Channel Partner Business Agreement

CHANNEL PARTNER BUSINESS AGREEMENT

This Channel Partner Business Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Company develops, markets, and sells the products and services described below and seeks to expand its market reach through third-party channel partners; and

WHEREAS, Channel Partner has experience and capabilities to market, promote, and resell Company's products and services within designated territories or customer segments; and

WHEREAS, the parties desire to set forth the terms under which Channel Partner will act as a non-exclusive commercial partner to solicit orders and coordinate sales activities for Company's offerings.

SCOPE OF WORK

Channel Partner will perform the services and sales activities described below. Channel Partner shall use commercially reasonable efforts to promote, demonstrate, and support sale of Company's products in accordance with the terms of this Agreement.

PAYMENT TERMS

Company will pay Channel Partner compensation for sales and services as set forth below. Compensation is contingent on receipt of cleared payment from the end customer and verification of applicable commission documentation.

All amounts payable under this Agreement are exclusive of taxes. If applicable law requires withholding of taxes, the party required to withhold shall provide evidence of such withholding to the other party and the amount payable shall be increased so that the recipient receives the full amount it would have received but for the withholding.

TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party will hold all Confidential Information of the other party in strict confidence, will not disclose it to third parties except as expressly permitted by this Agreement, and will use the Confidential Information solely for the performance of its obligations under this Agreement. Confidential Information includes pricing, customer lists, technical information, business plans, and other non-public information disclosed in connection with this Agreement but excludes information that is (a) publicly known through no breach, (b) rightfully received from a third party without restriction, (c) independently developed, or (d) required by law or regulation to be disclosed (provided the disclosing party gives prompt written notice to the other party and limits disclosure to the extent legally required).

INTELLECTUAL PROPERTY AND LICENSES

Company retains all right, title, and interest in and to its trademarks, trade names, product designs, documentation, software, and other intellectual property. Company grants Channel Partner a non-exclusive, non-transferable license to use Company's trademarks solely in connection with authorized marketing and resale activities during the Term. Channel Partner shall not create derivative works of Company's products or represent itself as owner of Company's intellectual property.

COMPLIANCE, AUDIT RIGHTS, AND REPORTING

Channel Partner shall comply with all applicable laws and regulations in performing its obligations. Company has the right to request reasonable sales and customer reports and to audit Channel Partner's records relevant to commissions and payments upon reasonable notice and during normal business hours.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from the indemnifying party's gross negligence or willful misconduct in connection with this Agreement. Except for willful misconduct or breach of confidentiality, neither party's aggregate liability for claims arising out of this Agreement shall exceed the amount of fees paid by Company to Channel Partner under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties agree that exclusive jurisdiction and venue for any dispute arising out of this Agreement shall be the state or federal courts located in that state unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Agreement, including all exhibits and written schedules signed by the parties, 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 written or oral. No amendment to this Agreement shall be effective unless in writing signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

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