Non-Circumvention Agreement Template

"Affiliate" means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with such person, where "control" means the power, whether by ownership of voting securities, by contract, or otherwise, to direct the management and policies of such person, and includes any person holding [percentage]% or more of the voting or economic interests in such person.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in [city/jurisdiction] are authorized or required to be closed.

"Confidential Information" means all non-public information, in any form or medium, disclosed by or on behalf of the Introducer to the Recipient, or otherwise obtained by the Recipient in connection with this Agreement, including the identity, contact details, business activities, needs, and requirements of any Introduced Contact, the terms of this Agreement, and any commercial, financial, or technical information relating to the Introducer or any Introduced Contact, but excluding information that the Recipient can demonstrate by written records falls within the exceptions set out in the section of this Agreement governing confidentiality.

"Deal" means any transaction, contract, agreement, arrangement, joint venture, investment, financing, purchase, sale, license, supply, engagement, or other business relationship, whether written or oral, and whether single or recurring, entered into or implemented between the Recipient (or any Related Party) and an Introduced Contact (or any of its Affiliates), including any amendment, extension, renewal, expansion, or replacement thereof.

"Deal Value" means the total gross consideration, in whatever form, paid, payable, or otherwise transferred or received by or on behalf of the Recipient or any Related Party under or in connection with a Deal, including fixed, variable, deferred, and contingent amounts, and the fair market value of any non-cash consideration, without deduction for taxes, costs, set-offs, or expenses.

"Introduced Contact" means any person, whether an individual, company, partnership, governmental body, or other entity, that is introduced, disclosed, or made known to the Recipient by or through the Introducer in connection with this Agreement, and that has been registered in accordance with the section of this Agreement governing registration, together with such person's Affiliates, successors, and assigns, and any officer, director, principal, or representative of any of the foregoing.

"Introduction" means any act by which the Introducer, directly or indirectly, discloses the identity or contact details of an Introduced Contact to the Recipient, or arranges, facilitates, or participates in any communication, meeting, or other contact between the Recipient and an Introduced Contact, whether in writing, orally, electronically, or in person.

"Introduction Date" means, with respect to each Introduced Contact, the date on which the first Introduction of that Introduced Contact to the Recipient occurs, as recorded in the applicable Introduction Notice.

"Introduction Notice" means a written notice, in the form and by the means contemplated by this Agreement, delivered by the Introducer to the Recipient identifying an Introduced Contact.

"Related Party" means, with respect to the Recipient, any Affiliate of the Recipient, any shareholder, director, officer, employee, agent, consultant, adviser, or representative of the Recipient or its Affiliates, any member of the immediate family of any individual among the foregoing, and any person acting on behalf of, in concert with, or for the benefit of any of them.

"Restricted Period" means, with respect to each Introduced Contact, the period commencing on the relevant Introduction Date and continuing for [number] years thereafter, together with any extension applicable to Pending Negotiations pursuant to the section of this Agreement governing the term and duration of restrictions.

"Pending Negotiation" means any discussion, negotiation, proposal, tender, term sheet, letter of intent, or other process between the Recipient (or any Related Party) and an Introduced Contact concerning a prospective Deal that has commenced and has not been concluded or expressly abandoned in writing as of the date on which this Agreement expires or is terminated.

In this Agreement, unless the context otherwise requires: headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; "including" means "including without limitation"; references to a section are to a section of this Agreement; references to a "person" include any natural person, entity, or governmental authority; and references to any agreement or document are to that agreement or document as amended or replaced from time to time. No provision shall be construed against the Introducer by reason of its having drafted or proposed such provision.

The Introducer may, at its sole discretion and from time to time during the term of this Agreement, make Introductions of persons to the Recipient for the purpose of enabling the Recipient to evaluate and, if the Recipient so elects, to enter into Deals with such persons in the field of [industry/subject matter] (the "Field").

Nothing in this Agreement obliges the Introducer to make any minimum number of Introductions, to continue any Introduction, or to introduce any particular person, and the Introducer retains the absolute right to make introductions of the same or similar persons to any other party.

The Recipient acknowledges that the relationships with and information concerning each Introduced Contact have been developed by the Introducer through substantial investment of time, effort, and expense, and constitute valuable proprietary assets of the Introducer.

