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Opportunity-Specific Introduction Fee Agreement

Effective [effective date] (Version 3)

This Opportunity-Specific Introduction Fee Agreement (“Fee Agreement”) is between [MatchDC registered company name] (“MatchDC”) and the supplier organization whose authorized signer accepts it (“Supplier”). It applies only to the specific opportunity, Introduced Buyer, Covered Project, included Introduction and optional Deal Desk Services, fee selection, fee base, minimum, maximum, Tail Period, exclusions, and reporting terms displayed immediately above the acceptance control and preserved with the same acceptance event (“Opportunity Record”). If the Opportunity Record is not complete, downloadable, and linked to this Fee Agreement when accepted, no fee is created and MatchDC will not release the Buyer’s identity or contact information.

1. Introduction Services; no agency

After Supplier accepts, MatchDC will release the Introduced Buyer’s identity and contact information following the recorded double opt-in and provide the Introduction workflow stated in the Opportunity Record (“Introduction Services”). If selected, MatchDC may also coordinate information exchange, scheduling, process support, and neutral transaction workflow (“Deal Desk Services”). MatchDC will not bind either party, negotiate or recommend material deal terms, hold funds, take title or possession, provide legal, engineering, investment, tax, or real-estate advice, or act as an agent, fiduciary, dealer, reseller, or broker.

2. Introduction Fee

In consideration of the Introduction Services and any selected Deal Desk Services, Supplier will pay the Introduction Fee selected in the Opportunity Record (“Introduction Fee”). If the Standard Schedule is selected, the rates, minimum, cap, exclusions, and calculation rules in Section 5 of the Non-Circumvention and Introduction Fee Schedule apply. The Opportunity Record must state any different negotiated formula conspicuously.

The Introduction Fee is earned proportionately only on cash consideration actually received by Supplier under a binding Covered Transaction during the stated Tail Period and becomes due within 15 days after each calendar quarter in which that consideration is received. No fee is earned on amounts irrevocably cancelled, refunded, credited, or never received. MatchDC will refund or credit an overpayment within 30 days after receiving reasonable supporting documentation.

Unless the Opportunity Record expressly includes them and states an objective valuation method, the fee base excludes taxes, pass-through freight, reimbursed permit or third-party costs, renewals, options, committed but unused capacity, non-cash consideration, and transaction value paid after the Tail Period. Foreign currency actually paid is converted at the Wall Street Journal closing spot rate on the payment date, or if unavailable, a comparable published institutional rate.

3. Reporting and reconciliation

Supplier will report each qualifying receipt within 15 days after quarter end and provide a final reconciliation within 30 days after project completion or termination. The limited CPA inspection right in the Non-Circumvention and Introduction Fee Schedule applies for 24 months after final reconciliation. MatchDC will use reported information only for fee verification, accounting, enforcement, and legal compliance and will protect it as Confidential Information.

4. Regulated categories

For a sale, purchase, lease, option, easement, or other interest in real property, retail-energy brokerage, or another activity requiring a license, this Fee Agreement is ineffective unless the Opportunity Record identifies the applicable jurisdiction, required license treatment, and any licensed person entitled to receive or share the fee. If applicable law prohibits MatchDC from receiving the Introduction Fee, it is not owed to MatchDC. No wording in this Fee Agreement authorizes unlicensed activity.

5. No retroactive or cross-opportunity fee

This Fee Agreement does not apply to another opportunity, an unrelated product or project, or work performed before acceptance. Membership payment does not itself create an Introduction Fee. Silence, continued use, or acceptance collected after identity release or after a binding transaction is identified does not create a fee.

6. Incorporated terms and acceptance

The Platform Terms of Service and Non-Circumvention and Introduction Fee Schedule are incorporated. This Fee Agreement and Opportunity Record control only as to Introduction Services, optional Deal Desk Services, and the Introduction Fee. Defined terms not stated here have the meanings in that Schedule.

By selecting a separate, unchecked acceptance control, the signer confirms authority to bind Supplier, that the complete Opportunity Record and this Fee Agreement were displayed and available for download, and affirmative agreement to the Introduction Fee. MatchDC will preserve the Opportunity Record, this exact rendered text and SHA-256 hash, signer and organization, authority confirmation, IP address, browser user agent, and timestamp in one associated acceptance record and will send a copy.