Channel Partnership Agreement

CHANNEL PARTNERSHIP AGREEMENT

This Channel Partnership Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Principal Name: , organized under Jurisdiction: with principal place of business at ("Principal"), and Partner Name: , organized under Jurisdiction: with principal place of business at ("Partner").

RECITALS

WHEREAS, Principal develops, sells and distributes the products and services described as "Products" below and seeks to expand market reach through qualified channels;

WHEREAS, Partner operates as a channel reseller, distributor or referral partner with capabilities to market, sell and support Principal's Products within agreed Territory; and

WHEREAS, the parties desire to set forth the terms under which Partner will market, promote and resell Principal's Products and the compensation to be paid to Partner.

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

1. DEFINITIONS

1.1 "Products" means the goods and services authorized for resale by Partner, described as:

1.2 "Territory" means the geographic or market channels in which Partner is authorized to act:

1.3 "Net Revenue" means gross sales actually received by Principal from end customers for Products delivered, less returns, taxes, credits and agreed discounts.

2. APPOINTMENT; SCOPE

2.1 Appointment. Principal appoints Partner, and Partner accepts appointment, to market, promote and resell the Products in the Territory on a non-exclusive basis unless the parties select exclusive appointment below.

Appointment Type: Exclusive Non-exclusive

2.2 Term. The initial term shall be from the Effective Date and shall renew automatically for successive periods of equal duration unless either party provides written notice of non-renewal at least days prior to expiration.

3. PARTNER OBLIGATIONS

3.1 Partner shall diligently market, solicit and attempt to close sales for the Products, maintain knowledgeable sales personnel, and comply with Principal's published pricing and promotional policies.

4. MARKETING, LEADS AND ORDERS

4.1 Marketing Materials. Principal grants Partner a non-exclusive, revocable license to use Principal's marks and marketing materials solely to market the Products in the Territory, subject to Principal's brand guidelines.

4.2 Registration. Partner may register prospective end customers for protection in accordance with Principal's registration procedures; registrations accepted by Principal in writing shall enjoy protection for the shorter of days or the term of this Agreement.

5. FEES, COMMISSIONS AND PAYMENT

5.1 Commission. Subject to the terms of this Agreement, Principal will pay Partner a commission equal to of Net Revenue for each Qualified Sale.

5.2 Payment Terms. Commissions shall be calculated on Principal's monthly accounting cycle and paid within days after issuance of Principal's invoice to Partner for earned commissions. All payments shall be in the currency agreed by the parties.

6. REPORTING AND AUDIT

Partner shall provide periodic sales and pipeline reports to Principal at a frequency of and shall permit Principal to audit Partner's relevant books and records upon reasonable prior notice not more than once per year during normal business hours.

Audit rights: Principal may audit Partner's records in accordance with clause 6

7. INTELLECTUAL PROPERTY

Principal retains all right, title and interest in its trademarks, trade names, copyrights and other intellectual property. Principal grants Partner a limited, revocable, non-transferable license to use Principal's marks solely to market and sell the Products in accordance with Principal's brand guidelines. Partner shall not file, register, or claim any right in Principal's intellectual property.

8. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not disclose such information except to employees or contractors who need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. Confidentiality obligations shall survive termination for years.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Partner represents that it will comply with applicable laws and will not make any false, misleading or unapproved claims about the Products.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses and expenses arising out of its breach of this Agreement, negligence, willful misconduct or violation of applicable law. The indemnified party shall provide prompt written notice of any claim and allow the indemnifying party to control the defense and settlement of such claim.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF THIS AGREEMENT. A PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PARTNER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. TERM AND TERMINATION

Either party may terminate this Agreement for material breach by the other party that is not cured within days after written notice. Either party may terminate for convenience upon days' written notice.

13. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including but not limited to export controls, anti-corruption laws, and data protection requirements.

14. NOTICES

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

15. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless made in a writing signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other breach.

16. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice of law principles. The parties agree that any action arising out of this Agreement shall be brought exclusively in the courts of the chosen jurisdiction, subject to injunctive relief as provided herein.

17. ENTIRE AGREEMENT

This Agreement, including any exhibits or schedules expressly incorporated hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

18. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

19. COUNTERPARTS

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

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