nReach Referral Agreement

REFERRAL AGREEMENT

This Referral Agreement ("Agreement") is made and entered into on , by and between:

NREACH: Fryburger Consulting, LLC. DBA nReach, an Ohio Limited Liability Company, Cincinnati, Ohio; ("NREACH"); and

COMPANY:

RECITALS

WHEREAS, COMPANY operates as an e-commerce solution provider that seeks business leads for additional client relationships, new customers, third-party partnerships, new sources of revenue or operations, acquisitions, and/or acquirers.

WHEREAS, NREACH provides a matchmaking referral service that helps businesses improve sales, marketing, operations, human resources, technology, and other areas of business growth.

WHEREAS, COMPANY believes NREACH has the qualifications, experience, business relationships, and abilities to provide business referral services to COMPANY. COMPANY is hiring NREACH to identify potential opportunities for a fee or otherwise, and NREACH is agreeable to providing such services to COMPANY according to the terms herein.

WHEREAS, Parties wish to set forth the terms and conditions under which NREACH provides specifically qualified business leads ("Referrals") of COMPANY's representative business opportunities to COMPANY for a fee ("Referral Fee") on a mutually non-exclusive basis ("Referral Services") which creates a confidential relationship and trust obligation, and clearly defines the rights and obligations of the Parties herein.

NOW, THEREFORE, in consideration given of the mutual promises and agreements set forth herein, the Parties agree to the following terms and conditions of services:

Referral Services. The Referral Services shall be performed as follows:
1. NREACH Duties.
  1. NREACH shall provide COMPANY with a meaningful explanation of NREACH Referral Services, process, requirements, Referral Fees, and this Agreement.
  2. NREACH shall attempt to identify, assess, match, and introduce COMPANY to new Referrals of business clients, partnerships, acquisitions (acquiring or being acquired), resources, business relationships, and other opportunities at COMPANY's direction.
  3. NREACH will perform phone, online conference, and email communication between NREACH, COMPANY, and prospective Referrals in order to identify, assess, and match opportunities.
  4. NREACH will perform introductions between COMPANY and third parties sufficient to provide NREACH's Referral Services
2. COMPANY Duties.
  1. COMPANY shall provide NREACH with all current status, background, efforts, status, issues, conflicts, or disqualifications known to a COMPANY prospective or successful Referral, proactively and on NREACH's request.
  2. COMPANY shall communicate with NREACH and the Referral with timely answers and feedback to set up and attend meetings and otherwise act in good faith.
  3. COMPANY agrees to not directly engage or form a separate agreement with any third-party services relating to the Purpose and this Agreement, the introduction of which referrals resulted from NREACH services, recommendations, research, or communication.
3. Referral Services Process. NREACH acknowledges and agrees that for a Referral to qualify as a commissionable Referral, the following must have occurred:
  1. Referral Identification and Referrals. NREACH agrees to use commercially reasonable efforts to identify Referrals to COMPANY whom, in NREACH's sole opinion, NREACH identifies as a potential client relationship, third-party agency partnership, acquisition, or another source of revenue, or Referral of COMPANY Services. NREACH agrees to provide its Referral Services in a diligent, professional, and effective manner to provide the Referrals.
  2. Submission of Proposed Referrals. NREACH shall identify each potential Referral via an emailed introduction, including a summary of the opportunity and contact information between parties. NREACH shall supply any additional information reasonably requested and discuss each potential Referral in detail with COMPANY. If COMPANY accepts the Referral as valid, this email serves as the date and record of the establishment of NREACH as the official source of the commissionable Referral. Other documentation methods may be requested by both Parties as deemed necessary.
  3. Acceptance of Proposed Referrals. Following submission of a proposed Referral, COMPANY shall review and accept or reject the proposed Referral. COMPANY will provide NREACH with email notification of its acceptance or rejection of a proposed Referral. COMPANY will be under no obligation to accept any proposed Referral submitted by NREACH and may reject or decline to accept a proposed Referral, for any reason or no stated reason, without incurring any liability to NREACH.
  4. Introduction to Proposed Referrals. NREACH must have actively introduced the Referral to a COMPANY sales contact via an NREACH introductory email to both COMPANY and the prospective Referral. This email shall be considered the procuring cause that set into motion the chain of circumstances that led to the relevant business. To entitle NREACH to a commission, it is sufficient that the business transaction evidenced by an executed agreement between COMPANY and the referred party was achieved through NREACH’s agency as its procuring cause. NREACH agrees to provide COMPANY with names, contact information, and communications conducted in the course of providing the Referral Services and assist COMPANY in making contact with the proposed Referral by arranging an introduction, meeting, conference call, or other means of communication with the Referral.
  5. Control of Referral Services. COMPANY, the payor, may direct the Referral Services and retains the right to accept or reject any and all NREACH services at any time in its sole discretion, but COMPANY will have no right to, and shall not, control or determine the time, manner or method of NREACH’s conducting the Referral Services. NREACH understands and agrees that it has no authority (actual or apparent) to bind COMPANY, and all decisions related to the acceptance of Referrals shall be made by COMPANY at its sole discretion. NREACH will not engage in negotiations on behalf of COMPANY or any referred third party. Nor will NREACH provide any person or entity with Confidential Information that may be used as a basis for such negotiations. NREACH will have no responsibility for nor will NREACH make recommendations concerning the terms, conditions, or provisions of agreements between COMPANY and any Referral, including the manner or means of consummating the transaction.
    A Referral qualifies for a Referral Fee if:
    1. NREACH directly introduces COMPANY to the referral via email.
    2. The Referral results in an executed agreement between COMPANY and the referred party.
4. Compensation. NREACH, the payee, shall be paid a Referral Fee by COMPANY, the payor, under the following terms and conditions of this Agreement:
  1. Amount of Referral Fees. COMPANY shall pay NREACH Referral Fees based on the compensation schedule in the APPENDIX (ref.) of this Agreement from each accepted Referral introduced to COMPANY by NREACH pursuant and that subsequently enters into an executed agreement for COMPANY. The type and amount of Referral Fees depend on the NREACH service performed.
  2. Payment of Referral Fees. Referral Fees shall be paid promptly on completion of business transactions with Referrals or by the 15th (fifteenth) calendar day of each month following the month in which payment was received. One-time Referral fees shall be due within 15 days of the completion of the service purchase, acquisition, or other one-time transactions. Completion or termination of service, including company acquisition, requires full payment of all remaining Referral Fees within 30 days.
