Revision date: January 26, 2018

The Lexbe Referral Partner Program ("Referral Partner Program") is described on this page.  The Lexbe Referral Partner Program is designed to support persons and organizations with valuable experience, business relationships, and contacts in the legal industry and who stand in a position to act as a strategic partner with Lexbe and provide qualified referrals for the potential purchase of the Lexbe Services. Defined terms are below.  This Referral Partner Program may be incorporated by reference into a Referral Partner Agreement, and as such, will be binding on Referral Partner and Lexbe.

1. Defined Terms.
"Actively Participate" means Referral Partner's active engagement in the introduction of a Lead to Lexbe through an in-person introduction, a telephone introduction, or through a joint sales call (email introductions alone shall not qualify), and includes Referral Partner's continued support of Lexbe through the sales process and after a sale.

"Commissionable Lead" shall mean a Lead for which Referral Partner is eligible under Section 3.1 to be paid a Referral Fee because the Lead has become a customer of Lexbe by agreeing to use and pay for Lexbe Services.

"Confidential Information" has the meaning set forth in Section 7.1 of the Referral Program.
"Incorporating Agreement" means a separate written agreement executed by an authorized representative of Referral Partner and a Principal of Lexbe, which specifically incorporates by reference the terms of this Referral Program.

"Lead" means an introduction to an individual lawyer, in-house counsel, expert witness, paralegal, litigation support professional or staff, or company management or IT staff, generated by the personal sales efforts of Referring Partner.  Lead shall not include the firm, company or other organization or entity of which a Lead is a member, employee or otherwise associated.

"Lexbe" means Lexbe, Inc., a Texas corporation, with principal business offices located at 8303 North MoPac Expressway, Suite B-225, Austin, TX 78759.

"Lexbe Associated Persons" means the officers, directors, owners, employees, independent contractors, attorneys, agents and Affiliates.

"Lexbe eDiscovery Platform" or "LEP" means Lexbe's web-based litigation document management and review application, accessible via http://www.Lexbe.com or another designated web site or IP address.

"Lexbe eDiscovery Services" means electronic discovery services that Lexbe offers to customers, including conversion, processing and production services, and eDiscovery professional services.

"Lexbe Services" means Lexbe eDiscovery Platform and Lexbe eDiscovery Services.

"Marks" shall mean the service marks, trademarks, trade names, logos, and trade dress of a Party.

"Lexbe Lead Information" or "LLI" shall mean a communication to Lexbe of lead information that will include, at minimum: lead name, company name, physical address, phone number, email address, date contacted, and summary of discussions to date.  This may be provided by email sent to sales@Lexbe.com.

"Lexbe Intellectual Property Rights" means Lexbe's unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, including without limitation software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information. 

"Lexbe Technology" means Lexbe Intellectual Property Rights used by Lexbe or made available to Referral Partner by Lexbe in connection with this Referral Partner Program.

"Notification Date" shall mean the date that Lexbe notifies Referral Partner that it has accepted Referral Partner's Lead as a Commissionable Lead.

"Party" or "Parties" shall mean Lexbe and/or Referral Partner.

"Lead" shall mean an individual litigator, in-house counsel, paralegal or expert witness consultant, with a pre-existing relationship with Referral Partner, who is identified by Referral Partner as a prospective customer of Lexbe Services.  A Lead shall not include the firm, company or other organization or entity of which Referral Partner is a member or employee.

"Qualified Lead" means a Lead that meets the requirements of Section 3.1.

"Referral Fee" refers to the payment described in Section 3.

"Referral Partner" or "You" shall mean the person or business entity that reviews and agrees to the terms and conditions of the Referral Program by executing an Incorporating Agreement.

2. Term of Referral Program. The initial term of participation in the Referral Program will be one (1) year from the Effective Date. This Referral Program shall automatically renew for additional one (1) year terms, subject to Section 13 below.

