Missouri Valley Payroll Referral Partner Agreement

​
This Referral Partner Agreement ("Agreement") is entered into between Missouri Valley Payroll, LLC, a North Dakota limited liability company, and the individual or entity ("Referral Partner") participating in the Missouri Valley Payroll Referral Partner Program.

1. Program Overview
The Referral Partner Program allows eligible individuals or entities to refer potential clients to the Company and earn commission payments based on revenue generated by successfully referred clients.

2. Eligibility
a) The Referral Partner must be a U.S. resident, 18 years or older.
b) The Referral Partner may not refer their own business or act as both the client and the referral partner.
c) Employees and contractors of Missouri Valley Payroll are ineligible. Agents, such as accountants, service providers, and financial professionals, may participate in the program.
d) The Referral Partner is not an employee or contractor of the Company and has no authority to represent or bind the Company in any way.
e) The Company reserves the right to approve or reject any Referral Partner application at its sole discretion.

3. Referral Process
a) Referral Partners must submit referrals via the designated form on the Company’s website or via email to Support@MissouriValleyPayroll.com.
b) The referred business must sign a payroll service agreement and remain a paying client for the Referral Partner to be eligible for commission.
c) There is no guarantee that a referred business will become a client, and the Company reserves the right to reject any referral for any reason.
d) Only one Referral Partner may claim commission for a referred client. In cases where multiple partners claim the same referral, the commission will be awarded based on the first valid submission received by Missouri Valley Payroll.
e) The Company will not accept disputes related to referral tracking unless submitted within 30 days of the referred client’s signup.

4. Commission & Payment Terms
a) The Referral Partner will earn 30% of revenue generated from payroll processing fees only. Payroll processing fees do not include ancillary fees received for other services. The fee will not increase if the price is raised in the future. Client must remain a paying payroll customer of MVP.
b) Payments are made quarterly within 30 days of the last business day of the quarter.
c) The first referral commission payment will be made at the end of the first full quarter after the referred client begins paid payroll services.
d) Payments will be defaulted to ACH payment or as otherwise determined by Missouri Valley Payroll at the time of first payment. Referral Partner may be asked to provide ACH consent or other information as required in order to participate in the Program.
e) If the referred client cancels payroll services within 4 months of signing up, the Company reserves the right to withhold or revoke commission payments.
f) Referral commissions will only be paid out if the total amount due to the Referral Partner exceeds $25 in a given quarter. Any unpaid amounts will roll over to the next payment period.
g) Referral Partner will only receive commission payments for referred clients who remain active and in good standing with Missouri Valley Payroll for a minimum of 4 months after signing up for services. If a referred client cancels before this period, no commission will be paid.

5. Tax & Legal Compliance
a) If the Referral Partner earns $600 or more in commissions within a calendar year, the Company will issue a Form 1099-NEC for tax reporting purposes. Referral Partners are responsible for their own tax compliance, including any applicable self-employment taxes.
b) Referral Partners must submit a W-9 form before receiving commission payments.
c) Referral Partners are considered independent contractors and are responsible for their own business expenses, insurance, and legal compliance. They will not be treated as employees under any circumstances.
a) If the Referral Partner earns $600 or more in commissions within a calendar year, the Company will issue a Form 1099-NEC for tax reporting purposes.
b) Referral Partners must submit a W-9 form before receiving commission payments.
c) The Referral Partner is responsible for reporting and paying any applicable taxes on referral commissions.

6. Program Restrictions & Fraud Prevention
a) Referral Partners may not engage in deceptive, misleading, or unethical marketing practices.
b) The Company reserves the right to reject any referral that appears fraudulent, duplicate, or otherwise ineligible.
c) Self-referrals and referrals between commonly owned businesses are not permitted.
d) The Company reserves the right to withhold or revoke payments if a referred client cancels payroll services within 4 months of signing up.
e) Non-Circumvention Clause: Referral Partners may not circumvent Missouri Valley Payroll by directly negotiating a payroll service agreement with a referred client to avoid commission payments.
f) Referral Partner agrees that for the duration of this Agreement and for a period of 36 months thereafter, they will not directly or indirectly solicit or attempt to solicit any referred client to move their payroll services to a competitor or their own payroll business. This restriction applies only to clients who are active with Missouri Valley Payroll.
a) Referral Partners may not engage in deceptive, misleading, or unethical marketing practices.
b) The Company reserves the right to reject any referral that appears fraudulent, duplicate, or otherwise ineligible.
c) Self-referrals and referrals between commonly owned businesses are not permitted.
d) The Company reserves the right to withhold or revoke payments if a referred client cancels payroll services within 4 months of signing up.
e) Non-Circumvention Clause: Referral Partners may not circumvent Missouri Valley Payroll by directly negotiating a payroll service agreement with a referred client to avoid commission payments.
f) Referral Partner agrees that for the duration of this Agreement and for a period of 36 months thereafter, they will not directly or indirectly solicit or attempt to solicit any referred client to move their payroll services to a competitor or their own payroll business.

