R&D Experts Affiliate Agreement


This Affiliate Agreement (this “Agreement”) is made effective as of the date agreed to in the documents submitted in conjunction with this electronic Agreement (the “Effective Date”), by and between  R&D Experts, LLC (“R&D Experts”), a New York limited liability company, and the Affiliate electronically signing and submitting the onboarding form (“Affiliate”). R&D Experts and the Affiliate may be referred to herein jointly as the Parties.


  1. R&D Experts maintains a software platform through which R&D Experts offers services (the “Services”) related to the R&D tax credit (the “Tax Credit”) established by the federal government of the United States of America.
  2. Affiliate desires to market the Services to its customers and refer its Prospects to R&D Experts to perform the Services.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

  1. Engagement. Affiliate agrees to contact businesses and other entities who may qualify for the Tax Credit (each, a “Prospect”), market the Services to them, and refer Prospects to R&D Experts that may qualify for the Tax Credit. Each Prospect that signs an agreement with R&D Experts to perform the Services (a “Customer Services Agreement”) shall be called a “customer.”
  2. Compensation. R&D Experts shall pay a fee (the “Affiliate Fee”) to the Affiliate for each customer who actually pays all of the “R&D Experts Fee,” which is defined as payments actually received by R&D Experts under the Customer Services Agreement with the customer. The Affiliate Fee shall be 20% of the R&D Experts Fee, and R&D Experts will pay the Affiliate Fee to Affiliate on the fifteenth day of the month after the month in which R&D Experts receive the R&D Experts Fee. No other fees and/or expenses will be paid to the Affiliate. Any additional monies collected outside the R&D Experts fee by the Affiliate from the customer will be grounds for immediate termination and Affiliate forfeits any claim to any and all outstanding Affiliate Fees. In the event of a commission dispute between Affiliates, R&D Experts shall have the sole and absolute discretion to determine the party entitled to the commission, and such determination shall be final. If the disputing Affiliate continues to contest R&D Experts’ decision, it may result in the termination of the Affiliate’s agreement. The Commission earned by an Affiliate shall be subject to the attached ERC Affiliate Commission Scale.
  3. Fee Clawback. In the event Affiliate is paid the Affiliate Fee related to a customer and the Internal Revenue Service (“IRS”) later claws back some or all of that customer’s Tax Credit, Affiliate shall return to R&D Experts the same percentage of the Affiliate Fee as the percentage of the Tax Credit that the IRS claws back from the customer. Affiliate shall pay any funds due to R&D Experts under this section to R&D Experts via wire transfer within ten (10) business days of written request from R&D Experts.
  4. Independent Contractor. Affiliate enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Affiliate agrees that neither Affiliate nor any Affiliate personnel is or will become an employee, partner, agent, or principal of R&D Experts while this Agreement is in effect. This Agreement does not in any way create any type of partnership, association, joint venture, or other business relationship. Affiliate agrees that neither Affiliate nor any Affiliate personnel shall be entitled to the rights or benefits afforded to R&D Experts employees, including but not limited to, disability or unemployment insurance, workers’ compensation, medical or life insurance, sick leave, compensation time, overtime, retirement or holiday benefits, vacation time, profit sharing, bonuses, or any other employment benefit. Affiliate is responsible for providing, at its own expense, disability, unemployment, and other insurance, workers’ compensation insurance, training, permits, licenses, and any other legal or business requirements under the applicable law for Affiliate and for Affiliates’ employees and subcontractors. Nothing in this Agreement shall be construed to give Affiliate or any Affiliate personnel any authority (i) to represent that such person is an employee, representative, or agent of R&D Experts, (ii) to bind R&D Experts with respect to contracts or representations or any other matters, or (iii) to represent R&D Experts before any court or government or regulatory authority without the express written authorization of R&D Experts. All marketing materials utilized by the affiliate must make clear that Affiliate and R&D Experts are separate and distinct Entities. The Affiliate should never utilize marketing materials which could cause a customer to reasonably believe they are directly contacting R&D Experts when in fact they are contacting the Affiliate. This includes all methods of marketing including, but not limited to, SEO, paid advertisements, mailings, circulars, or any marketing scheme where the services of R&D Experts is being marketed. The Affiliate is never permitted to use the R&D Experts logo in any capacity, including R&D Experts in any part of their domain, email address or published material. In addition, any verbal communication such as voicemail greeting, or messages left, should not include R&D Experts verbiage. Except as approved in writing prior to its usage.
  5. Fraudulent Representation. The Affiliate agrees to adhere to all applicable legal guidelines concerning representation and power of attorney, including but not limited to Tax Authority Representation (Form 8821) and other specified forms of representation. All intake forms and contracts must be lawfully signed and executed by the customer, and not by the Affiliate. The Affiliate expressly agrees not to act, agree, or sign on behalf of the customer. Any violation of this provision will lead to immediate termination.
  6. Unauthorized Representation. The Affiliate acknowledges and agrees that it is strictly prohibited from acting as a representative of the customer, including completing any questionnaire or form on behalf of the customer. Any such unauthorized representation by the Affiliate shall be considered a material breach of this Agreement. In the event that the Affiliate engages in such unauthorized representation, it will result in immediate termination of the Affiliate’s agreement with R&D Experts. Unless such activity is approved and authorized in writing by the Customer and accepted by R&D Experts.
  7. Policies and Procedures. R&D Experts has and will maintain Affiliate Policies and Procedures which are an Exhibit to this Affiliate Agreement, incorporated herein by this reference, which the Affiliate agrees to always comply with. Policies and Procedures are subject to change without notice, and it is the responsibility of the Affiliate to assure they are aware of these Policies and Procedures and in compliance therewith at all times.
