i. Term.

The term of this Agreement will commence on the Effective Date and continue for one (1) year (“Initial Term”). Upon completion of the Initial Term, this Agreement will renew and continue for successive one (1) year terms (“Successive Term”), unless and until a written notice of non-renewal is issued by a Party no later than sixty (60) days prior to the completion of the Initial or Successive Term. Initial and Successive Terms will be referenced herein collectively as the “Term.” During the Term, this Agreement may also be terminated in accordance with Section iv of this Agreement. The Parties intend for this to be a long-term, ongoing arrangement, and not a temporary or intermittent arrangement.

ii. Independent Contractor Relationship:

1. Independent Status: Referring Partner is an independent contractor with respect to Company. Referring Partner is not an employee, agent or Referring Partner of Company. This Agreement does not create an employer-employee relationship, Partnership, or joint venture between the Company and the Referring Partner. Business expenses incurred by Referring Partner in performing services under this Agreement are the sole responsibility of Referring Partner and are not subject to reimbursement by Company. Company shall have no right to direct or control the work of Referring Partner’s employees, agents or contractors. If dissatisfied with any of Referring Partner’s employees, agent or contractors, Company may require Referring Partner to reassign such person, so they are not working on activities under this Agreement.
2. Taxes & Liabilities: Referring Partner is solely responsible for all federal, state, and local taxes, including income taxes and self-employment taxes arising from compensation received under this Agreement. Company will provide Referring Partner a Form 1099 at the end of each calendar year.
3. No Authority to Bind: Referring Partner shall not have the authority to make any binding commitments, representations, or agreements on behalf of Company without prior written consent.

iii. Confidentiality & Non-Solicitation:

1. Confidential Information: Referring Partner agrees not to disclose or use any Confidential Information, including client lists, business strategies, pricing models, trade secrets, and any other proprietary information of the Company, except as required to perform duties under this Agreement.
2. Non-Solicitation: During the term of this Agreement and for twelve (12) months following its expiration, breach or termination of this Agreement, Referring Partner shall not solicit or encourage any clients of the Company to terminate their relationship with the Company, make disparaging comments about Company or to engage with competing services. During the term of this Agreement and for a period of two (2) years following the expiration, breach of termination of this Agreement, Referring Partner shall not contact or communicate with any Client on behalf of any business other than Company to:
   1. to make proposals or offer quotes for services of a type offered by Company;
   2. to recommend, suggest or encourage Client to non-renew, cancel or terminate any agreement with Company; or,
   3. to recommend, suggest or encourage to Client to purchase services offered by Company from some other source.
   During the term of this Agreement and for a period of twelve (12) months following the expiration, breach or, termination of this Agreement Referring Partner is responsible for and liable for the acts, errors or omissions of any individuals affiliated with Referring Partner and performing any services related to this Agreement. Notwithstanding the forgoing, this covenant not to solicit is waved with respect to a specific Client referred by Referring Partner: a) if Company materially breached the agreement with such Client originated by Referring Partner; b) Client is not in default of its payment obligations to Company; and, c) Client terminates such agreement solely because of such material breach by Company.
3. Return of Materials: Upon termination of this Agreement, Referring Partner shall promptly return all confidential materials and documentation to the Company and ensure that all electronic copies are permanently deleted.
4. Applies to All Clients. This Section iii applies to all clients that have signed a contract for services with Company. Section iii fully applies to existing clients of Company, clients referred to Company by others, clients identified by Referring Partner, or brought by Referring Partner to Company.

iv. Termination of Agreement:

1. Termination Without Cause: Either Party may terminate this Agreement without cause by providing at least sixty (60) days written notice to the other Party.
2. Termination With Cause: Company may terminate this Agreement immediately if the Referring Partner engages in unethical conduct, discloses confidential information, fails to comply with applicable laws, makes material misrepresentations to prospects or clients, or materially breaches any provision of this Agreement.
3. Post-Termination Obligations: The Referring Partner agrees to continue respecting the confidentiality provisions of this Agreement following termination and to refrain from any activities that could harm the Company’s interests.

v. Dispute Resolution:

1. Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement or the relationship of the parties, including validity, enforceability, or scope of this arbitration provision, shall be resolved exclusively through final and binding arbitration before a single neutral arbitrator. Arbitration proceedings shall be governed by the Federal Arbitration Act and administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Harris County, Texas.
2. Arbitration Costs: Each party shall bear its own attorney’s fee, cost and expenses associated with the arbitration, except as otherwise awarded by the arbitrator or permitted under applicable law. Each party to the arbitration proceeding shall deposit its share of the arbitrator fees and administrative fees as determined by the American Arbitration Association. A party failing to deposit its share of the fees and costs after due notice from the American Arbitration Association shall be deemed in default pursuant to the applicable American Arbitration Association rules.
3. Finality: The decision of the arbitrator is final and binding on the Parties, and judgment on the award rendered may be entered in any court having jurisdiction.
4. PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY.

vi. Governing Law & Venue

1. Governing Law: This Agreement, and any dispute arising out of or relating to this Agreement, shall be governed by the Federal Arbitration Act with respect to arbitration matters and otherwise by the laws of the State of Texas, without regard to conflict of law principles
2. Venue: Any court proceeding permitted under this Agreement, including any action to compel arbitration, enforce an arbitration award, obtain temporary or injunctive relief, or otherwise enforce the parties’ rights hereunder, shall be brought exclusively in the state or federal courts located in Harris County, Texas, and the Parties consent to the jurisdiction of such courts.

vii. General:

1. Integration Clause: This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes any prior or contemporaneous agreements, understandings, or representations, whether written or oral.
2. Amendments: This Agreement may only be amended in writing and signed by both Parties.
3. Enforcement. Referring Partner agrees that Company is entitled to the full benefit of the non-solicitation time period referred to in Section iii. If Referring Partner or any of its associated persons violate the terms of this Agreement, then Company shall be entitled to injunctive relief for a full twelve-month time period of Referring Partner’s actual compliance with Section iii, excluding any period of time during which Referring Partner or its associated persons were in violation of Section iii. Company shall have the right to recover all damages resulting from Referring Partner’s violation of this Agreement or the violation of this Agreement by persons acting on behalf of Referring Partner.
4. Attorneys’ Fees. The prevailing party in any action for breach of this Agreement shall be entitled to recover its reasonable and necessary attorneys’ fees, together with arbitration costs, and litigation costs.