Business Workbook Partner

BUSINESS WORKBOOK PARTNER AGREEMENT

Parties

Recitals

WHEREAS, Company develops, maintains, and licenses a proprietary Business Workbook product, including related templates, training materials, and supporting documentation (collectively, the "Workbook");

WHEREAS, Partner has experience in marketing, distributing, or facilitating use of business tools and wishes to act as a collaborative partner to promote and distribute the Workbook under the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their mutual rights and obligations with respect to the scope of collaboration, compensation, confidentiality, and related matters.

Scope of Work

The Partner shall perform the services described below consistent with the terms of this Agreement. Services shall include promotion, distribution, onboarding of customers, and such other activities as set forth in the Scope of Work.

Payment Terms

In consideration for the services and rights granted under this Agreement, Company shall pay Partner as follows:

Term and Termination

This Agreement commences on the Effective Date and continues until the Termination Date unless earlier terminated pursuant to this section.

Effective Date:    Termination Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within the notice period specified above. Company may terminate immediately for Partner insolvency, bankruptcy, or unauthorized assignment of rights under this Agreement.

Confidentiality

"Confidential Information" means non-public business, technical, financial and customer information disclosed by one party to the other in connection with this Agreement, whether disclosed orally, in writing, or by inspection. Confidential Information includes Workbook content, pricing, customer lists, and strategies, but excludes information that is: (a) already known to the receiving party without restriction; (b) becomes publicly available through no fault of receiving party; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the disclosing party's Confidential Information.

The receiving party shall: (i) hold Confidential Information in strict confidence; (ii) not disclose it to third parties except as necessary to perform under this Agreement and subject to written confidentiality obligations; and (iii) use Confidential Information solely to fulfill its obligations under this Agreement. The confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Licenses

Company retains all right, title and interest in and to the Workbook and related intellectual property. Company grants Partner a limited, non-exclusive, non-transferable license to use, market, and distribute the Workbook solely as provided in this Agreement. Partner shall not create derivative works, remove proprietary notices, or claim ownership of Company intellectual property.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from claims arising out of its gross negligence, willful misconduct, or breach of this Agreement. Except for willful misconduct or indemnity obligations, neither party shall be liable for consequential, incidental, or punitive damages. The aggregate liability of each party shall not exceed the total compensation paid by Company to Partner in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any dispute arising under this Agreement.

Entire Agreement; Amendment

This Agreement, including any schedules and attachments executed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an acquirer of substantially all its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge they have had the opportunity to review this Agreement with counsel.

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