How it works
Two ways to work together, one published agreement, and default rules that Members can change between themselves.
This page summarizes Version 1.0 of the Master Network Participation and Referral Agreement and the Network Policies. It is informational only. The Agreement and Policies govern if there is any difference.
The idea
Conexus provides a common framework for trusted independent consultants to refer opportunities, access expertise and work together without becoming a consulting firm or giving up control of their own practice. Conexus is the name of the Network, which is a contractual arrangement among independent Members. It is not a firm or partnership, and it does not hold itself out as one.
Independent consultants regularly encounter good opportunities that are outside their expertise, larger than they can comfortably deliver alone, or better suited to someone else. They also need specialist peers and delivery capacity without building permanent overhead. For Members, the practical value can include:
The model is reciprocal. On one engagement you may introduce the opportunity; on another you may receive it; on another you may hold the Client relationship and bring in specialist Members.
Model 1
One Member identifies a specific Client opportunity and makes a warm written introduction to another Member. The Client decides whether to proceed. If the introduction converts into paid work within the applicable period, the Receiving Member pays the Introducing Member under the agreed referral terms.
Example · Referral
A technology consultant learns that a Client needs organizational-design expertise outside the consultant’s practice. The consultant introduces a Member who specializes in that work. The Client hires the specialist directly. The specialist owns and delivers that engagement and pays the introduction fee under the agreed referral terms.
Model 2
One Member holds the Client relationship and contract but needs another Member’s expertise or delivery capacity. The Engaging Member brings in the Engaged Member under a separate, project-specific agreement.
A short written Network Project Confirmation is required before substantive Client work begins whenever two or more Members will deliver for the same Client; a standard two-to-three-page form is provided. Larger or more sensitive work (a Material Engagement: more than CAD 100,000 in fees, sensitive data, public-sector work, or more than three months on site) needs a fuller project agreement. There is no option to proceed without one.
Example · Prime Member Engagement
An operations consultant holds a transformation engagement but needs ERP expertise. A technology Member joins the delivery team while the operations consultant keeps the Client contract. Their Network Project Confirmation defines scope, responsibilities, economics and risk allocation.
Example · Specialist team
A strategy consultant leading an engagement also needs operational, technology and people expertise. Instead of hiring permanent staff or declining the broader work, the consultant assembles complementary Members for the engagement under clearly documented Member-to-Member arrangements.
Economics
| Period from Client’s first payment | Default introduction fee |
|---|---|
| Months 1–12 | 20% of collected Professional Fees |
| Months 13–24 | 10% of collected Professional Fees |
| After month 24 | 0%, the obligation ends |
| Prime Member Engagement | Default allocation |
|---|---|
| Engaging Member (holds the Client contract) | 35% |
| Engaged Member (delivers the work) | 65% |
These are bilateral defaults, not mandatory Network pricing. The Members involved may agree in writing to different lawful economics, including another percentage, a fixed amount or no fee. Conexus itself takes no share. Professional Fees means fees actually collected from the Client, excluding separately itemized taxes and approved expenses. There is no dollar cap on the default introduction fee.
Example calculator · default terms
Protections
The Network is designed to make collaboration easier without creating open-ended claims over another Member’s business.
Client identity, opportunity details and other confidential information shared through the Network must be protected and used only for permitted purposes. Members must deal honestly with one another and accurately represent their credentials, relationships and verification status.
Your obligation · Agreement, Section 8.6
Referral protection and non-circumvention. If another Member introduces you to a Client, you may not go around them on that opportunity for 24 months to avoid the fee, including through an affiliate, a new entity, a subcontractor or redirected payment. A willful breach entitles the affected Member to the fee owed with interest, its reasonable enforcement costs and an accounting of any further benefit, without the same amount being paid twice. It is not a general non-compete.