7. Non-Exclusivity Statement
Nothing in this Agreement shall be interpreted as creating an exclusive relationship between the Referral Partner and Missouri Valley Payroll. Both parties remain free to engage in business activities with other companies, including competitors.

8. Confidentiality & Data Protection
The Referral Partner acknowledges that, during participation in the Referral Partner Program, they may receive confidential information related to Missouri Valley Payroll and its clients. The Referral Partner agrees not to disclose, share, or use such information for any purpose other than fulfilling the obligations of this Agreement. 

Referral Partners shall not collect, store, or share any client data beyond submitting referrals to Missouri Valley Payroll. Any breach of this provision may result in immediate termination from the program and legal action if necessary.

The Referral Partner acknowledges that, during participation in the Referral Partner Program, they may receive confidential information related to Missouri Valley Payroll and its clients. The Referral Partner agrees not to disclose, share, or use such information for any purpose other than fulfilling the obligations of this Agreement.

9. Program Modifications & Termination
a) Either party may terminate this Agreement with written notice.
b) The Company reserves the right to modify or terminate the Referral Partner Program at any time, with or without prior notice.
c) Referral Partners will receive 30 days’ notice before any material changes take effect. However, Missouri Valley Payroll may implement immediate changes if required to comply with applicable laws or regulations.
d) If the program is terminated, commissions for existing referred clients will continue for 12 months or cease immediately (Company discretion).
a) Either party may terminate this Agreement with written notice.
b) The Company reserves the right to modify or terminate the Referral Partner Program at any time, with or without prior notice.
c) Referral Partners will receive 30 days’ notice before any material changes take effect.
d) If the program is terminated, commissions for existing referred clients will continue for 12 months or cease immediately (Company discretion).
e) Termination for Cause: Missouri Valley Payroll reserves the right to terminate this Agreement immediately if the Referral Partner engages in fraudulent activities, provides misleading information, violates applicable laws, or otherwise acts in a manner that damages the reputation or business interests of Missouri Valley Payroll.

10. Legal & Dispute Resolution
a) This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota.
b) Referral Partner agrees to resolve any disputes on an individual basis and waives the right to participate in any class-action lawsuit against Missouri Valley Payroll.
c) In the event of a dispute, both parties agree to first attempt to resolve the matter through good faith negotiations. If a resolution cannot be reached, the dispute shall be resolved through binding arbitration under the rules of the American Arbitration Association (AAA) in the state of North Dakota. If arbitration is found unenforceable, disputes shall be resolved in the courts of North Dakota. The prevailing party shall be entitled to recover reasonable legal fees and
costs.

a) This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota.
b) Referral Partner agrees to resolve any disputes on an individual basis and waives the right to participate in any class-action lawsuit against Missouri Valley Payroll.
c) In the event of a dispute, both parties agree to first attempt to resolve the matter through good faith negotiations. If a resolution cannot be reached, the dispute shall be resolved through binding arbitration under the rules of the American Arbitration Association (AAA) in the state of North Dakota. The prevailing party shall be entitled to recover reasonable legal fees and costs.

11. Miscellaneous Clauses
a) Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond their reasonable control.
b) Assignment: Referral Partner may not assign, transfer, or delegate their rights under this Agreement to any third party without prior written consent.
c) Electronic Signature: By clicking ‘Agree’ on the online application or submitting their first referral, the Referral Partner acknowledges they have read, understood, and agreed to the terms of this Agreement. Electronic signatures shall be considered as legally binding as physical signatures.