Business Loop Document

BUSINESS LOOP AGREEMENT

Parties

This Business Loop Agreement ("Agreement") is entered into as of by and between:

Recitals

WHEREAS, Provider operates and maintains a coordinated referral and collaborative business loop designed to share leads, marketing resources, and operational best practices among participating businesses (the "Business Loop"); and

WHEREAS, Counterparty desires to participate in the Business Loop and utilize Provider's coordination services and platform under the terms and conditions set forth in this Agreement; and

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

Scope of Work

Provider shall provide the coordination, facilitation, and operational services necessary to enroll, maintain, and manage Counterparty's participation in the Business Loop, including but not limited to: lead distribution, referral tracking, reporting, periodic roundtable coordination, and access to shared promotional materials, as further described below and agreed by the parties.

Payment Terms

As consideration for Provider's performance under this Agreement, Counterparty shall pay Provider the fees set forth below in accordance with the schedule and conditions stated.

All fees are exclusive of taxes. Counterparty shall be responsible for any sales, use, value-added, or other taxes imposed on the fees, excluding taxes based on Provider's net income.

Term and Termination

This Agreement shall commence on and shall continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice equal to the termination notice period specified above. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days following written notice of such breach. Termination shall not relieve Counterparty of the obligation to pay fees accrued through the effective date of termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether written, oral, electronic, or observed, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, customer lists, pricing, lead sources, business strategies, referral data, and technical processes used to operate the Business Loop.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) not to disclose Confidential Information to third parties 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) to use Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was rightfully in the receiving party's possession prior to disclosure; or (iii) is rightfully obtained by the receiving party from a third party without restriction.

In the event a receiving party is compelled by law to disclose Confidential Information, it shall provide the disclosing party prompt written notice and cooperate in any efforts to obtain a protective order or other appropriate remedy.

Indemnification and Liability

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for a party's indemnification obligations or for breaches of confidentiality, neither party shall be liable to the other for incidental, consequential, punitive or special damages, and each party's aggregate liability for any claim arising under this Agreement shall be limited to direct damages not to exceed the total fees paid or payable by Counterparty to Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or as subsequently updated in writing by the parties. Notices shall be deemed given upon personal delivery, three (3) business days after deposit in the U.S. mail (first class, postage prepaid), or one (1) business day after delivery to a nationally recognized overnight courier.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice-of-law principles.

Entire Agreement

This Agreement, including any exhibits or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. No amendment or modification of this Agreement shall be effective except by a written instrument signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an acquirer of substantially all of Provider's assets or business relating to the Business Loop.

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