Channel Partner Agreement

CHANNEL PARTNER AGREEMENT

This Channel Partner Agreement (the Agreement) is entered into as of (Effective Date) by and between Vendor Name: , a business organized as Corporation LLC Partnership Individual, with principal place of business at (Vendor), and Channel Partner Name: , with principal place of business at (Partner). Vendor and Partner are each a Party and together the Parties.

RECITALS

WHEREAS, Vendor develops, markets and sells the products and services described in Schedule A attached hereto (Products);

WHEREAS, Partner has experience selling and supporting products in the Territory and desires to obtain the right to market, promote and resell Vendor's Products under the terms of this Agreement; and

WHEREAS, Vendor desires to appoint Partner as a Channel Partner to resell Vendor's Products on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. APPOINTMENT

1.1 Appointment. Vendor hereby appoints Partner as a non-exclusive (unless otherwise specified in Section 1.2) authorized channel partner to promote, market and resell the Products in the geographic area described as: (Territory), and Partner accepts such appointment subject to the terms and conditions of this Agreement.

1.2 Exclusivity. The Parties agree that the appointment is Exclusive Non-exclusive. If Exclusive is selected, Vendor will not appoint other channel partners in the Territory for the Products during the Term, subject to the terms of this Agreement.

2. TERM

2.1 Term. This Agreement commences on the Effective Date and continues for an initial period of year(s) (Initial Term) and shall automatically renew for successive one-year periods unless either Party delivers written notice of non-renewal at least days prior to the then-current term expiration.

3. PARTNER DUTIES

Partner shall: (a) actively market, promote and solicit orders for the Products in the Territory; (b) use commercially reasonable efforts to meet sales targets agreed in writing by the Parties; (c) comply with Vendor's reasonable brand and marketing guidelines; and (d) provide first-line customer support for customers procured by Partner in accordance with Vendor's support policies.

Partner shall not make representations or warranties regarding the Products except those expressly authorized in writing by Vendor. Partner shall maintain records of all sales, customer contacts and support activities and shall provide such reports to Vendor as required in Section 9.

4. VENDOR DUTIES

Vendor shall provide Partner with: (a) product information, marketing materials and reasonable training to enable Partner to market the Products; (b) access to ordering systems or procedures; and (c) timely delivery of Products ordered through Vendor in accordance with Vendor's shipping and delivery policies.

5. PRICING, ORDERS AND PAYMENT

5.1 Pricing. Vendor will provide Partner with the applicable partner pricing and discounts in writing. Vendor may change list prices upon prior written notice to Partner; changes to partner pricing require written approval by Vendor.

5.2 Orders. All orders are subject to acceptance by Vendor. Partner shall submit orders in the form and manner reasonably required by Vendor. Vendor reserves the right to refuse or cancel orders for any reason consistent with Vendor's standard commercial practices.

5.3 Payment and Commissions. Vendor shall pay Partner commissions on Net Revenues from sales to customers procured by Partner in accordance with the schedule below: Commission Rate: . Commissions are payable within days after Vendor's receipt of cleared payment from the end customer and after any applicable chargebacks, returns, or refunds have been resolved. "Net Revenues" means gross amounts actually received by Vendor from customers excluding taxes, shipping and credits for returns.

6. REPORTING AND AUDIT

Partner shall provide sales and activity reports to Vendor on a basis, including customer contact details, order history and forecasted opportunities. Vendor may, at its expense and upon reasonable prior notice, audit Partner's relevant records during normal business hours to verify commissions and compliance. Audits shall be limited to records for the preceding 24 months.

7. CONFIDENTIALITY

Each Party (Receiving Party) shall hold in confidence and not disclose or use any Confidential Information of the other Party (Disclosing Party) except as necessary to perform its obligations under this Agreement. "Confidential Information" includes non-public technical, marketing, financial and business information. Confidential Information does not include information that is or becomes publicly available through no fault of Receiving Party, is rightfully received from a third party without restriction, or is independently developed.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Upon termination, Receiving Party shall return or destroy Disclosing Party's Confidential Information and certify destruction upon request.

8. INTELLECTUAL PROPERTY

Vendor retains all right, title and interest in and to Vendor's trademarks, trade names, logos and product intellectual property (Vendor IP). Vendor grants Partner a limited, non-exclusive, non-transferable, revocable license to use Vendor IP solely to market and resell the Products in the Territory during the Term and as limited by Vendor's brand guidelines. Partner shall not contest or challenge Vendor's rights in Vendor IP.

9. COMPLIANCE WITH LAWS; EXPORT

Each Party shall comply with all applicable laws, rules and regulations in performing its obligations hereunder, including applicable export control and sanctions laws. Partner agrees not to export, re-export or transfer Products or technical data in violation of applicable export laws.

10. INDEMNIFICATION

10.1 Vendor Indemnity. Vendor shall indemnify and hold harmless Partner from and against any claim that the Products infringe a third party's issued patents, trademarks or copyrights to the extent arising from Vendor's designs, provided Vendor is promptly notified, given sole control of the defense and settlement, and Partner cooperates reasonably.

10.2 Partner Indemnity. Partner shall indemnify and hold harmless Vendor from claims arising from Partner's negligent or willful acts, misrepresentations to customers, or breach of Partner's obligations under this Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY RESULTING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS PAID OR PAYABLE TO PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. TERMINATION

12.1 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach.

12.2 Termination for Insolvency. Either Party may terminate immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

13. POST-TERMINATION

Upon termination, Partner shall cease all use of Vendor IP, return or destroy Vendor Confidential Information and shall not represent itself as an authorized partner. Commissions for orders accepted by Vendor prior to the effective date of termination will be paid in accordance with Section 5, subject to adjustments for returns and chargebacks.

14. NOTICES

Notices shall be in writing and deemed effective upon personal delivery, one business day after delivery to an overnight courier, or three business days after deposit in the U.S. mail (first-class, certified), addressed to the addresses set forth above or to such other address as either Party shall designate in writing.

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together constitute one and the same instrument. Electronic signatures shall be valid and binding.

16. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, together with any schedules and exhibits referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

17. REPRESENTATIONS

Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and that the person signing on its behalf is duly authorized to execute this Agreement.

SCHEDULE A — DESCRIPTION OF PRODUCTS

ADDITIONAL PROVISIONS

Any promotional materials, co-marketing commitments and training schedules shall be agreed in writing and appended to this Agreement. Partner shall act as an independent contractor and nothing in this Agreement creates a partnership, joint venture or employment relationship.

Sign Now