Business Reciprocity Application

BUSINESS RECIPROCITY APPLICATION

Recitals

WHEREAS, Applicant Business seeks to establish reciprocal business activities with a separate business entity for the purpose of mutually providing goods or services across respective operational territories under the terms set forth in this Application; and

WHEREAS, the parties acknowledge that reciprocal arrangements shall be governed by written terms requiring compliance with applicable laws, protection of confidential information, and agreed payment and termination provisions; and

WHEREAS, Applicant submits this Business Reciprocity Application seeking formal approval and signature by the proposed Reciprocal Partner to memorialize the scope, compensation, term, and other material obligations of the reciprocity relationship.

Applicant Information

Sole Proprietor    LLC    Corporation    Partnership    Other

Proposed Reciprocal Partner

Description of Reciprocal Activities

Provide a clear summary of the goods, services, or activities to be performed or exchanged under reciprocity, including any limitations, geographic scope, and performance metrics.

Scope of Work

Detailed description of obligations, deliverables, service levels, and responsibilities of each party for the duration of the reciprocal arrangement.

Payment Terms

Compensation for services rendered under reciprocal arrangements, invoicing and payment schedule, and remedies for late payment.

Term and Termination

The reciprocity arrangement commences and terminates as set forth below. Either party may terminate for material breach subject to any cure period provided herein.

Effective Start Date:     Effective End Date:

Confidentiality

For purposes of this Application and any reciprocity agreement executed pursuant to it, "Confidential Information" means non-public business, technical, financial or other information disclosed by one party to the other, whether in writing, orally or by inspection, that is designated confidential or that a reasonably prudent business person would consider confidential under the circumstances. Each receiving party shall: (a) use Confidential Information solely for performance under the reciprocity relationship; (b) restrict access to Confidential Information to employees, agents or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) not disclose Confidential Information to third parties without prior written consent. The obligations in this paragraph do not apply to information that is or becomes publicly known through no breach, is rightfully received from a third party not under an obligation of confidentiality, or is independently developed without use of the disclosing party's Confidential Information. Each party acknowledges that breach may cause irreparable harm and that injunctive relief may be sought in addition to other remedies.

Compliance and Indemnification

Each party shall perform its obligations in compliance with all applicable laws, rules and regulations. Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's negligent or willful acts or omissions in connection with performance under the reciprocity arrangement, except to the extent caused by the indemnitee's own gross negligence or willful misconduct.

Governing Law

This Application and any reciprocity agreement executed pursuant to it shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law rules. Venue for any dispute shall be in the courts located within that state.

Entire Agreement

This Application, together with any written reciprocity agreement executed by the parties referencing this Application, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, proposals, negotiations, and agreements, whether written or oral. Any amendment or modification must be in writing signed by authorized representatives of both parties.

Certification

By signing below, the undersigned certifies that the information provided in this Application is true and accurate to the best of their knowledge, that they are authorized to submit this Application on behalf of the named business, and that their business will comply with the terms and obligations described herein and in any reciprocity agreement executed by the parties.

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