Partnership Program Agreement

PARTNERSHIP PROGRAM AGREEMENT

This Partnership Program Agreement (the "Agreement") is entered into as of Effective Date: by and between Company Name: with principal place of business at and Partner Name: with principal place of business at .

RECITALS

WHEREAS, Company develops and markets certain products and services described as: (the "Products");

WHEREAS, Partner has the capability to promote, identify and refer potential customers for the Products and desires to participate in Company's partnership program on the terms set forth herein; and

WHEREAS, Company is willing to appoint Partner and Partner is willing to accept such appointment subject to the terms and conditions of this Agreement.

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

1. DEFINITIONS

1.1 "Program" means the partnership program established by Company pursuant to this Agreement. "Qualified Lead" means a prospective customer referred by Partner to Company that meets the criteria set forth in the Program Enrollment Form and accepted by Company in writing. "Commission" means the compensation payable to Partner as described in Section 4.

2. APPOINTMENT AND SCOPE

2.1 Appointment. Company hereby appoints Partner as a non-exclusive referral partner to identify and refer potential customers for the Products in the Territory: unless otherwise agreed in writing.

2.2 Limitations. Partner shall not make any promises or representations on behalf of Company, bind Company to any contract, or modify the terms of Company’s offerings without Company's prior written consent.

3. PARTNER RESPONSIBILITIES

3.1 Activities. Partner shall use commercially reasonable efforts to promote the Products, identify Qualified Leads, and submit referrals through Company’s prescribed referral process. Partner shall comply with all applicable laws and Company’s reasonable marketing guidelines provided in writing.

3.2 Reporting. Partner shall maintain accurate records of referrals and, upon request, provide supporting documentation to substantiate a Qualified Lead. Failure to provide required documentation within thirty (30) days of request shall relieve Company of any obligation to pay Commission on the disputed referral.

4. FEES AND PAYMENT

4.1 Commission Rate. Company will pay Partner a Commission equal to of Net Revenue actually received by Company from sales to Qualified Leads attributable to Partner, subject to the terms below.

4.2 Payment Terms. Commissions will be paid within days after receipt of payment from the customer, provided no chargebacks or returns are pending. Payments shall be made in U.S. Dollars unless otherwise agreed.

4.3 Taxes and Deductions. Partner is responsible for all taxes on amounts paid to Partner. Company may withhold taxes or make deductions required by applicable law.

5. TERM AND TERMINATION

5.1 Term. The term of this Agreement shall commence on the Effective Date and continue for an initial period of and shall automatically renew for successive periods of unless either Party gives written notice of non-renewal at least prior to the end of the then-current term.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party that remains uncured after thirty (30) days’ written notice specifying the breach. Termination shall be without prejudice to any other remedies available at law or in equity.

5.3 Effect of Termination. Upon termination, Company shall pay Partner any accrued but unpaid Commissions earned prior to the effective date of termination in accordance with Section 4. All licenses granted by Company to Partner shall terminate immediately.

6. CONFIDENTIALITY

6.1 Confidential Information. Each Party acknowledges that it may receive confidential or proprietary information of the other Party. Confidential Information does not include information that is or becomes publicly available without breach of this Agreement, already known to the recipient, or received independently from a third party having a right to disclose.

6.2 Non-Disclosure. Each Party shall hold Confidential Information in confidence and not disclose it to any third party except to those employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Company retains all right, title and interest in its trademarks, service marks, trade names, copyrights, patents and other intellectual property related to the Products. Partner retains all right, title and interest in its own trademarks and materials.

7.2 Limited License. Company grants Partner a limited, non-exclusive, non-transferable, revocable license to use Company's marks solely for the purpose of promoting the Products under this Agreement and in accordance with Company’s published brand guidelines.

8. DATA PROTECTION

8.1 Compliance. Each Party shall comply with applicable data protection laws in relation to personal data processed in connection with this Agreement and shall implement appropriate technical and organizational measures to protect such data.

8.2 Customer Data. Any customer contact information provided by Company to Partner shall be used solely for purposes of fulfilling Partner’s obligations under this Agreement and shall be treated as Confidential Information.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations. Each Party represents and warrants that it has the full corporate power and authority to enter into this Agreement and perform its obligations hereunder and that this Agreement is a legal, valid and binding obligation enforceable against such Party.

9.2 Partner Warranties. Partner warrants that it will perform referrals ethically and in compliance with applicable laws and will not engage in spam, misleading advertising or other conduct that could harm Company’s reputation.

10. INDEMNIFICATION

10.1 Indemnity by Partner. Partner shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Partner’s breach of this Agreement, negligent acts or willful misconduct.

10.2 Indemnity by Company. Company shall indemnify, defend and hold harmless Partner for claims arising from Company’s gross negligence, willful misconduct, or infringement of third party intellectual property rights in the Products.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO PARTNER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by certified mail, courier, or email directed to an authorized recipient, and shall be effective upon receipt.

13. ASSIGNMENT

Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that Company may assign this Agreement in connection with a sale of substantially all of its assets or in connection with a merger or change of control.

14. AMENDMENT AND WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of that provision or any other provision.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State or Jurisdiction of without regard to conflict of laws principles.

16. ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, proposals and agreements between the Parties.

17. 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 invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

18. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

MISCELLANEOUS

The relationship of the Parties is that of independent contractors. Nothing in this Agreement shall create an agency, partnership, joint venture or employment relationship between the Parties.

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