Partnership Impact Agreement

Partnership Impact Agreement

This Partnership Impact Agreement (the "Agreement") is entered into effective as of by and between:

Recitals

WHEREAS, Party A is engaged in activities related to program design, community engagement, and impact delivery and has expertise and resources relevant to the Parties' mutual objectives; and

WHEREAS, Party B seeks to collaborate with Party A to achieve defined social or environmental impact outcomes and to leverage Party A's capabilities for measurement, reporting, and implementation; and

WHEREAS, the Parties desire to set forth the scope, responsibilities, compensation, confidentiality obligations and governance applicable to their collaboration.

Scope of Work

The Parties agree that the scope described above includes, at minimum: design and execution of impact activities, assignment of responsibilities for program delivery, designation of metrics for success, and delivery of periodic reports. Specific deliverables, timelines, and acceptance criteria are to be documented in the Scope of Work field above and incorporated into this Agreement by reference.

Impact Metrics and Reporting

Reporting shall include specified data points, frequency of submission, and a responsible party for verification. Parties shall cooperate in good faith to validate impact data and remedy any material reporting discrepancies within thirty (30) days of notification.

Payment Terms

Total compensation to be paid by Party B to Party A for performance under this Agreement is USD, subject to adjustments authorized in writing by both Parties.

Late payments shall accrue interest at the rate of on overdue amounts, or the maximum rate permitted by applicable law, whichever is lower. Party A shall not be required to perform additional services while amounts unpaid are outstanding beyond any applicable cure period.

Term and Termination

The term of this Agreement shall commence on and shall continue until unless earlier terminated pursuant to this Section.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered not fewer than days prior to the intended termination date. Either Party may terminate for material breach if such breach is not cured within thirty (30) days after written notice of breach.

Upon termination, Party B shall pay Party A for all work performed and reasonable non-cancellable commitments incurred through the effective date of termination, subject to any offsets for confirmed noncompliance with deliverables. Each Party shall promptly return or destroy Confidential Information of the other in accordance with the Confidentiality section.

Confidentiality

"Confidential Information" means non-public information disclosed by one Party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes generally available to the public through no breach by the receiving Party; (ii) was rightfully in the receiving Party's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing Party's Confidential Information.

The receiving Party shall (a) use Confidential Information only to perform its obligations under this Agreement; (b) restrict disclosure to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) apply at least reasonable care to protect confidentiality. The obligations in this section shall survive termination for a period of years, except with respect to trade secrets where longer protection may apply.

Intellectual Property and Use of Results

Unless otherwise agreed in writing, each Party retains ownership of its pre-existing intellectual property. Results and deliverables developed jointly under this Agreement shall be owned as expressly set forth in writing; absent such writing, Parties grant each other a non-exclusive, royalty-free license to use deliverables for purposes of implementing this Agreement and reporting on impact outcomes. Use of a Party's name, logo, or trademarks for publicity requires prior written approval.

Indemnification

Each Party shall indemnify, defend and hold harmless the other Party from and against any third-party claims arising from the indemnifying Party's gross negligence, willful misconduct or material breach of this Agreement, subject to the indemnified Party's compliance with reasonable notice and cooperation requirements.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration administered in the agreed-upon jurisdiction unless the Parties mutually agree to pursue equitable relief in a court of competent jurisdiction.

Entire Agreement; Amendments

This Agreement, including exhibits and the Scope of Work set forth above, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior negotiations, proposals, and representations, whether written or oral. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the address for each Party set forth above, or to such other address as a Party designates by written notice to the other.

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