Agency Agreement

sgt_ico_agreement_agency

The Purpose

The Company is looking to develop Contacts/clients of its various Strategies. The Referrer will introduce individuals, companies, organisations as contacts for the Company on a non-exclusive basis.

By this Agreement, the Company is agreeing to remunerate the Referrer in case the Company or any Group company or associated entity or individual makes any type of deal with one of the Contacts (hereafter: the “the Contact”) presented by the Referrer to the Company. A Contact includes any of its employees, subsidiary, agent or other of the Contact.

 

Independent Contractor - No Agent Representation

This Agreement shall not render the Referrer an employee or partner with the Company for any purpose. The Referrer is and will remain an independent contractor in his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Referrer's commission hereunder or any claim regarding any worker’s or social security right of any kind.

The Referrer will only provide documents to potential contacts that are provided to him by the Company and act with reasonable diligence in the collection and providing of general information about the Contact he provides when presenting the contact(s) to the Company. The Company solely carries out all due diligence and responsibilities required to enter and sign any agreement between the Company and the Contact(s).

The Referrer shall only present contacts to the Company and will not be involved in the process or signing of any deal or agreement between the Company and Contact and not be held liable for any activities, exchange of information, or services rendered between the Company and the Contact.

The referrer is solely responsible for conducting referring business in the jurisdiction the referrer is based or any other Jurisdictions.

 

Commission Rates

When any contact brought in by the Referrer results in subscriptions, memberships, payments, investment, or in any Company agreement with the Contact (and/or any of its employees, subsidiary, agent or other of its contractor), the Company irrevocably commits itself to inform the Referrer and pay a commission to the Referrer, calculated as a fixed percentage % of the gross amount received by the Company from the Contact.

 

Payment of Commission

The commission is paid directly by the Company to the Referrer. The commission is due within 10 days of the receipt of payment by the Company from the Contact. The commissions paid to the Referrer will continue to remain in effect as long as the Contact (and/or any of its employees, subsidiary, agent or other of its contractor) is in contract, agreement, or relationship with the Company.

If the Contact agreement or relationship is modified, renewed or extended, the commission in relation to such modification will be due and payable within 10 days at the time any payment is executed from the Contact for services rendered by the Company.

 

Termination/Renewal

This Agreement shall automatically be renewed for any new Contact introduced by the Referrer to the Company unless prior written notice between the parties. The Company will not be considered having prior knowledge of the Contact/ client if the Company has only a knowledge of the name and/or contact details of the Contact/client presented by the Referrer without proof of prior Company dealings related to the specific proposal or offering by the Company.

This Agreement shall commence upon the date of execution and continue until either Party terminates this Agreement in writing, including email notification. Upon such termination, the Referrer will respect the confidentiality of information in clause 6 of this agreement and will immediately stop presenting any new Contacts to the Company.

The Company shall continue to pay the Referrer all commissions generated by any Contacts presented by the Referrer that are in the process of entering, joining or are still in relationship or agreement with the Company.

 

Confidentiality, Non Competition, Non Circumvention & Reporting

From the date of this agreement, it is expressly agreed that the identities of any individual or entity and any other third parties (including, without limitation, suppliers, customers, sources and consultants) discussed and made available by the Referrer in respect of the Purpose of this Agreement and any related Company opportunity, shall constitute Confidential Information and the Company or any Group company or associated entity or individual shall not use or divulge that information except where required by Law.

The Company commits itself to keep the Referrer informed of any activity/development of its Company relationship, including financial relationship with the Contact and a report of such activity/development will be communicated to the Referrer on a regular basis; in any case, any contract or agreement between the Company and the Contact, including any subsidiary, agent, or entity or person(s) representing or acting on behalf or to the benefit of the Contact, will be immediately communicated to the Referrer.

 

Modification, Severability & Succession

This Agreement may not be modified except by amendment produced in writing and signed by both Company and Referrer. No waiver of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.

If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

If any other provisions or agreements are necessary to enforce the intent of this document, both parties agree to execute such provisions or agreements upon request.

A copy of this agreement and the Terms of this agreement are automatically passed on to the spouse or children of the Referrer in the event of the decease of the Referrer.

 

Governing Law & Jurisdiction

This agreement will be governed by the laws of the British Virgin Island. In case of misunderstanding between the Parties or difficulty to apply the present agreement, the Parties shall do their utmost in good faith to solve the issue amicably or by mediation before pursuing court action.