Business Affiliation Letter

BUSINESS AFFILIATION LETTER

Effective Date:

RECITALS

WHEREAS, Company A Name: is duly organized and existing under the laws of and provides business services and client referrals; and

WHEREAS, Company B Name: is duly organized and existing under the laws of and engages in complementary business activities; and

WHEREAS, the parties desire to enter into a business affiliation pursuant to which they will cooperate in business development, referral, and certain joint activities under the terms and conditions set forth below.

SCOPE OF WORK

The parties agree the affiliation will include the following obligations, activities, and deliverables:

Specific responsibilities may include client referrals, co-marketing activities, lead qualification, and coordination of services as mutually agreed in writing. Each party shall perform its responsibilities in a commercially reasonable manner and maintain records relating to referrals and revenues generated under this affiliation.

PAYMENT TERMS

Compensation Amount: $ payable in accordance with the schedule below.

Payment Schedule: . All payments shall be invoiced by the receiving party and due within days of invoice receipt.

Late Payment: Any late payment shall accrue interest at the lesser of or the maximum rate permitted by applicable law. The non-paying party shall be responsible for reasonable collection costs and attorneys' fees incurred to collect delinquent amounts.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this affiliation for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days after written notice of such breach, or for insolvency, liquidation, or similar proceedings.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed in any form by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances.

Obligations: The receiving party shall (a) use Confidential Information solely for the purposes of performing under this affiliation; (b) restrict disclosure to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

Exclusions: Confidential Information does not include information that is or becomes publicly known through no breach of this Letter, is rightfully received from a third party without restriction, or is independently developed without reference to the other party's Confidential Information.

Duration of Confidentiality: The confidentiality obligations set forth herein shall survive termination or expiration of this Letter for years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

RELATIONSHIP OF PARTIES

The parties are independent contractors. Nothing in this Letter creates an employer-employee relationship, joint venture, partnership, or agency except as expressly set forth in a separate written agreement. Acknowledged: Independent Contractors

GOVERNING LAW

This Letter and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of , without regard to principles of conflicts of law.

ENTIRE AGREEMENT

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No amendment or waiver of any provision of this Letter will be effective unless in writing and signed by both parties.

NOTICES

Company A Contact Information

Company B Contact Information

Any notice required or permitted under this Letter shall be in writing and delivered to the contact information provided above, and shall be deemed given upon personal delivery, upon confirmed delivery by courier, or five (5) days after deposit in the mail when mailed certified or registered, return receipt requested.

Severability: If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Counterparts: This Letter may be executed in counterparts, each of which will be deemed an original and all of which together constitute one instrument. Facsimile or electronic signatures shall be effective as originals for all purposes.

IN WITNESS WHEREOF, the parties have executed this Business Affiliation Letter as of the Effective Date set forth above.

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