Business Connection Guide

Business Connection Guide

This Business Connection Guide (the "Guide") is made effective as of between Service Provider: and Client: .

WHEREAS

WHEREAS, Service Provider maintains a network of business contacts, referral sources, and professional relationships that may be introduced to the Client for potential commercial relationships, partnerships, or opportunities; and

WHEREAS, Client desires to receive introductions and coordinated connection services from Service Provider under the terms and conditions set forth in this Guide; and

WHEREAS, the parties intend for this Guide to define the process, responsibilities, payment terms, confidentiality obligations, and governing law that will govern introductions and connection activities.

Parties and Contact Information

Scope of Work

Service Provider shall identify, vet, and introduce potential business contacts to Client consistent with the objectives described below. Introductions may include, but are not limited to, warm introductions, exchange of contact information, joint meeting facilitation, and a summary of prior relationship context.

Payment Terms

Client shall pay Service Provider for connection services as set forth below. Unless otherwise agreed in writing, fees are non-refundable.

All invoices are payable to Service Provider at the address provided above unless an alternative written instruction is provided. Client is responsible for any fees or expenses agreed in writing prior to incurrence.

Term and Termination

This Guide commences on and shall continue until unless earlier terminated in accordance with this section.

Either party may terminate this Guide for material breach by the other party if such breach remains uncured for the notice period above, or immediately upon written notice for acts of fraud, willful misconduct, or material violation of confidentiality obligations.

Confidentiality

"Confidential Information" means all nonpublic information disclosed by one party to the other in connection with this Guide, whether written, oral, or electronic, that is identified as confidential or that reasonably should be understood to be confidential. Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or valid order of a court or governmental body, provided the disclosing party is given prompt notice and an opportunity to seek protective measures.

Referrals, Introductions and Fees

Introductions provided by Service Provider do not create any guarantee of engagement between Client and the introduced party. If Client enters into a transaction with an introduced party that results in a fee or compensation, the parties shall honor any separately documented finder or referral fee agreed in writing. Absent a separate written fee agreement, any finder fee obligation must be set forth below.

Representations and Warranties; Limitations of Liability

Each party represents that it has the full power and authority to enter into this Guide. Service Provider does not warrant the suitability, profitability, or legal compliance of any introduced party or proposed transaction. Except for willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, consequential, or punitive damages arising from introductions or the termination of this Guide. The parties' aggregate liability shall not exceed fees actually paid under this Guide in the twelve (12) months preceding the claim.

Governing Law and Dispute Resolution

This Guide shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The parties will attempt in good faith to resolve disputes through negotiation. If unresolved, the parties agree to submit disputes to binding arbitration in the agreed jurisdiction unless a party seeks injunctive relief in a court of competent jurisdiction.

Entire Agreement

This Guide, together with any attachments or written amendments signed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior negotiations, understandings, and agreements. Any modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Guide is held invalid or unenforceable, the remainder of the Guide will remain effective. Neither party may assign this Guide without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

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