Business Ally Template

BUSINESS ALLY AGREEMENT

Parties

This Business Ally Agreement (the Agreement) is entered into effective as of by and between:

Ally A - Company Name:

Ally B - Company Name:

Recitals

WHEREAS, Ally A and Ally B each operate businesses that may derive mutual benefit from collaborative marketing, referral activity, and limited exchange of leads; and

WHEREAS, the parties desire to set forth the terms under which they will cooperate, including the scope of activities, payment terms for any fees, confidentiality obligations, and procedures for termination;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

Scope of Work

The parties will perform the obligations described above in good faith and in a commercially reasonable manner. Any material change to the Scope of Work must be documented in writing and signed by authorized representatives of both parties.

Payment Terms

Payments are due as set forth above. If any payment is not received by the due date, the receiving party may assess the Late Payment Fee in addition to pursuing other remedies. All amounts are exclusive of taxes; the paying party is responsible for all taxes applicable to payments under this Agreement unless otherwise required by law.

Term and Termination

Term Start Date:

Term End Date:

Either party may terminate this Agreement for convenience upon providing the other party the notice specified above. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after written notice of such breach. Termination will not relieve either party of obligations accrued prior to the effective date of termination.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party, whether oral, written, electronic, or other form, that is marked confidential or that the receiving party should reasonably understand to be confidential under the circumstances.

Obligations: The receiving party shall (a) use Confidential Information only to perform obligations under this Agreement; (b) restrict access to Confidential Information to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without prior written consent of the disclosing party, except as required by law.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement; (ii) was rightfully known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

Indemnification; Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against third-party claims arising out of a 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, and each party's aggregate liability under this Agreement shall not exceed the total amounts paid or payable by one party to the other under this Agreement during the twelve (12) months preceding the claim.

Notices

Governing Law; General Provisions

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

Assignment: Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets related to the business to which this Agreement pertains.

Amendment; Waiver: No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. The waiver of any breach shall not constitute a waiver of any subsequent breach.

Severability: If any provision of this Agreement is held unenforceable, the remaining provisions will continue in full force and effect.

Entire Agreement

This Agreement, including any exhibits or attachments signed 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 written or oral, relating to such subject matter.

Entity Type

Ally A Entity Type: Individual Corporation LLC Partnership

Ally B Entity Type: Individual Corporation LLC Partnership

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