Co-Sell Partnership Agreement

CO-SELL PARTNERSHIP AGREEMENT

Parties and Effective Date

This Co-Sell Partnership Agreement (the "Agreement") is made and entered into as of by and between:

Individual Corporation Limited Liability Company Partnership

Individual Corporation Limited Liability Company Partnership

Recitals

WHEREAS, Party A is engaged in the development, marketing and sale of certain products and services and has customers and channels that may benefit from joint go-to-market efforts; and

WHEREAS, Party B has complementary products, sales channels and market presence and desires to cooperate with Party A to co-sell and jointly pursue customers under the terms of this Agreement; and

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

Scope of Work

Parties shall cooperate to identify target accounts, coordinate sales activities and present joint offerings. Specific responsibilities, deliverables and performance metrics are described below and in any appended schedules.

Roles and Responsibilities

Each Party shall designate a primary liaison to coordinate co-selling activities. Parties shall use commercially reasonable efforts to: (a) share qualified leads in accordance with lead-handling rules; (b) coordinate joint proposals and demonstrations; and (c) provide timely communications on customer opportunities.

Payment Terms

Compensation to a party for revenue generated through co-selling shall be paid according to the following terms:

Term and Termination

The term of this Agreement shall commence on and continue until unless earlier terminated as provided below.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to termination. Either Party may terminate immediately for material breach that is not cured within thirty (30) days after written notice of such breach.

Confidentiality

Each Party (the "Receiving Party") will keep confidential and will not disclose or use any non-public information of the other Party (the "Disclosing Party") disclosed in connection with this Agreement except as reasonably required to perform the obligations hereunder. Confidential information excludes information that: (a) is or becomes generally known to the public without breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.

Upon termination or written request, the Receiving Party shall return or destroy the Disclosing Party's confidential materials and certify such destruction. The obligations of confidentiality shall survive termination for a period of unless a longer period is required by applicable law.

Intellectual Property and Data

Each Party retains all right, title and interest in its pre-existing intellectual property. Any jointly created materials shall be owned as agreed in writing; absent such agreement, ownership of jointly developed intellectual property will be allocated as described in the Detailed Scope. Each Party grants the other a limited, non-exclusive, non-transferable license to use its trademarks and marketing materials solely in connection with performance under this Agreement and subject to the branding guidelines provided in writing.

Indemnification; Limitation of Liability

Each Party shall indemnify, defend and hold harmless the other Party from and against third-party claims arising out of the indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BETWEEN THE PARTIES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Publicity

Neither Party shall issue press releases, case studies or public announcements regarding joint activities without the other Party's prior written consent, which shall not be unreasonably withheld. Approved co-branded materials shall be reviewed and approved in accordance with the parties' branding guidelines.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The Parties shall attempt in good faith to resolve disputes promptly through negotiation between senior executives. If unresolved, disputes shall be resolved by binding arbitration in accordance with the agreed arbitration rules and seat selected by the Parties.

Entire Agreement; Amendments

This Agreement, including any appendices or schedules executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both Parties.

Miscellaneous

Notices under this Agreement shall be sent to the addresses set forth above or to such other address as either Party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Sign Now