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ACQUIMATCH MATCHMAKER PRO

Founding Member - Service Agreement (2026)

1. Introduction

This Service Agreement ("Agreement") is entered into between Unrestricted Ventures, LLC dba AcquiMatch ("Provider") and the undersigned client ("Client") for the purpose of providing access to the MatchMaker Pro program ("Program").

The Provider will provide the Client with access to its proprietary deal matching system, tools, frameworks, and advisory support to enable the Client to conduct a self-directed business acquisition search. The Program is designed to equip the Client with the same system, AI-powered matching, and structured progression used by the Provider's deal team.

This Agreement sets forth the scope of services, payment terms, and mutual obligations of the parties.

2. Definitions

Match Blueprint: The comprehensive buyer profile and Deal Box produced through the Provider's proprietary onboarding process, including the AI-powered matchmaker interview (Lady Ebetah), entrepreneurial DNA assessment across six dimensions, geographic targeting, and Deal Box criteria that define the Client's ideal acquisition match.

Deal Box: A set of criteria and preferences specified by the Client, built through the Match Blueprint process, outlining the desired characteristics of potential business acquisition opportunities using the Provider's proprietary matching methodology.

Deal Engine: The Provider's proprietary AI-powered system that scans on-market deal flow across listing platforms, applies the Client's Deal Box criteria, and delivers matched deals to the Client's CRM pipeline with matchmaker notes. Deal volume is determined by the Client's Deal Box parameters and prevailing market conditions.

Lady Ebetah: The Provider's proprietary AI matchmaker persona used to build the Client's Match Blueprint and provide deal-level matching notes and recommendations.

The Acquisition Track: The Provider's nine-level structured progression system housed within the Deal Room, tracking the Client's deal experience from onboarding through close.

Definitive Agreement: A legally binding agreement, such as an APA or SPA, for the acquisition of a business.

On-Market Deal: Business opportunities publicly listed for sale through brokers or online platforms.

Off-Market Deal: Business opportunities not publicly listed and identified through direct outreach or proprietary methods by the Provider's team.

Founding Member: A Client who enrolls during the initial launch period and receives locked-in pricing and additional bonuses as described in this Agreement.

Commercially Reasonable Efforts: Efforts that are consistent with practices and standards generally accepted in the Provider's industry, taking into account the Provider's resource limitations, other client obligations, and prevailing market conditions.

3. Scope of Services

The Provider will deliver the following services to support the Client's self-directed business acquisition search:

3.1 CLARITY: The Match Blueprint

The Provider's proprietary onboarding process to build a comprehensive buyer profile and Deal Box based on the Client's values, goals, skillsets, lifestyle, risk tolerance, and desired outcome. This includes:

  • AI-powered matchmaker interview with Lady Ebetah, which maps the Client's entrepreneurial DNA across six dimensions: emotional intelligence, psychological readiness, operator profile, skills, lifestyle fit, and risk tolerance.
  • Proprietary geographic targeting process to systematically narrow location criteria to areas that fit the Client's life, market, and operational requirements.

Output: a comprehensive Match Blueprint that includes the Client's Deal Box criteria to guide the Deal Engine, and a professional buyer profile hosted on a domain of the Client's choosing. The buyer profile is generated from a standard template provided by the Provider. The Provider does not offer custom website design, custom layouts, or modifications beyond what is available within the template.

The Client may update their Deal Box at any time by interacting with the matchmaker. Changes adjust deal flow in real time.

3.2 FLOW: The Deal Engine

  • Access to the Deal Engine, the Provider's AI-powered matching system that scans on-market listings across listing sites and broker networks and delivers matched deals to the Client's CRM pipeline, filtered against the Client's Deal Box criteria.
  • Matched deals are delivered with topline metrics, deal summaries, and matchmaker notes from Lady Ebetah explaining why each deal was selected for the Client.
  • The volume of matched deals delivered is determined entirely by the Client's Deal Box parameters and prevailing market conditions. The Provider does not guarantee any specific number of matched deals in any period. Highly restrictive Deal Box criteria may significantly limit deal flow.
  • Deal flow is not exclusive to the Client. The same opportunity may be delivered to multiple clients or third parties whose Deal Box criteria also match.
  • The Provider will advise the Client if the Client's Deal Box parameters are likely to significantly limit deal flow, and may suggest modifications to improve search effectiveness.

