Centercode Referral Program Overview

This document describes details of Centercode's Lead Referral Program. If you have questions, please E-mail us at partners@centercode.com

Program Highlights

Commission offered is 20% of 1st year revenue
Commission is paid following receipt of payment from the referred company for the products/services purchased
Participation is open to any company capable of providing sales leads which meet the plan criteria
Company providing referral agrees to actively participate in the sales process

Program Details

Centercode is a provider of feedback management solutions consisting of web-based software and managed services which help companies deliver better products. Referrer has experience, business relationships, and network contacts which qualify it to act as a Referrer with Centercode. Referrer will participate in Centercode's lead referral program in which Referrer will provide Centercode with a potential customer identified by Referrer ("Leads") in exchange for which Centercode will pay certain commissions as described below.

Terms

Term	Definition
Actively Participate	Referrer's active engagement in the introduction of a Lead to Centercode either in-person, by telephone, or through a joint sales call, and will include Referrer's continued support of Centercode throughout the sales process.
Commissionable Lead	A Lead for which Referrer is eligible under Section 2 (below) to be paid a commission because said Lead has become a customer of Centercode by executing a Centercode Subscription or Services Agreement for use of a Centercode Service.
Centercode Lead Form (CLF)	A form published by Centercode (http://www.centercode.com/refer) to be used by Referrer to identify a referred Lead for purposes of qualifying the Lead as a Commissionable Lead.
Lead Referral Date	The date Centercode receives a CLF.
Notification Date	The date that Centercode notifies Referrer that it has accepted Referrer's Lead as a Commissionable Lead.
Service	Centercode Managed Services or the application known as Centercode Connect or similar or successor product, which Centercode licenses or provides to Customers.

Terms and Conditions of Lead Referral and Acceptance

Referrer's Identification and Referral of Leads
1. Referrer acknowledges and agrees that in order for a Lead to qualify as a Commissionable Lead, the following must have occurred:
  1. Referrer must have Actively Participated in the introduction of the Lead to a Centercode sales contact; and
  2. Referrer must have timely documented the introduction of the Lead on a CLF and must have submitted the completed CLF to Centercode for review; and
  3. Centercode must have reviewed Referrer's CLF and accepted the Lead as commissionable (i.e., not rejected the Lead for any of the reasons stated in the Exclusions section below, or otherwise).
2. Exclusions. Referrer acknowledges and agrees that no commission will be paid to Referrer for the referral of a Lead:
  1. that was an existing customer of Centercode's at the time of the referral; or
  2. with whom Centercode was already involved in preliminary or advanced discussions relating to the sale of a license or services to Lead (as of the date of the CLF); or
  3. for whom a CLF (or similar document) has previously been submitted by Referrer or any other third party; or
  4. for whom Referrer did not Actively Participate in the development and/or solicitation of the Lead.
3. Referrer acknowledges that it shall be solely responsible for and shall bear all costs associated with Referrer's development of any Leads for referral to Centercode.
Centercode's Obligations Upon Lead Referral
1. Centercode hereby authorizes Referrer to refer Leads to Centercode in exchange for the remuneration listed in Exhibit "A."
2. Upon submission of a CLF from Referrer, Centercode will promptly review the CLF to determine whether to accept or reject the Lead as commissionable under the conditions of lead referral and acceptance section above, or other commercially reasonable basis as determined by Centercode.
3. Centercode will notify Referrer within five (5) business days ("Notification Date") of receipt of the CLF as to whether the Lead submitted by Referrer to Centercode is commissionable. Upon acceptance of a Lead as commissionable, Centercode shall be solely responsible for all costs it incurs associated with the sale of a License or other Service to said Lead.
Mutual Obligations for Lead Development/Sale.
1. Each Party will cooperate with the other to develop and execute a strategy to best serve the needs of the Commissionable Lead, including how the Parties will work separately or together, if at all, regarding the Lead.
2. Each Party will, upon request of the other Party, provide the other with all non-confidential information it has regarding a Lead in order to assist the other party in (i) verifying the eligibility of the Lead as commissionable; and/or (ii) successfully soliciting the Lead to purchase Centercode products.
3. Each Party will, upon request of the other Party, in its reasonable discretion, provide the other Party with information regarding its services and/or products. Such information shall include sales and marketing materials and informal training. Any training provided under this Section shall be conducted at mutually agreed times and places and shall be conducted in accordance with the training Party's discretion.
4. Each Party will conduct all of its business in its own name and in a businesslike and professional manner. Referrer will not make any representations or guarantees concerning the Centercode Services. Referrer will not take any action that may disparage Centercode or the Centercode Services.

Comissions / Referral Fees

Payment. Subject to the terms and conditions of this Agreement, , Centercode will pay Referrer a commission as determined by schedule set forth in Exhibit "A" for each Commissionable Lead submitted by Referrer and accepted by Centercode in compliance with the requirements of Section 2 above, that places orders under a Centercode Master Subscription Agreement of General Services Agreement. The payment of commissions will be made in U.S. Dollars. Referrer shall be solely responsible for payment of any and all national, state, and local taxes and charges arising from or imposed on the payments made to Referrer by Centercode. If a Commissionable Lead requests and obtains a refund of any fees within six (6) months after execution of a Subscription Agreement, the amount of the applicable Commissions paid to Referring Party will be set-off against any subsequent Commissions earned by Referrer.
Payment Timing. Commissions under this Section shall be due no later than the last day of the month following the month after Centercode actually receives the applicable payment of fees from the Commissionable Lead.

Exhibit A - Partner Comission Forumla

Commissionable Leads for Software Licenses

Centercode will pay Referrer a commission of twenty percent (20%) of the amount invoiced to and paid by the Commissionable Lead for Centercode Software Licenses and related Services provided to that Commissionable Lead during the twelve (12) month period beginning on the date Commissionable Lead enters into a Centercode Master Subscription Agreement. In the case in which a Commissionable Lead pays Centercode monthly or quarterly, Centercode will compensate the Partner by matching the payment schedule of the Commissionable Prospect for one year. No commissions will be paid to Partner for renewals purchased by the Commissionable Lead under the License Agreement or any other agreement between such Commissionable Lead and Centercode.

Commissionable Leads for Managed Beta Services

Centercode will pay Referrer a commission of twenty percent (20%) of the fees invoiced to and paid by the Commissionable Lead for Managed Beta Services provided by Centercode to that Commissionable Lead during the twelve (12) month period beginning on the date Commissionable Lead enters into a Centercode General Services Agreement. No commissions will be paid to Referrer for any shipping charges, participant incentives, or any other expenses invoiced to the Commissionable Lead in conjunction with the Managed Services.