Channel Partner Agreement Template

CHANNEL PARTNER AGREEMENT

This Channel Partner Agreement (the "Agreement") is made and entered into as of by and between Company Name: , a organized under the laws of with its principal place of business at , and Channel Partner Name: , a organized under the laws of with its principal place of business at (each a "Party" and collectively the "Parties").

Recitals

WHEREAS, Company develops, markets and supports the products and services listed as Products below and has the right to appoint third parties to promote, distribute and resell such Products;

WHEREAS, Channel Partner desires to promote, market and resell such Products within the Territory for the compensation and on the terms set forth in this Agreement;

WHEREAS, the Parties wish to set forth the terms and conditions under which Channel Partner will market, sell and support the Products.

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

1. Definitions

1.1 "Products" means the products and services that Channel Partner is authorized to sell under this Agreement: .

1.2 "Territory" means the geographic area described as: .

1.3 "Confidential Information" means non-public information disclosed by one Party to the other that is marked confidential or by its nature should reasonably be considered confidential.

2. Appointment

2.1 Appointment. Subject to the terms of this Agreement, Company hereby appoints Channel Partner, and Channel Partner accepts appointment, to act as a exclusive non-exclusive reseller of the Products within the Territory during the Term. The appointment grants no rights to bind Company beyond this Agreement.

2.2 Restrictions. Channel Partner shall not represent itself as having authority to make promises or representations on behalf of Company except as expressly authorized in writing.

3. Partner Obligations

Channel Partner shall: (a) use diligent efforts to market, promote and sell the Products in the Territory; (b) maintain qualified personnel and reflect a professional standard in all dealings; (c) comply with Company's published policies and pricing guidelines for resale; and (d) provide initial customer support as set forth below. Specific responsibilities:

4. Company Obligations

Company shall: (a) provide reasonable marketing materials, training and technical documentation; (b) provide product updates and support consistent with Company's support policies; and (c) pay commissions set forth in Section 5. Specific obligations:

5. Fees and Payment

5.1 Commission. Company will pay Channel Partner a commission equal to % of Net Revenue actually received by Company from sales of Products to end customers procured by Channel Partner. "Net Revenue" excludes taxes, credits, chargebacks and refunds.

5.2 Payment Terms. Commissions will be calculated monthly and paid within days after Company's receipt of payment from the end customer. Commission disputes must be submitted in writing within days of the commission payment date.

6. Term and Termination

6.1 Term. The initial term of this Agreement shall be from the Effective Date and shall automatically renew for successive one-year periods unless either Party delivers written notice of non-renewal at least days prior to the end of the then-current term.

6.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches and fails to cure within days after receipt of written notice specifying the breach.

6.3 Effect of Termination. Upon termination, Channel Partner shall cease all marketing and use of Company's trademarks and return confidential materials. Termination shall not relieve either Party of payment obligations accrued prior to termination.

7. Confidentiality

7.1 Non-Disclosure. Each Party agrees to hold Confidential Information in strict confidence and not to disclose it except to employees, contractors or affiliates who need the information to perform under this Agreement and who are bound to confidentiality obligations at least as restrictive as those in this Section.

7.2 Duration. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of unless a longer period is required by law.

8. Intellectual Property

8.1 Ownership. Company retains all right, title and interest in and to its trademarks, trade names, copyrights, patents and trade secrets (collectively, "Company IP"). Channel Partner obtains no ownership rights in Company IP except for the limited license below.

8.2 License. Company grants Channel Partner a non-exclusive, non-transferable, revocable license to use Company IP solely to market and resell the Products during the Term, subject to Company's branding and usage guidelines.

9. Compliance with Laws

Each Party shall comply with all applicable laws, regulations and export controls in the performance of its obligations under this Agreement. Channel Partner shall not export or re-export Products in violation of applicable law.

10. Warranties; Disclaimers

10.1 Mutual Warranties. Each Party represents that it has full power and authority to enter into this Agreement and to perform its obligations.

10.2 Company Warranties. Company warrants that it will provide Products in material conformity with Company's then-current specifications. Except as expressly set forth in this Agreement, Company disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose, to the fullest extent permitted by law.

11. Indemnification

11.1 By Company. Company shall defend Channel Partner against any third-party claim that Products infringe a valid third-party patent, copyright or trademark and shall indemnify Channel Partner for amounts finally awarded against Channel Partner in such claims, provided Company is given prompt written notice and control of the defense.

11.2 By Channel Partner. Channel Partner shall indemnify Company for claims arising out of Channel Partner's negligence, willful misconduct, breach of this Agreement or violation of law in the marketing or resale of Products.

12. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or each Party's indemnification obligations, in no event shall either Party be liable to the other for any indirect, incidental, special, punitive or consequential damages, including loss of profits, even if advised of the possibility of such damages. Company's aggregate liability shall not exceed the total commissions paid to Channel Partner in the twelve (12) months preceding the event giving rise to liability.

13. Insurance

Channel Partner shall maintain insurance customary for its business operations, including commercial general liability and errors and omissions coverage, in amounts sufficient to cover its obligations under this Agreement. Certificates shall be provided upon Company's request.

14. Notices

All notices under this Agreement must be in writing and sent by certified or registered mail, overnight courier, or email with confirmed receipt to the addresses set forth below. Notices shall be effective upon receipt.

15. Assignment

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all assets.

16. Amendments; Waiver

Any amendment or modification of this Agreement shall be in writing and signed by authorized representatives of both Parties. Failure to enforce any provision shall not constitute a waiver of that provision or the right to enforce it later.

17. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

18. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements. If any provision is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

19. Miscellaneous

The parties shall cooperate and execute additional documentation reasonably necessary to effectuate the purposes of this Agreement. The headings in this Agreement are for convenience only and shall not affect interpretation.

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