3.3 COMMAND CENTER: The CRM

  • A custom CRM pipeline built and configured for the Client during onboarding, modeled on the workflows the Provider's team uses for active deals. Includes separate pipelines for on-market and off-market opportunities.
  • Automations including task triggers, pipeline stage triggers, and follow-up sequences to maintain momentum and ensure timely action on matched deals.
  • Templates for NDA requests, RFIs, broker outreach, and follow-ups, loaded and ready to use.
  • Matched deals from the Deal Engine land directly in the CRM with topline metrics, deal summaries, and matchmaker notes.
  • Call scheduling functionality for broker and seller conversations.

3.4 Professional Domain and Email Setup

  • Domain registration and Google Workspace email setup (up to two addresses) for professional broker and seller outreach.
  • Email deliverability configuration (DMARC, SPF, DKIM) and email warm-up included.

3.5 MOMENTUM: The Deal Room

The Deal Room is the Provider's structured environment where the Client advances through the acquisition process. It includes:

  • The Acquisition Track: A nine-level progression system where each level is earned by completing real milestones in the Client's acquisition search. Each level unlocks the tools, templates, and access relevant to that stage of the process.
  • Working Groups: Stage-specific sessions led by members of the Provider's deal team, where the Client brings their own deals and pipeline for guided coaching and support.
  • Buyers Club: Expert sessions two (2) times per month with the deal team and guest experts, featuring live discussion, case studies, and Q&A.
  • The Insider Vault: A library of recorded expert sessions and real buyer journeys, including sessions with M&A attorneys, QoE professionals, tax strategists, SBA lending experts, and business owners.
  • Accountability Management: Check-ins and progress tracking to support the Client's engagement and momentum through the Program.

3.6 Tools and Resources

The Program includes access to the following proprietary tools and resources, provided for the Client's use within the Program:

  • The 20-Minute Deal Calculator for financial modeling and offer structuring across multiple scenarios.
  • The 15-Minute Deal Review scorecards for go/no-go evaluation of acquisition opportunities.
  • Cash Flow Forecast template for two-year monthly projections.
  • The 72-Hour Offer System, including LOI templates, submission package frameworks, and negotiation guidance developed with M&A attorneys and brokers.
  • Closing Roadmap and Due Diligence Checklist for post-LOI execution.
  • Call Prep Guides and EQ Playbook for broker and seller conversations.

3.7 SBA Lending Support

The Provider maintains relationships with SBA lenders who are familiar with the Provider's clients, processes, and deal structures. As part of the Program, the Provider may offer introductions to these lenders and provide guidance on the SBA pre-qualification and lending process at no additional charge to the Client. This includes the Provider's Lender Toolkit and financing support resources.

If the Client wishes to receive SBA lending support from the Provider, including lender introductions, pre-qualification assistance, and advisory support through the financing process, the Client agrees to work exclusively with lenders introduced or recommended by the Provider for the duration of the financing process for any given transaction. This exclusivity gives the Client the best positioning with lenders who are favorable to the Provider's buyers and may improve the Client's ability to have prior service fees considered toward equity injection at the lender's sole discretion.

The Client is welcome to source and work with their own lenders independently. However, if the Client elects to do so, the Provider will not provide advisory support for the financing process on that transaction, as the Provider cannot effectively support a lending process it is not part of.

Referral Fee Disclosure: The Client acknowledges that the Provider may receive referral fees or other compensation from lenders to whom the Client is introduced. This does not affect the cost of the lending services to the Client, and the Provider's SBA lending support is provided at no additional charge to the Client regardless of whether a referral fee is received.

Equity Injection Disclosure: The Client acknowledges that fees paid to the Provider under this Agreement may, at the sole discretion of the Client's SBA lender, be eligible for consideration toward the Client's equity injection requirement on an SBA-financed acquisition. The Provider makes no guarantee or representation that any lender will accept Program fees as part of the Client's equity injection. This determination is made entirely by the lender on a case-by-case basis.

