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Commission Details of Rally Lead Referral Program

While not a legal agreement, this document describes important details of Rally's Lead Referral Program. It's not too long. Please look it over and email us with any questions at partners@rallydev.com

Rally is a provider of knowledge, coaching and tooling to software-driven enterprises that enable such enterprises to succeed with Agile development practices. Referrer has extensive experience, business relationships, and network contacts within its industry stands in a position to act as a Referrer with Rally. Referrer will participate in Rally's lead referral program in which Referrer will provide Rally with a potential customer identified by Referrer ("Leads") in exchange for which Rally will pay certain commissions as described below.

  1. Defined Terms
    1. "Actively Participate" shall mean Referrer's active engagement in the introduction of a Lead to Rally through an in-person introduction; or a telephone introduction; or through a joint sales call, and will include Referrer's continued support of Rally through the sales process
    2. "Commissionable Lead" shall mean a Lead for which Referrer is eligible under Section 3.1.2. herein to be paid a commission because said Lead has become a customer of Rally by executing a Rally License Agreement for use of a Rally Service.
    3. "Rally Lead Form" or "RLF" shall mean a standard form generated by Rally (and available online in the Rally Referrer Portal) to be used by Referrer to identify a referred Lead for purposes of qualifying the Lead as a Commissionable Lead (a sample of which is attached hereto as Exhibit "A").
    4. "Lead Referral Date" shall mean the date Rally receives the RLF.
    5. "Notification Date" shall mean the date that Rally notifies Referrer that it has accepted Referrer's Lead as a Commissionable Lead.
    6. "Service" shall mean the on-line and on-premise business application known as Rally or similar or successor product, which Rally licenses to Customers.
    7. "Territory" shall mean the industry and/or geography from which Referrer refers Rally Leads, and which shall be determined in Rally's sole discretion, whose description is attached as Exhibit "B" hereto.
  2. TERMS AND CONDITIONS OF LEAD REFERRAL AND ACCEPTANCE
    1. Referrer's Identification and Referral of Leads
      1. Referrer acknowledges and agrees that in order for a Lead to qualify as a Commissionable Lead, the following must have occurred:
        1. Referrer must have Actively Participated in the introduction of the Lead to a Rally sales contact; and
        2. Referrer must have timely documented the introduction of the Lead on a Rally Lead Form ("RLF") and must have submitted the completed RLF to Rally for review; and
        3. Rally must have reviewed Referrer's RLF and accepted the Lead as commissionable (i.e., not rejected the Lead for any of the reasons stated in the Exclusions section below, or otherwise); and
        4. Referrer must have continued to Actively Participate in supporting Rally in the sales process with said Lead.
      2. Exclusions. Referrer acknowledges and agrees that no commission will be paid to Referrer by Rally for the referral of a Lead:
        1. that was an existing customer of Rally's at the time of the referral; or
        2. with whom Rally was already involved in preliminary or advanced discussions relating toward the sale of a license to Lead (as of the date of the RLF); or
        3. for whom a RLF (or similar document) has previously been submitted to Rally by Referrer or any other third party; or
        4. for whom Referrer did not Actively Participate in the development and/or solicitation of the Lead.
      3. Referrer acknowledges that it shall be solely responsible for and shall bear all costs associated with Referrer's development of any Leads for referral to Rally.
    2. Rally's Obligations Upon Lead Referral
      1. Rally hereby authorizes Referrer to refer Leads to Rally in exchange for the remuneration listed in Exhibit "C."
      2. Rally shall upon submission of a RLF from Referrer promptly review the RLF to determine whether to accept or reject the Lead as commissionable under the conditions of lead referral and acceptance section above, or other commercially reasonable reason as determined by Rally.
      3. Rally will notify Referrer within thirty (30) business days ("Notification Date") of receipt of the RLF as to whether the Lead submitted by Referrer to Rally is commissionable.
      4. Upon acceptance of a Lead as commissionable, Rally shall be solely responsible for all costs associated with the sale of a License to said Lead.
    3. Mutual Obligations Re: Lead Development/Sale.
      1. 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.
      2. 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 commissionable; and/or (ii) successfully soliciting the Lead to purchase Rally products.
      3. 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.
      4. Each Party will conduct all of its business in its own name and in a businesslike and professional manner. Referrer will not make any representations or guarantees concerning the Rally Services. Referrer will not take any action that may disparage Rally or the Rally Services.
  3. COMMISSIONS/REFERRAL FEES.
    1. Payment. Subject to the terms and conditions of this Agreement, , Rally will pay Referrer a commission as determined by schedule set forth in Exhibit "C" for each Commissionable Lead referred by Referrer to Rally in compliance with the requirements of Section 2 above, that enters into a License Agreement with Rally. The payment of commissions will be made in U.S. Dollars. Referrer shall be solely responsible for payment of any and all national, state, and local taxes and charges arising from or imposed on the payments made to Referrer by Rally. If a Commissionable Lead requests and obtains a refund of any fees within six (6) months after execution of a Subscription Agreement, the amount of the applicable Commissions paid to Referring Party will be set-off against any subsequent Commissions earned by Referrer.
    2. Payment Timing. Commissions under this Section shall be due no later than the last day of the month following the month after Rally actually receives the applicable payment of fees from the Commissionable Lead, but in no case earlier than the expiration of any return period agreed to by Rally and the Commissionable Lead.
EXHIBIT C - PARTNER COMMISSION FORMULA

For each Commissionable Lead, Rally will pay Partner a commission of ten percent (10%) of the fees for Rally Services actually received by Rally from the Commissionable Lead from the provision of Rally Services to such Commissionable Lead during the twelve (12) month period beginning on the date Rally receives the Lead Referral Form.

In the case in which a Commissionable Prospect pays Rally monthly or quarterly, Rally will compensate the Partner by matching the payment schedule of the Commissionable Prospect for one year.

No commissions will be paid to Partner for renewals, professional services, support services, training services or third party software products purchased by the Commissionable Prospect under the License Agreement or any other agreement between such Commissionable Prospect and Rally.