The Introducer makes each Introduction solely for the purpose of permitting the Recipient to evaluate a potential Deal, and the Recipient shall not use any Introduction, or any information obtained through it, for any other purpose.

The Introducer does not warrant, represent, or guarantee the creditworthiness, performance, reliability, solvency, or suitability of any Introduced Contact, or that any Introduction will result in a Deal, and the Recipient shall bear sole responsibility for conducting its own due diligence and for its decision to enter into any Deal.

The Introducer is acting solely as an independent introducer and not as agent, partner, broker, fiduciary, or representative of the Recipient or of any Introduced Contact, and shall have no authority to bind either of them, nor liability for any Deal.

This Agreement is non-exclusive as to the Introducer, and shall apply to all Introductions made on or after the Effective Date, and to any Introduction made before the Effective Date that is identified in writing by the Introducer to the Recipient within [number] days after the Effective Date.

The Introducer shall identify each Introduced Contact to the Recipient by delivering an Introduction Notice in writing, which may be delivered by email to [Recipient email address], and which shall state the name of the Introduced Contact, the Introduction Date, and such other details as the Introducer in its discretion considers appropriate.

Where an Introduction is made orally or in person, the Introducer may confirm it by an Introduction Notice delivered within [number] Business Days thereafter, and the Introduction Date shall be the date of the oral or in-person Introduction, regardless of the date of such confirmation.

Unless the Recipient notifies the Introducer in writing within [number] Business Days of receipt of an Introduction Notice that it was already engaged in documented, bona fide, and continuous commercial dealings with the named person before the Introduction Date, and supplies reasonable written evidence thereof, such person shall be conclusively deemed an Introduced Contact, and the Recipient shall be deemed to have acknowledged that the Introduction originated with the Introducer.

Any pre-existing relationship asserted by the Recipient shall be proven by contemporaneous written records created before the Introduction Date, and the burden of proof shall rest exclusively upon the Recipient. A person excluded by the Introducer's written acceptance of such evidence shall not be an Introduced Contact.

The Recipient acknowledges and agrees that any person who approaches the Recipient, or whom the Recipient identifies, after an Introduction Date and who is an Affiliate, successor, parent, subsidiary, or principal of an Introduced Contact shall be treated as an Introduced Contact for all purposes of this Agreement.

The Introducer shall maintain a register of Introduced Contacts, and entries therein shall constitute prima facie evidence of the identity of Introduced Contacts and of the Introduction Dates, in the absence of manifest error.

The Recipient shall, upon written request, promptly confirm in writing its receipt of any Introduction Notice, but failure to do so shall not affect the validity of the Introduction or the registration of the Introduced Contact.

The Recipient irrevocably covenants that, during the Restricted Period applicable to each Introduced Contact, it shall not, and shall procure that no Related Party shall, directly or indirectly, enter into, negotiate, solicit, or conclude any Deal with such Introduced Contact except through, with the prior written consent of, and subject to the payment of Commission to, the Introducer.

The Recipient shall not, without the Introducer's prior written consent, directly or indirectly contact, communicate with, or solicit any Introduced Contact for the purpose of any Deal, other than through or together with the Introducer or in a communication in which the Introducer has been notified and invited to participate.

The Recipient shall not, directly or indirectly, circumvent, bypass, avoid, or obviate the Introducer, or attempt to do so, with the intention of depriving the Introducer of the Commission or other benefits to which it is entitled under this Agreement, including by structuring any Deal, or any series of transactions, so as to avoid or reduce the Deal Value.

The Recipient shall not use, disclose, or exploit any information regarding an Introduced Contact obtained through an Introduction in order to approach, interfere with, or establish a relationship with such Introduced Contact, or any person to whom such Introduced Contact is connected, outside the framework of this Agreement.

The Recipient shall promptly, and in any event within [number] Business Days, notify the Introducer in writing of any approach, inquiry, proposal, or communication received from, or any meeting or discussion with, an Introduced Contact relating to a potential Deal, and shall keep the Introducer reasonably informed of the status of any Pending Negotiation.

The Recipient shall not induce, encourage, or assist any Introduced Contact to terminate, reduce, or alter its dealings with the Introducer, or to contact or deal with any person in a manner that would defeat the purposes of this Agreement.

