Business Contact Offer

Business Contact Offer

This Business Contact Offer (the Offer) is made as of between:

Client Name:    Client Address:

Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client maintains business relationships, contacts, and lead sources relevant to Client's commercial activities and desires to retain Provider to contact, introduce, or otherwise facilitate introductions to specified business contacts on the terms set forth herein; and

WHEREAS, Provider represents that it has the ability, expertise, and resources to perform the activities described in this Offer and is willing to perform such activities for the compensation and upon the terms set forth; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality protections, and other terms of their relationship in a written agreement.

Scope of Work

Specific deliverables and performance standards:

Payment Terms

One-time payment upon execution    Net terms   Specify Net:

Late fee: or Interest: (applies to overdue amounts until paid).

Term and Termination

Term start date:    Term end date (if any):

Either party may terminate this Offer for convenience upon written notice to the other party delivered not less than days prior to the effective termination date.

Either party may terminate immediately upon written notice if the other party materially breaches this Offer and fails to cure the breach within days after receipt of written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Offer, whether oral, written or electronic, including but not limited to contact lists, introductions, business plans, pricing, customer lists, and communications with identified contacts.

Obligations: The receiving party shall not disclose Confidential Information except to its employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The receiving party shall use Confidential Information solely to perform its obligations under this Offer and shall exercise at least reasonable care to protect Confidential Information from unauthorized disclosure.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than by breach of this Offer; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or valid order of a court or governmental authority, provided the receiving party gives prompt notice and limits disclosure to the minimum required.

Duration of Confidentiality: Confidential obligations shall continue for years following termination or expiration of this Offer, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Offer and to perform its obligations hereunder, and that the execution and performance of this Offer will not violate any other agreement binding on such party.

Limitation of Liability

Except for liability arising from willful misconduct or breach of confidentiality obligations, neither party shall be liable for indirect, special, incidental or consequential damages, and aggregate liability shall be limited to the total fees paid under this Offer in the twelve (12) months preceding the claim.

Governing Law

This Offer shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

Entire Agreement; Amendments

This Offer, including any exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its obligations under this Offer without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets.

Severability: If any provision of this Offer is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Counterparts: This Offer may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be deemed originals for all purposes.

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