WHEREAS, Broker is engaged in the business of providing web services, including [List of Services, e.g., web development, search engine optimization, social media marketing], and WHEREAS, Middleman desires to introduce potential clients ("Clients") to Broker for such services;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Services of Middleman 1.1 Middleman shall use commercially reasonable efforts to identify and introduce potential clients ("Clients") to Broker for the purpose of obtaining Broker's web services.
1.2 Middleman shall provide Broker with accurate and complete information about Clients, including [Specify type of information, e.g., contact details, nature of website project, budget].
1.3 Middleman shall not engage in any misleading or deceptive marketing practices in connection with promoting Broker's services.
2. Services of Broker 2.1 Broker shall use commercially reasonable efforts to provide Clients introduced by Middleman with information about Broker's web services and to negotiate and enter into agreements with such Clients for the provision of such services.
2.2 Broker shall be solely responsible for the performance of all services provided to Clients.
3. Compensation 3.1 In consideration for the services provided hereunder, Broker shall pay Middleman a commission of [Percentage] of the gross fees earned by Broker from agreements entered into with Clients introduced by Middleman (the "Commission").
3.2 The Commission shall be payable to Middleman within [Number] days of the execution of a definitive agreement between Broker and a Client.
4. Term and Termination 4.1 This Agreement shall commence on the Effective Date and shall continue for a period of [Number] year(s) (the "Term"), unless earlier terminated as provided herein.
4.2 This Agreement may be terminated by either party upon [Number] days' written notice to the other party.
4.3 This Agreement may be terminated by either party immediately upon written notice to the other party if the other party breaches a material provision of this Agreement and fails to cure such breach within [Number] days' written notice.
5. Confidentiality : 5.1 Each party agrees to hold in confidence all confidential information of the other party disclosed hereunder ("Confidential Information"). Confidential Information shall include, but not be limited to, all information designated as confidential by the disclosing party or that by its nature ought to be treated as confidential, such as trade secrets, customer lists, and pricing information.
5.2 Each party shall use Confidential Information only for the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing party.
6. Representations and Warranties : 6.1 Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.
6.2 Middleman represents and warrants that it has the legal right to introduce Clients to Broker and to earn commissions hereunder.
7. Independent Contractors : The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
8. 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.
9. Governing Law : This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
10. Severability : If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.