Referral Partner Agreement | Solanasis

Referral Partner Agreement

Solanasis LLC — Referral Partner Program Terms

1. Purpose

Partner may introduce potential clients to Solanasis for services including cybersecurity assessments, disaster recovery verification, compliance readiness assessments, technical remediation, and related consulting work.

If such introductions result in a paid engagement, Partner will receive a referral fee as described below.

2. Partner Tier and Referral Compensation

Partner's tier is indicated below (check one):

• □Standard Partner: 10% of gross services revenue received from the referred client's first paid project, capped at $2,500 per referred client.
• □Founding Partner (first 10 partners only): 15% of gross services revenue received from the referred client's first paid project, then 10% for subsequent referrals. Capped at $2,500 per referred client.

Conversion Bonus (all tiers): If the referred client signs a recurring retainer within 60 days of the first paid project and pays the first recurring invoice, Partner earns an additional $500.

Nonprofit Donation Option: Partner may elect, in writing, to have all or a portion of referral fees donated to a 501(c)(3) nonprofit organization of Partner's choosing. If elected, Solanasis will make the donation directly and provide Partner with confirmation. Partner is responsible for any tax implications of this election. To exercise this option, Partner must notify Solanasis in writing before the referral fee is processed.

3. Qualified Referral

A referral qualifies for compensation only if all of the following are met:

• ✓The prospect opts in to the introduction
• ✓The introduction includes a decision maker
• ✓There is a real trigger behind the conversation
• ✓The client was not already in active discussion with Solanasis

To register a referral, Partner must submit the client introduction via email to hi@solanasis.com or through the deal registration form.

Disqualifiers: Cold lists, scraped contacts, non-consensual introductions, mass intros without context, or any arrangement requiring improper kickbacks to decision-makers.

4. Deal Protection and Non-Circumvention

• ✓Solanasis will confirm receipt within 24 hours
• ✓Referral is protected for 120 days from confirmation
• ✓Solanasis will not intentionally bypass Partner during the protection window
• ✓Existing conversations will be disclosed immediately
• ✓Milestone updates provided throughout the process

5. Revenue Definition and Commission Base

"Revenue" means payments actually received by Solanasis from the client for the first paid project, limited to services revenue only.

Revenue excludes: hardware, software, licenses, subscriptions, cloud spend, third-party pass-through charges, taxes, shipping, payment processing fees, and refunds issued to the client.

6. Payment Terms

• •Within 15 days after the end of the quarter in which Solanasis receives cleared payment
• •Accompanied by a summary of the relevant payment and commission calculation
• •Via ACH, wire transfer, or another mutually agreed method

Solanasis will collect a W-9 from Partner before issuing the first payment. A 1099-NEC will be issued for any Partner receiving $600 or more in referral fees in a calendar year.

7. Clawback

If a client payment is reversed, refunded, or charged back after a referral fee has been paid, Solanasis may net the corresponding commission from future payouts.

8. Independent Contractor

Partner acts as an independent contractor and has no authority to bind Solanasis to any agreement with clients. This Agreement does not create a partnership, joint venture, or employment relationship.

9. Representations and Warranties

Each Party represents and warrants that:

• •It has the authority to enter into this Agreement
• •Its performance will not violate any other agreement
• •It will comply with all applicable laws and regulations

Partner additionally represents and warrants that:

• •All referrals will be made in good faith
• •Partner holds any required licenses or certifications
• •Partner will not make unauthorized representations about Solanasis

10. Anti-Bribery and Anti-Corruption

Neither Party shall, directly or indirectly:

• •Offer, pay, promise, or authorize any bribe, kickback, or improper payment
• •Make any payment to a government official to influence any act or decision
• •Engage in any activity violating applicable anti-bribery or anti-corruption laws

Partner shall immediately notify Solanasis of any actual or suspected violation.

11. Confidentiality

Partner agrees to keep confidential any non-public business information received from Solanasis, including pricing, client details, proposals, and business strategies. Solanasis agrees to keep confidential any non-public information received from Partner. This obligation survives termination for two (2) years.

12. Indemnification

Partner shall indemnify Solanasis against claims arising from: Partner's breach, negligence or willful misconduct, misrepresentation to referred clients, or violation of applicable law.

Solanasis shall indemnify Partner against claims arising from: Solanasis' breach, or negligence or willful misconduct in delivering services to referred clients.

13. Term and Termination

• •Effective from date signed; continues until terminated
• •Either Party may terminate with 30 days' written notice
• •Immediate termination for material breach (15-day cure period)
• •Pre-termination referrals honored; earned commissions remain payable
• •Sections 11, 12, 14, and 17 survive termination

14. Limitation of Liability

Solanasis' total liability shall not exceed total referral fees paid to Partner in the 12 months preceding any claim. Neither Party shall be liable for indirect, incidental, consequential, special, or punitive damages.

15. Assignment

Neither Party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

16. Program Updates

Solanasis may update program terms with 30 days' written notice. Registered deals follow the terms in effect at the time of registration.

17. Governing Law

This Agreement shall be governed by the laws of the State of Colorado. Disputes shall be resolved through mediation in Boulder County, Colorado before pursuing litigation.

18. Notices

All notices shall be in writing and delivered via email:

• •Solanasis: hi@solanasis.com
• •Partner: [Partner email address]

Notices are deemed received on the date of delivery if sent during business hours, or the next business day if sent outside business hours.

19. Entire Agreement

This Agreement represents the entire understanding between the Parties regarding referrals and supersedes all prior discussions, agreements, or understandings. This Agreement may only be amended in writing signed by both Parties.

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