  8. Term/Termination. This Agreement shall automatically terminate on the date that is two (2) years after the Effective Date. Notwithstanding any other provision herein, either Party may terminate this Agreement at any time upon written notice to the other Party. All obligations under Sections 2 and 3 above shall survive termination of this Agreement with respect to customers who became customers prior to such termination. All obligations under Sections 6, 7, and 8 below shall survive termination of this Agreement.
  9. Confidentiality. During the Parties’ business dealings, Affiliate may gain access to confidential and proprietary information about R&D Experts and R&D Experts’ affairs and operations. Such “Confidential Information” includes, but is not limited to, all non-public information which constitutes, relates, or refers to the operation of the business of R&D Experts, including without limitation all financial, investment, operational, personnel, sales, marketing, managerial, and statistical information of R&D Experts, any and all trade secrets, customer lists, or pricing information of R&D Experts, and any and all other information that, from its nature and manner of disclosure, a reasonable person would understand to be confidential. Affiliate will indefinitely keep this Confidential Information in the strictest confidence, and will not disclose it, or allow it to be disclosed, by any means to any person except with R&D Experts’ approval, and only to the extent necessary to perform its obligations under this Agreement. Affiliate agrees to use the Confidential Information solely for the purpose of performing its obligations under this Agreement and not for any other purpose or for its own benefit or for the benefit of any third party, without the prior written approval of R&D Experts. The prohibitions and agreements herein also apply to Affiliate’s employees, agents, and subcontractors. On termination of this Agreement, Affiliate will return any Confidential Information in its possession to R&D Experts. Affiliate will notify R&D Experts immediately of any disclosure of Confidential Information and cooperate in discovering the source of the disclosure.
  10. Non-Solicitation. During the term of this Agreement and continuing for a period of two (2) years after termination of this Agreement, Affiliate shall not directly or indirectly contact, solicit, advise, or consult with any customer of the Affiliate or customer of R&D Experts for the purpose of, or with the effect of, causing such customer of the Affiliate or customer of R&D Experts to purchase, license, or otherwise obtain products or services from a person, firm, business, or entity in competition with R&D Experts. In addition, during the term of this Agreement and continuing for a period of two (2) year after termination of this Agreement, Affiliate shall not directly or indirectly interfere with the business relationship between R&D Experts and any of its customers, customers of the Affiliate, accounts, dealers, distributors, suppliers, vendors, employees, independent contractors, service providers, or other parties with which R&D Experts has business relationships, or induce any such party to terminate its relationship with R&D Experts, or to modify the terms of such relationship in a manner adverse to the best interests of R&D Experts. Affiliate specifically acknowledges and agrees that the nature of the limitations upon Affiliate’s activities as specified herein, together with the duration and scope of such restrictions, are reasonable limitations on Affiliate’s activities and that the restrictions are required to preserve, promote, and protect the business, accounts, proprietary information, and goodwill of R&D Experts and impose no greater restraint than is reasonably necessary to secure such protection.
  11. Indemnification. Affiliate shall indemnify, defend, and hold harmless R&D Experts, its affiliates, and their respective officers, directors, employees, and agents against all damages, claims, lawsuits, liabilities, losses, and expenses, including without limitation attorneys’ fees and related costs, in any way arising out of Affiliate’s or any of its agent’s: breach hereof, negligence, or willful misconduct; violation of any applicable law, ordinance, rule, or regulation; breach of any warranty hereunder; or provision of inaccurate, erroneous, or incomplete information by or on behalf of Affiliate. R&D Experts shall provide Affiliate with prompt notice of any claim and also cooperate in all reasonable respects with Affiliate, its insurance company(ies), and its legal counsel in its defense of such claim at Affiliate’s sole expense. The Affiliate may not settle any potential suit hereunder without R&D Experts’ prior written approval. If Affiliate fails to promptly indemnify and defend a covered claim, R&D Experts shall have the right to defend itself, and in such case, Affiliate shall promptly reimburse R&D Experts for all R&D Experts’ associated costs and expenses, including but not limited to attorneys’ fees and costs of defense and possible countersuit.
  12. Entire Agreement. This Agreement constitutes the entire contract and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings, or warranties, whether oral or written, of either Party relating thereto. This Agreement may only be amended or modified by a writing signed by authorized representatives of both Parties. Affiliates shall not enter into any additional contract or agreement with the customers of R&D Experts without first obtaining prior written approval from R&D Experts.
  13. No Waiver. The waiver by R&D Experts of a breach of any provision of this Agreement by Affiliate shall not operate or be construed as a waiver of any subsequent breach by Affiliate.
  14. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
  15. Governing Law, Venue, and Attorneys’ Fees. This Agreement will be governed by the laws of the State of New York, without regard to its conflict of laws principles. The Parties hereby agree that any action arising out of this Agreement shall be brought solely in the state or federal courts located in Buffalo, New York, and both Parties hereby submit to the exclusive jurisdiction and venue of any such court in any such action. The prevailing Party in any action arising out of this Agreement shall be entitled to recover from the losing Party its reasonable attorneys’ fees and costs in addition to any other relief to which such Party is entitled.
  16. Signature. This Agreement shall be presumed accepted by the Affiliate upon signing and submission of the onboarding form.


By: Richard Smith
Date: as of date submitted
Rich Smith

Upon signing and submission of onboarding form.