PARTNER AGREEMENT
THIS PARTNER AGREEMENT ("Agreement") is made as of this _____ day
of _______, 20__, by and between ________________________ ("Company"),
and ________________________ ("Partner"), each of which may be referred to
as a Party and together as the Parties.
SECTION 1: DEFINITIONS
1.1 "Product(s)" refers to the goods, software, services, or other materials of the
Company, as detailed in Exhibit B, which the Partner is authorized to sell or
service under this Agreement.
1.2 "Partner Type" refers to the classification of the Partner's relationship with
the Company, which could include, but is not limited to, an affiliate, reseller, or
a service provider.
1.3 "License Fees" means the fees to be paid by the Company to the Partner for
the license to use any software or technology, where applicable, as per Exhibit
B.
SECTION 2: DUTIES AND OBLIGATIONS
2.1 Partner Duties: The Partner agrees to perform the following duties:
Partner will use their best efforts to promote the Company's products and
services to potential customers in a professional and ethical manner;
Partner will participate in any Product(s) training sessions as reasonably
required by the Company, and will ensure that its sales staff is adequately
trained and capable of advising end users about the Product(s);
Partner will provide periodic sales forecasts and reports to the Company,
as may be reasonably requested; and
Partner will comply with all applicable laws and regulations and will not
engage in any activity that could harm the reputation of the Company or
the Product(s).
2.2 Company Duties: The Company agrees to perform the following duties:
The Company will provide the Partner with the necessary information
about the Company's services to enable the Partner to effectively promote
the Product(s);
The Company will provide the Partner with payment and pricing terms in
accordance with Exhibit A of this Agreement; and
The Company will provide necessary training and support to the Partner
to enable them to fulfill their obligations under this Agreement
effectively.
SECTION 3: PAYMENT TERMS
3.1 Fees: The pricing for the Product(s) or license fees purchased by the Partner
from the Company shall be as outlined in Exhibit A. All prices are exclusive of
any taxes, fees, duties, or other amounts, however designated, and including,
without limitation, value-added and withholding taxes that are levied or based
upon such charges, or upon this Agreement. Any taxes related to the Product(s)
purchased pursuant to this Agreement are the responsibility of the Partner.
Unless otherwise specified in writing by the Company, all payments are due in
full, without any deduction or withholding, within _____ days from the date of
the Company's invoice.
3.2 Commission: If applicable, the Company will pay the Partner a commission
fee for each Qualified Lead in accordance with the terms and conditions of
Exhibit A of this Agreement.
3.3 Product Delivery: The terms of product delivery, including the location and
method of delivery, will be as detailed in Exhibit B. The risk of loss or damage
to the Products shall pass to the Partner upon the Company's delivery of the
Products to the carrier for shipment. The Partner is responsible for all costs
associated with delivery, including freight, insurance, and fees associated with
import and export duties as applicable.
3.4 Payment Disputes: If either Party disputes any invoice or other statement of
monies due, they shall immediately notify the other Party in writing. The Parties
shall negotiate in good faith to attempt to resolve the dispute promptly.
SECTION 4: CONFIDENTIALITY
4.1 Definition: "Confidential Information" means any information that a Party
("Disclosing Party") discloses to the other Party ("Receiving Party") that is
either designated as confidential at the time of disclosure or should be
reasonably understood to be confidential given the nature of the information and
circumstances of disclosure. Confidential Information may include, but is not
limited to, business plans, customer lists, financial information, marketing
strategies, non-public information relating to products or services, and other
proprietary information.
4.2 Non-Disclosure: The Receiving Party agrees to keep all Confidential
Information strictly confidential. The Receiving Party will not disclose or make
available any Confidential Information to any third party without the prior
written consent of the Disclosing Party. The Receiving Party will use the
Confidential Information solely for the purpose of performing its obligations
under this Agreement.
4.3 Exceptions: The obligations under this section will not apply to any
Confidential Information that: was already lawfully known to the Receiving
Party at the time of disclosure; is disclosed to the Receiving Party by a third
party who had the right to disclose it; is publicly available through no fault of
the Receiving Party; or is independently developed by the Receiving Party
without use of or reference to the Disclosing Party's Confidential Information.
4.4 Required Disclosure: If the Receiving Party is required by law, court order,
or any government or regulatory authority to disclose any of the Confidential
Information, it will give the Disclosing Party prompt written notice of such
requirement before the disclosure and, if possible, enough time to contest the
disclosure.
4.5 Return of Confidential Information: Upon termination of this Agreement, or
upon the Disclosing Party's request, the Receiving Party will return all
Confidential Information and all copies, notes, or extracts thereof to the
Disclosing Party unless required by law to retain it.
4.6 Continuing Obligations: The Receiving Party's obligation to protect the
confidentiality of the Confidential Information will survive termination of this
Agreement and continue until such time as the Confidential Information
becomes public knowledge other than through the Receiving Party's breach of
this Agreement.