3.8 Community Platform

  • Access to the Provider's community platform (currently Circle, or such other platform as the Provider may designate from time to time in its sole discretion) for peer learning, deal discussion, and team support.
  • Milestone-based progression levels tracking the Client's deal experience from onboarding through close via The Acquisition Track.

3.9 Off-Market Opportunities

From time to time, the Provider may identify off-market opportunities through its other operations that happen to match the Client's Deal Box. If such surplus opportunities arise, the Provider may, at its sole discretion, surface them to the Client. There is no guarantee the Client will receive any off-market opportunities. Off-market deal flow is not a core feature of the Program and the Client should not rely on receiving any.

If the Provider does surface an off-market opportunity, it will be accompanied by the applicable success fee terms at the time of introduction. The Client may evaluate the opportunity and decide whether to proceed on that basis. If the Client pursues and executes a definitive agreement for an off-market opportunity introduced by the Provider, the success fee disclosed at introduction shall apply.

3.10 Founding Member Bonuses

Clients who enroll as Founding Members during the initial launch period shall receive the following additional benefits, subject to availability:

  • Three (3) private advisor calls with a senior advisor for LOI strategy, financial modeling, deal structure, and negotiation support.
  • One (1) personal Deal Box Review with a senior advisor.
  • Live CIM training session.
  • Live profile reading with Athena Simpson (limited to the first four (4) Founding Members to enroll). Founding Members who do not receive a live profile reading will receive a personalized video review from a senior analyst.

Founding Member bonuses are contingent upon completion of onboarding within fourteen (14) days of enrollment. Deal flow will not activate until onboarding is fully completed.

3.11 Service Activation

Deal flow will not activate until onboarding is fully completed. The Client's first matched deals will be delivered to the CRM upon completion of the onboarding process.

4. Client Responsibilities

The Client agrees to:

  • Self-Directed Search: The Client is responsible for driving all aspects of their acquisition search, including reviewing matched deals, initiating broker outreach, conducting preliminary evaluations, managing communications with brokers and sellers, and advancing deals through the acquisition process. The Provider will provide tools, frameworks, and advisory support, but the Client is responsible for executing the search.
  • Time Commitment: The Client acknowledges that the Program requires a consistent time commitment of approximately ten to twenty (10–20) hours per week to effectively manage their acquisition search. The Client understands that results are directly correlated with consistent effort and engagement.
  • Decision-Making Authority: The Client retains full autonomy and responsibility for all decisions related to identifying, pursuing, evaluating, negotiating, and closing any business acquisition opportunities.
  • Due Diligence: The Client is solely responsible for conducting all necessary financial, legal, and operational due diligence on any potential acquisition opportunity.
  • Direct Communications: The Client must directly manage communications and negotiations with business owners, brokers, lenders, and advisors. The Provider will not serve as an intermediary, negotiator, or representative of the Client.
  • Onboarding Completion: The Client agrees to complete the Program onboarding within fourteen (14) days of enrollment. Deal flow will not activate until onboarding is fully completed. Access to Founding Member bonuses is contingent upon completion of onboarding within this fourteen (14) day period.
  • Program Participation: The Client agrees to engage with The Acquisition Track, participate in working groups and coaching sessions at their current level, and maintain reasonable responsiveness to communications from the Provider's team.

If the Client fails to actively participate, fails to maintain reasonable responsiveness, or materially fails to engage with the Program for a period of thirty (30) consecutive days, the Provider reserves the right to terminate this Agreement with no refund of fees paid or forgiveness of outstanding payment obligations.

Timely Action and Communication

The Client acknowledges that the business acquisition market is highly competitive and that prompt action and engagement are critical to success. The Client agrees to make commercially reasonable efforts to respond within twenty-four (24) hours to communications related to live acquisition opportunities, introductions to brokers or sellers, or time-sensitive recommended next steps.