3. Terms and Conditions of Lead Referral and Acceptance.
3.1. Referral Partner's Identification and Referral of Leads. Referral Partner agrees to use commercially reasonable efforts to refer Leads to Lexbe that Referral Partner identifies as potential customers for Lexbe. Referral Partner acknowledges and agrees that in order for a Lead to qualify as a Commissionable Lead, the following must have occurred (a "Qualified Lead"):
(i) Referral Partner must have Actively Participated in the introduction of the Lead to a Lexbe sales contact; and
(ii) Referral Partner must have timely documented the introduction of the Lead on a Lexbe Lead Form ("LLI") and must have submitted the completed LLI to Lexbe for review; and
(iii) Lexbe must have reviewed Referral Partner's LLI and accepted the Lead (i.e., not rejected the Lead for any of the reasons stated in below in this section, or otherwise); and
(iv) Referral Partner must have continued to Actively Participate in supporting Lexbe in the sales process with the Lead.

3.2 Referral Limitations. Referral Partner acknowledges and agrees that no Referral Fee will be paid to Referral Partner by Lexbe to Referral Partner for the referral of a Lead:
(i) that was an existing or previous customer of Lexbe at the time of the referral; or
(ii) with whom Lexbe was already involved in preliminary or advanced discussions relating toward the sale of Lexbe Services to the Lead (as of the date of the LLI); or
(iii) for whom a LLI (or similar document) has previously been submitted to Lexbe by Referral Partner or any other third party; or
(iv) which occurred more than ninety 90 days prior to the Notification Date; unless extended in writing by Lexbe; or
(v) for whom Referral Partner did not Actively Participate in the development and/or solicitation of the Lead. Referral Partner acknowledges and agrees that it shall be solely responsible for and shall bear all costs associated with Referral Partner's development of any Leads for referral to Lexbe.

3.3. Lexbe’s Obligations Upon Lead Referral. Lexbe hereby authorizes Referral Partner to refer Leads to Lexbe in exchange for the Referral Fee. Lexbe shall upon submission of a LLI from Referral Partner review the LLI to determine whether to accept the Lead as a Commissionable Lead, or reject the Lead, as provided above, or other commercially reasonable reason as determined by Lexbe. Lexbe will notify Referral Partner within thirty (30) business days ("Notification Date") of receipt of the LLI as to whether the Lead submitted by Referral Partner to Lexbe is a Commissionable Lead. Upon acceptance of a Lead as a Commissionable Lead, Lexbe shall be solely responsible for all costs associated with the sale of a License to said Lead.

3.4  Mutual Obligations Regarding Lead Development. Each Party will cooperate with the other to develop and execute a strategy to best serve the needs of the Commissionable Lead, including how the Parties will work separately or together, if at all, regarding the Lead. Each Party will, upon request of the other Party, provide the other with all non-confidential information it has regarding a Lead in order to assist the other party in (i) verifying the eligibility of the Lead as a Commissionable Lead; and/or (ii) successfully soliciting the Lead to purchase Lexbe products. Each Party will, upon request of the other Party, in its reasonable discretion, provide the other Party with information regarding its services and/or products. Such information shall include sales and marketing materials and informal training. Any training provided under this section shall be conducted at mutually agreed times and places and shall be conducted in accordance with the training Party’s discretion.

3.5  Referral Fee Eligibility.  Subject to the requirements of Section 3 above, Lexbe will pay Referral Partner a Referral Fee as determined in Section 3.6 below for each Commissionable Lead referred by Referral Partner to Lexbe in compliance with the requirements of Section 3 above, that purchases Lexbe Services. Payment of Referral Fees shall be due no later than the last day of the month following the month in which Lexbe receives the payment of any License fees from a Commissionable Lead.

3.6 Referral Fee Amount.  Lexbe will compensate a Referral Partner with a Referral Fee equal to ten (10%) percent of fees collected by Lexbe from a Commissionable Lead for Lexbe Services in the first twenty-four months of Lexbe Services provided.  No Referral Fee will be owing thereafter.   No Referral Fee will be owing if a sale fails to occur for any reason.

4. Intellectual Property. Referral Partner acknowledges that Lexbe and its licensors, where applicable, own and shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Lexbe Technology, the Lexbe Services, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Referral Partner, Referral Partner or related persons. The Lexbe name, the Lexbe logo, and the product names associated with the Lexbe Services are trademarks of the Lexbe, and no right or license is granted to use them, other than as provided in Section 10. Referral Partner and any of its agents shall not reverse engineer or access the Lexbe Services or the Lexbe Technology in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics, or (iii) copy any ideas, features, functions or graphics.

