REFERRAL AGREEMENT SCHEDULE

THIS REFERRAL SCHEDULE (“Referral Schedule”) is part of and subject to the Agreement and is hereby incorporated by reference. Any terms not defined in this Referral Schedule shall have the meaning assigned to them in the Agreement. 

1. DEFINITIONS. 

”Customer” means a third party that acquires a licence to use SDL Software or receives SDL Translation Services under a Customer Agreement pursuant to this Referral Schedule.
“Customer Agreement” means a written agreement between SDL and Customer under which SDL Software or SDL Translation Services is provided to such Customer pursuant to this Referral Schedule.
“SDL Deal Revenue” means only the net cash value effectively received by SDL from a Customer for the initial order (for up to one year) for a given SDL Software including any associated SDL Support Services fees and consulting fees (if applicable), excluding any follow up or renewal orders, taxes and or charges of any kind.
“SDL Service Revenue” means only the net cash value attributed to the SDL Translation Services effectively received by SDL for each Qualified Referral within the Qualifying Period for SDL Translation Services, excluding any associated consulting fees and non-SDL service components, taxes and or charges of any kind.
“Qualifying Period” means 12 (twelve) months from the first Customer order for SDL Translation Services received by SDL under a Qualified Referral.
“Qualified Referral” means each new Customer opportunity for SDL Software or SDL Translation Services referred by Partner to SDL (i) for whom SDL was not aware of or is not currently in negotiation with; (ii) for whom Partner shares with SDL the scope of the project, its requirements, the approximate budget, the decision timeline and other material information about the new sales opportunity and provides or facilitates initial introductions to decision making individuals of the Customer;, and (iii) SDL has confirmed the registration of the opportunity for compensation in accordance with the Agreement and with whom SDL, at its own discretion, enters into a fully executed Customer Agreement. 

2. REFERRAL REGISTRATION PROCESS 

2.1 Partner will formally notify SDL of a prospective Customer opportunity by completing a Lead Registration Form to be submitted by Partner electronically through (i) the following link: http://www.rws.com/partners/partnerleads.html, or (ii) any other form of notification agreed between the parties in writing. 

2.2 SDL will determine in its sole discretion whether the prospective Customer opportunity qualifies partner for a Reward (as defined below) or not. The Partner will not qualify for a Reward under the following conditions: (a) SDL is already aware of the prospective Customer opportunity, or (b) the prospective Customer opportunity has been previously submitted as a registration referral by another third party, or (c) in cases where the prospective Customer would have contacted SDL in relation to the opportunity anyway on the basis of an existing contractual relationship with SDL. 

2.3 SDL will notify Partner of its determination. If a registration would not qualify for Reward, SDL will promptly provide reasoning thereof to the Partner in writing. In case the prospective Customer is not qualified by SDL, SDL shall have no further obligations towards Partner and Partner shall then be free to deal with such prospective Customer at its sole discretion. If a registration is accepted, and when applicable or relevant, Partner shall provide feedback and guidance throughout the sales cycle to facilitate the conclusion of the Customer Agreement. 

3. REWARD CALCULATION 

3.1 Subject to compliance with the terms of this Agreement, Partner will earn a cash reward (hereinafter the “Reward”), as such Reward is calculated and payable under Sections 4 and 5 below (as applicable). 

3.2 The Partner acknowledges and agrees that the Reward is the sole and exclusive form of compensation it may receive for its engagement under this Referral Schedule. 

3.3 SDL has no obligation to award a Reward for a Qualified Referral, where the referral process has not been completed by Partner, or the registration has been formally rejected by SDL or the registration is completed after the sale of SDL Software/SDL Translation Services. 

3.4 The Partner is solely responsible and fully liable for any tax consequences derived from the receipt of the Reward under this Agreement. Partner will indemnify and hold SDL harmless for any lack of compliance with any tax obligations related to the Reward.

4. REWARD FOR SDL SOFTWARE

4.1 REWARD VALUE
 
Referral, Partner brings the lead Reward % for on premise SDL Qualified Referrals   Reward % for SaaS Qualified Referrals 

Referral Registration : 

Partner delivers to SDL a Qualified Referral.

 15 % of the SDL Deal Revenue (when Partner is getting a cash Reward) 15 % of the SDL Deal Revenue (when Partner is getting a cash Reward)

SDL signs the Customer Agreement and handles the sales process for a Qualified Referral in which Partner actively and materially contributes in the following dimensions: 

• Preparation & Influence: prospect calls, prospect meetings, preparation of presentations, technical and commercial pre-sales activities including industry vertical expertise and Customer references; and understanding of political landscape, access, rapport and influence of key decision makers, intelligence about budget and guidance through procurement process.

 To be determined on a case by case basis (when Partner is getting a cash Reward) To be determined on a case by case basis

4.2 REWARD PAYMENT: 

Upon SDL´s receipt of the SDL Deal Revenue from the Customer, the Reward rates (%) provided in Section 4.1 hereunder will be applied by SDL and the respective Reward value will be notified to Partner. Needs an extra line inserted under this

5. REWARD FOR SDL TRANSLATION SERVICES 

If the SDL Service Revenue received by SDL during the Qualifying Period has reached: 

  • $250,000 (or such other currency as agreed to by the parties) - Level 1 Qualified Referral 
  • $500,000 (or such other currency as agreed to by the parties) - Level 2 Qualified Referral 
  • $1,000,000 (or such other currency as agreed to by the parties) - Level 3 Qualified Referral 

SDL will notify Partner of the respective Reward value as stated below:

SDL Translation Services Partner Reward
Level 1 Referral $5,000 (or such other currency as agreed to by the parties)
Level 2 Referral $10,000 (or such other currency as agreed to by the parties)
Level 3 Referral $10,000 (or such other currency as agreed to by the parties)

For the avoidance of doubt, Rewards for SDL Translation Services are not cumulative – for example, a Level 3 Referral will generate payments of $10,000 (or local currency equivalent) in total only.

SDL Limited is a part of the RWS Group Plc.