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The following is a referral partner agreement between you (the “Referral Partner”) and Vivivantage LLC (the “Company”). The intention of this agreement is to set forth terms for referral of candidates and/or prospective client companies to the Company and payment of referral fees under the terms stated herein. This agreement is made and entered into as of the date of your first referral submission through the Company’s referral portal and applies to that referral and all subsequent referrals submitted through the referral portal.

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1) Eligibility.

Referral Partner may be an individual or a business entity. The following are expressly excluded from participation under this Agreement: (i) internal employees of Company; (ii) candidates referring themselves; (iii) clients currently under contract with Company referring themselves or other individuals employed by or affiliated with the same company (clients may refer individuals at other companies); and (iv) professional recruiters or staffing agencies unless expressly approved by Company in writing as an official partner.

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2) Geographic Scope.

Referrals are intended to be U.S.-based. International referrals may be accepted solely at Company’s discretion on a case-by-case basis and may require additional written approval or supplemental terms. Company has no obligation to accept or compensate international referrals.

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3) Referral Submission Requirements.

All referrals must be submitted through Company's designated online referral portal. No referral fee is owed under any circumstances if a referral is not submitted through the referral portal (no exceptions). In addition, Referral Partner must make a warm introduction via email, text message, or LinkedIn direct message. If a warm introduction is not made, any referral fee (if any) shall be determined solely at Company’s discretion. Referral Partner shall have thirty (30) days to cure submission defects, subject to Company’s discretion.

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4) Referral Definitions & Priority.

• Candidate Referral:  A referral of an individual candidate who is not already known to Company, has not been referred by another party, and is not present in Company’s ATS, pipeline, or prior submission history within the preceding eighteen (18) months.

• Client Referral:  A referral of a prospective client company that subsequently engages Company for recruiting or related professional services.

• Priority:  The first valid referral portal submission controls eligibility. Company retains sole discretion to determine referral validity and eligibility in all cases.

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5) Fees.

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• Candidate Referral Fees:

  • $5,000 for Director level positions or above (including Director, Sr. Director, VP, SVP, and C-suite)

  • $3,000 for any positions below Director level

• Client Referral Fees:  

Company will calculate any client referral fee as ten percent (10%) of Company’s professional fees that are earned and invoiceable for services performed within the first six (6) months of the client engagement (the “Billable Amount”).

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For clarity, the Billable Amount includes only those portions of professional fees that are earned and invoiceable during the first six (6) months of the engagement. Any fees that are contingent, deferred, success-based, completion-based, or otherwise not invoiceable within the six (6) month period are expressly excluded, even if invoiced or collected at a later date.

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Pass-through costs, expenses, taxes, and similar non-professional-fee items are excluded. No trailing or ongoing commissions apply beyond the six (6) month period.

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6) Eligibility Window; Condition Precedent; Payment Timing.

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• Eligibility Window:  A referral is eligible for consideration only if (i) a candidate placement is made and the applicable placement fee is earned and invoiceable, or (ii) client services are performed and invoiceable, in each case within six (6) months of referral submission through the referral portal. Eligibility is determined based on whether services are invoiceable, not whether payment has been received.

• Condition Precedent:  Client payment in full is a strict condition precedent to any referral fee being earned or payable. A referral fee is not earned unless and until Company has received full payment of the applicable invoice(s). Partial payment does not constitute payment in full. If a client never pays, no referral fee may be paid.

• Payment Timing:  If a referral fee is earned, Company will pay the fee within forty-five (45) days after Company’s receipt of full payment, subject to receipt of a completed IRS Form W-9.

 

7) Taxes; W-9; 1099.

Referral Partner must provide a completed IRS Form W-9 prior to payment. Company will issue a 1099-NEC where required by law.

 

8) Independent Contractor; No Authority.

Referral Partner is not an employee, agent, or representative of Company and has no authority to bind Company or make representations on Company’s behalf.

 

9) Ownership; Non-Circumvention.

Company retains sole ownership of all candidates, client relationships, the recruiting/search process, and all fees. Referral Partner shall not place referred candidates directly, circumvent Company, or solicit referred clients for competing recruiting or placement services.

 

10) Non-Solicitation.

Referral Partner agrees that it will not directly or indirectly recruit or solicit any employee, independent contractor, or agent of the Company, or induce any such person to terminate his or her relationship with the Company for a period of one (1) year following termination of this Agreement.

 

11) Affirmative Action.

The Company is an equal opportunity employer and does not discriminate on the basis of race, gender, age, national origin, physical or mental disability, religion, marital or veteran status, sexual orientation or any other basis forbidden by law. The Company agrees to make all referrals in conformance and furtherance of this policy.

 

12) Confidentiality.

The Company hereby agrees to maintain the confidentiality of all information provided by the Referral Partner, except as expressly authorized or required by law.

 

13) Effective Date and Termination.

This Agreement shall be effective on the date of the first referral submission through the referral portal. Either the Company or the Referral Partner may terminate this Agreement by providing the other party with written notification of such termination not less than thirty (30) days prior to the effective termination date. Referrals submitted prior to termination remain eligible if placement or billing occurs within six (6) months of submission, subject to the Condition Precedent above.

 

14) Miscellaneous.

This agreement is the complete, final and exclusive embodiment of the entire agreement between the Company and the Referral Partner in respect to this subject matter, and it supersedes all prior agreements between the parties with regard to such subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein. This Agreement may not be modified or amended except in writing signed by both the Referral Partner and the Company. This Agreement shall be construed and enforced in accordance with the laws of the State of Wyoming.