REFERRAL INCENTIVE AGREEMENT
This Referral Incentive Agreement (“Agreement”) is made between MyOutDesk, LLC, a California
corporation, located at 3001 E Street, Sacramento CA 95816 (“Principal”), and _____________________,
our referral partner (“Referral Partner”).
WHEREAS, Principal provides administrative services for its customers via third parties located in the
Philippines commonly known as “Virtual Professionals” (“VP”); and
WHEREAS, Referral Partner is an independent third party familiar with Principal’s business; and
WHEREAS, the parties desire to enter into an agreement whereby Referral Partner receives
discretionary commission compensation from Principal in exchange for soliciting and referring potential
clients to Principal that desire the services of a VP and/or VPs; and
WHEREAS, the parties do not intend to create an employer-employee relationship by way of this referral
arrangement in any manner whatsoever; and
WHEREAS, the parties agree and understand that Principal is a recognized name in the industry and has
a profound interest in protecting and preserving its public image and reputation and in turn, while
ultimately controlling the method and means by which it may solicit potential clients for Principal,
Principal desires to communicate certain expectations to protect its business reputation and goodwill;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, Principal and agree as
1. Territory and Customers. Referral Partner is not limited to any geographic area in which he/she
may solicit orders for Principal.
2. Sales Policy. All of the prices, terms, and conditions of sale will be established by Principal and
adhered to by Referral Partner. Principal may change these policies and conditions from time to
time within its sole discretion and will give ten (10) days’ written notice before any change is to
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take effect. Referral Partner agrees not to make any misrepresentations and/or conceal any
material facts regarding Principal in its dealings with third parties. Referral Partner also agrees to
refrain from any disparaging remarks about Principal’s competitors or otherwise commit any
unlawful or unfair business acts in its efforts to solicit and/or refer potential clients to Principal.
3. Orders and Collections. All orders for VPs solicited by Referral Partner will be sent to Principal
within twenty-four (24) hours of the order. All orders are subject to acceptance by Principal within
its sole discretion. Any sales inquiries made to Referral Partner will be referred to Principal,
accompanied by any relevant correspondence or documents. Principal will render all invoices in
connection with orders solicited by Referral Partner, directly to the purchaser. Purchasers who
contact Principal directly on behalf of the solicitation of Referral Partner will be credited to
Referral Partner provided that the purchaser references Referral Partner as soliciting their order.
Principal has full responsibility for collections, bad debts, and credits, orders, and contracts.
4. Relationship of Parties. Referral Partner is not an employee of Principal for any purpose and is
under no obligation to solicit orders for Principal. Principal is concerned only with the results
obtained by Referral Partner. Referral Partner has sole control over the manner and means of
performing the duties required for discretionary commission under this Agreement, including
hiring and managing its own employees. All costs and expenses of performing under this
Agreement will be borne by Referral Partner. Referral Partner does not have the power or
authority to bind Principal to any contract or obligation, express or implied, without Principal’s
prior written consent.
5. Commissions. Principal will pay a commission on orders solicited by, or direct sales of Principal if
authorized, to a purchaser who confirms it was referred by Referral Partner, pursuant to the
Referral Partner will be paid $400 per full-time VP (defined as 40 hours of work per week) for each
subsequently completed order for a VP; and
Commissions are deemed earned by Referral Partner on acceptance or delivery of the order by
Principal, whichever occurs first. Principal will pay commissions to Referral Partner by the last day
of each month for commissions earned during the previous month.
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All earned commissions are paid as a credit against your services invoiced (active clients) and as a
check (non-active clients).
6. Determination of Solicited Order or Referral. Principal shall maintain, in its sole discretion, what
constitutes a solicited order or referral and whether or not the order or referral was derived by
Referral Partner’s efforts. Both parties agree that situations may arise where an order or referral is
the result of the efforts of several different Referral Partners, and concedes to any decision
Principal may make, in its sole discretion, as to what Referral Partner, if any, a given order or
referral may be attributed to. In the event Referral Partner is unhappy with Principal’s decision, it
remains under no obligation to continue referring potential clients to Principal.
7. Indemnity. Referral Partner agrees to hold Principal harmless from and against, or any of its
agents, employees, or other representatives, and agrees to indemnify and defend Principal for,
any liability, loss, cost, expense, obligation, fee, judgment, claim or other damage brought about
by an injury or alleged injury of any kind suffered by any person or property as the result of any
act, neglect, default, or omission of Referral Partner, or any of its agents, employees, or other
representatives. If any action, complaint, arbitration, claim and/or lawsuit is brought against
Principal because of the acts and/or omissions of Referral Partner, Referral Partner agrees to
defend Principal at its own expense. The provisions of this Section shall survive the termination of
this Agreement for a period of five (5) years.
8. Term. This Agreement is effective beginning on the date of online submission of the sign-up web
form. It is effective until either party gives the other party written notice of intent to terminate the
Agreement, to take effect immediately after notice is given. Termination may occur for any reason
whatsoever, with or without cause, in either party’s sole discretion. Principal will pay commission
on orders solicited by Referral Partner before the termination date.