    1. Payment Method Payment of Referral Fees to NREACH shall be sent electronically, the method of which will be arranged and agreed upon by both Parties before the deadline for the first Referral Fee payment to NREACH. All fees and expenses payable hereunder shall be paid in $USD. NREACH will issue no payment refunds unless both Parties agree in writing. Payment questions may be referred to accounting@nreach.com.
  3. Reporting of Referral Fees COMPANY will provide supporting financial documentation showing in reasonable detail the calculation of all Referral Fees earned under this Agreement upon NREACH's request. COMPANY agrees to share any resulting third-party contracts resulting in or related to a successful Referral resulting in a new COMPANY client or acquisition, including payment terms. COMPANY agrees to provide NREACH with names, contact information, and communications conducted in the course of providing the Referral Services promptly upon COMPANY 's request for the same.
Term of Agreement. This Agreement shall become effective as of the last signature date ("Effective Date") indicated below and represents the terms and conditions under which COMPANY, the payer, shall pay NREACH, the payee, for qualifying Referral Services. The "Effective Date" of this Agreement is the date it is accepted by an authorized representative of COMPANY. The duration of this Agreement ("Term") will begin on the Effective Date and will remain in full force and effect indefinitely unless terminated by written consent of the Parties. This Agreement shall only terminate after all obligations of the Parties hereto with respect to this Agreement have been satisfied, and all Referral Fees payments have been indefeasibly paid in full, and all other debts have been paid or discharged; provided, however, that all indemnities of COMPANY contained in this Agreement (including, without limitation, Appendix hereto) shall survive and remain operative and in full force and effect regardless of the termination of this Agreement. Additional service-specific terms may be outlined in the APPENDIX (ref.)
Confidentiality. To ensure that each Party's interests and proprietary rights in its Confidential Information are protected and retained in trust and confidence by the other Party, the Parties hereto wish to discuss certain products or services relating to, but not limited to, e-commerce processes, technology, development, marketing, designs, data, documentation, proposed or existing business plans and business, customer, partner, supplier information, for use in business development (the "Authorized Purpose"). Both Parties may wish to disclose certain “Confidential Information” relating to the Authorized Purpose. During discussions, the Parties may disclose to the other certain confidential technical and business information that the disclosing Party desires the receiving Party to identify as confidential.
1. Definition of Confidentiality. As used in this Agreement, Confidential Information means any information (including without limitation documents, computer data, or oral communications) disclosed by either Party to the other Party, either directly or indirectly, (a) in writing and marked as confidential or similar designation at the time of disclosure; or (b) in any other manner or media if it is identified or marked as confidential upon disclosure, or (c) in any other manner or media if it is identified as confidential upon disclosure and is designated as confidential in writing delivered to the Recipient within thirty (30) days after disclosure.
  1. As used in this Agreement, Confidential Information refers to any information that has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of COMPANY, or (ii) non-technical information relating to COMPANY's products including, without limitation, pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans, and any other information which is proprietary and confidential to COMPANY. Confidential Information may include information disclosed to a receiving Party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third party without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the receiving Party without the use of or reference to the disclosing Party's Confidential Information, as shown by documents and other competent evidence in the receiving Party's possession.
  2. In and for valuable consideration, COMPANY hereby agrees that NREACH may introduce (whether by written, oral, data, or other forms of communication) COMPANY to one or more opportunities, including, without limitation, existing or potential investors, lenders, borrowers, trusts, natural persons, corporations, limited liability companies, partnerships, unincorporated businesses, sole proprietorships, and similar entities. COMPANY further acknowledges and agrees that the identity of the subject opportunities and all other information concerning an opportunity (including, without limitation, all mailing information, phone numbers, email addresses, and other contact information) introduced hereunder shall be identified as confidential information by COMPANY, its affiliates, officers, directors, shareholders, employees, agents, representatives, successors and assigns. COMPANY shall not use such information except in the context of any arrangement with NREACH in which NREACH is directly and actively involved, and never without NREACH's prior written approval. Both parties understand and agree to certain confidentiality and non-disclosure terms regarding any business for sale and agree not to disclose the URL or other identifying information of any eligible businesses outside of both Party’s process and procedure.
2. Term of Confidentiality. A Recipient's duty to protect the Confidential Information disclosed under this Agreement expires three (3) years from the date of receipt of Confidential Information (the "Confidentiality Term"). Upon the expiration or termination of this Agreement, the obligations of each Party shall survive with respect to Confidential Information of the other Party disclosed hereunder until such time as the respective Confidential Information becomes publicly known and generally made available through no action or inaction of the receiving Party or until three (3) years after the date of initial disclosure of such Confidential Information to the receiving Party hereunder ("Confidentiality Period"), whichever occurs sooner. For the avoidance of doubt, upon the termination of this Agreement, each Party's obligation to keep the Confidential Information of the other Party confidential for the Confidentiality Period shall apply even in the event that one Party is acquired or merged by or into a third party, and such third party shall have the right to enforce this obligation as a third-party beneficiary.