Each Member remains responsible for its own work, representations, personnel, taxes, regulatory obligations and insurance. Insurance is recommended rather than required, but each Member must be honest about its coverage, and a Member taking on a Material Engagement should carry professional liability (E&O) cover unless the other Members accept its absence in writing. Members do not become partners, employees, agents or joint venturers by participating, sharing compensation or working together.
Each Member is a single legal person with its own Member ID. Affiliated Members must disclose the affiliation and count as one for governance, and no one may use an affiliate to avoid an introduction fee.
Verification without endorsement. Verification is optional. A Member may complete identity, business-registration, address and insurance checks through third-party providers, at its own cost, paid directly to the provider. Each check shows its date and who carried it out. It confirms only the stated check at a point in time; it is not certification, vetting, approval, rating, endorsement or a guarantee, and Members remain responsible for their own due diligence.
Where Network membership or another Member is referenced to a Client, communications must not mislead the Client about who is contracting, delivering or responsible for the work. Members describe themselves as a Member of Conexus, never as Conexus.
If a Client has a concern about a Member’s work, the Member delivering the work is responsible for handling it. Conexus and the Council do not supervise, investigate or adjudicate Client complaints and give no undertaking to Clients.
Governance
The Network is administered by a Council under the Master Agreement. The Council handles administration, records, the Network Policies and Member conduct; it does not decide who joins, beyond a few narrow grounds. At least two-thirds of Council seats must be held by consultants who deliver the work, and the combined vote of business-development Members is capped at 15%. The Council does not bind Members, run their Clients, hold Member funds, or sign contracts on behalf of the Network. A Council seat belongs to the Member and cannot be sold or passed on. A company Member acts through an individual it names, and can change that individual by written notice.
Until the Network has enough Independent Members to govern itself, the company that established it, Nabavi & Company Inc. (the Sponsor), acting through the Council, is responsible for building and stabilizing it. This Founder Control Period ends at the earliest of 15 Independent Members, the Sponsor’s written notice, or the Network having more than 50 Members, and it never restarts. Changes made during it must be published with reasons at least 30 days ahead, cannot be retroactive, and give affected Members a right to withdraw.
Changes to the Agreement or Locked Policies follow a published Update Notice with a redline and a plain-English summary. They take effect no sooner than 30 days later (60 days for default compensation, the kind or basis of Network charges, remuneration and similar money-and-control matters), and enough objections pause or drop the change. The most fundamental changes need two-thirds of the votes cast, so silence can never carry them. You may withdraw before a change takes effect or within 30 days afterwards.
There is currently no Network joining or recurring membership fee. Once the Infrastructure Company is in place, the Network expects to recover the cost of shared infrastructure through modest cost-recovery registration charges, like a corporate registry: an initial charge when you join and an annual charge, set to cover costs only. A Member that joins before a charge starts does not pay the initial charge, and no one pays for earlier periods. You never pay to use the Conexus name or brand, and membership is voluntary. No surplus is ever paid to Members or the Council. The first charge needs Member approval and at least 60 days’ notice; later changes in amount need 60 days’ notice, and a Member may withdraw first. The Infrastructure Company’s annual report goes to all Members in the members-only portal, and every Member is invited to its annual general meeting. Shared infrastructure (the website, the Register and Directory, shared systems and the brand) will be run by a separate Infrastructure Company with a narrow mandate. It may not provide consulting, contract with Clients, receive referral compensation, set pricing or supervise Member work. Until it exists, Nabavi & Company Inc. holds the name, domain and brand as interim Asset Holder, for safekeeping only and not for its own benefit.
Disputes and risk
Member disputes are resolved progressively: direct negotiation, optional Council facilitation, mediation, and finally binding ICDR arbitration. British Columbia and Delaware law and arbitration seats apply as the Agreement sets out.
Participation still involves ordinary business risk. Conexus does not guarantee Client conversion, payment, Member solvency, insurance coverage or outcomes. Liability between Members is capped by default at the greater of CAD 100,000 and twice the fees paid between them, and can be adjusted in a project agreement.
