Partner Services Agreement

PARTNER SERVICES AGREEMENT

This Partner Services Agreement (the "Agreement") is entered into as of , (the "Effective Date"), by and between , with principal place of business at ("Partner A"), and , with principal place of business at ("Partner B"). Collectively Partner A and Partner B are the "Parties" and individually a "Party".

RECITALS

WHEREAS, Partner A is engaged in the business of providing certain products, services, and marketing capabilities and has the resources necessary to perform the services described in this Agreement; and

WHEREAS, Partner B has expertise and market access and desires to collaborate with Partner A to deliver specified services and refer customers under the terms set forth below; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Partner A will provide services to Partner B and the Parties will cooperate in marketing, delivery, and compensation.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the services, deliverables and obligations described in Section 2 and any Statement of Work executed under this Agreement. "Confidential Information" means information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Partner A shall provide the services described in the attached Statement of Work(s) or as otherwise mutually agreed in writing. Services shall be performed in a timely, professional manner consistent with industry standards.

3. TERM; TERMINATION

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

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon termination or expiration, Partner A shall cease performance and deliver any work in progress. Termination shall not relieve either Party of obligations accrued prior to termination, including payment for Services performed.

4. FEES; PAYMENT

4.1 Fees. Partner B shall pay Partner A the fees set forth in the applicable Statement of Work. Unless otherwise stated, fees are due within days from invoice date. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Each Party shall protect Confidential Information of the other Party with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information may be disclosed only to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.2 Exclusions. Confidential Information does not include information that (a) is or becomes public through no breach, (b) was known without restriction prior to disclosure, (c) is rightfully received from a third party not under an obligation of confidentiality, or (d) is independently developed without use of the disclosing Party's Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly set forth in this Agreement, each Party retains all right, title and interest in and to its pre-existing intellectual property. Partner A shall own all right, title and interest in deliverables created specifically for Partner B under this Agreement, subject to a worldwide, non-exclusive, royalty-free license to Partner B to use such deliverables for its internal business purposes unless otherwise agreed in a Statement of Work.

6.2 License to Materials. Each Party grants the other a limited, non-exclusive, revocable license to use its trademarks, logos and marketing materials solely to perform its obligations and promote the collaboration as mutually agreed in writing.

7. REPRESENTATIONS; WARRANTIES

7.1 Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) performance will not violate any law or contract; and (c) it will perform in a professional and workmanlike manner in accordance with industry standards.

7.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from (a) Indemnitor's breach of its representations or obligations, or (b) a third party claim that Indemnitor's materials or services infringe the third party's intellectual property rights.

8.2 Procedure. The Indemnitee shall provide prompt written notice of any claim and cooperate in the defense. The Indemnitor shall have the right to control the defense and settlement of any claim, provided that no settlement that admits liability or imposes obligations on the Indemnitee may be made without the Indemnitee's prior written consent.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY PARTNER B TO PARTNER A UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. INSURANCE

10.1 Each Party shall maintain commercially reasonable insurance coverage appropriate to the Services provided, including general liability and professional liability as applicable. Upon request, a Party shall provide certificates evidencing such coverage.

11. COMPLIANCE WITH LAWS

11.1 Each Party shall comply with all applicable laws, rules and regulations in performing its obligations hereunder, including data protection, export control and anti-corruption laws.

12. NOTICES

12.1 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 of receipt. Notice is effective upon receipt.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.

13.2 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13.3 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. Signatures delivered by electronic transmission shall be binding.

14. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction chosen by the Parties at signing: , without regard to conflict of laws principles.

14.2 Entire Agreement. This Agreement, together with any Schedules and Statements of Work executed hereunder, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to the subject matter hereof.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a valid provision that most nearly effects the Parties' intent in the invalid provision.

15. MISCELLANEOUS

15.1 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment, franchise, or agency relationship, and neither Party may bind the other except as expressly provided herein.

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