9. Notices. Any notice or other communication required or permitted hereunder shall be in writing
and shall be delivered personally, sent by electronic mail, facsimile transmission or sent by
certified, registered, or overnight courier, postage prepaid. Any such notice shall be deemed given
when so delivered personally, sent by electronic mail, or sent by facsimile transmission; if
delivered by commercial overnight courier service, one (1) day after delivery or, if mailed, five (5)
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days after the date of deposit in the United States mails, to the address of each respective party
set forth in the opening paragraph of this Agreement.
10. Confidentiality. Referral Partner shall cause each of his/her agents, officers, directors, contractors,
and employees to hold all information relating to the business of Principal disclosed to it by reason
of this Agreement, including without limitation all business plans, software, processes,
procedures, formulas, market niche, marketing strategies, intellectual property, technology,
research, know-how, methods, techniques, inventions, drawings, masters, raw materials,
components, business and financial information, trade secrets, assets, operational methods,
customer lists, analysis, contractual information, pricing terms and the like, disclosed to it by
reason of this Agreement (collectively, the “Confidential Information”) in trust and confidence and
will not disclose any of such Confidential Information to any third party, except as provided in this
Agreement. Each party shall limit disclosure of such Confidential Information to those of its agents
or employees who have a need to know such Confidential Information and shall inform those
agents or employees to whom such disclosure is made of their obligations of confidentiality and
limited use. The obligations of this Section shall not extend to any Confidential Information: (a)
that, on or after the date of this Agreement, comes into the public domain through no fault of
Referral Partner; (b) that is disclosed to Referral Partner, without restriction on disclosure, by a
third party who has the lawful right to make such a disclosure; (c) that is required to be disclosed
by a party by law, or to a court or a governmental body or entity; or (d) that is disclosed to Referral
Partner’s respective directors, officers, attorneys, accountants, and other advisors, who are under
an obligation of confidentiality, on a “need-to- know” basis. The provisions of this Section shall
survive the termination of this Agreement for a period of five (5) years.
11. Trade Secrets. The parties acknowledge that, in the course of the performance of this Agreement,
they may come into possession of intellectual property that is owned by the other party, and that
is further protected as a “trade secret” under the federal Defend Trade Secrets Act and/or the
California Uniform Trade Secrets Act. The Parties further acknowledge that, under the federal
Defend Trade Secrets Act and/or the California Uniform Trade Secrets Act: (1) an individual is
prohibited from misusing protected trade secret information; (2) the misuse of trade secret
information may subject the individual to both civil and criminal penalties under the jurisdiction of
the federal and/or California Courts; (3) a plaintiff suing on a trade secret theory is entitled to
damages for actual loss caused by the trade secret, as well as injunctive relief; and (4) if a plaintiff
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is able to show willful and malicious trade secret misappropriation, it may be entitled to
exemplary damages in addition to actual damages. The parties each agree that they will not at any
time misappropriate or otherwise misuse the trade secrets of the other party under either the
federal Defend Trade Secrets Act or the California Uniform Trade Secrets Act. The provisions of
this Section shall survive the termination of this Agreement for a period of five (5) years.
12. Non-Solicitation/Non-Competition. Given Referral Partner’s access to Principal’s Confidential
Information, during the term of this Agreement, and for a period of five years thereafter
throughout the World, Referral Partner shall not, directly or indirectly, either as an employee,
employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any
other individual or representative capacity, engage or participate in any business that is in
competition in any manner whatsoever with the business of Principal, including, without limitation
any VP business to any industry. Likewise, during the term of this Agreement, and for a period of
five years thereafter throughout the World, Referral Partner shall not, directly or indirectly, either
as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer,
director, or in any other individual or representative capacity, solicit the services or business of
any of Principal’s VP’s, employees, vendor’s, affiliates, agents, successors, assigns, owners, or
anyone else acting on behalf or, or purporting to act on behalf of Principal for ‘s own benefit
except as expressly allowed herein during the term of this Agreement. The provisions of this
Section shall survive the termination of this Agreement for a period of five (5) years.
13. Use of Name, Likeness of Referral Partner. During the term of this Agreement, Principal will have
the right to the use of Referral Partner’s name, likeness, logo, video testimonial and similar
characteristics for the purpose of advertising, promoting and selling its services to third parties
and/or soliciting VP’s, vendors and/or other third parties for purposes of financial gain to Principal.
Referral Partner expressly agrees to allow Principal to use Referral Partner as a reference and to
share Referral Partner’s name, likeness, and logo, to third parties under this Agreement.
14. Other Provisions.
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(a) This Agreement is controlled by and is to be construed under the laws of the State of
California, and any action brought pursuant to or in enforcement of this agreement, said action
shall be venued in the County of Sacramento, State of California.
(b) This Agreement is the entire agreement between the parties. If any portion of this
agreement is determined by a court of competent jurisdiction to be void, invalid, or
unenforceable, the remaining provisions will remain in full force and effect and will be in no way
affected or invalidated.
(c) This Agreement may be executed in counterparts, each of which shall be deemed to be
an original, but which together shall constitute one in the same instrument. The section headings
contained in this Agreement are inserted for convenience of reference only and shall not affect
the meaning or interpretation of this Agreement.
(d) This Agreement shall be binding upon and inure to the benefit of the parties and their
respective successors and legal representatives. Referral Partner shall not assign this Agreement
without the prior written consent of Principal, which shall not be unreasonably withheld or
delayed. Conversely, Principal may assign this Agreement or any of its rights and responsibilities
hereunder, in whole or in part, upon written notice to, but without consent of, Referral Partner.