Business Connectors Document

BUSINESS CONNECTORS DOCUMENT

This Business Connectors Document (the "Agreement") is made and entered into as of Effective Date: by and between Connector Name: and Client Name: .

Parties and Contact Information

Recitals

WHEREAS, Connector maintains networks and relationships with prospective business partners, referral sources and decision-makers and has the ability to introduce Client to such prospective partners for the purpose of generating business opportunities; and

WHEREAS, Client desires to engage Connector to make introductions and facilitate connections on the terms set forth in this Agreement, and Connector agrees to provide such introductions in accordance with the Scope of Work and Payment Terms herein.

Scope of Work

Connector shall provide introductions, referrals and facilitation services as described below. Connector's obligations shall be limited to making reasonable efforts to arrange initial introductions and to communicate introductory information; Connector is not responsible for Client's negotiations, contract formation, or performance under any resulting agreements unless otherwise agreed in writing.

Payment Terms

Client shall pay Connector for services rendered as follows. Unless otherwise set forth, payment is due in U.S. dollars and is exclusive of taxes which Client shall pay where applicable.

Late fee: If any undisputed amount due under this Agreement is not paid when due, Client shall pay interest on the overdue amount at a rate of (or the maximum rate permitted by law, if lower).

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days after written notice of breach. Termination does not relieve Client of its obligation to pay for services performed and unpaid through the effective date of termination, including any earned commissions or fees.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, including but not limited to lists of contacts, business plans, pricing, technical information, terms of introductions, and financial information.

Obligations: The Receiving Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) not use Confidential Information except to perform its obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, agents or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exclusions and Remedies: Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was rightfully in the Receiving Party's possession without restriction prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates to limit disclosure. The Receiving Party acknowledges that monetary damages may be insufficient for breach of this clause and that injunctive relief may be appropriate.

Representations; Indemnity; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement. Connector does not guarantee results or revenue from introductions. Each party shall indemnify and hold harmless the other from claims arising out of its own gross negligence or willful misconduct. Except for breaches of confidentiality or indemnity obligations, neither party shall be liable for consequential, incidental or punitive damages; the aggregate liability of either party shall be limited to direct damages not to exceed the total fees paid or payable to Connector in the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

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 agree to attempt in good faith to resolve disputes through negotiation prior to pursuing litigation. If litigation is necessary, each party submits to the exclusive jurisdiction of the competent courts located in the selected jurisdiction.

Entire Agreement; Amendments

This Agreement, including all exhibits and written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of Parties: Connector is an independent contractor. Nothing in this Agreement creates an agency, partnership or joint venture. Assignment: Neither party may assign its rights or obligations without the prior written consent of the other party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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