This Agreement ("Agreement") is made and entered into as of [DATE], by and between [YOUR COMPANY NAME], a [STATE] corporation with a principal place of business at [YOUR ADDRESS] ("Agency"), and [CLIENT NAME], a [CLIENT ENTITY TYPE] with a principal place of business at [CLIENT ADDRESS] ("Client").

WHEREAS, Agency desires to provide certain business agency services to Client, and Client desires to engage Agency for such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

Agency Services

Agency agrees to provide Client with the following business agency services (collectively, the "Services"):

• [List specific agency services offered, e.g., business partner identification, lead generation, negotiation assistance, etc.]

The specific scope of the Services will be further defined in a mutually agreed upon Statement of Work ("SOW") attached hereto as Exhibit A and incorporated by reference. Agency reserves the right to modify the Services upon reasonable notice to Client, provided such modifications do not materially alter the scope of the Services.

Agent Accountability

Agency agrees to act in Client's best interests and in a professional and ethical manner throughout the term of this Agreement. Agency shall use commercially reasonable efforts to achieve the objectives outlined in the SOW.

Commission

Client agrees to pay Agency a commission of [PERCENTAGE]% of the total value of any [TYPE OF TRANSACTION, e.g., contract, sale] secured by Agency for Client. Commission shall be payable upon [TRIGGER FOR PAYMENT, e.g., full execution of contract, receipt of payment].

Appointment

Client appoints Agency as its non-exclusive business agency for the Services defined in this Agreement and the SOW.

Scope of Authority

Client grants Agency the following authority to perform the Services:

• [List specific actions Agency is authorized to take, e.g., represent Client in negotiations, enter into preliminary agreements subject to Client approval].

Confidentiality

Both parties agree to hold in confidence all non-public information of the other party obtained in connection with this Agreement. This obligation shall not apply to information that is (a) already known to the receiving party, (b) lawfully obtained by the receiving party from a third party without a confidentiality obligation, or (c) in the public domain through no fault of the receiving party.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws provisions. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the courts located in [COUNTY], [STATE].

Termination

This Agreement may be terminated by either party upon written notice to the other party for any reason or no reason. In the event of termination by Client without cause prior to the completion of the Services as defined in the SOW, Client shall be obligated to pay Agency a pro-rated commission based on the work completed.

Indemnity

Each party agrees to indemnify and hold harmless the other party, its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to a breach of this Agreement by such indemnifying party.

Limitation of Liability

Agency's liability to Client under this Agreement shall be limited to the amount of commissions paid by Client to Agency hereunder during the twelve (12) months preceding the event giving rise to such liability. IN NO EVENT SHALL AGENCY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Waiver

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Principal Name]
Signature: ______________________
Name: __________________________
Title: ___________________________
Date: ___________________________

[Agent Name]
Signature: ______________________
Name: __________________________
Title: ___________________________
Date: ___________________________