The Recipient acknowledges that the covenants in this section are reasonable in scope, duration, and subject matter, are necessary to protect the legitimate business interests of the Introducer, and are a material inducement for the Introducer to enter into this Agreement. The obligations in this section bind the Recipient only, and nothing in this Agreement restricts the Introducer from dealing with any person.

The Recipient shall not, whether acting alone or jointly with others, perform indirectly through any Related Party, nominee, intermediary, agent, broker, trust, corporate vehicle, or other third party any act that the Recipient is prohibited from performing directly under this Agreement.

The Recipient shall procure that each of its Affiliates and Related Parties who obtains knowledge of any Introduction or Introduced Contact is informed of the restrictions in this Agreement and complies with them as if it were a party hereto, and the Recipient shall be liable for any act or omission of such persons that would constitute a breach of this Agreement had it been committed by the Recipient.

The Recipient shall not disclose the identity or contact details of any Introduced Contact to any third party, including any Affiliate, unless such disclosure is expressly permitted in writing by the Introducer and the recipient of such disclosure has first agreed in writing to be bound by obligations no less protective of the Introducer than those in this Agreement.

If any Related Party or third party enters into a Deal with an Introduced Contact during the Restricted Period, and such Deal was made possible, facilitated, or influenced, directly or indirectly, by the Recipient or by information derived from an Introduction, such Deal shall be treated as a Deal of the Recipient for all purposes of this Agreement, including the payment of Commission.

The Recipient shall not form, acquire, or use any entity, or alter its corporate structure, ownership, or name, for the purpose or with the effect of avoiding the restrictions or payment obligations in this Agreement.

Where the Recipient merges with, is acquired by, or acquires another person, or assigns or transfers its business or any relevant part thereof, the obligations of this Agreement shall bind the successor or surviving entity, and the Recipient shall ensure that such successor assumes them in writing prior to completion.

Any Deal between an Introduced Contact and a person that, within [number] months before or after such Deal, becomes a Related Party of the Recipient shall be presumed to be subject to this Agreement unless the Recipient proves otherwise.

In consideration of the Introduction, the Recipient shall pay to the Introducer a commission (the "Commission") equal to [percentage]% of the Deal Value of each Deal entered into with an Introduced Contact, whether during or after the Restricted Period where the Deal arises from a Pending Negotiation or is otherwise subject to this Agreement.

The Commission shall be payable on each Deal, including every renewal, extension, expansion, repeat order, and follow-on transaction with the same Introduced Contact, concluded during the Restricted Period or arising from a Pending Negotiation, and on every payment of Deal Value received or made under such Deal, whether in a single payment or in installments, for the full life of the Deal, being [number] years from its conclusion [or: for the full life of the Deal].

The Commission shall accrue and become due on the date on which the Recipient or any Related Party receives or makes, as applicable, each payment or other consideration constituting Deal Value, irrespective of the date on which the Deal was executed.

Where any Deal Value consists in whole or in part of non-cash consideration, the Commission shall be calculated on the fair market value of such consideration as of the date of receipt, as agreed by the Parties or, failing agreement within [number] days, as determined by an independent valuer appointed by the Introducer and reasonably acceptable to the Recipient, whose costs shall be borne by the Recipient.

Where a Deal is made with an Introduced Contact in breach of this Agreement, the Commission shall be calculated at [percentage]% of the Deal Value, such rate being the higher rate agreed by the Parties as reflecting the Introducer's loss, without prejudice to the Introducer's remedies in respect of such breach.

All amounts payable under this Agreement shall be paid in [currency] in full, without set-off, counterclaim, deduction, or withholding, except as required by applicable law, in which case the Recipient shall pay such additional amounts as are necessary to ensure that the Introducer receives the full amount it would have received absent such deduction. All amounts are exclusive of any value added, sales, or similar taxes, which the Recipient shall bear in addition.

The Introducer's entitlement to Commission shall not be affected by the Recipient's failure to complete, perform, or collect upon any Deal, nor by any dispute between the Recipient and an Introduced Contact, save to the extent that the Deal Value is never actually received or paid.

