Business Reciprocity Agreement

BUSINESS RECIPROCITY AGREEMENT

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

Party Identification

Recitals

WHEREAS, Party A and Party B each operate complementary businesses and desire to cooperate in referring clients, leads, and services to one another on the terms set forth herein; and

WHEREAS, the parties wish to establish a reciprocal referral and performance framework to promote their mutual business interests while preserving each party's autonomy and client relationships; and

WHEREAS, the parties desire to set forth the scope, payment terms, confidentiality obligations, and other provisions governing their reciprocal dealings in a written agreement.

Scope of Work

The parties agree to refer prospective clients and provide cooperative services as described below. Each party's specific responsibilities shall be performed in a professional and timely manner consistent with industry standards.

Reciprocity Obligations

1. Referral Process: Each party shall use commercially reasonable efforts to refer prospective clients to the other party in the form and manner agreed upon. All referrals must include the referring party's name and a brief description of the opportunity.

2. Non-Exclusivity: The parties acknowledge that this Agreement is non-exclusive unless the parties execute a separate written amendment specifying exclusivity. Please indicate if the parties desire exclusivity: Exclusive reciprocity

3. Tracking and Reporting: Parties shall maintain accurate records of referrals, including dates, client names, services referred, and any compensation payable under this Agreement. Reports shall be exchanged quarterly or as otherwise mutually agreed.

Payment Terms

Compensation for referrals and reciprocal services shall be as follows:

Invoices shall be submitted in writing and payments shall be made to the invoiced party's remittance address or account as provided on the invoice. Disputed amounts must be raised in writing within 15 days of receipt of an invoice.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for 30 days after written notice specifying the breach.

Termination shall not relieve either party of obligations accrued prior to termination, and provisions intended to survive termination (including confidentiality and payment obligations) shall survive.

Confidentiality

Each party acknowledges that, during performance under this Agreement, it may receive or have access to confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall include business processes, client lists, pricing, proposals, trade secrets, and other non-public information designated as confidential or which a reasonable business person would understand to be confidential.

Each receiving party agrees: (a) to hold Confidential Information in strict confidence using no less than a reasonable standard of care; (b) not to disclose such information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (c) not to use Confidential Information except to perform obligations under this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, breach of this Agreement, or violation of law in connection with the performance of its obligations hereunder.

Limitation of Liability

Except for liabilities arising from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability shall be limited to direct damages up to the amount paid or payable under this Agreement in the 12 months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties shall first attempt to resolve any dispute through good faith negotiation. If the dispute is not resolved within 30 days, the parties agree to submit the dispute to binding arbitration in the county of the prevailing party's principal place of business, with the arbitrator applying the substantive law of the governing jurisdiction.

Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Additional Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets.

Notices: Notices required or permitted under this Agreement shall be in writing and delivered to the contact addresses set forth above, and shall be deemed given upon delivery by hand, electronic receipt with confirmation, or three days after deposit in the United States mail, postage prepaid.

Sign Now