Non-Circumvention and Introduction Fee Schedule
Effective [effective date] (Version 4)
This Schedule supplements the Platform Terms of Service and, as applicable, the Buyer Terms and Supplier Membership Agreement. It binds each organization using the Introduction workflow (“Party”) in favor of [MatchDC registered company name] (“MatchDC”).
1. Defined Introduction
An “Introduction” occurs only when: (a) a buyer and supplier are paired through a Platform RFQ or listing; (b) each separately selects the affirmative control consenting to release identities and contact details; and (c) the Platform records the timestamp of each consent. The Introduction occurs at the later recorded timestamp. Platform logs, the immutable document record, and the confirmation notice are prima facie evidence of the event, subject to proof of manifest error.
For each Party, the counterparty revealed in that Introduction, and any entity controlling, controlled by, or under common control with that counterparty that participates in the relevant requirement, is the “Introduced Party.” “Control” means direct or indirect ownership of more than 50% of voting interests or power to direct management.
A “Covered Transaction” is a binding transaction entered into during the Tail Period between a Party (or its affiliate, nominee, special-purpose vehicle, or person acting for it) and an Introduced Party for goods, capacity, real-property rights, construction, installation, commissioning, or services of the same type and substantially related to the requirement, listing, site, project, or opportunity that was the subject of the Introduction. It includes a transaction structured through an intermediary principally to avoid this Schedule, and excludes unrelated products or projects.
The “Tail Period” begins at the Introduction and ends 12 months later. Termination of Platform access does not shorten an existing Tail Period.
2. Non-circumvention promise
During the Tail Period, each Party will not intentionally use identity or information obtained through the Introduction to conceal, divert, or structure a Covered Transaction for the principal purpose of avoiding an Introduction Fee or Deal Desk Fee that the Party expressly accepted in writing before the Introduction or service. Neither direct off-platform negotiation nor a Covered Transaction is prohibited. The obligation is to honor a previously accepted fee and not evade it; MatchDC has no right to control negotiations or participate in the Supply Transaction.
A Party will not cause, authorize, direct, or knowingly facilitate an affiliate, nominee, special-purpose vehicle, representative, or intermediary to take an action the Party is prohibited from taking under this Schedule. The Party remains liable for an expressly accepted fee if it structures or directs a Covered Transaction through that person principally to evade the fee.
3. Prior-relationship exclusion
This Schedule does not restrict or charge a transaction if, before the Introduction, the Party claiming the exclusion had an active, direct relationship with the Introduced Party concerning the same requirement or opportunity. The claiming Party must show dated written evidence—such as a current RFQ response, substantive project correspondence, meeting record, term sheet, or active contract—created before the Introduction. General awareness, a contact in a database, an old unrelated transaction, or communication about a different project is insufficient.
The Party should submit the evidence to legal@matchdc.com within 10 business days after identity release. Failure to submit in that period does not waive a genuine prior relationship, but timely submission creates a rebuttable presumption that the exclusion applies and avoids later uncertainty.
4. Opportunity-specific Introduction Fee
Supplier membership pays for Platform access and does not include Introduction Fees. For each non-regulated opportunity, MatchDC will display an Opportunity-Specific Introduction Fee Agreement to Supplier before identities or contact details are released. Supplier must affirmatively accept that agreement as a condition of receiving the Introduction. If Supplier declines, MatchDC will not release the Introduction to Supplier and no Introduction Fee arises. Buyer is not charged an Introduction Fee.
The Opportunity-Specific Introduction Fee Agreement must state the specific opportunity, Introduced Buyer, Covered Project, included Introduction or Deal Desk Services, fee formula, minimum and cap, fee trigger, exclusions, reporting obligation, payment deadline, Tail Period, and acceptance control. A fee becomes binding only when Supplier’s authorized user affirmatively accepts that complete agreement before identity release and MatchDC records the Opportunity Record, text, version, SHA-256 hash, signer, authority confirmation, IP address, user agent, and timestamp as one associated acceptance event. Silence, membership, renewal, or later acceptance does not create a fee. The accepted agreement controls any conflict about that fee.
