Co-branded Partnership Agreement

CO-BRANDED PARTNERSHIP AGREEMENT

This Co-branded Partnership Agreement (the "Agreement") is made as of by and between Partner A: a business entity (entity type: Corporation LLC Individual) with principal place of business at , and Partner B: a business entity (entity type: Corporation LLC Individual) with principal place of business at . Each of Partner A and Partner B is sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Partner A owns certain trademarks, trade names, logos and related intellectual property described in Exhibit A and uses such marks in connection with its business (the "Partner A Marks");

WHEREAS, Partner B owns certain trademarks, trade names, logos and related intellectual property described in Exhibit A and uses such marks in connection with its business (the "Partner B Marks");

WHEREAS, the Parties desire to enter into a collaborative co-branding arrangement under which each Party may permit the other to use specified marks, logos and materials for mutual marketing, promotional activities, product bundling, and related commercial activities as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Co-branded Materials" means marketing materials, packaging, digital assets, and product collateral that include both Parties' marks and are created or approved for use pursuant to this Agreement. 1.2 "Territory" means the geographic area described as: . 1.3 "Net Revenues" means gross receipts received by a Party from the sale of co-branded goods or services less customary deductions for returns, taxes collected from customers, and direct refunds.

2. SCOPE OF CO-BRANDING

2.1 Grant. Each Party hereby grants to the other a limited, non-exclusive, non-transferable license to use the licensor's Marks solely for the purpose and during the Term for which specific uses are approved in writing in accordance with Section 3. Use of a Party's Marks beyond approved uses requires a written amendment signed by an authorized representative of the owning Party.

2.2 Permitted Uses. Permitted uses of the Marks are limited to those described in Exhibit A and any additional uses expressly approved in writing. No Party shall use the other Party's Marks in a manner that disparages, deceives, or materially conflicts with the brand identity standards provided by the owner of the Marks.

3. APPROVAL; QUALITY CONTROL

3.1 Approval Process. All Co-branded Materials shall be subject to prior written approval by the owner of each Mark. A Party receiving materials for approval shall respond within days. Failure to timely object shall not constitute approval where the use would materially alter the Mark or create a likelihood of confusion.

3.2 Quality Standards. Each Party shall ensure that the quality of goods and services bearing the other Party's Marks meets or exceeds the standards reasonably established by the owning Party. The licensing Party may inspect co-branded products and associated marketing upon reasonable prior notice during normal business hours.

4. COMPENSATION AND REVENUE SHARE

4.1 Revenue Share. Unless otherwise agreed in writing, Net Revenues derived from co-branded sales shall be allocated as follows: Partner A: and Partner B: . Payment of any amounts due shall be made within days after the end of the applicable accounting period and accompanied by reasonable supporting documentation.

4.2 Audit Rights. Each Party shall have the right, upon reasonable notice and during normal business hours, to audit relevant books and records of the other Party to verify amounts payable under this Agreement. Any audit shall be at the requesting Party's expense unless an underpayment exceeding of the amounts reported is discovered, in which case the audited Party shall reimburse the reasonable cost of the audit and promptly pay the deficiency with interest at a rate permitted by law.

5. INTELLECTUAL PROPERTY; OWNERSHIP

5.1 Ownership. Each Party retains all right, title and interest in and to its respective Marks, trade dress, and other intellectual property. No ownership right in a Party's Marks is transferred by this Agreement. Except for the license expressly granted herein, no other rights are granted.

5.2 Third-Party Infringement. Each Party shall promptly notify the other of any known infringement or unauthorized use of the other Party's Marks within the Territory. The owning Party shall have the first right, but not the obligation, to enforce its rights; the non-owning Party shall cooperate at the owning Party's reasonable request and expense.

6. CONFIDENTIALITY

6.1 Confidential Information. "Confidential Information" means information marked confidential or that by its nature a reasonable person would understand to be confidential, including pricing, marketing plans, customer lists, and technical data disclosed in connection with this Agreement. Each Party shall maintain Confidential Information in confidence and not disclose it to third parties except as required by law or with the disclosing Party's prior written consent.

6.2 Exceptions. Confidentiality obligations do not apply to information that (a) is or becomes generally known to the public other than by breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement, that entering into and performing under this Agreement will not violate any agreement with a third party, and that to the best of its knowledge its Marks do not infringe third-party intellectual property rights.

7.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any third-party claim, suit, liability, loss, damage or expense (including reasonable attorneys' fees) arising out of: (a) the Indemnifying Party's breach of its representations, warranties or obligations under this Agreement; or (b) the Indemnifying Party's negligent acts or willful misconduct in performing its obligations hereunder.

8.2 Procedure. The Indemnified Party shall provide prompt written notice of a claim to the Indemnifying Party and shall cooperate reasonably in the defense. The Indemnifying Party shall have the right to assume control of the defense and settlement of any claim, provided that any settlement that admits liability or imposes obligations on the Indemnified Party requires the Indemnified Party's prior written consent, not to be unreasonably withheld.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR INTENTIONAL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 CAP ON LIABILITY. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY ONE PARTY TO THE OTHER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. TERM AND TERMINATION

10.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months (the "Term"), unless earlier terminated in accordance with this Section.

10.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for days after receipt of written notice specifying the breach. Termination for cause shall be without prejudice to any other remedy available at law or in equity.

10.3 Effect of Termination. Upon termination or expiration, each Party shall cease use of the other Party's Marks except as expressly permitted in writing; all outstanding payment obligations that have accrued prior to termination shall survive; and Sections relating to confidentiality, indemnification, ownership, and limitations of liability shall survive.

11. NOTICES

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth below (or to such other address that a Party may specify in writing). Notices shall be delivered by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or email followed by a hard copy.

12. AMENDMENTS; WAIVER; ASSIGNMENT

12.1 Amendments. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both Parties.

12.2 Waiver. No waiver of any breach shall be effective unless in writing signed by the waiving Party. Failure or delay to exercise any remedy shall not operate as a waiver.

12.3 Assignment. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except to an affiliate or in connection with a sale of substantially all the assigning Party's assets or equity, provided that the assignee assumes the assigning Party's obligations.

13. MISCELLANEOUS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified as: , without regard to its conflict of laws principles.

13.2 Entire Agreement. This Agreement, including Exhibit A attached hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the Parties' intent.

13.4 Counterparts; Electronic Signatures. 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 and deemed original signatures for all purposes.

EXHIBIT A — CO-BRANDED MATERIALS AND PERMITTED USES

Describe the specific marks, logo files, color palettes, products or services, permitted promotional channels, and any limitations on use below.

CERTIFICATION

Each Party certifies that the individual signing on its behalf is authorized to enter into this Agreement and bind the Party to the terms set forth herein.

Sign Now