Partner Agreement.

How FORMED gets paid, in plain English

FORMED's product is the introduction: we surface an opportunity, protect the identity behind it, and put the right parties in contact. When you ask to be introduced to a party you found on FORMED, that introduction is delivered — and it can't be un-delivered. This agreement makes sure the value of that introduction is paid for, whether the resulting deal happens on FORMED or anywhere else.

You pay a small introduction fee when we connect you, and a success fee only if a deal actually happens. If no deal happens, you owe almost nothing. If a deal does happen — now or within four years, with this party or their affiliates — FORMED is owed its fee. You agree not to take the relationship off-platform to avoid that fee, and if you under-report what a deal was worth, there are audit rights and penalties. That's the whole deal. Everything below is the precise version of these few sentences.

This is a draft for your attorney to review and localize. It is not legal advice. Bracketed [ ] items are business or jurisdictional choices to finalize.

1. Acceptance and how these terms attach

1.1 You accept this Partner Agreement (the "Agreement") when you apply for and are granted access to the FORMED platform (the "Platform"), and you re-affirm it each time you request an introduction to another party. Both are recorded.

1.2 Each request for an introduction is a separate, timestamped acknowledgment that this Agreement governs that introduction and anything that follows from it. The Platform's records of your acceptance and of each introduction are admissible evidence of these facts.

1.3 If you act on behalf of an organization, you represent that you are authorized to bind it, and "you" means both you and that organization.

2. Definitions

2.1 "Introduction" means any instance in which FORMED reveals the identity of, connects, matches, or otherwise makes you aware of a party through the Platform, including via a revealed listing, a match, a message, or a facilitated contact.

2.2 "Introduced Party" means any party you were Introduced to, and their Affiliates.

2.3 "Affiliate" means any person or entity that controls, is controlled by, or is under common control with a party, and any employee, officer, agent, principal, or related entity acting for it. Fees and obligations here bind you and your Affiliates and cannot be avoided by routing a deal through one of them.

2.4 "Consideration" means everything of value exchanged between parties in connection with a Transaction, in any form — cash, fees, in-kind goods or services, product, media or content value, hosting, access, equity or equity-equivalents, revenue share, and the value of future or renewed work — whether paid at once or over time.

2.5 "Transaction" means any partnership, sponsorship, activation, collaboration, engagement, sale, or other commercial arrangement between you and an Introduced Party.

2.6 "Deal Value" means the total Consideration for a Transaction. "Attested Value" means the Deal Value both parties confirm on the Platform when a partnership is Formed.

2.7 "Formed" describes a partnership once both parties indicate agreement to proceed on the Platform and attest a Deal Value. "Window" means the period beginning on the date of the Introduction and continuing for [48] months.

3. Fees

3.1 Introduction Fee. A non-refundable introduction fee of [amount / e.g. a flat $[___] or [2–3]% of the low end of the posted budget band] is earned by FORMED at the moment of each Introduction, in consideration of the connection and access delivered. It is earned regardless of whether any Transaction later occurs, and is not contingent on any event taking place.

3.2 Success Fee. FORMED is owed a success fee of [20]% of the Attested Value (or, if greater, the actual Deal Value) of any Transaction between you and an Introduced Party. The Success Fee is due upon the earlier of the Transaction's completion or the first payment of Consideration under it.

3.3 Floor. In no event will the total fee for a Formed partnership be less than [__]% of the budget band posted or attested for the opportunity on the Platform. This floor is calculated from figures captured on the Platform and is not reduced by any later re-characterization of Deal Value.

3.4 Where the deal happens is irrelevant. The Success Fee is owed whether the Transaction is negotiated, documented, or performed on the Platform, by email, by phone, in person, or anywhere else. Moving the work off-Platform does not reduce or eliminate the fee.

3.5 Follow-on and renewal. Any additional, renewed, expanded, or related Transaction between you and an Introduced Party during the Window is subject to the same Success Fee.

3.6 Payment. Fees are due within [30] days of the triggering event. Late amounts accrue interest at [1.5]% per month or the maximum permitted by law. FORMED may offer a reduced Success Fee for Transactions settled through the Platform's payment facilities, at its discretion.

4. Deal Value and attestation

4.1 Two-sided attestation. When a partnership is Formed, each party independently attests the Deal Value on the Platform. Both parties are responsible for attesting accurately. A materially inconsistent attestation is flagged and, until resolved, the higher figure controls for fee purposes.

4.2 Broad definition controls. Deal Value includes all Consideration as defined in Section 2.4. Structuring a Transaction to move value outside the reported figure — side letters, separate entities, unpriced in-kind, deferred or contingent payments, or bundling with other work — does not reduce Deal Value and is a breach of this Agreement.

4.3 Duty to report. You will promptly notify FORMED of any Transaction with an Introduced Party during the Window and provide its Deal Value, whether or not it occurred on the Platform.

5. Cancellation and break fee

5.1 Before a partnership is Formed. If you are Introduced but no partnership is Formed, you owe only the Introduction Fee already earned.

5.2 Withdrawal after Forming. If a partnership is Formed and you then withdraw, cancel, or cease to proceed, you owe a break fee of [5]% of the Attested Value, in recognition that FORMED delivered both a qualified match and a Formed partnership. The break fee is owed by the withdrawing party.