3. Legally Compelled Disclosure. In the event the receiving Party is required to disclose the disclosing Party's Confidential Information pursuant to a valid order by a court or other governmental body, or as otherwise required by law, prior to any such compelled disclosure, the receiving Party will (i) notify the disclosing Party of the legal process, and allow the disclosing Party to assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (ii) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. If such protection against disclosure is not obtained, the receiving Party will be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure.
4. Third-Party Disclosure. COMPANY understands that NREACH must share COMPANY information with third-party providers to perform its services for COMPANY. NREACH is permitted to share COMPANY information with third parties only on a need-to-know basis and only after (1) having entered into mutual non-disclosure agreements (NDA) with any such third parties; (2) having identified such identifying such third parties to COMPANY and provided COMPANY with the opportunity to enter into a separate mutual NDA with them. Thereafter, COMPANY will clear NREACH to share COMPANY information with the particular third party and will not hold NREACH liable for sharing such information with that party in pursuit of the Authorized Purpose.
5. Non-use and Non-disclosure. The receiving Party shall not use any of the disclosing Party's Confidential Information except for the Authorized Purpose for which it was disclosed as or as otherwise explicitly authorized and instructed by authorized personnel of the disclosing Party. Each Party agrees to use any Confidential Information of the other Party solely for the Authorized Purpose and not for any third party's benefit. Each Party agrees to limit disclosures of Confidential Information of the other Party to those employees of the receiving Party who are required to have the information to evaluate or engage in discussions regarding the Authorized Purpose. Each Party agrees that it will not disclose any of the Confidential Information to any third party without the express written consent of the disclosing Party. Neither Party shall reverse engineer, disassemble, or decompile any of the Confidential Information of the other Party or any of the prototypes, software, or other tangible objects which embody the Confidential Information of the other Party and which are provided to the Party hereunder.
6. Maintenance of Confidentiality. Each Party agrees that it will exercise reasonable precautions and take reasonable measures to protect the secrecy of and avoid disclosure to others of Confidential Information received from the other Party, including assurance that the Confidential Information will be disclosed to only those of its employees who have a need to know it for the purposes contemplated by this Agreement and that any of its employees to whom such Confidential Information is disclosed are subject to an obligation to retain such information in confidence. NREACH is relying on COMPANY's assent to these terms and their intent to be bound by the terms by evidence of their signature. Without such agreement to these terms, neither party would introduce any opportunity or disclose any confidential information to COMPANY as herein described. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Neither Party shall make any copies of the Confidential Information of the other Party unless the same is previously approved in writing by the other Party. Where needed, each Party shall reproduce the other Party's proprietary rights notices on any such authorized copies in the same manner in which such notices were set forth in or on the original. The Parties further agree that neither this Agreement, nor any related agreement, nor the fact that either Party is working with the other on the Authorized Purpose, or disclosure or use of Confidential Information, shall be disclosed to any third party without the prior written consent of the non-disclosing Party.
7. No Warranty. All Confidential Information Is provided "as is." Each Party makes no warranties, express, implied or otherwise, regarding its accuracy, completeness, or performance, non-infringement of third-party rights, or its merchantability or fitness for a particular purpose.
8. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which either Party has disclosed to the other Party, and all copies thereof which are in possession of the other Party, shall be and remain the property of the disclosing Party and shall be promptly returned to the disclosing Party upon the disclosing Party's written request or upon the termination of this Agreement. At any time upon the disclosing Party's request, the receiving Party shall surrender to the disclosing Party all documents, prototypes, and samples that it may have received from the disclosing Party, including all copies thereof, and it will destroy any documents which it may have made which describe or disclose any such Confidential Information, or delete all Confidential Information therefrom, except that one copy may be retained by the receiving Party in a restricted file in its legal department to ensure compliance herewith.
Indemnification. This Agreement shall encompass claims resulting from any actions that may give rise to a claim against each Party.