The Client accepts full responsibility for any consequences arising from delayed responses, failure to take recommended action, or disengagement.

5. Non-Exclusivity of Opportunities

The Client acknowledges that opportunities delivered through the Deal Engine are not exclusive to the Client. The same opportunity may be delivered to other clients, participants, or third parties whose criteria also match. The Provider is under no obligation to restrict deal flow to any single client.

If the Client elects not to pursue an opportunity, or fails to act on an opportunity within a commercially reasonable timeframe, the Provider has no further obligation to the Client regarding such opportunity.

6. Communications Platform

All official communications between the Client and the Provider shall occur via the Provider's designated communication platform, currently Circle. Email may be used for formal notices and documentation. Day-to-day operational communications shall occur through Circle unless otherwise specified by the Provider.

7. Response Time

The Provider will make commercially reasonable efforts to respond to Client communications within forty-eight (48) hours during normal business operating days. Response times exclude weekends, U.S. federal holidays, and other designated office closures as outlined in Section 8.

8. Business Hours and Office Closures

The Provider's standard business hours are Monday through Friday, 9:00 a.m. to 6:00 p.m. Central Time, excluding:

  • U.S. federal holidays,
  • The Friday after Thanksgiving,
  • December 24th through January 1st (The Provider may also observe one additional business day immediately before or after this period, with prior notice to the Client.)

9. Payment Terms

Founding Member Pricing: The Client agrees to pay a program fee of eighteen thousand dollars ($18,000) for the initial six (6) month term, due in advance upon signing this Agreement. Following the initial term, the Client's ongoing quarterly program fee shall be eight thousand dollars ($8,000) per quarter, due in advance at the beginning of each quarterly period.

Grandfathered Pricing: As a Founding Member, the Client's quarterly rate of $8,000 is locked for as long as the Client maintains an active, continuous enrollment without lapse. If the Client's enrollment lapses for any reason, renewal will be at the then-current Program pricing.

Payment Method: Payment via ACH is accepted at no additional cost. Payments made by credit card are subject to an additional processing fee of three percent (3%) of the transaction amount.

On-Market Deals: There is no success fee, milestone fee, or close fee on acquisitions of on-market businesses sourced by the Client through the Deal Engine during the term of this Agreement.

Off-Market Deals: If the Provider surfaces an off-market opportunity to the Client, the applicable success fee will be disclosed at the time the opportunity is introduced. The Client may evaluate the opportunity and decide whether to proceed on that basis. If the Client pursues and executes a definitive agreement for such opportunity, the success fee disclosed at introduction shall apply.

Non-Refundability: Subject to the guarantees set forth in Section 9A, all fees paid or payable under this Agreement are non-refundable once due, regardless of whether the Client continues to engage actively, completes a transaction, secures financing, or experiences changes in personal or professional circumstances. If the Client has entered into a payment plan or installment arrangement, the full remaining balance shall become immediately due and payable upon termination by either party.

Contingency Disclaimer: The Client acknowledges that the Program Fee is not contingent on the Client's ability to obtain financing, close a transaction, or complete an acquisition.

9A. Program Guarantees

Guarantee 1: "Work 10 Deals" (21-Day Conditional Guarantee)

The Client has fourteen (14) days from enrollment to complete the onboarding process. Upon completion of onboarding, the Client will receive a minimum of ten (10) matched deals in their CRM pipeline. The Client then has seven (7) days to work those ten (10) deals using the Provider's tools and system, including running scorecards, reviewing deal summaries, and initiating outreach as appropriate.

If, after completing onboarding and working ten (10) matched deals using the Provider's system within the specified timeframe, the Client does not believe the Program is worth the investment, the Client may request a full refund of the initial Program fee by providing written notice to the Provider within twenty-one (21) days of enrollment. To be eligible for this guarantee, the Client must demonstrate completion of onboarding and documented engagement with the ten (10) matched deals using the Provider's tools.

Upon completion of the initial ten (10) deal review, all additional matched deals in the Client's pipeline will be unlocked.

