Referrer
The Referrer agrees to provide new sale leads of potential clients that are not yet in Timber Block’s database (hereafter known as CRM). The Referrer’s new sales leads submitted by the Referrer to the Timber Block Referral Program that are not yet in Timber Block’s CRM shall be compensated in the form of a referral commission when a sale of a Timber Block home is completed, all good funds for the sale are received and accepted by Timber Block, and upon delivery of the home package to the client’s job site. It is agreed and understood that a Timber Block representative will be working the leads through the Timber Block sales process with the Referrer.

Timber Block
Timber Block shall provide optional training and sales support during the sales process to the Referrer.

Terms of Agreement
The terms of this Agreement shall commence on the Effective Date and shall continue in full force and effect until termination by either party for any reason upon a minimum of 30 days prior written notice or after 24 months of inactivity following the effective date.

Referral Program
The referral incentive is based solely on the number of referred individual retail clients who complete the purchase of their Timber Block homes, sold by Timber Block, following the signing date of the Agreement between Timber Block and the Referrer, that were referred by or were attributed exclusively by the Referrer to Timber Block. The Referral Program targets individual retail sales and smaller development projects. In the case of a larger project, more than 3 units, a specific agreement shall be put in place addressing referral commission rates and conditions of the project. This agreement is NOT for a larger (3 or more unit) multi-unit project and applies only to the referral of individual retail sales.

Homes Sold
Homes Sold are defined per Timber Block’s defined selling conditions which are; delivery of the Timber Block home package to the client’s job site and the receipt and acceptance of good funds in full for the Timber Block home package. Any non-compliance will not be considered a completed sale by Timber Block.

Validation
Referral names are to be entered on a Timber Block form and sent to the Timber Block Representative and will be attributed to the Referrer exclusively, tracked and validated by Timber Block and confirmed to the Referrer. For the avoidance of doubt, referral incentives will not be paid for potential clients who are already in Timber Block’s CRM at the time the referral is made by Referrer. Timber Block will notify the Referrer in the event that a potential client is already in Timber Block’s CRM within five (5) business days after the referral is made by Referrer to Timber Block.

Referrer Compensation
A 2.5% referral commission shall be paid per home sold from a lead provided to Timber Block by the Referrer through the Referrer’s sole efforts. The referral commission is calculated on the final price of the Timber Block package portion only, excluding all sales taxes, and shipping charges as calculated by Timber Block and stipulated on all final legal documents and binding contractual sale agreements between the client and Timber Block.

In the case of a multi-unit project (defined as a project of more than 3 units) the referral commission rate and conditions will be stipulated in a separate agreement addressing that specific project.

Payment Date
The first half of the total commission and the remaining balance will be issued in the form of a check payable in the name of the Referrer as follows:

• 50% of commissions payable at Engineering stage. A check will be mailed 2 weeks following the reception of the Client’s Engineering deposit.

• The remaining commission will be mailed 2–4 weeks following the delivery of the Timber Block Home Package to the Client’s job site.

The payments will be mailed to the address provided by the Referrer. It shall be the Referrer’s sole responsibility to update Timber Block regarding any changes to, or errors, regarding the Referrer’s address.

Training Commitment
Referrer commits to attend, via web or in person, one (1) yearly training session offered by Timber Block. Omission to attend this session may null and void this present Agreement.

Client Confidentiality
Timber Block shall be respectful of client confidentiality and will not publish or distribute any information about a client unless prior written consent is obtained from the client. All marketing communications from Timber Block shall be compliant with anti-spam laws with opt-out and/or unsubscribe capabilities.

Term; Renewal Option
The Referral Agreement shall be for a period of one (1) calendar year from its effective date. Thereafter, the Referral Agreement shall automatically renew for additional one (1) year periods unless either party provides written notice to the other party of its intent to terminate the Referral Agreement at least 30 days prior to the end of the then current term.

Termination of Agreement
Termination of this Agreement for any reason must be communicated in writing to the other party a minimum of 30 days prior to the actual termination date. If no homes are sold in the first 24 months of the Agreement, Timber Block reserves the right to terminate the Agreement. Any retail referrals provided to Timber Block from Referrer that are registered in the Timber Block CRM prior to termination shall postpone the termination of this Agreement for a period of 18 months and referral commission shall be paid on completion of any sales.

Intellectual Property & Trademark
Referrer commits to be respectful of any Timber Block collateral or brand usage for communication to their client base. Any misrepresentation, misuse or damage of Timber Block property is the sole responsibility of the Referrer to reimburse or rectify.

Timber Block does not grant a license to the Referrer to use Timber Block’s copyrights, patents, trademarks, trade secrets, or any other intellectual property right of Timber Block. Any use of Timber Block’s intellectual property is expressly prohibited without the prior written authorization from Timber Block granting permission for a limited use of such intellectual property rights. The Referrer shall not in any way use as part of its legal name, images, logos, rendering, screenshots, signage, business name or domain name, intellectual property, domain name or business name of Timber Block or any parts thereof. The Referrer shall not use Timber Block’s intellectual property in any electronic form including but not limited to posts to social media platforms, websites, blogs, etc. without the express written approval of Timber Block. Any request to use Timber Block’s intellectual property in any way must be made in writing and include proof of the proposed usage.