The Recipient shall deliver to the Introducer, within [number] days after the end of each [calendar month/quarter], a written report stating, with respect to each Introduced Contact, all Deals entered into or in negotiation, the Deal Value received or paid, the Commission due, and such other information as the Introducer may reasonably request.

The Recipient shall pay the Commission due in respect of each reporting period to the account designated by the Introducer in writing, being [bank account details], within [number] days after the end of the relevant reporting period, and in any event within [number] days after the Introducer's written invoice or demand.

Any amount not paid when due shall bear interest from the due date until the date of actual payment at the rate of [percentage]% per [annum/month], or the maximum rate permitted by applicable law, if lower, accruing daily and compounded [monthly], and the Recipient shall reimburse all costs of collection, including reasonable legal fees.

The Recipient shall keep, and shall procure that each Related Party keeps, complete, accurate, and up-to-date books, records, and accounts relating to each Introduced Contact and each Deal, for not less than [number] years after the end of the Restricted Period or the conclusion of the Deal, whichever is later.

The Introducer or its designated representative or independent auditor may, upon [number] Business Days' written notice and not more than [number] times in any twelve-month period, inspect, audit, and copy such books, records, and accounts during normal business hours, in order to verify compliance with this Agreement and the accuracy of any report or payment.

If any audit reveals an underpayment of Commission, the Recipient shall pay the shortfall with interest in accordance with this section within [number] days. If the underpayment exceeds [percentage]% of the amount properly due for the audited period, the Recipient shall also bear the entire cost of the audit.

The Recipient shall ensure that its agreements with Related Parties and Introduced Contacts permit it to comply with the reporting and audit obligations in this section, and shall not assert any confidentiality obligation owed to a third party as a basis for refusing to provide the information required hereunder.

The Recipient shall hold all Confidential Information in strict confidence, shall use it solely for the purpose of evaluating Deals through the Introducer in accordance with this Agreement, and shall not disclose it to any person other than those of its directors, officers, and employees who need to know it for that purpose and who are bound by written confidentiality obligations no less protective than those in this Agreement.

The Recipient shall protect the Confidential Information with at least the same degree of care it applies to its own most sensitive information, and in any event no less than a reasonable degree of care, and shall promptly notify the Introducer in writing of any actual or suspected unauthorized use or disclosure.

The obligations in this section do not apply to information that the Recipient demonstrates by contemporaneous written records: (i) is or becomes publicly available through no act or omission of the Recipient or any Related Party; (ii) was lawfully known to the Recipient, free of any confidentiality obligation, before its disclosure by or on behalf of the Introducer; or (iii) is lawfully received from a third party under no obligation of confidentiality. Information regarding the identity of an Introduced Contact shall not be deemed within any such exception merely because it is available from public sources in fragmentary form.

If the Recipient is required by law, court order, or governmental authority to disclose any Confidential Information, it shall, to the extent lawful, give the Introducer prompt prior written notice, cooperate with the Introducer in seeking protective measures, and disclose only the portion legally required.

The existence and terms of this Agreement are Confidential Information and shall not be disclosed by the Recipient to any third party, save to its professional advisers bound by duties of confidentiality, or as required by law.

Upon the Introducer's written request, and in any event upon expiry or termination of this Agreement, the Recipient shall promptly return or destroy all Confidential Information in its possession or control, and certify such return or destruction in writing, save that nothing in this clause shall permit the Recipient to deal with an Introduced Contact otherwise than in accordance with this Agreement.

The obligations in this section shall continue during the term of this Agreement and for a period of [number] years thereafter, and, in respect of any Confidential Information constituting a trade secret, for so long as it remains a trade secret.

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with its terms, shall continue for an initial term of [number] years (the "Initial Term"), and shall thereafter renew automatically for successive periods of [number] years each unless either Party gives written notice of non-renewal not less than [number] days before the end of the then-current term.

The restrictions and covenants imposed on the Recipient with respect to each Introduced Contact shall apply from the relevant Introduction Date and shall continue throughout the Restricted Period, being [number] years from such Introduction Date, notwithstanding the expiry or earlier termination of this Agreement.