1. The Parties, executors, administrators, attorneys, and assigns hereby unconditionally and irrevocably release, waive and forever discharge each Party and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of each Party and its affiliates, parents, successors, predecessors, and subsidiaries, from any and all causes of action, claims, and damages, including attorney fees, whether known or unknown, foreseen or unforeseen. (“Claims”), asserted, filed, or alleged by third parties as a result of a breach or other violation by the indemnifying party of any warranty, provision, or covenant of this Agreement. Each Party will indemnify the other from any and all claims, actions, and judgments, including all costs of defense and attorney fees incurred in defending against Claims arising from and related to the other Party’s services.
2. Neither Party assumes liability in contract, tort, strict liability, or otherwise, which exceeds the amount paid to NREACH by COMPANY pursuant to this Agreement, nor shall either Party be liable for any indirect, special, or consequential damages. Each Party shall indemnify, defend, release, and hold harmless the other Party from and against any action, claim, court cost, damage, demand, expense, liability, loss penalty, proceeding, or suit, together with related attorney fees and costs (collectively "Claims") for misrepresentations made under this or related to this Agreement damage to property or personal injuries, including death, as a result of an intentional or negligent act or omission on the part of the indemnifying Party in connection with the performance of this Agreement. Neither Party shall be liable to the other Party for any damage by or from any act or negligence of any third-party services or software. COMPANY understands that NREACH does not guarantee, nor cannot control, the delivery of third-party services, and neither shall be liable for any loss, injury, or damage to person or business resulting in whole or in part from third-party services. Neither Party assumes nor accepts any liability to the other or its customers with respect to the quality or sufficiency of any results achieved by the use of the services contemplated herein or the related work product furnished to COMPANY.
3. NREACH services do not constitute a solicitation, recommendation, endorsement, or offer by NREACH or any third-party service provider to buy or sell any securities or other financial instruments in this or in any other jurisdiction in which such solicitation or offer would be unlawful under the securities laws of such jurisdiction.
4. NREACH represents that it is not a licensed securities dealer and that this agreement is not intended for the purpose of buying, selling, or trading securities. Nothing on the website constitutes professional and/or financial advice, a broker-dealer relationship, or any advice requiring a professional license. NREACH Referral Services do not constitute a comprehensive or complete statement of the matters discussed or the law. NREACH is not a fiduciary by any person's use of or access to the website, email, or other content. COMPANY alone assumes the sole responsibility of evaluating the merits and risks of using any information, discussions, or other content before making any decisions based on such information. COMPANY agrees not to hold NREACH, its affiliates, or any third-party service provider liable for any possible claim for damages arising from any decision COMPANY makes based on information made available to COMPANY through NREACH's phone, email, website, or other communication. COMPANY acknowledges that NREACH is being retained solely as an independent contractor and not as an attorney, accountant, human resources, or other regulated professional service. Buyer agrees to seek professional advice concerning the condition of legal, accounting, hiring, and other professional service matters. It is understood that this Agreement provides for the rendering of services by NREACH for Referral Services only, as described herein, and does not include the rendering of any other services, including due diligence services.
5. Nothing in this Agreement will be construed to make NREACH or COMPANY or their respective agents or representatives liable to persons, not parties hereto. Nor will anything herein be construed as, or be deemed to create, any rights or remedies in any third party.
Non-Circumvention. COMPANY agrees its officers, directors, agents, associates, and any related parties will not, directly or indirectly, contact, deal with, or otherwise become involved with any entity or any other entities or parties introduced, directly or indirectly, by or through COMPANY, its officers, directors, agents or associates, for the purpose of avoiding the Referral Fee payment to NREACH of fees, equity, or otherwise, without the specific written approval of NREACH. If such circumvention occurs, NREACH shall be entitled to immediate reimbursement of any past, current, and future commissions due pursuant to this Agreement or Referral Fees relating to such transaction.
Remedies. Each Party agrees and acknowledges that any breach of this Agreement may cause irreparable harm to the other Party for which monetary damages may be inadequate. Accordingly, the harmed Party may be entitled to injunctive or other equitable relief to remedy any threatened or actual breach of this Agreement by the other Party. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the said dispute, claim, question, or disagreement. To that end, they shall consult and negotiate in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution. If they do not reach a solution within a period of sixty (60) days following written notice by either Party to the other or thirty (30) days after mutual efforts seeking resolution began, whichever is the latter, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with the provisions of its Commercial Arbitration Rules including where appropriate the International Arbitration Supplementary Procedures. Two arbitrators shall be selected, one by each Party, who shall then select a third arbitrator to comprise an arbitration panel. The arbitration panel shall conduct the arbitration in Cincinnati, Ohio, under the then-current rules and supervision of the AAA/ICDR. The arbitration panel will have the authority to award monetary damages but may not award punitive or exemplary damages or injunctive relief. Reformation of this Agreement relating particularly to prospective obligations of either Party, from and after the date the matter is arbitrated, shall be within the powers of the panel. The decision and award of the arbitration panel will be final and binding and may be entered in any court having jurisdiction. This agreement shall be interpreted under the laws of the State of Ohio. Except as required by law, neither a Party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of (all/both) Parties.