Guarantee 2: "Velocity Unlock" (90-Day Performance Reward)

If the Client progresses through their Acquisition Track levels and submits at least one (1) Letter of Intent (LOI) by the end of their first quarterly period (90 days from enrollment), the Provider will unlock three (3) additional private advisor calls for the Client's use during their second quarter of enrollment, at no additional charge.

This reward is performance-based and is not transferable. The Provider shall determine in its reasonable discretion whether the Client's level progression and LOI submission meet the qualifying criteria.

10. Term and Renewal

The initial term of this Agreement is six (6) months, commencing on the date of execution.

Following the initial term, this Agreement will automatically renew for successive quarterly periods unless either party provides written notice of non-renewal at least fourteen (14) days prior to the end of the current period.

The Client's grandfathered Founding Member rate remains in effect for as long as the Client maintains continuous enrollment. A lapse in enrollment forfeits the grandfathered rate.

11. Limitations of Service

The Provider's services are advisory and tool-based in nature. The Provider does not represent, negotiate on behalf of, or act as an agent for the Client in connection with any business acquisition.

The Provider does not provide legal, tax, financial, accounting, due diligence, or business valuation services. The Client is solely responsible for retaining appropriate professional advisors.

The Provider does not guarantee any specific volume of matched deal flow. Deal volume is determined by the Client's Deal Box parameters and prevailing market conditions.

Opportunities delivered through the Deal Engine are not exclusive to the Client and may be presented to other clients or third parties.

The Provider makes no guarantees regarding the suitability, financial performance, condition, or future success of any business matched through the Deal Engine.

No Guarantee of Acquisition: The Provider does not guarantee that the Client will identify, pursue, or acquire any business as a result of the services provided. The success of the acquisition process depends on many factors beyond the Provider's control, including market conditions, seller responsiveness, and the Client's actions and decisions.

No Fiduciary Duty: The Client acknowledges that the Provider acts solely in an advisory capacity and does not owe a fiduciary duty to the Client.

Client Responsibility for Delays: The Provider shall not be liable for any missed opportunities, adverse outcomes, or delays resulting from the Client's failure to respond promptly, take recommended actions, or actively engage with brokers, sellers, or other third parties.

12. Confidentiality and Intellectual Property

Confidentiality: The Client agrees to maintain the confidentiality of all non-public, proprietary, or sensitive information received through their participation in the Program. Confidential information includes, but is not limited to:

  • Business plans, financials, operations data, customer lists, trade secrets, or other sensitive information of sellers, brokers, or third parties;
  • Information about acquisition opportunities delivered through the Deal Engine or shared via group programs, working groups, or community forums;
  • Confidential information of other clients or participants in the Provider's programs;
  • The Provider's proprietary matching methodology, Lady Ebetah AI system, Deal Engine algorithms, The Acquisition Track structure, systems, processes, pricing, and internal tools.

Scope of Obligation: The Client agrees not to disclose, use, or reproduce any confidential information for any purpose unrelated to conducting their acquisition search through the Program, except with prior written consent or as otherwise required by law.

Duration: The confidentiality obligations under this Agreement shall survive for three (3) years following the termination or expiration of this Agreement.

Intellectual Property: All materials, templates, strategies, processes, workflows, methodologies, matching algorithms, AI systems (including Lady Ebetah), tools, The Acquisition Track, and the Deal Engine system provided by the Provider (collectively, "Provider IP") remain the exclusive intellectual property of the Provider. The Client is granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Provider IP solely during the term of this Agreement and solely for the Client's own personal acquisition search. This license terminates immediately upon expiration or termination of this Agreement. The Client shall not, directly or indirectly: (a) copy, reproduce, duplicate, screenshot, screen-record, photograph, or otherwise capture any Provider IP, including system interfaces, workflows, pipeline configurations, or matching outputs, except as reasonably necessary for the Client's own personal use within the Program; (b) distribute, share, publish, display, or make available any Provider IP to any third party, including but not limited to advisors, consultants, coaches, brokers, search funds, or competing service providers; (c) reverse engineer, decompile, disassemble, or attempt to derive the underlying logic, algorithms, or methodology of the Deal Engine, Lady Ebetah, or any Provider systems; (d) create derivative works, competing products, or similar services based on or inspired by Provider IP; (e) use Provider IP for any commercial purpose other than the Client's own personal acquisition search, including but not limited to providing advisory services, consulting, coaching, or deal-sourcing services to any third party; or (f) permit any third party to access, use, or benefit from Provider IP through the Client's account or participation in the Program.

