1. Purpose
The Parties enter into this Agreement to facilitate the exchange of business opportunities, technical resources, engineering services, consultancy services, project delivery services, referrals and reseller relationships through the Platform. Each Party may act as an opportunity provider, referral partner, reseller, subcontractor, service provider or supplier of engineers, consultants or other resources. The obligations within this Agreement apply equally and reciprocally to both Parties.
2. Confidential Information
Each Party shall keep confidential all customer and prospect information, commercial arrangements, pricing, technical information, employee and contractor information, business plans and any other information reasonably considered confidential. Such information may only be disclosed to employees, contractors or advisers who require access and are bound by equivalent obligations. Confidentiality obligations survive for five (5) years following termination.
3. Introduced Opportunities and Introduced Clients
An Introduced Opportunity means any business opportunity, lead, prospect or customer relationship introduced through the Platform. An Introduced Client means the customer organisation associated with that opportunity. Platform records shall be deemed prima facie evidence of the date and source of any introduction.
4. Ownership of Introduced Opportunities
Unless otherwise agreed in writing, the Introducing Party retains ownership of the opportunity and associated customer relationship. The receiving Party acquires no ownership rights solely through receiving information, participating in discussions, supplying services or providing resources.
5. Non-Circumvention
Neither Party shall circumvent the other Party in relation to an Introduced Opportunity, approach or contract directly with an Introduced Client, establish an independent commercial relationship with an Introduced Client, use Platform information to obtain an unfair commercial advantage, or encourage a client to bypass the Introducing Party. These protections apply during the relationship and for twenty-four (24) months from the later of the introduction date or the most recent related activity.
6. No Direct Dealings Without Written Consent
A Party shall not submit quotations directly to an Introduced Client, negotiate directly, accept direct instructions or enter a direct commercial relationship without prior written consent from the Introducing Party. Consent may be conditional upon commissions, referral fees, revenue share, margin share or other agreed commercial arrangements.
7. Mandatory Commercial Agreement Before End Client Engagement
Before any services are supplied to an Introduced Client, the Parties shall agree in writing the ownership of the customer relationship, scope of services, responsibilities, commercial arrangements, pricing, commissions, support obligations and rights to renewals, extensions and follow-on projects. No Party shall contract with an Introduced Client until these arrangements have been agreed.
8. Future and Follow-On Work
Any renewal, extension, upgrade, additional project, managed service agreement, consultancy engagement or other opportunity arising from an Introduced Client during the Protected Period shall be treated as part of the original Introduced Opportunity and remain subject to this Agreement. A Party may not avoid these restrictions through affiliates, intermediaries, subsidiaries, contractors or changes in service scope.
9. Non-Solicitation of Personnel
Neither Party shall directly or indirectly solicit, hire, engage or contract with any employee, consultant, contractor or representative of the other Party during the term of this Agreement and for twenty-four (24) months thereafter without prior written consent.
10. Good Faith Obligation
The Parties shall act in good faith and shall not use the Platform to recruit personnel, obtain competitive intelligence, compete unfairly or circumvent introductions made through the Platform.
11. Breach and Remedies
The non-breaching Party shall be entitled to seek injunctive relief, specific performance, recovery of lost profits, recovery of commissions, margins and referral fees, recovery of legal costs and immediate suspension or termination of Platform access.
12. Acceptance
By registering for, accessing or using the Platform, submitting or accepting opportunities, supplying resources, introducing customers, receiving introductions or participating in any transaction through the Platform, the Partner confirms that it has authority to enter into this Agreement, has read and understood it, agrees to be legally bound by it and accepts that it forms part of the Platform Terms and Conditions.