Non-Exclusive Agreement. Each Party acknowledges that this Agreement does not create an exclusive agreement between the Parties. Each Party shall have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties. This non-exclusive Agreement includes all business opportunities, leads, and Referrals without the prior written consent of (all/both) Parties.
No Obligation. Nothing herein shall obligate either Party to proceed with any transaction between them. Each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity. Nothing in this Agreement shall be deemed to constitute a joint venture. or partnership, or any other agreement, business, financial, or otherwise between the Parties hereto
Termination.
1. For Convenience. Either Party may terminate this Referral Agreement upon thirty (30) days written notice to the other Party for any reason or cause. Any commissions earned and/or due to NREACH from COMPANY shall be paid to NREACH in accordance with Section 2 of this Referral Agreement.
2. For Cause or Breach. Either Party may terminate this Agreement upon ten (10) days written notice to the other Party in the event of a breach of any provision of this Agreement by the other Party, provided that, during the ten (10) day period, the breaching Party fails to cure such breach. If NREACH has referred to COMPANY a commissionable Referral prior to COMPANY's termination of this Agreement for breach or other cause, COMPANY shall pay NREACH in accordance with Section 2 of this Agreement but only for Referrals provided to COMPANY that have been submitted, accepted by COMPANY and have been introduced to the Referral contact(s) via email, as outlined in Section 2 of this Agreement, prior to the date of termination by written notice.
3. Bankruptcy. Either Party may terminate this Referral Agreement if the other Party becomes insolvent, makes any assignment for the benefit of creditors, goes into liquidation, or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code, or any similar statute. Upon termination of this Referral Agreement by COMPANY upon thirty (30) days written notice, COMPANY shall have no obligation to pay NREACH any commission as of the date of the termination.
License. Subject to this Agreement and its terms, COMPANY hereby grants to NREACH a free, non-exclusive, non-transferable, and revocable license ("License") to promote COMPANY and COMPANY solutions to Referrals and to use COMPANY trademarks, logos, and URLs provided by COMPANY and associated sales or marketing materials, language or code for the sole purpose of promoting COMPANY and achieving the Referral Services for the Term of this Agreement only. Both Parties will determine whether a press release, social media posting, or other announcements of the Parties' relationship or success is warranted. Both Parties agree to reasonably cooperate as necessary to effectuate any such mutual press. Both parties must approve press releases, announcements, and marketing materials mentioning either Party. Both parties with respect to this Agreement or their business relationship. Each Party shall have sole authority to approve the use of its name in any marketing or other materials submitted to any public source. Neither Party shall unreasonably withhold its approval. The License to use the licensed marks granted herein is subject to updates from time to time by COMPANY at its sole discretion. Each Party agrees nothing contained herein shall be construed as granting or implying any transfer of rights, patents, trademarks, intellectual property, or any other intellectual property pertaining to Confidential Information. Each Party acknowledges that the Confidential Information is, and at all times will be, the disclosing Party's sole property, even if suggestions made by a receiving Party are incorporated into the Confidential Information. Neither Party obtains any rights, by License or otherwise, in the other Party's Confidential Information. Neither Party solicits any change in the other Party's organization, business practice, service, or products, nor may the disclosure of the Confidential Information not be construed as evidencing any intent by a Party to purchase any products or services of the other Party or as an encouragement to expend funds in development or research efforts. The Confidential Information may pertain to prospective or unannounced products. Neither Party may use the other Party's Confidential Information to develop or have a third party develop a competing or similar plan or undertaking. COMPANY agrees that NREACH may include COMPANY's name and logo in NREACH customer lists or related marketing and promotional material, including NREACH's public website, and during conversations with third parties for the purposes of business development. COMPANY may revoke this License at any time by giving NREACH thirty-day (30) written notice (including via email).
Survival. Sections 1, 4, 5, 6 & 8 are severable and survive the termination of this Agreement. Further, all other provisions that logically ought to survive shall survive the termination of the Agreement, regardless of the reason for termination. This Agreement will be binding upon the Parties' heirs, executors, administrators, and other legal representatives, successors, and assigns.
Notices, Communications, and Electronic Signatures. In accordance with the Uniform Electronic Transaction Act (UETA) and the Electronic Signatures in Global and National Commerce Act, or ESIGN (the Act), and other applicable local or state legislation regarding Electronic Signatures and Transactions, the Parties do hereby expressly authorize and agree to the use of electronic signatures, by utilizing a digital signature service, as an additional method of signing this Agreement hereunder. Both Parties agree to be bound by any affirmation, assent, or agreement transmitted on or through the website, email, or any other aspect of that party’s services accessed by computer or other electronic devices, including internet, telephonic, and wireless devices, including but not limited to any consent to receive communications from the other solely through electronic transmission. Both Parties agree that by clicking on a “Submit” or “I Agree” or other similarly worded ‘button’ or entry field with a mouse, keystroke, or other devices, the agreement or consent will be legally binding and enforceable, and the legal equivalent of a handwritten signature.