5.3 Genuine mutual cancellation. If both parties genuinely and mutually cancel before any Consideration is exchanged, and declare the cancellation on the Platform, the break fee is [waived / reduced to [__]%]. A cancellation declared on-Platform but in fact continued off-Platform is circumvention under Section 6.

5.4 No refund. The Introduction Fee, once earned, is not refundable. Because the Success Fee is due only on completion or first payment, a Transaction that genuinely never proceeds carries no Success Fee to refund.

6. Non-circumvention

6.1 You will not, and will ensure your Affiliates do not, circumvent, avoid, bypass, or attempt to avoid FORMED's fees by transacting with an Introduced Party outside the Platform, through an Affiliate, under a different name, or through any other arrangement designed to reduce or defeat the fees owed under this Agreement.

6.2 This obligation attaches at the Introduction, binds you and your Affiliates, and continues for the entire Window regardless of your continued use of the Platform.

6.3 The parties agree that FORMED's introductions have real, bargained-for value and that circumvention causes FORMED harm that is difficult to quantify — which is why Sections 3, 5, and 7 provide agreed remedies.

7. Audit and clawback

7.1 Audit right. During the Window and for [24] months after, FORMED may, on reasonable notice and no more than [twice] per year, request records sufficient to confirm the existence and Deal Value of Transactions between you and Introduced Parties — including executed agreements, invoices, statements of work, and bank or payment confirmations.

7.2 Clawback for under-reporting. If an audit or other evidence shows Deal Value was under-reported by more than [10]%, you will pay (a) the shortfall in fees, plus (b) as liquidated damages and not a penalty, an amount equal to [3]× that shortfall, plus (c) FORMED's reasonable audit, collection, and legal costs, plus interest under Section 3.6. The parties agree this is a reasonable pre-estimate of the harm from concealment, which is otherwise difficult to measure.

7.3 Non-reporting. Failure to report a Transaction under Section 4.3 is treated as a 100% under-report for purposes of Section 7.2.

8. Confidentiality

8.1 Identities revealed on Introduction, budgets, briefs, contacts, and anything shared in a partnership workspace are confidential. You will use them only for the partnership at hand and will not disclose or exploit them for any other purpose.

8.2 The confidentiality obligation survives termination and continues for [3] years, and indefinitely for trade secrets.

9. Consent, records, and communications

9.1 Messages, attestations, and decisions in a partnership workspace are logged for both parties' protection and as records of the introduction and the deal.

9.2 Any optional call-intelligence or meeting-summary feature operates only when every participant has given explicit, informed consent, and may be disabled at any time.

10. FORMED's role and limitation of liability

10.1 FORMED is a discovery, introduction, and coordination platform. It is not a party to any Transaction, not an agent, broker of funds, escrow holder, fiduciary, guarantor, or insurer for any party.

10.2 FORMED is not responsible for, and disclaims all liability for, the conduct of any party; the exchange, non-payment, misuse, or theft of funds; the performance or non-performance of any deliverable; fraud or misrepresentation by any party; or the success, failure, cancellation, or outcome of any Transaction. You transact with other parties at your own risk and are responsible for your own due diligence, contracts, payments, insurance, and compliance.

10.3 The Platform is provided "as is" and "as available," without warranties of any kind. To the maximum extent permitted by law, FORMED's total aggregate liability to you for any claim arising out of the Platform or this Agreement is limited to the fees you paid FORMED in the [12] months before the claim, and FORMED is not liable for indirect, incidental, consequential, special, or punitive damages.

11. Suspension and removal

11.1 Access to FORMED is a curated privilege, not a right. FORMED may review, verify, suspend, or remove any account.

11.2 Circumvention, under-reporting, misrepresentation, or breach of confidentiality are grounds for immediate removal from the network, in addition to the financial remedies in this Agreement. Fee, non-circumvention, audit, and confidentiality obligations survive removal.

12. Representations

12.1 You represent that information you provide about yourself, your organization, your authority, and any Deal Value is true and accurate, and that you have authority to enter each Transaction you pursue.

13. Term and survival

13.1 This Agreement applies from your first acceptance and continues while you use the Platform. Each Introduction's Window runs independently for [48] months from that Introduction.

13.2 Sections 3 through 8, 10, 11, 13, and 14 survive termination or removal for as long as needed to give them effect.

14. Disputes

14.1 This Agreement is governed by the laws of [State/Country], without regard to conflict-of-laws rules.

14.2 Any dispute between you and FORMED will be resolved by final and binding individual arbitration administered by [arbitration body] in [venue], except that either party may seek injunctive relief in court to protect confidential information or enforce Sections 6 and 7. You and FORMED waive any right to a jury trial and to participate in a class or representative action.

14.3 In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

14.4 Disputes between you and an Introduced Party are between those parties; FORMED may, but is not required to, assist.

15. General

15.1 FORMED may assign this Agreement; you may not without FORMED's consent.

15.2 This Agreement, together with the Terms of Service and any order or fee schedule, is the entire agreement on its subject matter. If any provision is unenforceable, the rest remains in effect and the unenforceable provision is limited to the minimum extent necessary.

15.3 FORMED may update this Agreement prospectively with notice through the Platform; the version you accepted governs introductions made before a change, and the updated version governs introductions made after.

15.4 Notices to FORMED: hello@formedagency.com.

Acceptance

By applying for access and by requesting each introduction, you agree to this Partner Agreement. Your on-Platform acceptance and the Platform's timestamped record of each introduction constitute your signature for these purposes.