Business Affiliation Package

Business Affiliation Package

This Business Affiliation Package ("Agreement") is entered into as of by and between:

Principal Name:   Affiliate Name:

WHEREAS

WHEREAS, Principal is engaged in the business of providing products and services described as: and has developed certain goodwill, trademarks, and marketing programs relevant to the parties' affiliation; and

WHEREAS, Affiliate desires to market, promote, and refer potential customers to Principal under the terms of this Agreement and Principal desires to engage Affiliate to perform affiliation services on the terms set forth herein; and

WHEREAS, the parties intend to define the scope of affiliation, payment terms, confidentiality obligations, and the procedures for termination and dispute resolution in a single integrated package.

Scope of Work

Affiliate shall perform the affiliation services described below in accordance with industry standards and with reasonable care and skill. Affiliate will not bind Principal to any obligation except as expressly authorized in writing.

Affiliation Rights & Responsibilities

Affiliate is granted a limited, non-exclusive, non-transferable right to use Principal's trade names and logos solely for the purpose of performing services under this Agreement, subject to Principal's prior written approval of marketing materials that prominently display Principal's marks.

Affiliate obligations include:

Comply with Principal's brand guidelines and obtain approval for co-branded materials.

Provide regular referral and activity reports in the format reasonably requested by Principal.

Not solicit Principal employees or contractors during the Term and for the duration of the post-termination restriction set forth below.

Payment Terms

In consideration for Affiliate's services, Principal shall pay Affiliate as set forth below. All payments are due in United States dollars unless the parties agree otherwise in writing. Affiliate is responsible for all taxes associated with payments unless otherwise required by applicable law.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the nature of the breach. Termination shall not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party acknowledges that it will receive Confidential Information of the other party. "Confidential Information" means non-public information that by its nature or the circumstances of disclosure should reasonably be understood to be confidential. Each party shall: (a) hold Confidential Information in confidence with at least the same degree of care it uses to protect its own confidential information; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except as expressly permitted by this Agreement or required by law.

Notwithstanding the foregoing, Confidential Information shall not include information that is or becomes publicly available through no wrongful act of the receiving party, was rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any dispute arising under or in connection with this Agreement shall be resolved in the courts located within that state unless the parties agree otherwise in writing.

Entire Agreement

This Agreement, together with any exhibits or attachments executed by the parties, 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 modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Each party shall be solely responsible for its employees, taxes, and benefits.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Notices: All notices required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as a party may designate in writing.

Sign Now