Disparagement. From the date hereof through the referral period, or for one year after termination of this agreement, whichever is later, neither Party shall not at any time, in any way or to any person, denigrate or derogate the other company, or any officer, director, manager or employee, or any product or service or procedure, whether or not such denigrating or derogatory statements shall be true. A statement shall be deemed denigrating or derogatory to the other party if it adversely affects the regard or esteem in which the other is held by existing or potential customers, clients, suppliers, investors, lenders, licensing, rating, or regulatory entities.
Warranties. Each Party warrants that it is a corporation or other business entity duly organized, validly existing, and in good standing under the laws of the State or Country of its incorporation or domicile and has the full and unrestricted power and authority to execute and deliver the Agreement and to carry out the transactions and obligations contemplated hereby, that all required corporate approvals and authorizations have been obtained, and that, upon signature by its authorized representative listed below, this Agreement shall have been duly executed and be legally binding upon the respective Party in all respects. Both parties warrant that their agreement to this Agreement and the performance of any work and delivery of any services will not conflict with or violate any commitment, agreement, or understanding either Party has or will have with any other person or entity, and there is nothing that will prevent performing its obligations under the terms and conditions imposed on it by the Agreement. The Parties represent and warrant that this Agreement has been duly authorized and constitutes a valid obligation, binding and enforceable in accordance with the terms hereof.
Disclaimer of Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitations of Liability. EXCEPT FOR BREACHES OF SECTIONS 3 (CONFIDENTIALITY), NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT FOR BREACHES OF SECTION 4. (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY'S LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE SUM OF PAYMENTS PAID AND OWED BY COMPANY TO NREACH. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THIS SECTION IS SEVERABLE AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
Miscellaneous.
1. Independent Contractor. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the Parties. NREACH and COMPANY are independent contractors with respect to one another under the terms of this Agreement. Neither Party shall have the authority to legally bind the other Party to any contract, proposal, or commitment or to incur any debt or create any liability on behalf of the other;
2. Force Majeure. Neither Party shall be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event.
3. Notice. The Parties agree that all notice of demand, offer, request, or other communication required or permitted to be given by either Party may or must be issued under the provisions of this Agreement shall be delivered by email. Notices to NREACH shall be directed to support@nreach.com. Notices to COMPANY shall be directed to the contact information provided. All notices shall be effective the next business day after sending.
4. Assignment. This Agreement shall inure to benefit and bind the Parties hereto, their successors and assigns, but neither Party may assign this Agreement without the written consent of the other, except such consent is not required to the successor of all or substantially all of the assignor's business or assets.
5. Headings. The headings of the Sections of this Agreement are intended for convenience only and will not affect the intent, scope, or meaning of any provision of this Agreement.
6. Governing Law. This Agreement shall be governed in accordance with the laws of the State of Ohio and any controlling federal law of the United States of America, without reference to conflict of laws principles.
7. Integration. This document and any attachments contain the entire Agreement between the Parties with respect to the subject matter hereof. Neither Party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. In case anyone or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions of this Agreement, this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. No waiver by either Party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by either Party of any right under this Agreement shall be construed as a waiver of any other right. Parties shall be required to give notice to enforce strict adherence to all terms of this Agreement. This Agreement may be amended, superseded, or canceled, or any obligation or terms hereof may be waived only by a written instrument signed by a Party or its representative. All communication under this Agreement shall be in English.
8. Privacy. NREACH is 100% compliant with the GDPR data protection regulation. Please refer to NREACH’s Privacy Policy, Email Policy, Cookie Policy, and the Terms and Conditions posted on the NREACH website to learn how NREACH may collect, keep, and process private information in accordance with these laws.
9. Environmental Disclaimer. Please consider the environment before printing this document.
10. Copyright. The contents of this document may be protected by copyright law. Any authorized use or disclosure of its contents or attachments is strictly prohibited. This information may not be republished, sold, or used in any other form without the written consent of Fryburger Consulting, LLC. DBA NREACH is an Ohio Limited Liability Company, Cincinnati, Ohio, registered in the United States of America.

