Ecosystem Partner Agreement

Ecosystem Partner Agreement

This Ecosystem Partner Agreement ("Agreement") is entered into as of Effective Date: by and between Company Name: , an entity organized as Corporation LLC Other under the laws of with principal place of business at (hereinafter "Company"), and Partner Name: , an entity organized as Corporation LLC Other under the laws of with principal place of business at (hereinafter "Partner"). Company and Partner are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Company develops and operates products, services, or platforms described as: , and seeks to expand its marketplace through qualified partners;

WHEREAS, Partner has resources, technology, channel access or customers described as: , and desires to collaborate with Company to offer joint solutions to end users; and

WHEREAS, the Parties wish to set forth the terms and conditions under which they will jointly market, integrate, and deliver certain products and services to end customers within the scope defined below.

NOW, THEREFORE

In consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means non-public information disclosed by a Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, pricing, customer lists, technical data and integrations. Confidential Information does not include information that: (a) is or becomes generally known to the public other than through a breach of this Agreement; (b) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information; or (c) is rightfully received from a third party without obligation of confidentiality.

1.2 "Joint Deliverables" means materials, software, documentation or other work product created by the Parties in the performance of this Agreement as set out in the Scope of Work.

2. SCOPE OF PARTNERSHIP

2.1 Cooperation. The Parties shall cooperate in good faith to implement joint offerings, integrations, and go-to-market activities. The specific activities to be performed by each Party are described in the Scope of Work below and any mutually executed Statement of Work ("SOW").

2.2 Non-Exclusive. Unless otherwise agreed in a signed SOW, this Agreement establishes a non-exclusive relationship and neither Party is restricted from entering into similar agreements with third parties.

3. CONFIDENTIALITY

3.1 Obligations. Each receiving Party shall: (a) protect Confidential Information using the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) disclose Confidential Information only to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

3.2 Compelled Disclosure. If a receiving Party is compelled by law to disclose Confidential Information, it shall, where permitted, provide prompt written notice to the disclosing Party and reasonably cooperate in any efforts to seek confidential treatment or a protective order.

4. DATA SHARING AND PRIVACY

4.1 Data Use. Each Party shall use shared data only as expressly permitted under this Agreement and applicable law. A Party receiving personal data shall process it only on behalf of and under the documented instructions of the other Party unless otherwise required by law.

4.2 Security. Each Party shall implement and maintain administrative, physical and technical safeguards appropriate to the sensitivity of the data, consistent with industry standards to protect against unauthorized access, disclosure, alteration or destruction.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Except as expressly set forth in this Agreement, each Party retains all right, title and interest in its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing intellectual property.

5.2 License. Each Party grants the other a limited, non-exclusive, non-transferable, royalty-free license to use such Party's trademarks, logos and materials solely to perform its obligations and exercise its rights under this Agreement, subject to the providing Party's trademark usage guidelines and prior written approval for any public use.

5.3 Joint Deliverables. Ownership of Joint Deliverables shall be allocated as follows: . The Parties shall, where appropriate, agree in writing to assignment or licensing terms in the applicable SOW.

6. BRANDING AND MARKETING

6.1 Joint Marketing. The Parties may conduct joint marketing activities subject to mutually approved materials. Each Party must obtain prior written approval of the other Party before using the other Party's marks in any public-facing materials.

7. FEES AND REVENUE SHARE

7.1 Revenue Share. Unless otherwise set forth in an SOW, revenue derived from joint transactions shall be allocated as follows: Company and Partner .

7.2 Payment Terms. Payments due under this Agreement shall be calculated and invoiced monthly unless otherwise agreed. Invoices are payable within days of invoice receipt.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual. Each Party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations hereunder and that the execution and performance will not violate any agreement to which it is a party.

8.2 No Other Warranty. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Indemnity by Partner. Partner shall indemnify, defend and hold harmless Company and its Affiliates from and against any third-party claim arising out of Partner's breach of this Agreement, gross negligence, willful misconduct, or infringement of a third party's intellectual property rights caused by Partner's deliverables.

9.2 Indemnity by Company. Company shall indemnify, defend and hold harmless Partner and its Affiliates from and against any third-party claim arising out of Company's breach of this Agreement, gross negligence, willful misconduct, or infringement of a third party's intellectual property rights caused by Company's products.

10. LIMITATION OF LIABILITY

10.1 Exclusion. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S BREACH OF SECTION 3 (CONFIDENTIALITY) OR ITS INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

10.2 Cap. A Party's aggregate liability for direct damages arising out of or relating to this Agreement shall not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim, or , whichever is greater.

11. TERM AND TERMINATION

11.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for months, unless earlier terminated in accordance with this Agreement. The Agreement shall automatically renew for additional one (1) year terms unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

11.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breach is not cured within days after written notice of such breach.

12. EFFECTS OF TERMINATION

12.1 Wind-Down. Upon termination, the Parties shall cooperate in a commercially reasonable wind-down of joint activities. Each Party shall return or destroy the other Party's Confidential Information and cease use of the other Party's marks, except as otherwise agreed in writing to effect a transition.

12.2 Survival. The provisions of Sections 1 (Definitions), 3 (Confidentiality), 5 (Intellectual Property), 9 (Indemnification), 10 (Limitation of Liability), 12 (Effects of Termination), and 15 (Governing Law; Entire Agreement; Severability) shall survive expiration or termination of this Agreement.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation. Notices shall be effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Amendments. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

14.2 Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, and a waiver must be in writing to be effective.

14.3 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. Electronic or facsimile signatures shall be binding.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

15.2 Entire Agreement. This Agreement, together with all incorporated SOWs and appendices, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the Parties' original intent.

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