5.  Marketing. Lexbe hereby authorizes Referral Partner to include in its marketing or product distributions, marketing materials about the Lexbe Services, which Lexbe has prepared and provided to Referral Partner for this purpose. Referral Partner shall not alter, modify or otherwise change any material provided to it by Lexbe. Referral Partner agrees to participate in joint marketing campaigns to promote use of the Lexbe Services. Referral Partner agrees to assist Lexbe in identifying and obtaining customer success stories for use by Lexbe in its marketing and public relations materials. Referral Partner agrees to take all commercially reasonable steps to ensure that the goodwill and reputation of Lexbe is preserved and protected, and that Referral Partner will refrain from any conduct which will cast Lexbe in a negative light or otherwise damage its customer goodwill and reputation.

6.  Publicity. Any press releases mentioning the parties and their relationship under this Agreement shall be done only with joint approval of the parties. 

7. Confidentiality.
7.1. Disclosure and Protection. From time to time either Party may disclose (the "Disclosing Party") or make available to the other Party (the "Receiving Party"), whether orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, vendors, products or services in connection with participation in the Referral Program (collectively "Confidential Information"). Examples of Confidential Information include, but are not limited to, a Party’s customer lists, pricing policies, market analyses, market projections, consulting and sales methods and techniques, expansion plans, personnel information, financial information, programs, program decks, routines, subroutines, operating systems, object and source codes, and any other information which is information either identified as being confidential information or which is information that a reasonable business person would understand to be confidential information. Each Party agrees that during the term of this Agreement and thereafter: (i) it will use Confidential Information belonging to the Disclosing Party solely for the purpose(s) of this Agreement; and (ii) it will take all reasonable precautions to ensure that it does not disclose Confidential Information belonging to the Disclosing Party to any third party (other than the Receiving Party’s employees and/or professional advisers on a need-to-know basis who are bound by obligations of non-disclosure and limited use at least as stringent as those contained) without first obtaining the Disclosing Party’s written consent. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. The Receiving Party hereby agrees that it shall be responsible for any breach of this section by its employees, representatives, and agents.

7.2 Exceptions. Information shall not be deemed to be Confidential Information, and a Party shall have no obligation with respect to any such information, which:
(i) Is or falls into the public domain through no wrongful act or negligence of either Party;
(ii) Is rightfully received from a third party without restriction and without breach of the Referral Program;
(iii) Is approved for release by written authorization of an officer of either Party; or iv. Is already in the other Party’s possession from a source other than Lexbe as evidenced by its records and is not the subject of a separate non-disclosure agreement.

7.3. Government Request/Subpoena. Nothing contained in the above exceptions shall permit Referral Partner to disclose Confidential Information pursuant to the requirements of a governmental agency or operation of law unless and until notice of such disclosure has been given to Lexbe prior to disclosure and Referral Partner has used reasonable efforts to receive confidential or protected status for the Confidential Information.

7.4 Termination. Upon termination of participation in the Referral Program by either Party for any reason, each Party shall, within ten (10) days of a written request, return or destroy any and all tangible materials containing Confidential Information of the other Party. Following termination of participation in the Referral Program, the Parties shall remain obligated not to use, reproduce, disclose or provide such items or information to third parties with the prior written permission of the other Party.
 
8. Mutual Non-Solicitation. Each Party agrees that it will not solicit the engagement and/or employment of the services of any of the employees and/or contractors of the other Party (either directly or through agents), without written permission of the other Party, during the term of participation in the Referral Program and any extension thereof and continuing for a period of one (1) year following its expiration or termination.

9. Reservation of Rights. Referral Partner acknowledges that Lexbe holds and retains all worldwide right, title and interest in and to its Marks and Lexbe’s Promotional Materials, and that all use of the Lexbe Marks and Lexbe Promotional Materials by Referral Partner will inure to the benefit of Lexbe. Further, Referral Partner will (i) not assert any ownership interests in or contest the validity of the Lexbe Marks; (ii) comply with written guidelines that Lexbe may provide to Referral Partner from time to time; (iii) not, at any time during the term of participation in the Referral Program, register or cause to be registered the Lexbe Marks or any trademarks, marks or trade names confusingly similar to the Lexbe Marks; and (iv) not use the Lexbe Marks in any manner that is likely to cause confusion, mistake, or deception. Referral Partner will reproduce all copyright, trademark and other notices on any copies of the Lexbe Promotional Materials created or distributed by Referral Partner.

