A lead referral agreement is a formalized way of agreeing to send new leads and business opportunities to each other. This document can help ensure that both parties are held accountable for meeting their end of the bargain and include all of the legal terms needed to protect both parties.
Below is a list of common sections included in Lead Referral Agreements. These sections are linked to the below sample agreement for you to explore.
MARKETING AND CUSTOMER REFERRAL AGREEMENT
CASH AMERICA INTERNATIONAL, INC.
ENOVA INTERNATIONAL, INC.
Dated as of , 2012
MARKETING AND CUSTOMER REFERRAL AGREEMENT
THIS MARKETING AND CUSTOMER REFERRAL AGREEMENT (this “Agreement”) is executed to be effective as of , 2012 (the “Effective Date”), by and between CASH AMERICA INTERNATIONAL, INC. a Texas corporation (“Parent”), and ENOVA INTERNATIONAL, INC. , a Delaware corporation (“Enova International”). Cash America and Enova International may be collectively referred to as the “ parties , ” and individually as a “ party .”
WHEREAS, Parent is the direct and/or indirect holder of all of the equity interests in Enova International;
WHEREAS, contemporaneously with the execution and delivery of this Agreement, Parent and Enova International have entered into a Separation Agreement, dated as of the date hereof (the “ Separation Agreement ”), and the other Transaction Agreements (as defined in the Separation Agreement);
WHEREAS, promptly following the execution of this Agreement and the other Transaction Agreements, Enova International will undertake an initial public offering (the “ IPO ”) of a portion of its common stock (the “Enova Common Stock”);
WHEREAS, immediately following consummation of the IPO, Parent will own at least 50% of the Enova Common Stock;
WHEREAS , as of the date hereof it is the intention, but not the obligation, of Parent and Enova International to sell or issue, as applicable, additional shares of Enova Common Stock at an undetermined future date or dates in one or more transactions such that Parent would thereafter own less than 50% of the Enova Common Stock;
WHEREAS, Parent and its subsidiaries and affiliates (excluding Enova International and its subsidiaries) is in the business of providing consumer financial products and services in its store-front retail locations throughout the United States;
WHEREAS, Enova International and its subsidiaries (collectively, “Enova”) is in the business of originating and arranging short-term consumer loans via the Internet through the use of the electronic, publicly available websites at the specific URLs used to identify the Enova websites and any website owned, controlled, or utilized by Enova for the purpose of originating or arranging consumer loans (and any successor URLs selected by Enova) containing the functionality to originate or arrange consumer loans by Enova (the “Enova Websites”);
WHEREAS, Enova has developed, operates and maintains a real-time, host-based loan management processing software system and call center providing the means and/or facilities for processing prospective customer loan applications, originating or arranging consumer loans, as well as funding, servicing and collecting such loans (collectively the “Enova System”);
WHEREAS, Enova currently markets, originates and/or arranges consumer loan products including deferred presentment transactions, “payday” loans, installment loans, line of credit advances and other financial products offered through the Enova Websites (such financial products collectively referred to as the “Loans”) and manages the origination, funding, servicing and collection of these loans through the Enova System;
WHEREAS, Parent and its subsidiaries other than Enova (collectively, “Cash America”) and Enova currently have an informal agreement for the payment of referral fees and commissions similar to the structure set forth in this Agreement, and the parties desire to continue this marketing and referral arrangement after the IPO; and
WHEREAS, the purpose of this Agreement is to set forth the relationship and structure between Cash America and Enova, after the closing of the IPO, for their marketing and customer referral arrangement.
