Referral Program

This Agreement grants to the Referring Party identified above the right to refer to NYREER qualifying new customers ("Prospects") for the purchase of NYREER professional engineering, energy or recycling products or professional services directly from NYREER for a Referral Fee ("Referral Fee") as set forth below.

1. Referral of Prospects
   1. To be eligible for a Referral Fee, the Referring Party must identify Prospects directly to NYREER through its Sales and Marketing Administration. Existing NYREER customers are not eligible as Prospects, neither are customers currently in the sales pipeline. Upon approval as a sales lead, the referral, now considered a "Qualifying Transaction" is eligible for a Referral Fee upon receipt of payment to NYREER for the applicable sale. All approval of sales leads are at NYREER's sole discretion.
   2. NYREER will not pay more than one (1) Referral Fee on any given Qualifying Transaction, and NYREER reserves the right to apportion, based on level of effort, a Referral Fee if more than one Referring Party has contributed to the close of a Qualifying Transaction.
   3. A Referring Party may receive the Referral Fee only on the initial sale of NYREER products or services. Fees for the performance of services (such as on-site professional service fees and costs; training costs; maintenance and support fees; maintenance and support renewal fees) and fees associated with subsequent product purchases are not eligible for Referral Fees.
2. Compensation of Referring Party
   1. Referral Fees for all Qualifying Transactions will be based on the following formulas:
      • Commercial or Industrial - For a minimum system size of 50.00kw DC you will receive a minimum $2,500.00. This rate is scalable based on system size.
      • Residential - For a minimum size system of 7.0kw DC you will receive $1,000.00
   2. NYREER shall within thirty (30) days after receipt of payment from the Prospect for the NYREER products or professional services provided in the Qualifying Transaction, remit the applicable Referral Fee to the Referring Party. All amounts payable by NYREER to the Referring Party are subject to offset by NYREER against any amounts owed by Referring Party to NYREER.
   3. Referring Party shall be responsible for payment of all taxes to which the Referral Fee is subject. Referring Party agrees to indemnify and hold NYREER harmless against any taxes, including penalties, duties and interest levied by any government on the Referral Fee.
3. Standard Terms and Conditions:
   1. Confidentiality: All terms of this Agreement are confidential, and neither party shall disclose any term thereof without the prior written consent of the other party, unless disclosure is required by law. Notwithstanding the foregoing, either party may disclose the terms hereof to such party's professional, financial and similar advisors provided such other persons or firms agree not to disclose such information to any third party.
   2. Indemnification: Each party, its successors, assigns, and affiliates (collectively, the "Indemnifying Party") shall indemnify, defend and hold the other party, its successors, assigns, and affiliates, and each of their respective officers, agents, directors, and employees (collectively, the "Indemnifying Party") harmless from and against any losses, liabilities, claims, actions, and expenses, including reasonable attorney's fees, arising from or related to those directly associated with any event, and only pertaining to the extent of the jurisdiction that each possesses, but does not pertain to a breach of any of its representations, warranties, covenants or obligations under this Agreement; or the Indemnifying Party's gross negligence or willful misconduct.
   3. Entire Agreement: This Agreement constitutes the entire understanding between the parties and cannot be amended or modified except by an agreement in writing signed by NYREER and the Referring Party, and that specifically references this agreement. All previous understandings or agreements between NYREER and Referring Party relating to the subject matter hereof shall have no further force and effect.
   4. Relationship of the Parties: The Referring Party's performance of services are in the capacity as an Independent Contractor, and nothing contained in this Agreement shall be construed to establish an Employer/Employee relationship between NYREER and the Referring Party.
   5. Representations, Warranties and Covenants: The Referral Party represents, warrants and covenants that he/she is free to enter into this Agreement, and to perform his/her obligations contemplated under this Agreement; NYREER is the sole owner of all rights granted to the Referring Party under this Agreement; the Referring Party shall cooperate (in good faith) with NYREER in supporting NYREER's mission and by-laws.
   6. No Warranty: NYREER makes no warranties and representations, and expressly disclaims all warranties and representations, express or implied, including any implied warranties of fitness for a particular purpose, merchantability or otherwise with respect to this Referral Agreement.
   7. Limitation of Liability: UNDER NO CIRCUMSTANCES SHALL NYREER BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF OR IN ANY RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH CLAIM FOR DAMAGES IS BASED, EVEN IF NYREER HAD BEEN ADIVSED OF THE POSSIBLITY OF SUCH DAMAGES IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL NYREER'S LIABILITY UNDER THIS REFERRAL AGREEMENT EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE QUALIFYING TRANSACTION.
   8. Governing Law: The Agreement constituted by this Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of New York, exclusive of conflict or choice of law rules. Referring Party irrevocably consents to the personal jurisdiction of the federal and state courts located in Albany County, New York.
   9. Termination: This Referral Agreement will commence upon the date of NYREER's signature below and will continue until terminated by either party upon 15 days written notice to the other party. Termination of the Agreement shall not affect NYREER's obligation to pay Referring Party the Referral Fee for a Qualifying Transaction registered prior to the termination date.

BY YOUR ONLINE SUBMISSION, REFERRING PARTY ACKNOWLEDGES IT HAS READ, UNDERSTANDS AND AGREES TO ALL OF THE TERMS AND CONDITIONS HEREIN CONTAINED.