Authorized Partner Agreement

AUTHORIZED PARTNER AGREEMENT

This Authorized Partner Agreement (the "Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Principal is engaged in the development, marketing, distribution, and licensing of certain products and services and desires to appoint a non-exclusive or exclusive authorized partner to promote and resell such products and services; and

WHEREAS, Authorized Partner has represented that it possesses the necessary experience, personnel, and resources to act as an authorized partner under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. SCOPE OF AUTHORIZATION

1.1 Appointment. Principal hereby appoints Authorized Partner, and Authorized Partner accepts appointment, to act as an authorized partner to market, promote, and resell the Principal's products and services within the territory and subject to the restrictions set forth in this Agreement.

1.2 Restrictions. Authorized Partner shall not: (a) make warranties or guarantees on behalf of Principal other than those expressly authorized in writing; (b) alter pricing or contractual terms without prior written consent; or (c) sublicense or assign its rights under this Agreement except as expressly permitted herein.

2. PAYMENT TERMS

2.1 Fees. In consideration for the rights granted and services performed by Authorized Partner, Principal shall pay Authorized Partner fees as follows:

2.2 Invoicing and Taxes. Authorized Partner shall submit invoices in the form agreed by the parties. Unless otherwise agreed, amounts payable do not include taxes; the party responsible for collection or remittance of taxes shall be as required by applicable law.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated pursuant to this Agreement.

3.2 Termination for Convenience. Either party may terminate this Agreement upon written notice to the other party delivered at least days prior to the intended termination date.

3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. CONFIDENTIALITY

4.1 Definition. "Confidential Information" means all non-public information disclosed by one party to the other, whether in oral, written, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein; and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

4.3 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of or reference to Confidential Information; or (d) is required to be disclosed by law or valid legal process, provided the receiving party gives prompt written notice to the disclosing party and cooperates in seeking a protective order.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Principal retains all right, title and interest in and to its trademarks, trade names, copyrights, patents, software, documentation, and other intellectual property (collectively, "Principal IP"). Authorized Partner acquires no ownership rights in Principal IP under this Agreement.

5.2 License. Subject to the terms and conditions of this Agreement, Principal grants Authorized Partner a limited, non-exclusive (unless otherwise agreed), non-transferable license to use Principal IP solely to the extent necessary to perform authorized activities hereunder.

6. COMPLIANCE; STANDARDS

Authorized Partner shall at all times comply with applicable laws and regulations and shall conduct its business in a manner consistent with the business reputation and goodwill of Principal. Authorized Partner will maintain reasonable records of sales, leads and customer interactions and will provide reports to Principal as reasonably requested.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claim, liability, loss or expense (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of law.

8. LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, and except for breaches of confidentiality or infringement claims, neither party shall be liable to the other for indirect, incidental, special, consequential or punitive damages, even if advised of the possibility of such damages. Each party's aggregate liability arising out of or relating to this Agreement shall not exceed the fees paid or payable to Authorized Partner under this Agreement in the twelve (12) months preceding the claim.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice. Notices shall be deemed effective upon receipt.

10. GOVERNING LAW; DISPUTE RESOLUTION

The parties agree that the laws of the governing jurisdiction selected above shall govern all disputes arising out of or relating to this Agreement, without regard to conflicts of law principles. The parties shall attempt in good faith to resolve any dispute through negotiation prior to pursuing formal dispute resolution.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral.

11.2 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the original intent.

11.4 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to a successor in interest by merger or sale of substantially all assets, provided such successor agrees in writing to be bound by the terms of this Agreement.

SIGNATURES

The parties below, having authority to bind their respective entities, hereby execute this Authorized Partner Agreement as of the effective date first written above.

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