Business Network Acknowledgement

Business Network Acknowledgement

This Business Network Acknowledgement (the "Acknowledgement") is entered into as of by and between:

Acknowledging Party: , Address:

Network Operator: , Address:

Recitals

WHEREAS, the Network Operator maintains a business network comprised of participants, systems, processes, and relationships intended to facilitate commercial introductions, collaborative opportunities, and shared commercial initiatives (the "Network"); and

WHEREAS, the Acknowledging Party desires to participate in the Network and recognizes that participation entails certain obligations, confidentiality requirements, and compliance with network rules as set forth below; and

WHEREAS, the parties intend by this Acknowledgement to set forth the terms governing the Acknowledging Party's access to and use of the Network and any materials, introductions, or leads provided in connection therewith.

Scope of Work

The Acknowledging Party shall engage with the Network and accept introductions, referrals, and access to Network resources consistent with the Network Operator's rules and these terms. The specific services, deliverables, and activities to be performed or received by the Acknowledging Party are described below.

Payment Terms

The Acknowledging Party agrees to the following compensation and payment mechanics for services, introductions, or fees associated with Network participation.

Invoices are payable within days of invoice date unless otherwise agreed in writing. The Network Operator may suspend access to Network resources for nonpayment after written notice and the expiration of a cure period.

Term and Termination

This Acknowledgement commences on the Start Date and continues until the End Date, unless earlier terminated in accordance with this Section.

Start Date:     End Date:

Either party may terminate this Acknowledgement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach, or immediately for insolvency or the commencement of bankruptcy proceedings by or against the other party.

Confidentiality

Each party (the "Recipient") shall hold in confidence and not use or disclose to any third party any Confidential Information disclosed by the other party (the "Discloser") except as necessary to perform obligations under this Acknowledgement. "Confidential Information" includes proprietary business information, introductions, contact details, pricing, and business strategies disclosed in connection with the Network, whether disclosed orally, in writing, or electronically.

The Recipient's obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was rightfully known to the Recipient without restriction prior to disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information. Recipient shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Upon termination or written request, Recipient shall promptly return or destroy Confidential Information and certify such return or destruction in writing.

Network Conduct and Acknowledgements

The Acknowledging Party affirms and acknowledges the following representations and rules applicable to participation in the Network:

The Acknowledging Party will disclose material conflicts of interest and will not use Network introductions for purposes that violate applicable law or third-party rights.

The Acknowledging Party will not directly solicit Network Operator personnel for hire without prior written consent, nor will it misuse leads provided through the Network.

The Acknowledging Party will comply with reasonable network rules and any applicable codes of conduct communicated by the Network Operator.

Liability and Indemnification

Except for gross negligence or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, special, or punitive damages arising out of this Acknowledgement. The Acknowledging Party agrees to indemnify, defend and hold harmless the Network Operator from third-party claims arising from the Acknowledging Party's breach of this Acknowledgement, negligent acts, or misconduct in connection with Network participation.

Governing Law

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

Entire Agreement

This Acknowledgement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Acknowledgement is held unenforceable, the remaining provisions will continue in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. Notices required or permitted under this Acknowledgement shall be given in writing to the addresses set forth above.

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