NOW, THEREFORE , in consideration of the covenants contained herein, Parent, on behalf of itself and its subsidiaries other than Enova, and Enova International, on behalf of itself and its subsidiaries, agree to the following terms and conditions that apply to the referral of, and payment for the referral of, customers or applicants:
1. Customer Referral Agreement . Pursuant to the terms and conditions of this Agreement, the parties agree that Enova shall pay Cash America certain fees and commissions, as set forth in Section 5 of this Agreement, in consideration for Cash America referring individual customers or applicants (the “Customers”) to Enova using the following referral methods:
(a) Lead Referrals. Cash America shall have the right to create and maintain a hyperlink from any website owned and controlled by Cash America (“Cash America Website”) to an Enova Website to allow potential Customers to click-through to an Enova Website for the purpose of originating or arranging a consumer loan. Cash America shall, at its own cost and expense, provide all Internet connections, equipment, operating systems, and software required for Cash America to use an Enova Website as set forth in this Agreement in accordance with the technical requirements of an Enova Website provided by Enova. Cash America and any person or entity under Cash America’s control shall comply at all times with the terms of use of Enova and any acceptable use policy of any third-party service provider provided by Enova to Cash America in writing with respect to an Enova Website in connection with its use of an Enova Website as set forth in this Agreement. Cash America shall not, and shall not permit any person under Cash America’s control to make derivative works of an Enova Website; reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from an Enova Website; use or allow the use of an Enova Website in contravention of any applicable law; introduce into an Enova Website any virus or other code or routine intended to damage or disrupt an Enova Website; use an Enova Website by means of “framing,” “deeplinking,” “robots,” “bots,” “spiders,” “datamining,” “scraping,” or any other similar automated method except as expressly permitted in this Agreement; or otherwise act in a fraudulent, malicious, or negligent manner when using an Enova Website. For the purposes of this Agreement, each customer provided to an Enova Website through a link on the Cash America Website to whom Enova subsequently originates or arranges a consumer loan that is ultimately funded to the consumer shall be referred to individually as a “Lead Referral” and collectively as the “Lead Referrals.”
(b) Coupon Referrals. Cash America shall also have the right to provide coupons to Customers for the purpose of advertising online consumer loans originated or arranged by Enova via an Enova Website and any such Customers that obtain a Loan through an Enova Website as a result of the foregoing are referred to herein individually as a “Coupon Referral” and collectively as the “Coupon Referrals.” The Customer coupons shall contain a unique code to be provided by Enova, which will identify the particular referring Cash America location. Subject to Enova’s right to approve any such marketing materials, as set forth below, the Customer coupon will be designed by Cash America to promote and market an Enova Website to Customers and prospective customers in the United States. Cash America shall make all decisions relating to the distribution and promotion of the Customer coupons.
2. Term . The term of this Agreement will begin as of the Effective Date and will continue thereafter for a period of two years (the “Term”). This Agreement shall automatically renew for additional one-year renewal terms following the expiration of the Term or any renewal thereof, unless a party hereto provides the other party hereto with written notification of its intention not to renew this Agreement at least 60 days prior to the end of the Term or any renewal term, as the case may be, or unless this Agreement is terminated in accordance with the provisions set forth in Section 7.
3. Representations and Warranties . Cash America represents and warrants to Enova that it has all licenses, permits, consents and approvals required to be obtained by it from any regulatory agency exercising its authority over Cash America in order for it to lawfully conduct its business, to perform its obligations hereunder and to receive the rights and benefits available to it hereunder except to the extent the failure to have any of the foregoing could not, singly or in the aggregate, reasonably be expected to have a material adverse effect on Cash America. Enova represents and warrants to Cash America that it has all licenses, permits, consents and approvals required to be obtained by it from any regulatory agency exercising its authority over Enova in order for it to lawfully conduct its business, to perform its obligations hereunder and to receive the rights and benefits available to it hereunder except to the extent the failure to have any of the foregoing could not, singly or in the aggregate, reasonably be expected to have a material adverse effect on Enova.
(a) Enova Covenants.
(i) Enova agrees to provide the Monthly Report (as defined in Section 5(c)) to Cash America detailing all loan activity to any Enova customer who was referred to Enova pursuant to this Agreement (“Referral”).
(ii) For all Loans originated or arranged by Enova pursuant to this Agreement, Enova shall be responsible for collecting the debt as represented by each of the Customer loan agreements. Further, Enova shall develop and employ a comprehensive collections strategy to facilitate same, which can include placement of the debt with third-party collections agencies or sale of the debt to third-party buyers.
(iii) Enova agrees that it will obtain and maintain any and all licenses, registrations, or authorizations that are or may be required by any federal, state, or local regulatory agency with authority over Enova for the origination or arrangement of consumer loans.
(iv) Enova will comply with all federal, state and local statutes, codes, ordinances, laws, regulations, rules, orders and decrees, including those of any governmental agencies that exercise authority over Enova to the extent the same are applicable to Enova’s rights or obligations under, or performance of, this Agreement.
(v) Enova will maintain functionality within the Enova System to accurately track, and report to Cash America, all incoming Lead Referrals and Coupon Referrals at all times during the Term of this Agreement (and any renewal term) and to accurately track Net Revenue (as defined below) generated by all Coupon Referrals until such time as Enova is no longer obligated to pay Cash America Referral Commissions applicable to such Customer, as provided below.
