PreShiftIQ Consultant Agreement
1. Parties and Purpose
This agreement is between PreShiftIQ ("PreShiftIQ") and the consulting firm or private equity firm named at signature ("Consultant"). PreShiftIQ operates an independent, buyer-side intelligence platform for supply chain technology (the "Platform"). Consultant uses the Platform on behalf of the buyers it represents (each a "Client"), as a buyer-side agent in evaluating technology vendors.
2. Definitions
"Client" means a buyer that Consultant represents and that has joined the Platform under Consultant's account.
"Consultant Fee" means the fee Consultant pays PreShiftIQ for its use of the Platform, as set out at signature in this agreement.
"Advisor Disclosure" means the disclosure each Client reads and accepts on the Platform before its assessment, describing how Consultant acts for it, how Consultant and PreShiftIQ are paid, and what Consultant can see and do.
3. Consultant's Use of the Platform
Consultant acts for its Clients and does not represent any vendor. Consultant may start an assessment for a Client only after that Client has accepted the Advisor Disclosure, and acts for the Client only as the Advisor Disclosure describes. If a Client withdraws its acceptance, Consultant keeps its access in the Platform to assessments already started, and its assistant tools stop showing that Client. Every action Consultant takes on a Client's behalf is recorded with who acted and when.
Consultant keeps the Platform's information confidential and uses it only to advise the Client it concerns. Consultant may not resell, share, or re-expose any buyer's or vendor's information to any third party, and may not use one Client's information for another.
4. The Consultant Fee
Consultant pays the Consultant Fee set out at signature. The Consultant Fee does not depend on which vendor any Client chooses. Nothing Consultant pays, or declines to pay, alters any vendor's scorecard, match eligibility, fit index, or position on any Client's shortlist, or what is disclosed to any party: fee data is held outside the scoring path and cannot be read by it. Any fee a vendor owes PreShiftIQ under PreShiftIQ's vendor terms is the vendor's obligation and is paid to PreShiftIQ directly, never through Consultant.
5. Consultant's Own Arrangements
Consultant is paid under its own agreement with each Client and may maintain business arrangements of its own choosing with other parties, including vendors, subject to Section 6. Consultant tells each Client about such arrangements as its agreement with that Client and applicable law require.
6. Non-Circumvention
6.1 Definitions. "Platform Information" means any information Consultant obtains through the Platform, including match results, match previews, test matches, the identity of any vendor surfaced for a Client, and vendor scorecard content. "Covered Vendor" means, for a given Client, any vendor identified to Consultant through Platform Information in connection with that Client. "Protected Period" means, for each match between a Client and a Covered Vendor, the attribution window in PreShiftIQ's published vendor terms, counted the same way: twelve (12) months from the date the vendor accepts the match.
6.2 Covenant. During the Protected Period, Consultant shall not, directly or indirectly: (a) introduce, refer, or facilitate an engagement between a Client and a Covered Vendor other than through the Platform; or (b) use Platform Information to arrange any such engagement outside the Platform.
6.3 Exclusions. Section 6.2 does not apply where Consultant shows, with documentary evidence dated before the vendor was first identified through the Platform, an active commercial relationship between the Client and that vendor or an open, dated sales opportunity between them, the same standard PreShiftIQ's vendor terms apply to a vendor's prior-relationship claim. Nothing in this Section restricts a Client from engaging any vendor on its own initiative.
6.4 Fee on Breach. If Consultant breaches Section 6.2, the Consultant Fee for the affected Client engagement becomes due to PreShiftIQ as if the engagement had been made through the Platform. Any fee a vendor owes PreShiftIQ under PreShiftIQ's vendor terms remains the vendor's obligation and is not payable by Consultant, and PreShiftIQ keeps its relationship with that vendor directly. PreShiftIQ may also suspend Consultant's access to the Platform.
6.5 Records. The Platform's records of Consultant's activity, including who ran each match preview, when, for which Client, and which vendors it surfaced, are evidence of when a vendor was identified to Consultant and are presumed accurate absent manifest error.
6.6 Cooperation. Consultant shall provide information PreShiftIQ reasonably requests to determine whether an engagement falls within this Section.
6.7 Independent Advice. Nothing in this Section limits Consultant's advice to a Client about any vendor, including a recommendation against any vendor. Consultant remains free to maintain business relationships of its own choosing. This Section governs only the facilitation of Covered Vendor engagements outside the Platform.
6.8 Survival. This Section survives termination of this Agreement for the remainder of each Protected Period.
7. Independent Status and Conduct
Consultant is an independent party, not an employee, agent, or representative of PreShiftIQ, and may not make commitments on PreShiftIQ's behalf or represent PreShiftIQ's fees, scoring, matching, or vendor terms to any party other than as PreShiftIQ publishes them.
8. Term and Termination
Either party may end this agreement on thirty (30) days' written notice. Consultant Fees accrued before the termination date remain payable. Section 6 survives as it states.
9. General
This agreement, with the Advisor Disclosure each Client accepts, is the entire agreement between the parties on its subject and supersedes prior discussions. PreShiftIQ maintains a complete, time-stamped record of Consultant's activity on the Platform; that record governs in any dispute over when a vendor was identified or what Consultant did.
This agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules, and any dispute arising from it is brought in the courts located in New Castle County, Delaware.