10. Trademark License. Subject to the terms and conditions of participation in the Referral Program, each Party ("Mark Owner") hereby grants the other Party ("Mark Licensee), a non-exclusive, nontransferable, royalty-free, worldwide license to use its Marks, solely during the term of participation in the Referral Program as necessary to perform the marketing and promotional obligations described. Any use of the other Party’s Marks shall be subject to the Mark Owner’s right to review and approve or reject in advance each proposed use of the Mark, and shall conform with any trademark usage guidelines, policies, or requirements provided by the owner of the Mark. Any rights not expressly licensed are reserved by the Mark Owner, and all use by the Mark Licensee shall accrue to the benefit of the Mark Owner. The Mark Licensee will not take any action that would conflict with or be contrary to the Mark Owner’s rights and interest in its Marks. Nothing contained shall be deemed to grant either party any right, title or interest in or to the other’s Marks other than the license granted. As between the parties, Lexbe acknowledges that Referral Partner is the sole and exclusive owner of the Referral Partner Marks, and Referral Partner acknowledges that Lexbe is the sole and exclusive owner of its Marks.

11. Nonexclusive Referral Program.  Each Party acknowledges that participation in the Referral Program does not create an exclusive agreement between the Parties. Each Party shall have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties. Notwithstanding the foregoing, Referral Partner agrees that once it establishes a Commissionable Lead with Lexbe, it will not for the thereafter refer a direct competitor of Lexbe to such Commissionable Lead, for the term of participation in the Referral Program and for one year thereafter.

12. Modification of Program. Referral Partner acknowledges and agrees that Lexbe may change the terms and conditions of the Referral Program at any time and in its sole discretion. The Parties agree that no such change shall affect Lexbe’s obligation to pay Referral Partner a Referral Fee for Leads provided to Lexbe prior to the effective date of any change. Referral Partner further acknowledges and agrees that Referral Partner's continued participation in Lexbe’s Referral Partner Program following the effective date of any change shall be deemed Referral Partner's acceptance of such new terms and/or conditions, and shall be binding on Referral Partner.  Referral Partner agrees to review the web page where the Referral Program is located periodically to see if the Referral Program has been revised (revision date included at top of agreement).

13. Termination.
13.1. In The Event of Breach. Either Party may terminate participation in the Referral Program upon ten (10) days written notice to the other Party in the event of a breach of any provision of participation in the Referral Program by the other Party, provided that, during the ten (10) day period, the breaching Party fails to cure such breach.
13.2. Bankruptcy. Either Party may terminate participation in the Referral Program it the other Party becomes insolvent, makes any assignment for the benefit of creditors, goes to liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code, or any similar statute.
13.3. Convenience. Either party may terminate participation in the Referral Program upon giving thirty (30) days written notice to the other Party.
13.4. Effect on Referral Fees.
(a) For Convenience: Any Referral Fee earned and/or due to Referral Partner from Lexbe shall be paid to Referral Partner in accordance with Section 4 of participation in the Referral Program.
(b) For Cause: In the event that Referral Partner has referred to Lexbe a Commissionable Lead prior to Lexbe’s termination of participation in the Referral Program for breach or other cause, Lexbe shall pay Referral Partner in accordance with Section 4 of participation in the Referral Program but only for Leads provided to Lexbe in the thirty (30) day period immediately preceding termination.
(c) For Bankruptcy: Upon termination of participation in the Referral Program by Lexbe in accordance with Section 13.2. of participation in the Referral Program, Lexbe shall have no obligation to pay Referral Partner any Referral Fee as of the date of the termination.

14. Warranties. The Parties mutually warrant that each is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the State of its incorporation organization and has the full and unrestricted power and authority to execute and deliver the Referral Program and to carry out the transactions contemplated hereby. Referral Partner warrants that its agreement to participation in the Referral Program and the performance of any work and delivery of any services will not conflict with or violate any commitment, agreement or understanding Referral Partner has or will have with any other person or entity and there is nothing that will prevent Referral Partner from performing its obligations under the terms and conditions imposed on it by the Referral Program. The Parties represent and warrant that the Referral Program has been duly authorized and constitutes a valid obligation, binding and enforceable in accordance with the terms hereof.

