Business Reciprocity Document

Business Reciprocity Document

Parties

Recitals

WHEREAS, Party A and Party B each operate businesses that may derive mutual commercial benefit from a formalized program of reciprocal referrals, shared promotional activities, and cooperative business services; and

WHEREAS, each Party desires to set forth in writing the scope, duties, financial arrangements, confidentiality obligations, and the term under which this reciprocity will be conducted to promote predictable business relations and protect confidential information.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Scope of Reciprocity

The Parties agree to engage in the reciprocal activities described below. Each Party shall perform its obligations in good faith, using commercially reasonable efforts, and consistent with applicable law.

Payment Terms

Where a monetary fee or commission is payable in connection with reciprocal activities, the Parties agree to the following payment structure:

Unless otherwise stated in writing, payment obligations are non-transferable and shall be owed to the invoiced Party. Each Party is responsible for all taxes arising from amounts received under this Agreement, except for taxes based on the recipient's net income.

Term and Termination

This Agreement shall commence on the Effective Date and continue in effect until the Termination Date unless earlier terminated as provided below.

Effective Date: . Termination Date:

Either Party may terminate this Agreement for convenience upon prior written notice to the other Party delivered at least days prior to the effective date of termination. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Each Party (the "Recipient") shall hold in confidence and not disclose to any third party any Confidential Information of the other Party (the "Discloser") except as expressly permitted in this Agreement. "Confidential Information" means non-public information disclosed in connection with this Agreement, including customer lists, pricing, financial terms, business plans, trade secrets, and technical data.

The Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) limit disclosure to its employees, agents, or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein; and (c) implement reasonable security measures to protect Confidential Information. Confidential Information shall not include information that is or becomes public through no fault of the Recipient, or that the Recipient lawfully obtains from a third party without restriction.

Indemnification and Liability

Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims arising from the indemnifying Party's gross negligence, willful misconduct, or breach of this Agreement. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations, neither Party shall be liable for consequential, incidental, indirect, or punitive damages. The total aggregate liability of either Party for any claim arising under this Agreement shall not exceed the amounts actually paid by one Party to the other under this Agreement during the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, by personal delivery, certified mail (return receipt requested), or nationally recognized courier, and shall be deemed given upon receipt.

Governing Law; Dispute Resolution

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. The Parties shall attempt in good faith to resolve disputes promptly by negotiation between senior representatives. If the Parties cannot resolve a dispute within sixty (60) days, either Party may pursue any remedy available at law or in equity in the courts located in the chosen jurisdiction.

Amendment and Assignment

This Agreement may be amended only by a written instrument executed by authorized representatives of both Parties. Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes all obligations under this Agreement.

Entire Agreement

This Agreement, together with any exhibits or attachments signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Representations and Authority

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement, that the execution and delivery have been duly authorized, and that the signatory below is authorized to bind such Party to the terms of this Agreement.

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