Return or Destruction: Upon request or termination of this Agreement, the Client agrees to promptly return or destroy all confidential information and Provider materials received under this Agreement, including any copies, notes, summaries, or derivative materials. Upon the Provider's request, the Client shall provide written certification that all such materials have been returned or destroyed.

Personal Use Only: The Client's access to the Program is for the Client's own personal business acquisition search only. The Client shall not use the Program, Provider IP, or any information or materials obtained through the Program for the benefit of any third party, including but not limited to other prospective buyers, investors, advisors, search funds, or competing services. The Client shall not share login credentials, grant access to their CRM pipeline, or allow any third party to use or observe the Provider's systems through the Client's account.

Client Representations: The Client represents and warrants that: (a) the Client is enrolling in the Program for the sole purpose of conducting a personal business acquisition search with the intent to acquire and operate a business; (b) the Client is not a business broker, M&A advisor, acquisition consultant, search fund operator, private equity professional, or operator of any service that competes with or is substantially similar to the Provider's services; (c) the Client is not enrolling on behalf of or for the benefit of any third party or organization; and (d) the Client will promptly notify the Provider if any of these representations cease to be true during the term of this Agreement. A material misrepresentation under this section shall constitute an immediate breach of this Agreement, entitling the Provider to terminate without notice and pursue all available remedies.

Non-Compete on Competing Services: During the term of this Agreement and for a period of twenty-four (24) months following termination, the Client shall not directly or indirectly develop, launch, operate, invest in, or provide material assistance to any business or service that provides acquisition search, deal matching, deal sourcing, or buyer advisory services that are substantially similar to the Provider's services. This restriction applies to the extent enforceable under applicable law and is intended to protect the Provider's trade secrets, proprietary methodology, and competitive position. This clause does not restrict the Client from purchasing or operating a business acquired through their own search.

Liquidated Damages for IP Breach: The Client acknowledges that a breach of the Intellectual Property, Personal Use, Client Representations, or Non-Compete provisions of this Section would cause the Provider substantial and irreparable harm that would be difficult to quantify. Accordingly, in addition to any other remedies available at law or in equity, the Client agrees to pay liquidated damages of fifty thousand dollars ($50,000) per occurrence of any such breach, which the parties agree represents a reasonable estimate of the Provider's likely damages and is not a penalty. This liquidated damages provision does not limit the Provider's right to seek injunctive relief or additional damages where actual damages exceed this amount.

Audit Rights: If the Provider has a reasonable, good-faith belief that the Client has breached any provision of this Section, the Provider may request that the Client provide a written certification of compliance and cooperate with a reasonable investigation. Failure to cooperate with such a request within ten (10) business days shall constitute a material breach of this Agreement.

13. Non-Circumvention

The Client agrees not to circumvent, bypass, or otherwise interfere with the Provider's role by using the Provider's proprietary systems, tools, matching methodology, or introductions to pursue business opportunities outside of this Agreement without compensating the Provider as required.

This obligation applies specifically to off-market opportunities introduced by the Provider. If the Client, or any third party acting on the Client's behalf, acquires an off-market business introduced by the Provider without honoring the success fee obligation, the Client shall be deemed to have breached this Agreement and will remain liable for the full success fee.

This obligation survives for eighteen (18) months following the termination of this Agreement.

14. No Transfer of Opportunities

The Client agrees not to disclose, assign, transfer, share, or otherwise make available any off-market business opportunity introduced by the Provider to any third party without the Provider's prior written consent.

If the Client facilitates the acquisition of any such opportunity by a third party, including but not limited to family members, affiliates, or other entities controlled by or affiliated with the Client, the Client shall remain fully obligated to pay the success fee as if the Client had acquired the opportunity directly.