5. Standard Introduction Fee offer
If the Opportunity-Specific Introduction Fee Agreement selects this Standard Schedule, Supplier will pay the following declining Introduction Fee only on cash consideration actually received by Supplier under the Covered Transaction, excluding separately stated sales or use tax, refunded or credited amounts, pass-through freight, and reimbursed third-party permit fees:
- 0.50% of the first $1,000,000;
- 0.25% of the portion above $1,000,000 through $10,000,000; and
- 0.10% of the portion above $10,000,000;
- subject to a $2,500 minimum and $150,000 maximum per project.
The fee is earned proportionately only when qualifying cash consideration is actually received by Supplier and is payable within 15 days after each calendar quarter in which that occurs. Supplier will deliver a final reconciliation within 30 days after completion or termination of the project. Amendments and change orders signed during the Tail Period for the same project are aggregated. The accepted Opportunity-Specific Introduction Fee Agreement must state treatment of renewals, options, committed but unused capacity, non-cash consideration, currency conversion, and transactions continuing after the Tail Period; absent an express selection, each is excluded.
For a transaction involving a sale, purchase, lease, option, or other interest in real property, or an activity that may require a broker or other license, the default fee remains $0. MatchDC must not offer or collect a transaction-contingent fee unless qualified counsel confirms the structure for the property’s state and any required licensed broker is party to the arrangement. MatchDC will not negotiate price or material transaction terms, solicit for a specific owner, hold deposits, prepare transfer instruments, or otherwise perform licensed services.
6. Reporting and verification where a fee was accepted
Supplier must notify MatchDC within 10 business days after entering a Covered Transaction and provide the execution date, contracting entities, general subject, and fee-calculation amount. Once per Covered Transaction, if MatchDC has a reasonable, documented basis to believe the report is materially inaccurate, MatchDC may have an independent CPA inspect only records reasonably necessary to verify the fee, on 15 business days’ notice, under confidentiality, during normal business hours. MatchDC bears the cost unless the inspection shows an underpayment greater than 5%, in which case Supplier pays the reasonable audit cost. The CPA will disclose only the calculation and supporting conclusion, not unrelated information.
7. Breach and remedies
If a Party fails to pay an expressly accepted fee, it owes the unpaid amount, interest at the lesser of 1% per month or the lawful maximum, and reasonable collection costs and attorneys’ fees awarded by the tribunal. If it deliberately conceals or restructures a Covered Transaction to evade that fee, MatchDC may also seek actual provable damages and appropriate injunctive or equitable relief. The parties do not agree to a punitive fixed amount or a presumed percentage where no fee was accepted. MatchDC may suspend or terminate Platform access for deliberate circumvention after giving notice and, if curable, 10 days to cure.
Failure to disclose an accepted fee, its trigger, or its calculation clearly before acceptance makes that fee unenforceable by MatchDC to the extent of the deficiency. Nothing in this Schedule prevents a Party from negotiating directly, declining a transaction, using another provider for unrelated opportunities, or proving that a transaction is outside the definition of Covered Transaction.
8. Bid Shopping
Bid Shopping is governed by the Platform Terms and Buyer Terms. It is a suspension and termination ground and may support actual damages or equitable relief, but it does not carry automatic liquidated damages because likely harm varies materially and a fixed amount could operate as a penalty.
9. Disputes and survival
The governing-law, arbitration, class-waiver, liability, notice, and general provisions in the Platform Terms apply. Confidentiality, accrued payment rights, audit rights concerning an accrued fee, remedies, and each running Tail Period survive termination. If a competent authority determines that applying this Schedule to a category or jurisdiction requires a license MatchDC lacks, the affected fee is not due to MatchDC unless law permits collection through a properly licensed person; the remaining provisions continue.