If, on the date on which this Agreement expires or is terminated for any reason, any Pending Negotiation exists with an Introduced Contact, the Restricted Period applicable to that Introduced Contact shall be extended, if necessary, until the later of the end of the Restricted Period and the date on which such Pending Negotiation is concluded in a Deal, or abandoned and notified in writing to the Introducer, and the Recipient's obligations, including payment of Commission, shall continue to apply to any Deal arising therefrom.

For the purposes of this Agreement, a Pending Negotiation shall be deemed to continue if, within [number] months after the expiry or termination of this Agreement, the Recipient concludes a Deal with the relevant Introduced Contact on substantially the same or similar subject matter as that under discussion.

The Restricted Period applicable to an Introduced Contact shall be tolled and extended for any period during which the Recipient is in breach of its covenants in respect of that Introduced Contact, so that the Introducer receives the full benefit of the Restricted Period.

Each Introduction creates a separate Restricted Period, and a later Introduction of the same Introduced Contact shall not shorten or replace any earlier Restricted Period but may, at the Introducer's election, commence a new Restricted Period running from the date of such later Introduction.

Either Party may terminate this Agreement for convenience by giving not less than [number] days' written notice to the other Party, provided that the Recipient may not terminate in a manner that would relieve it of any obligation arising prior to or after such termination in respect of any Introduced Contact.

The Introducer may terminate this Agreement with immediate effect by written notice if the Recipient: (i) breaches any covenant in the sections of this Agreement concerning non-circumvention, indirect dealings, or confidentiality; (ii) fails to pay any amount when due and does not remedy such failure within [number] days after notice; (iii) commits any other material breach that is not remedied within [number] days after notice; or (iv) becomes insolvent, enters bankruptcy, liquidation, or any analogous proceeding, or ceases to carry on business.

The Recipient may terminate this Agreement by written notice if the Introducer commits a material breach that is incapable of remedy or is not remedied within [number] days after written notice requiring its remedy.

Upon expiry or termination, the Introducer shall cease to make new Introductions, and the Recipient shall continue to be bound by all provisions of this Agreement that by their nature are intended to survive, in respect of every Introduced Contact introduced prior to such expiry or termination.

Expiry or termination shall not affect any rights, remedies, obligations, or liabilities of the Parties accrued up to the date thereof, including the Introducer's right to Commission on any Deal concluded or arising from a Pending Negotiation, or the continuing payment of Commission on Deal Value received after such date.

Without limitation, the following sections shall survive expiry or termination of this Agreement: those governing definitions and interpretation, non-circumvention covenants, indirect dealings, commission, reporting and audit, confidentiality, term and duration of restrictions, this section, representations and warranties, remedies, indemnification, limitation of liability, governing law and dispute resolution, and miscellaneous provisions.

Each Party represents and warrants to the other that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) it has full power and authority to enter into and perform this Agreement; (iii) this Agreement has been duly authorized, executed, and delivered by it and constitutes its legal, valid, and binding obligation; and (iv) its execution and performance of this Agreement does not conflict with any law, its constitutional documents, or any agreement binding upon it.

The Recipient represents, warrants, and undertakes to the Introducer that it is entering into this Agreement for business purposes, that it has not, as of the Effective Date, entered into any agreement or understanding with any Introduced Contact that would conflict with this Agreement, and that no Introduced Contact is already a party to any Deal with it, except as disclosed in accordance with this Agreement.

The Recipient represents and warrants that it has, and will maintain throughout the term and Restricted Period, the financial capacity and all licenses, permits, and approvals necessary to perform its obligations and to enter into Deals.

The Recipient represents and warrants that all information that it provides to the Introducer in connection with this Agreement, including all reports, shall be true, complete, and accurate in all material respects.

The Recipient represents and warrants that in connection with this Agreement and any Deal it shall comply with all applicable laws and regulations, including those relating to anti-corruption, anti-bribery, sanctions, export control, and anti-money laundering, and shall not make any improper payment to any person.

The Introducer represents and warrants only that it has the right to disclose the identity of each Introduced Contact to the Recipient. Except as expressly set out in this Agreement, the Introducer makes no other representation or warranty, whether express or implied, and all such representations and warranties, including as to merchantability, fitness for a particular purpose, or the outcome of any Deal, are excluded to the fullest extent permitted by law.