(b) Cash America Covenants.
(i) Cash America will deliver Lead Referrals to Enova by such means as mutually agreed to by the parties. Cash America shall determine in its sole discretion which Customers will be delivered to Enova in order for the Customer to be offered a Loan, or the arrangement of a Loan, by Enova pursuant to this Agreement.
(ii) Cash America will consult with Enova in the development of any advertising artwork and promotional copy that specifically markets the Loans offered or arranged by Enova (collectively, “advertising materials”). Prior to using any advertising materials, Cash America shall submit the same to Enova for approval and Enova shall approve the same within five (5) business days following receipt thereof from Cash America. If Enova does not approve or disapprove the same by notifying Cash America thereof in writing within such five (5) business day period, such advertising materials shall be deemed approved by Enova; provided, however, if Enova timely disapproves any such advertising materials, the parties hereto shall promptly and diligently work together to develop a mutually agreed upon form of such advertising materials. Enova hereby agrees and acknowledges that any advertising materials in use by Cash America on or prior to the date hereof are approved advertising materials. Enova agrees to waive all rights of attribution and integrity, and all other common-law and statutory rights relating to the advertising materials.
(iii) Cash America agrees that it will obtain and maintain any and all licenses, registrations, or authorizations that are or may be required by any federal, state, or local regulatory agency with authority over Cash America related to its referral of customers to Enova.
(iv) Cash America will comply with all federal, state and local statutes, codes, ordinances, laws, regulations, rules, orders and decrees, including those of any governmental agencies that exercise authority over Cash America, to the extent the same are applicable to any of Cash America’s rights or obligations under, or performance of, this Agreement.
5. Consideration . Enova agrees to pay Cash America the following fees and commissions in consideration of the customer referrals as referenced in Section 1 of this Agreement:
(a) Referral Fee. In consideration for Lead Referrals, Enova agrees to pay Cash America a per lead referral fee in the amount of $150.00 for each Lead Referral provided by Cash America to Enova (collectively, the “Referral Fees”).
(b) Referral Commission. In consideration for each Coupon Referral from a Cash America location utilizing a unique Enova coupon code, Enova agrees to pay Cash America a referral commission for each Coupon Referral in an amount equal to fifty percent (50%) of the Net Revenue (as defined herein) from each such Customer (the “Referral Commission”). For the purposes of calculating the Referral Commission, the “Net Revenue” shall be defined as gross loan fees and interest received from a Customer minus any unrecovered principal, interest, or fees. For purposes of this calculation,
once a Coupon Referral has been referred to Enova pursuant to this Agreement, Enova shall continue to pay a Referral Commission throughout the life of Enova’s customer relationship with such Customer, with the life of Enova’s customer relationship of any particular Customer being deemed to have ended only at such time as such Customer has had no amount outstanding under any Loan for a period of eighteen (18) consecutive months; provided, however, for purposes of this Section in no event shall the life of Enova’s customer relationship with any particular Customer be deemed to extend beyond the end of the 24 th month following the termination of this Agreement, as more particularly described in Section 7(b) below.
(c) Settlement. On or before the 15 th business day of each month, Enova shall provide an electronic statement of accounting with transactional level details that provides the necessary support for the calculation of Referral Fees, Referral Commissions and Net Revenue applicable to each Customer, as well as any other recovery of revenue for any other prior period (the “Monthly Report”). On or before the 19 th business day of each month, Enova shall remit payment of the amount of Referral Fees and Referral Commissions as shown on the Monthly Report that is due and owing to Cash America for the prior month via an ACH credit to an account designated by Cash America. If Cash America disagrees with the amount shown as due and owing to Cash America on any Monthly Report, Cash America shall notify Enova thereof in writing and the parties will work together to resolve such dispute in accordance with this Agreement; provided, however, Enova shall be obligated to pay any amount not in dispute when the same is first due and payable.
6. Confidentiality . Enova and Cash America each acknowledge and agree that the terms of Section 6.9 of the Separation Agreement shall apply to Information made available or disclosed by one party to the other in connection with this Agreement. For the avoidance of doubt, it is hereby agreed that Enova and its subsidiaries and affiliates are referred to as ‘Enova’ and the ‘Enova Group,’ respectively, under the Separation Agreement and Cash America and its subsidiaries and affiliates are referred to as ‘Parent’ and the ‘Parent Group,’ respectively, under the Separation Agreement.