Partner Agreement.

How FORMED gets paid, in plain English

Think of this the way you'd think of a listing agreement with a broker. 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. Just as a broker who introduces the buyer earns a commission when the house sells at whatever price it closes, FORMED earns its commission when you close a deal with a party we introduced you to — at any price, whether the deal happens on FORMED or anywhere else.

You pay a success fee only if a deal actually happens. There is no charge to explore, to be introduced, or to walk away — if no deal happens, you owe nothing. When a deal does happen, the fee is collected the simple way: the payment runs through FORMED's escrow, and we release the money to the other party minus our fee — so no one has to chase an invoice. If a deal instead happens off-platform — now or within four years, with this party or their affiliates — the same fee is still owed, you agree not to route around it, and if you under-report what a deal was worth there are audit rights and penalties. Once a year, for as long as that four-year window runs, you complete a short update — like an annual statement of status — confirming whether you've done any business with each party we introduced you to; ignore it and we can treat the relationship as if a deal happened. 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 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. There is no charge to be Introduced and no fee for withdrawing before a Transaction happens — the Success Fee is the only fee on a sponsorship Transaction. It is due upon the earlier of the Transaction's completion or the first payment of Consideration under it.

3.2 Settlement through FORMED (default). Cash Consideration for a Transaction is settled through FORMED: the paying party funds a FORMED-designated escrow and payments facility, and FORMED releases the funds to the receiving party net of the Success Fee. This is the standard and expected way a Transaction is paid. Escrow and payment settlement are provided through licensed third-party payment providers; FORMED is not itself a bank, money transmitter, or escrow agent, and does not take custody of funds in its own name.

3.3 Off-platform settlement. If the parties settle a Transaction off the Platform, the Success Fee is fully owed all the same and is invoiced directly. Negotiating, documenting, paying for, or performing the Transaction by email, by phone, in person, or anywhere else does not reduce or eliminate the fee. On-Platform settlement is the default precisely so the fee is handled automatically and no one has to invoice or chase it.

3.4 Non-cash Consideration. Where Consideration is non-cash — product, sampling, media or content value, hosting, access, equity or equity-equivalents, or revenue share — it cannot be escrowed. The parties report its value under Section 4, and the Success Fee applies to it and is invoiced directly.

3.5 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.

3.6 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.

3.7 Payment. Fees settled through FORMED are netted automatically on release. Any fee that is invoiced directly — for off-Platform or non-cash Consideration — is due within [30] days of the triggering event, and late amounts accrue interest at [1.5]% per month or the maximum permitted by law.

3A. Collaborations (brand-to-brand, no sponsor budget)

3A.1 A Collaboration is a partnership between two parties who create something together and share the costs and the upside, with no sponsorship payment flowing from one party to the other. Because there is no Deal Value in the sponsorship sense, the Success Fee in Section 3.1 does not apply to a Collaboration.

3A.2 Collaboration fee. FORMED charges a flat collaboration fee of $[___], earned when the Collaboration is Formed (both parties agree on the Platform to proceed). It is a fixed fee — not a percentage — and does not depend on the parties' shared budget.

3A.3 Agency work is billed separately. If you engage FORMED Agency to strategize, produce, or execute the Collaboration, the Agency bills for that work under a separate statement of work. Those fees are in addition to, and independent of, the flat collaboration fee.

3A.4 The Window, non-circumvention (Section 6), audit (Section 7), confidentiality (Section 8), and FORMED's limitations of liability (Section 10) apply to Collaborations as they do to any other Transaction.

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.

4.4 Proof of final value and true-up. The Success Fee is charged first on the attested or projected Deal Value, and is then trued-up to the final, actual Deal Value on the Transaction's completion. On FORMED's request — and in any event on completion — you will upload proof of the final Deal Value, such as the executed agreement, statement of work, or final invoice. If the final value is higher than the figure already charged, you owe the additional Success Fee on the difference; if it is lower, FORMED refunds or credits the difference. This mirrors how a listing or commission agreement reconciles to the price a deal actually closes at.

4A. Annual certification

4A.1 For the entire Window on each Introduction, you will complete FORMED's annual update — a single, consolidated certification covering every partnership you have Formed or been Introduced through — stating, for each Introduced Party, whether you have entered into, continued, renewed, or expanded any Transaction with them since your last certification, and if so its Deal Value, with proof under Section 4.4. This is like a periodic statement of status: it keeps the record current for the life of each Introduction.

4A.2 Notice and timing. FORMED makes the update available in your workspace and gives notice, including by email, before it is due. You will complete it within [30] days of that notice. FORMED may send reminders; it is your obligation to certify whether or not a reminder reaches you.

4A.3 Non-filing presumption. If you do not complete the annual update within the time given — after at least one reminder and a [15]-day grace period — you are presumed to have entered a reportable Transaction with each un-certified Introduced Party during that period, and the Success Fee is assessed accordingly on the Attested Value, the last-known Deal Value, or the posted or attested budget band, whichever applies. This presumption is rebuttable: you may resolve it by certifying, and by providing records under Sections 4 and 7. Failure to certify is also a material breach under Section 11 and independently triggers the audit right under Section 7.

4A.4 A completed certification is a representation under Section 12. A false or materially incomplete certification is under-reporting under Section 7 and is subject to the audit, clawback, and remedies there. The parties agree the annual certification is a reasonable, low-burden way to keep the reporting obligation in Section 4.3 current, and that the presumption in 4A.3 is a reasonable pre-estimate of the difficulty of detecting unreported Transactions.

5. Cancellation

5.1 No fee to walk away. If you are Introduced, or a partnership is Formed, and the Transaction genuinely does not proceed, no Success Fee is owed. The fee is success-based: no completed or paid Transaction means nothing to pay. There is no break fee.

5.2 Refund of escrowed funds. If a Transaction is cancelled after the paying party has funded escrow, the escrowed funds are returned to the paying party, less any non-recoverable third-party payment-processing costs. FORMED does not retain a fee on a cancelled Transaction.

5.3 A cancellation that isn't one. A cancellation declared on the Platform but in fact continued off the Platform is circumvention under Section 6, and the Success Fee remains fully owed on the Transaction that actually proceeds.

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, 4, 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, fiduciary, guarantor, or insurer for any party. Escrow and payment settlement, where offered, are provided by licensed third-party payment providers; FORMED is not itself a bank, money transmitter, or escrow agent, and facilitating settlement through those providers does not make FORMED a party to, or responsible for, the underlying Transaction.

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.