Business Connections Document

BUSINESS CONNECTIONS DOCUMENT

This Business Connections Document (the "Agreement") is entered into as of by and between Client Name: with principal place of business at Client Address: , and Connector Name: with principal place of business at Connector Address: .

RECITALS

WHEREAS, Client desires introductions, referrals, or connections to prospective business partners, customers, investors or other third parties for the limited purpose set forth in this Agreement; and

WHEREAS, Connector represents that Connector maintains relationships and may make introductions or referrals that are of potential commercial value to Client; and

WHEREAS, the parties wish to set forth the terms under which Connector will provide introductions and the compensation to be paid for such services.

SCOPE OF WORK

Connector will use commercially reasonable efforts to introduce Client to the individuals or entities identified in the Scope of Work. Introductions may be made in writing, by electronic communication, or in person, and Connector shall promptly notify Client of each introduction.

PAYMENT TERMS

Client agrees to pay Connector the fees described below for introductions and resulting business transactions. Fees are due as described in this section and payable in U.S. dollars unless otherwise agreed in writing.

Unless otherwise set forth in the payment schedule, Connector shall submit an invoice upon making an introduction that gives rise to a compensable referral or upon Client's execution of a transaction with an introduced party. Client shall pay each undisputed invoice within days of receipt.

Overdue amounts shall accrue interest at the lesser of (i) per month (18% per annum), or (ii) the maximum rate permitted by applicable law. In addition, Client shall pay a late payment administration fee of for each invoice that remains unpaid more than the payment due period.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon written notice to the other party no less than days prior to the effective termination date. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a disclosing party to a receiving party that is designated in writing as confidential or that, by the nature of the information or the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information includes business terms, introductions, contact lists, pricing, financial information and transaction terms.

The receiving party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, advisors or agents who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that (i) is or becomes publicly available through no fault of the receiving party, (ii) was lawfully 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. Upon termination of this Agreement or upon written request, the receiving party shall return or destroy Confidential Information and certify such return or destruction in writing.

NON-CIRCUMVENTION AND EXCLUSIVITY

Client agrees not to circumvent Connector by directly engaging with an introduced third party for any transaction that arises from an introduction during the Term and for a period of twelve (12) months after termination of this Agreement without first compensating Connector in accordance with the Payment Terms. Any attempt to circumvent shall entitle Connector to recover fees, costs of enforcement, and equitable relief.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party 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.

GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, including any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor by merger or acquisition. Any attempted assignment in violation of this provision is null and void.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

Remedies: Except as otherwise provided herein, the rights and remedies provided in this Agreement are cumulative and in addition to any other rights available at law or in equity, including injunctive relief to prevent breaches of confidentiality or non-circumvention obligations.

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