual property rights in any jurisdiction in the world ("Intellectual Property Rights")) owned by the Party in question. Neither Party shall gain or acquire any proprietary rights to the other Party's Intellectual Property Rights.

6.2 Upon the termination of the Agreement, the Parties will no longer have any right to use each other's Intellectual Property Rights.

7.0 Confidentiality

7.1 During the course of this Agreement, it may be necessary for the Parties to share proprietary information (including but not limited to: trade secrets; industry knowledge; and other confidential information not in the public domain) to each other in order to seek out potential referrals. The Parties shall not use or disclose any such proprietary information about the business or affairs of the other Party at any time during of or subsequent to the term of this Agreement.

7.2 This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either Party.

8.0 Term

8.1 This Agreement shall commence upon the date of signing of this Agreement and will continue for a six-month trial period ("Pilot Period"). The Parties shall review and discuss the Agreement and possible amendments to the Agreement every 12 months following the expiration of the Pilot Period. If the Parties decide to continue the Agreement after the end of the Pilot Period by mutual, written acceptance, the Agreement will continue and renew automatically until terminated in accordance with Clause 9.0.

9.0 Termination

9.1 This Agreement may be terminated at any time by either Party upon thirty (30) business days written notice to the other Party. Upon termination, the Parties shall pay all outstanding compensation due and owing for referrals made prior to the date of termination.
9.2 Further, this Agreement may be terminated with immediate effect by either Party if the other Party is in breach of the terms and conditions of this Agreement.

10.0 Liability

10.1 The Parties are liable towards each other according to the general principles of Danish Law.

10.2 A Party is under no obligation to provide a specific number of referrals and the lack hereof shall not constitute a breach of this Agreement.

11.0 Disclaimer of Warranties

11.1 The Parties shall refer potential clients/customers to each other. The Parties do not represent or warrant that such referrals will create any additional profits, sales, exposure, brand recognition, or the like. The Parties have no responsibility to each other if the referrals do not lead to the desired result(s).

12.0 Independent Contractors

12.1 Nothing in this Agreement constitutes a partnership. The Parties are each independent contractors fully and solely responsible for their own actions and nothing in this Agreement shall constitute a Party as an employee, agent, representative, partner or joint venture party of or with the other Party nor shall a Party have the authority to bind the other Party to any oral or written agreement.

13.0 Waiver of Rights

13.1 The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

14.0 Legal and Binding Agreement

14.1 This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.

15.0 Governing Law and Jurisdiction

15.1 The Parties agree that this Agreement is governed by Danish law and in all aspects with the City Court of Copenhagen (Københavns Byret) as agreed venue in the first instance.

16.0 Entire Agreement and Amendments

16.1 The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.