Business Affinity Agreement

BUSINESS AFFINITY AGREEMENT

Parties

This Business Affinity Agreement (the Agreement) is entered into as of between:

Recitals

WHEREAS, Party A and Party B each operate businesses that offer products or services to overlapping customer groups and wish to cooperate to promote mutual business opportunities and member benefits;

WHEREAS, the Parties desire to establish commercial terms and processes for joint marketing, referral arrangements, co-branded initiatives, and benefit sharing as further described herein; and

WHEREAS, the Parties intend that this Agreement set forth the scope, payment terms, confidentiality obligations, and other material terms governing their affinity relationship.

Scope of Work

The Parties shall each perform the responsibilities allocated in the Scope of Work. Each Party shall provide competent personnel and cooperate in good faith to implement joint promotional activities, referral processes, customer onboarding procedures, and any co-branded materials as mutually approved in writing.

Payment Terms

All payments shall be made in U.S. dollars unless otherwise agreed in writing. Payments not received within the invoice due period shall accrue the agreed late fee. The Parties shall cooperate to reconcile any disputed charges within thirty (30) days; undisputed amounts remain payable.

Term and Termination

Term Commencement:

Term Expiration:

Either Party may terminate this Agreement without cause upon written notice delivered at least days prior to the effective termination date. Either Party may terminate immediately for material breach if the breach remains uncured thirty (30) days after written notice of breach.

Confidentiality

"Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each Party shall (a) use Confidential Information solely for performance under this Agreement; (b) restrict disclosure to its employees, agents, advisors, or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) employ reasonable administrative, physical, and technical safeguards to protect Confidential Information from unauthorized disclosure.

Confidential Information does not include information that is (i) publicly available without breach of this Agreement, (ii) rightfully received from a third party without obligation of confidentiality, (iii) independently developed without use of the Confidential Information, or (iv) required to be disclosed by law, provided the disclosing Party gives prompt notice to the other Party and cooperates to seek protective measures.

Indemnification and Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against claims, liabilities, losses, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement. EXCEPT FOR LIABILITY ARISING FROM BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Notices

Governing Law; Dispute Resolution

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. The Parties shall first attempt in good faith to resolve disputes through negotiation; unresolved disputes may be submitted to binding arbitration by mutual agreement or to the competent courts of the chosen jurisdiction if arbitration is not agreed.

Entire Agreement; Assignment

This Agreement, together with any exhibits or written amendments signed by both Parties, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations and understandings. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign to a successor in connection with a merger or sale of substantially all of its assets.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force. The Parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, or agency relationship for any purpose other than expressly stated.

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