Business Connect Document

Business Connect Document

This Business Connect Agreement ("Agreement") is made effective as of by and between Provider Name: with a principal address at , and Recipient Name: with a principal address at .

RECITALS

WHEREAS, Provider is engaged in the business of connecting businesses, facilitating introductions, and providing related advisory services pursuant to the terms set forth herein; and

WHEREAS, Recipient desires to engage Provider to perform the services described in this Agreement and Provider agrees to perform such services on the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

Provider shall perform business introduction, connection, and advisory services as described below. Provider shall use commercially reasonable efforts to perform each task in a professional manner consistent with industry practice.

2. PAYMENT TERMS

As consideration for the services, Recipient shall pay Provider in accordance with the terms below.

One-time payment due within days of invoice.
Milestone payments as described: complete schedule below.
Recurring payments (e.g., monthly / quarterly) to be invoiced in arrears.

Late payments shall incur a late fee equal to % per month on the outstanding balance, or the maximum permitted by law, whichever is less. Recipient shall also be responsible for any reasonable collection costs incurred by Provider.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least days prior to the effective termination date.

Termination shall not relieve Recipient of its obligation to pay for services performed and expenses incurred prior to the effective date of termination. Sections relating to confidentiality, indemnification, and payment shall survive termination as provided herein.

4. CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by either party to the other in connection with this Agreement, whether oral, written, or electronic, that is designated confidential or that the receiving party should reasonably understand to be confidential given the nature of the information.

The receiving party shall: (a) hold Confidential Information in strict confidence and use it only for the purposes of performing under this Agreement; (b) not disclose Confidential Information to any third party except to employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing party's Confidential Information.

The obligations in this Section shall continue for a period of years following termination or expiration of this Agreement, except with respect to trade secrets where protection shall continue as required by applicable law.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement does not and will not violate any agreement to which it is a party or any applicable law.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID OR PAYABLE BY RECIPIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. 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 rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

8. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments hereto, 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. Any modification or amendment to this Agreement must be in writing and signed by both parties.

9. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or in connection with a sale of substantially all of its business. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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