Each representation and warranty of the Recipient shall be deemed repeated on the date of each Introduction Notice and each Deal.

The Recipient acknowledges that a breach of the covenants in the sections of this Agreement concerning non-circumvention, indirect dealings, or confidentiality would cause the Introducer irreparable harm for which damages alone would be an inadequate remedy, and that the Introducer shall be entitled, in addition to any other remedy, to seek and obtain from a court of competent jurisdiction a temporary restraining order, preliminary and permanent injunction, specific performance, or other equitable relief requiring the Recipient to cease and desist from such breach, without proof of actual damage and without the necessity of posting any bond or other security, or, where a bond is required by law, upon a bond in the minimum amount permitted.

In the event of any breach of this Agreement by the Recipient, the Recipient shall pay to the Introducer damages for all losses suffered, including loss of Commission, loss of profit, loss of opportunity, and loss of business relationships, which the Parties agree shall include not less than the Commission that the Introducer would have received had the relevant Deal been concluded in compliance with this Agreement and had the higher rate specified therein applied.

Without prejudice to any other remedy, the Recipient shall account to and hold on trust for the Introducer, and shall pay over on demand, all profits, benefits, and consideration received by the Recipient or any Related Party from any Deal concluded in breach of this Agreement, to the extent such profits exceed the Commission otherwise payable.

The Recipient shall reimburse the Introducer on demand for all costs and expenses, including reasonable attorneys' fees, court costs, expert and investigative fees, incurred in enforcing this Agreement or in recovering any sum due, or in investigating any actual or suspected breach.

The Introducer shall be entitled to pursue any or all of the remedies in this section concurrently or successively, and no remedy shall be exclusive of any other remedy available under this Agreement or otherwise.

If any court determines that any covenant in this Agreement is unenforceable as drafted, the court shall be requested to modify such covenant to the minimum extent necessary to render it enforceable, and the Recipient agrees that such modification shall not affect the validity of the remaining provisions.

No failure or delay by the Introducer in exercising any right or remedy shall operate as a waiver, and the Introducer shall not be required to mitigate its losses before exercising any remedy hereunder to the extent permitted by law.

The Recipient shall indemnify, defend, and hold harmless the Introducer, its Affiliates, and their respective directors, officers, employees, agents, successors, and assigns (the "Indemnified Parties") from and against any and all losses, liabilities, damages, claims, demands, judgments, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or in connection with any breach of this Agreement by the Recipient or any Related Party.

The Recipient shall further indemnify the Indemnified Parties against any claim brought by any Introduced Contact or other third party arising out of or relating to any Deal, the Recipient's dealings with any Introduced Contact, or the Recipient's use of any information obtained from an Introduction, including any claim that the Introducer is responsible for the performance, non-performance, or misrepresentation made in connection with a Deal.

The Recipient shall indemnify the Indemnified Parties against any liability arising from the Recipient's violation of any applicable law or regulation, including anti-corruption, sanctions, or tax laws, in connection with this Agreement or any Deal.

The Indemnified Party seeking indemnification shall give the Recipient prompt written notice of any claim, provided that any delay shall relieve the Recipient only to the extent it is materially prejudiced thereby, and the Recipient shall assume the defense with counsel reasonably acceptable to the Indemnified Party.

The Recipient shall not settle any claim in a manner that imposes any liability or admission on, or restricts the rights of, any Indemnified Party without the Introducer's prior written consent, and the Introducer may participate in the defense at its own cost, or at the Recipient's cost if a conflict of interest exists.

The indemnification obligations in this section are in addition to any other remedy of the Introducer, are not subject to any limitation on liability applicable to the Introducer, and shall survive the expiry or termination of this Agreement.

To the maximum extent permitted by applicable law, the Introducer shall not be liable to the Recipient, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profit, revenue, business, goodwill, or anticipated savings, arising out of or in connection with this Agreement, any Introduction, or any Deal.

To the maximum extent permitted by applicable law, the aggregate liability of the Introducer to the Recipient arising out of or in connection with this Agreement shall not exceed [amount/currency] or the total Commission actually received by the Introducer under this Agreement in the [number] months preceding the event giving rise to the claim, whichever is lower.

