1. Definitions
- Company: Worca, Inc., Delaware corporation, principal office at 1631 Electric Ave, Venice, CA 90291
- Referral Partner: Entity or individual executing the Engagement Letter, operating under this Agreement
- Referred Client: Company or organization introduced by the partner that becomes a paying client
- Referral Fee: Compensation due upon successful conversion of a referred prospect
- Gross Profit: Net revenue from a referred client during their first 12 months, calculated as gross sales minus direct costs including contractor compensation, employment taxes, and insurance
2. Engagement Letter
The Engagement Letter formalizes the partnership and incorporates:
- Partner’s legal name and address
- Authorized representative details
- Acknowledgment of this Agreement
- Custom referral fee terms and payment schedules
The Engagement Letter is integral and incorporated by reference.
3. Relationships
Partners function as independent contractors. No partnership, joint venture, or employment relationship exists. Partners cannot represent themselves as company employees or agents.
4. Referral Process
4.1 Submission Methods
- Email introductions
- Company’s designated referral portal
- Pre-approved written submissions
4.2 Valid Referral Criteria
Referred clients must not already exist in the company database or have had substantial prior interactions.
4.3 Verification
Company reviews submissions within 3 business days and notifies partners of status.
4.4 Support
Partners may assist in nurturing prospects through coordinated efforts.
5. Referral Fees and Payment Terms
5.1 Fee Structure
Default rate is 10% of the Gross Profit generated during the first 12 months, beginning when the first payment is received from the referred client. Custom terms in the Engagement Letter supersede defaults.
5.2 Payment Schedule
- Calculated monthly
- Disbursed within 30 days of month-end
- Custom schedules outlined in the Engagement Letter
5.3 Payment Conditions
Fees paid only if referred clients fulfill contractual obligations. Early termination or default may result in proportional adjustment or discontinuation.
5.4 Tax Documentation
Partners must provide accurate tax documentation (W-9 for U.S. partners). Payments may be delayed without proper documentation.
6. Responsibilities of the Referral Partner
6.1 Ethical Conduct
Partners must act in good faith and accurately represent services. Fraud or misrepresentation triggers immediate termination and fee forfeiture.
6.2 Legal Compliance
Partners must comply with all applicable laws and regulations.
6.3 Confidentiality
Partners must protect proprietary information, including client details and pricing.
6.4 Non-Solicitation
Partners cannot solicit or engage company-introduced clients outside this Agreement for 12 months following termination.
7. Responsibilities of the Company
7.1 Resources
The company provides tools and materials for successful referrals.
7.2 Payment
The company tracks referrals and processes fees timely per Section 5.2.
7.3 Confidentiality
The company protects partner information.
8. Term and Termination
8.1 Standard Termination
Either party may terminate with 30 days’ written notice.
8.2 Termination for Cause
Company may terminate immediately for unethical conduct, misrepresentation, or non-compliance.
8.3 Post-Termination
Company pays fees for contracts signed before termination if the partner remains compliant.
9. Governing Law and Dispute Resolution
9.1 Jurisdiction
Governed by California law without conflict-of-law principles.
9.2 Arbitration
Disputes resolved through binding arbitration under American Arbitration Association rules in Los Angeles County, California.
10. Miscellaneous
10.1 Entire Agreement
This Agreement, the Engagement Letter, and appendices constitute the complete understanding.
10.2 Amendments
Changes require written signatures from both parties.
10.3 Survival
Confidentiality, Non-Solicitation, and Governing Law provisions survive termination.
10.4 Counterparts
Execution in counterparts permitted.