Timber Block’s designs, home plans, blueprints, and other architectural work (hereafter known as home design) are copyrighted material. The Referrer shall not build, conspire to build, or in any way knowingly abet the construction of a Timber Block home design by any system or method other than Timber Block’s and without the use of Timber Block components and materials. The Referrer shall not distribute Timber Block home designs, by any means, prior to a client signing and funding a deposit agreement. The Referrer is permitted to distribute Timber Block marketing materials and renderings and any home design material found in Timber Block’s Realtor Portal, which use shall be on a non-exclusive and revocable basis in Timber Block’s sole discretion.

Use of Timber Block in the Multiple Listing Service
Use of Timber Block’s trademarks and images in any Multiple Listing Service (hereafter “MLS”) listing is strictly forbidden without the express written consent of Timber Block; provided, however, that Referrer is hereby permitted to post to MLS any information found on Timber Block’s Realtor Portal. All requests to use Timber Block’s intellectual property and images in an MLS listing beyond those found in Timber Block’s Realtor Portal must be in writing.

In the event permission is granted by Timber Block, Timber Block will provide permission in writing and provide approved images and text for inclusion in the listing. The proposed MLS listing shall then be presented to Timber Block for final written approval. The “request for approval” submittal must include an authentic construction cost estimate, from a licensed General Contractor in the State or Province in which the home is to be built, proving the proposed home can be built for the advertised price.
 

It is further strictly forbidden to employ any text, words, phrases, and/or statements that, either directly, indirectly, imply, suggest, or otherwise communicate that the author of the listing is a Timber Block representative or agent. Any contract for Timber Block materials and services shall be a contract solely between Timber Block and the retail purchaser.
 

Agreement Confidentiality
All information, materials, and technology (“information”) provided by one party to the other party is strictly confidential to the disclosing party and must be treated as confidential by the receiving party. Information may not be disclosed, in whole or in part, to any third party except as explicitly authorized hereunder. Both parties shall be permitted to disclose such information to their accountants, legal, and financial associates and employees, or to appropriate regulatory bodies as necessary for the performance of their respective duties, provided that said persons agree to treat the information as confidential in the above-described manner and as required by law or by any government regulatory authority.
 

Applicable Law
It shall be the referrer’s sole responsibility to comply with all laws governing commerce and the disclosure of third-party referral Commissions paid through activities related to the sale of materials.
 

Non-Discrimination
Referrer agrees that it shall not discriminate against any person due to such person’s race, color, disability, religion, sex, sexual preference/orientation, age, national origin, or other protected classes in violation of applicable federal, state, and local laws and regulations.

Indemnification
To the fullest extent permitted by law, Referrer shall defend, indemnify and hold harmless Timber Block and its parent company, affiliates, subsidiaries, and their respective shareholders, members, directors, managers, officers, employees, agents, successors and assigns from and against any and all claims, demands, losses, damages, penalties, liabilities, suits, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of any breach of this Agreement or the negligent or willful acts or omissions of Referrer, its shareholders, members, directors, managers, officers, employees, representatives or agents.

Non-Solicitation
Referrer agrees that during the term of this Agreement, and for a period of two (2) years thereafter, Referrer shall not, directly or indirectly:
(i) solicit or attempt to solicit any client of Timber Block or otherwise attempt to cause such relationship to terminate or be modified; or
(ii) encourage, solicit, or induce, or in any manner attempt to encourage, solicit, or induce, any employee of, or individual or entity providing services to Timber Block to terminate such employment or services with Timber Block.

This Section shall survive termination of this Agreement.

Relationship of the Parties
The parties hereby agree that they are at all times acting as independent contractors who have entered into this Agreement on the terms and conditions set forth in this Agreement. Nothing in this Agreement will be construed or deemed to create a relationship of employer and employee, partners, joint venturers, or principal and agent between Timber Block and Referrer. Referrer covenants and agrees that it shall not assert that any relationship between Referrer and Timber Block exists other than an independent contractor relationship. This obligation will remain in effect following the termination of this Agreement.

Equitable Relief
Both parties acknowledge and agree that any breach or potential breach of this Agreement will cause irreparable harm for which there is no adequate legal remedy. Accordingly, the parties covenant and agree that in the event of any actual or threatened breach of this Agreement, the non-breaching party shall be entitled to seek a temporary restraining order, injunction or other equitable relief to stop the breach without having to (i) prove any actual damage or irreparable harm, or (ii) post any bond or other form of security.

The equitable remedies in this Section are without prejudice to (and cumulative with) other rights and remedies available to the non-breaching party at law, in equity, or under this Agreement, including monetary damages arising from any breach of this Agreement. This Section shall survive termination of this Agreement.