APPENDIX

Acquisition Referral Fee – referral of COMPANY to acquirers (4%)

Compensation.

Acquisition Referral Fee: To which COMPANY desires to be acquired by an entity (“acquirer”) purchasing all of the membership interests, NREACH, the payee, shall be paid a 4% flat percentage success fee by COMPANY, the payor, under the following terms and conditions of this Agreement. A qualified Acquisition Referral is introduced to COMPANY by NREACH pursuant to and subsequently enters into an executed acquisition agreement. COMPANY shall pay NREACH an amount equal to 4% of the fair value price paid at the time of acquisition ("Acquisition Cost”), the “Acquisition Referral Fee”. The Acquisition Referral Fee shall not include a percentage of any future equity, deferrals, future commissions, or similar consideration beyond the deal price value at the time of the acquisition.
Term of Referral Fees. The duration shall be a one-time payment due on signing an Acquisition agreement, and COMPANY receives payment. All Referral Fees shall survive the termination of the Agreement, regardless of the reason for termination. COMPANY agrees to pay all remaining Referral Fees across all accepted Acquisition Referrals.

Services Referral Fee – referral of COMPANY services for hire (10%)

Compensation.

Services Referral Fees: To which COMPANY desires NREACH to provide Referrals, COMPANY shall pay NREACH an amount equal to 10% of Gross Income ("Gross Income," "Income") received by COMPANY, the payer, from each proposed Referral who is introduced to COMPANY by NREACH pursuant and that subsequently enters into an executed agreement with COMPANY. “Gross Income” is the aggregate net client fees, fixed or variable, one-time or recurring, performance-based compensation, or other aggregate revenue COMPANY realized from the Referral. COMPANY agrees to calculate fees on the total transaction Gross Income and not to deduct any additional marketing, sales, or operational costs.
Term of Referral Fees. The duration shall be limited to two years of payments from a client who remains active and generating Gross Income for COMPANY, or as long as any Referral fees or other fees or payment is due to NREACH. All Referral Fees due within the two-year term shall survive the termination of the Agreement, regardless of the reason for termination. COMPANY agrees to pay all remaining Referral Fees across all accepted service Referrals.

ATTENTION! THE PRECEDING TERMS AND CONDITIONS WILL BE LEGALLY BINDING UPON YOUR SIGNATURE OF THIS AGREEMENT. BY SIGNING, YOU ARE REPRESENTING THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON YOUR COMPANY'S BEHALF (OR OTHER LEGAL ENTITY). IF YOU DO NOT HAVE SUCH AUTHORITY OR DISAGREE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN, DO NOT SIGN.

IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives as of the Effective Date:

NAME: Chris Fryburger

TITLE: Founder

COMPANY: Fryburger Consulting, LLC. DBA nReach

EMAIL: chris@nreach.com

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Signed by Chris Fryburger
Signed On: December 16, 2024

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December 16, 2024 4:20 pm EST

nReach Referral Agreement Uploaded by Chris Fryburger - chris@nreach.com IP 74.215.54.194