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This Agreement is made and entered into, as of <month> <day>, <year> (“Effective Date”), by and between Trym, Inc. (“Company”), having a principal place of business at 80 Western Drive, Novato, CA and [Consultant Name], having a principal place of business at                                                         (“Consultant”). The two parties to this Agreement do hereby agree as follows:

Scope of Work:

In a professional manner Consultant will recommend services offered by the Company to prospective buyers (“Customer”).

Term of Contract:

One (1) year from the Contract Date,  <month> <day>, <year> (“Contract Expiration Date”)

Cancellation:  

Either party may terminate this Agreement at any time by providing written notice to the other party.

Non-Exclusive:  

For the term of this Agreement, Consultant shall have the non-exclusive right to introduce prospective buyers to Company. Consultant is not obligated to exclusively make introductions for Company during the term of this agreement.

Success Fee:

For every Qualified Agreement that is duly executed and delivered before the Contract Expiration Date, Company will pay to Consultant ten percent (10%) of all revenue actually received by Company under the Qualified Agreement during the first twelve (12) months after execution of the Qualified Agreement. For clarity, no amounts would be paid to Consultant with respect to revenue received under a Qualified Agreement after twelve (12) months after execution of the Qualified Agreement.  Company would pay such amounts to Consultant within 90 days after Company receives the applicable revenue from the Customer.

As used in this Agreement, a “Qualified Agreement” shall mean an agreement with a Customer (a) pursuant to which Company provides its software as a service (SAAS) offering to the Customer, (b) for which Consultant made the initial introduction to Company of such Customer’s employee or agent with appropriate decision-making authority prior to the Contract Expiration Date (as documented by written records such as electronic mail correspondence), and (c) for which Company in good faith agrees that Consultant provided substantial assistance in developing the business relationship with such Customer. Company shall have the final say, determined in good faith, as to whether a contract qualifies as a Qualified Agreement.

For purposes of clarity, “Qualified Agreements” shall not include (a) agreements with Customers if, before an introduction by Consultant to such third party, Company had existing, good faith contacts with such third party, or (b) agreements with third parties duly executed and delivered after the Contract Expiration Date.

Independent Contractor Relationship:

Consultant’s relationship with Company is that of an independent contractor, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship.  Consultant will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit‑sharing or retirement benefits.  Consultant is not authorized to make any representation, contract or commitment on behalf of Company unless specifically requested or authorized in writing to do so by a Company corporate officer.  Consultant is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement.  Consultant is in no way eligible for repayment of expenses incurred in the course of performing services under this Agreement unless such expenses are approved in advance and in writing by a Company corporate officer.  No part of Consultant’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes.

Legal Construction:

In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provisions. This Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

Governing Law:

This Agreement shall be governed by the laws of California, without giving effect to principles of conflicts of law.

Miscellaneous:

This Agreement supersedes all previous written and oral understandings between the two parties regarding the subject matter herein.

 

 

<Name of Trym employee>, Trym, Inc.     By:       __________________________   Name:  __________________________   Title:    __________________________

Acknowledged and agreed to by <Consultant>:       By:       __________________________   Name:  __________________________   Title:    __________________________