The Introducer shall have no liability for any act, omission, representation, insolvency, default, or performance of any Introduced Contact, nor for the outcome, profitability, or legality of any Deal, nor for any reliance by the Recipient on any information provided in connection with an Introduction.

No limitation or exclusion in this section shall apply to the Recipient's liability for Commission, indemnification, breach of the covenants in the sections of this Agreement concerning non-circumvention, indirect dealings, or confidentiality, or for any liability that cannot be limited or excluded under applicable law, and the Recipient's liability in respect of such matters shall be unlimited.

The Recipient acknowledges that the limitations and exclusions in this section reflect a reasonable allocation of risk between the Parties, form an essential basis of the bargain, and are reflected in the Commission arrangements agreed.

Each Party shall take reasonable steps to mitigate any loss for which it may claim against the other, save that this obligation shall not limit the Introducer's rights under the section of this Agreement concerning remedies.

This Agreement and any dispute, claim, or controversy arising out of or in connection with it, including its formation, validity, interpretation, performance, breach, or termination, and any non-contractual obligations arising from or connected with it, shall be governed by and construed in accordance with the laws of [governing law jurisdiction], without regard to its conflict-of-laws principles.

Subject to the following clause, each Party irrevocably agrees that the courts of [city/jurisdiction] shall have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or in connection with this Agreement, and each Party irrevocably submits to the jurisdiction of such courts and waives any objection to venue or any claim of inconvenient forum.

Notwithstanding the preceding clause, the Introducer may, at its sole option, seek injunctive or other equitable relief, or enforce any judgment or order, in any other court of competent jurisdiction in which the Recipient or any Related Party is located, has assets, or conducts business, and the Recipient irrevocably submits to the jurisdiction of such courts for that purpose.

The Parties agree that disputes under this Agreement shall be resolved exclusively through court proceedings, and no Party shall be required to submit any dispute to arbitration or mediation as a precondition to commencing proceedings.

The Recipient irrevocably appoints [agent for service of process name and address] as its agent to receive service of process in the jurisdiction of the courts specified above, and agrees that service upon such agent, or in any other manner permitted by law, shall be effective service.

To the extent permitted by applicable law, each Party irrevocably waives any right to trial by jury in any proceedings arising out of or relating to this Agreement.

The prevailing Party in any court proceedings arising out of this Agreement shall be entitled to recover its reasonable legal fees and costs from the other Party, provided that where the Introducer is the prevailing Party, such recovery shall be in addition to any amounts payable under the section of this Agreement concerning remedies.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, understandings, representations, and agreements, whether written or oral, relating thereto. No Party has relied upon any statement not expressly set out in this Agreement.

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties, in the case of a waiver, by the Party granting it. No waiver of any breach shall be deemed a waiver of any subsequent breach.

The Recipient may not assign, delegate, transfer, or subcontract any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Introducer. The Introducer may freely assign or transfer this Agreement or any of its rights, including the right to Commission, to any Affiliate or successor to its business, or to any other person upon written notice to the Recipient. This Agreement shall bind and benefit the Parties and their respective successors and permitted assigns.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be enforced to the maximum extent permissible and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

Any notice under this Agreement shall be in writing and delivered by hand, by internationally recognized courier, or by email, to the address of the receiving Party set out in this Agreement or such other address as that Party notifies in writing, and shall be deemed received: if delivered by hand or courier, upon delivery; and if sent by email, upon transmission, provided no notice of delivery failure is received, and if outside business hours, on the next Business Day. The notice details are: for the Introducer, [address, email, attention]; for the Recipient, [address, email, attention].

Nothing in this Agreement creates any partnership, joint venture, agency, employment, or fiduciary relationship between the Parties. Except for the Indemnified Parties, who may enforce the provisions in their favor, no person other than the Parties shall have any right to enforce any term of this Agreement.

Neither Party shall be liable for failure to perform any non-monetary obligation, other than the obligations in the sections concerning non-circumvention, indirect dealings, and confidentiality, to the extent caused by events beyond its reasonable control. The Recipient's payment obligations shall not be excused by any such event.

This Agreement may be executed in any number of counterparts, including by electronic signature or exchange of signed copies in electronic format, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement. This Agreement is made in the English language, which shall prevail over any translation.