This obligation survives for eighteen (18) months following termination of this Agreement.

15. Non-Disparagement

The Client agrees not to make, publish, or communicate any disparaging or defamatory remarks, comments, or statements about the Provider, its affiliates, its personnel, or its services, during or after the term of this Agreement.

Nothing in this clause shall be construed to prohibit the Client from providing truthful testimony or information as required by law.

16. Non-Solicitation

The Client agrees that during the term of this Agreement and for a period of twelve (12) months following termination, the Client shall not directly or indirectly solicit, recruit, or attempt to hire any employee, contractor, consultant, or client of the Provider without the Provider's prior written consent.

17. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, pandemics, labor disputes, government actions, natural disasters, war, terrorism, or civil unrest.

If a Force Majeure event continues for more than thirty (30) consecutive days, either party may terminate the Agreement by providing written notice to the other party.

18. Termination

Termination by Provider: The Provider may terminate this Agreement immediately upon written notice to the Client for cause, including but not limited to:

  • The Client's failure to meet participation obligations under Section 4;
  • The Client's failure to make timely payments under Section 9;
  • The Client's material breach of any other provision of this Agreement that is not cured within ten (10) business days after written notice from the Provider.

In the event of such termination, the Client remains fully responsible for all payment obligations under this Agreement.

Non-Renewal by Client: The Client may elect not to renew this Agreement by providing written notice at least fourteen (14) days prior to the end of the current period, as described in Section 10.

Termination for Material Breach by Provider: If the Client believes the Provider has materially failed to deliver the services described in Section 3, the Client must provide written notice specifying the alleged breach. The Provider shall have thirty (30) days to cure the breach. If the Provider fails to cure within this period, the Client may terminate by providing a second written notice. Such termination shall not entitle the Client to any refund of amounts paid, except as otherwise required by applicable law.

Non-Refundability: All fees paid or payable under this Agreement are non-refundable once due, except as provided under Section 9A (Program Guarantees) or as otherwise required by applicable law.

19. Dispute Resolution

Negotiation: In the event of a dispute, the parties agree to first attempt to resolve the dispute through good faith negotiations.

Mediation: If the dispute cannot be resolved through negotiation within thirty (30) days, the parties agree to engage in non-binding mediation in Austin, Texas, with a mutually agreed-upon mediator. The costs of mediation shall be shared equally.

Binding Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Austin, Texas, before a single arbitrator. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court having jurisdiction. The arbitration proceedings and any award shall be kept confidential by both parties.

Costs: Each party shall bear its own costs and attorneys' fees unless otherwise awarded by the arbitrator.

Injunctive Relief: Notwithstanding the arbitration provisions above, the Provider shall be entitled to seek temporary restraining orders, preliminary injunctions, or other emergency injunctive relief from any court of competent jurisdiction, without the requirement of posting a bond, to prevent actual or threatened breaches of the Confidentiality, Intellectual Property, Personal Use, Client Representations, Non-Compete, Non-Circumvention, or No Transfer of Opportunities provisions of this Agreement. The Client acknowledges that monetary damages alone would be insufficient to compensate the Provider for such breaches and that the Provider would suffer irreparable harm. The pursuit of injunctive relief shall not constitute a waiver of the right to pursue arbitration for the underlying dispute or any claim for damages.

20. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

21. Amendments

This Agreement may not be modified, altered, or amended except by a written agreement signed by both the Client and the Provider.

22. Independent Contractor Status

The Provider is an independent contractor and shall not be deemed an employee, partner, agent, or representative of the Client for any purpose. Nothing contained in this Agreement shall create any partnership, joint venture, or agency relationship between the parties.

23. Survival

The following sections shall survive the termination or expiration of this Agreement: Confidentiality and Intellectual Property, Non-Circumvention, No Transfer of Opportunities, Non-Disparagement, Non-Solicitation, Payment Obligations, Governing Law, Dispute Resolution, and any other provisions that by their nature are intended to survive.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous discussions, representations, agreements, and understandings, whether oral or written.

25. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way.