15.  DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

16. LIMITATIONS OF LIABILITY. NEITHER LEXBE NOR ANY LEXBE ASSOCIATED PERSONS WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR BREACHES OF SECTION 14, IN NO EVENT WILL LEXBE NOR ANY LEXBE ASSOCIATED PERSONS TO THE REFERRAL PARTNER UNDER THIS AGREEMENT EXCEED THE PAYMENTS PAID BY LEXBE TO REFERRAL PARTNER DURING THE PRECEDING TWELVE MONTHS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

17. Dispute Resolution. If a dispute arises out of or relates to the Referral Program, the Incorporating Agreement, or the breach thereof, or relating to the use of the Lexbe Services, or to any acts or omissions for which Referral Partner or Referral Partner’s Users may contend Lexbe or Lexbe Associated Persons are or may be liable, including but not limited to any claim or controversy as to arbitrability (collectively, the “Dispute”), and if the Dispute cannot be amicably settled, then THE DISPUTE SHALL BE FINALLY, AND EXCLUSIVELY, SETTLED BY ARBITRATION UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). The arbitration shall be held before one arbitrator under the commercial arbitration rules of the AAA in force at that time, and judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator will conduct the arbitration in an expeditious manner, and will set and enforce limits as to the extent of discovery, number of witnesses, length of testimony, consideration of motions, and other matters, proportional to the size and extent of claims, and to meet the goals of commercial arbitration to adjudicate disputes in a fast, efficient and cost-effective manner. To begin the arbitration process, a party must make a written demand of arbitration. Should a Dispute arise and should the arbitration provisions above become inapplicable or unenforceable, or in any instance of any lawsuit between Referral Partner, Lexbe and/or or Lexbe Associated Persons, the parties agree that jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in Austin, TX, and the matter will be heard by a judge without jury, and THE PARTIES WAIVE ALL RIGHTS TO A JURY TRIAL. If a party employs attorneys to enforce any right in connection with any Dispute, the prevailing party shall be entitled to recover reasonable attorneys’ fees. The prevailing party will be determined to be the party who has most successfully proven the party’s claims in the matter, not merely the party who has received a positive reward.

18. Miscellaneous.
18.1. Relationship. This Referral Program does not create any joint venture, partnership, agency, or employment relationship between the Parties. Referral Partner and Lexbe are independent contractors with respect to one another under the terms of participation in the Referral Program. Neither Party shall have the authority to legally bind the other Party to any contract, proposal, or commitment or to incur any debt or create any liability on behalf of the other.
18.2. Force Majeure. Neither Party shall be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event.
18.3. Notice. The Parties agree that all notices that may or must be given under the provisions of participation in the Referral Program shall be delivered by email or facsimile or by hand-delivery. Notices to Lexbe shall be directed to partner@Lexbe.com. Notices to Referral Partner shall be directed to the contact information provided by Referral Partner to Lexbe. All notices shall be effective the next business day after sending.
18.4. Assignment. This Referral Program shall inure to benefit and bind the Parties hereto, their successors and assigns, but neither Party may assign the Referral Program without written consent of the other, except such consent is not required to the successor of all or substantially all of the assignor’s business or assets.
18.5. Interpretation. The headings of the Sections of the Referral Program are intended for convenience only, and will not affect the intent, scope, or meaning of any provision of the Referral Program.  This Referral Program will not be interpreted or construed in favor of any party; instead, the Referral Program will be interpreted consistent with its meaning independent of who drafted any of its provisions.
18.6. Governing Law. This Referral Program shall be governed in accordance with the laws of the State of Texas and any controlling U.S. federal law.
18.7. Integration. This Referral Program represents the entire agreement of the Parties and supersedes all prior discussions and/or agreements between the Parties regarding the matters addressed in the Referral Program and is intended to be its final expression. It shall not be modified or amended except in writing signed by both Parties. In the event of an express conflict between the terms of the Referral Program and the terms of any associated agreement, the verbiage of the Referral Program controls. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that the Referral Program shall otherwise remain in full force and effect.