Business Loyalty Agreement

BUSINESS LOYALTY AGREEMENT

This Business Loyalty Agreement ("Agreement") is entered into by and between:

Party A Name:

Corporation    LLC    Individual

Party B Name:

Corporation    LLC    Individual

RECITALS

WHEREAS, Party A conducts business in the sale of goods and/or services and desires to establish a structured loyalty arrangement to encourage continued commercial dealings with Party B; and

WHEREAS, Party B offers loyalty benefits, pricing adjustments, or other commercial incentives as detailed in this Agreement and is willing to extend those benefits to Party A in exchange for specified loyalty commitments; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

SCOPE OF WORK

The Scope of Work includes, without limitation, goods and services covered, expected minimum volumes, referral protocols, marketing support responsibilities, reporting cadence, and performance metrics by which loyalty status will be determined.

LOYALTY OBLIGATIONS

Party A agrees to direct purchases and referrals to Party B in accordance with the minimum purchase commitments set forth in this Agreement and to provide timely cooperation for joint marketing and reporting. Party B agrees to provide the loyalty benefits, preferential pricing, and service levels described in this Agreement so long as Party A remains compliant with its obligations.

Exclusivity: The parties agree to an exclusivity arrangement within the territory specified below.    Territory:

Minimum Purchase Commitment (if any): $    Measurement Period:

PAYMENT TERMS

Compensation and Fees: In consideration for the loyalty benefits provided by Party B, Party A shall pay the fees set forth below. All amounts are payable in U.S. dollars unless otherwise stated.

Late Payment Fee: If any undisputed amount due under this Agreement is not paid within days after written notice, Party B may assess interest at a rate of % per month on the overdue balance, or the maximum rate permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice describing the breach in reasonable detail.

Termination for insolvency, bankruptcy, or assignment for the benefit of creditors shall be immediate upon written notice by the non‑defaulting party. Accrued obligations and payment obligations incurred prior to termination shall survive termination.

CONFIDENTIALITY

Each party (the "Receiving Party") acknowledges that it may receive Confidential Information from the other party (the "Disclosing Party"). "Confidential Information" includes pricing, customer lists, business plans, technical data, trade secrets, and any information marked or reasonably understood to be confidential.

The Receiving Party shall (a) use the Confidential Information solely for the purposes of performing under this Agreement, (b) restrict disclosure to employees, agents, or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (c) take reasonable measures to prevent unauthorized disclosure. Confidential Information shall not include information that is or becomes publicly known through no fault of the Receiving Party, is independently developed without use of Disclosing Party's Confidential Information, or is rightfully received from a third party without duty of confidentiality.

The Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach of this Section and that injunctive relief may be sought in addition to other remedies.

NON-SOLICITATION AND NON-CIRCUMVENTION

During the Term and for a period of twelve (12) months after termination, neither party shall directly solicit for employment any key employee of the other party involved in performance under this Agreement, nor shall either party knowingly circumvent the other with respect to customers introduced by the other party in connection with the Scope of Work.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. Exclusive venue for any dispute arising under this Agreement shall be the state or federal courts located within that State, and the parties submit to personal jurisdiction therein.

ENTIRE AGREEMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

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

Remedies: Except as otherwise provided, remedies under this Agreement are cumulative and in addition to any rights or remedies at law or in equity. Failure to enforce any right shall not constitute a waiver of that or any other right.

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