SECTION 5: INTELLECTUAL PROPERTY
5.1 Ownership: Partner acknowledges that the Company and its licensors own
all rights, title, and interest in the service(s), product(s), and all intellectual
property rights therein. Nothing in this Agreement gives Partner any right, title,
or interest in the service(s), product(s) or any associated trademarks, except the
right to sell or service the service(s) or product(s) in accordance with this
Agreement.
SECTION 6: TERM AND TERMINATION
6.1 Term: This Agreement shall commence on the date first set forth above and
will continue indefinitely unless and until terminated by either Party.
6.2 Termination without Cause: Either Party may terminate this Agreement
without cause upon providing thirty (30) days' prior written notice to the other
Party. Upon termination without cause, the terminating party is under no
obligation to provide reasoning for the termination.
6.3 Termination for Cause: Either Party may terminate this Agreement
immediately upon written notice if the other Party:
Breaches any material term or condition of this Agreement and fails to
cure such breach within thirty (30) days after receipt of written notice of
the same, unless such breach is such that it cannot be cured within thirty
(30) days, in which case the breaching Party shall commence such cure
promptly after receipt of such notice and continuously pursue such cure
to completion;
Becomes the subject of a voluntary or involuntary bankruptcy,
insolvency, reorganization, liquidation, dissolution, receivership, or
similar proceeding, or otherwise ceases to do business; or
Fails to comply with any applicable laws or regulations, which may harm
the reputation or business of the other Party.
6.4 Effect of Termination: Upon termination or expiration of this Agreement for
any reason:
The rights granted to the Partner under this Agreement will immediately
cease;
The Partner must promptly discontinue all promotion of the Company's
products or services; and
Any fees owed to either Party at the time of termination or expiration will
be paid according to the terms of this Agreement.
6.5 Survival: The rights and obligations of the Parties set forth in this Section 5
and any right, obligation, or required performance of the Parties in this
Agreement which, by its express terms or nature and context is intended to
survive termination or expiration of this Agreement, will survive any such
termination or expiration.
SECTION 7: GENERAL PROVISIONS
7.1 Governing Law: This Agreement shall be governed by and interpreted in
accordance with the laws of the state of ____________________.
7.2 Entire Agreement: This Agreement, including any exhibits and appendices,
contains the entire agreement between the Parties and supersedes all prior and
contemporaneous agreements, understandings, negotiations ,and discussions,
whether oral or written, of the Parties with respect to the subject matter hereof.
7.3 Amendments: This Agreement may only be amended, modified, or
supplemented by an agreement in writing signed by each Party.
7.4 Waiver: No waiver by any Party of any of the provisions hereof shall be
effective unless explicitly set forth in writing and signed by the Party so
waiving. No waiver by any Party shall operate or be construed as a waiver in
respect of any failure, breach, or default not expressly identified by such written
waiver.
7.5 Indemnification: Each Party agrees to indemnify and hold the other
harmless from any claims, losses, damages, liabilities, or expenses incurred as a
result of the negligent or intentional acts or omissions of the indemnifying
Party.
7.6 Severability: If any term or provision of this Agreement is invalid, illegal, or
unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or
render unenforceable such term or provision in any other jurisdiction.
7.7 Notices: All notices or other communications required or permitted under
this Agreement must be in writing. Such notices may be delivered personally,
sent by a recognized overnight delivery service, telecopy, or electronic mail,
provided that receipt of the communication is confirmed. Notices should be
addressed to the relevant Party at the address outlined in this Agreement, or to
any other address that the recipient Party has provided in writing to the sender.
A notice will be considered effectively given at the time of personal delivery, or
at the time of confirmed receipt in the case of delivery by overnight service,
telecopy, or electronic mail.
Company Address:
__________________________________________
__________________________________________
__________________________________________
Partner Address:
__________________________________________
__________________________________________
__________________________________________
7.8 Independent Contractor Relationship: It is understood that the Partner is an
independent contractor and not an agent, partner, or employee of the Company.
The Partner shall not have any authority to enter into any agreements or
obligations on behalf of the Company.
7.9 Non-Exclusivity: The relationship between the Company and the Partner is
non-exclusive. Both Parties are free to enter into similar agreements with other
parties unless otherwise specified in this Agreement.
7.10 No Assignment: The Partner may not assign or transfer this Agreement, or
delegate its obligations under this Agreement, without the Company's prior
written consent.
7.11 Dispute Resolution: In the event of any dispute arising out of or related to
this Agreement, the Parties agree to negotiate in good faith to resolve the
dispute. If the Parties are unable to resolve the dispute, they agree to submit the
dispute to mediation before resorting to litigation.
7.12 Counterparts: This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall be deemed to
be one and the same agreement. A signed copy of this Agreement delivered by
facsimile, email, or other means of electronic transmission shall be deemed to
have the same legal effect as delivery of an original signed copy of this
Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement:
________________________________ ________________________________
____ ____
Company Name Partner Name
________________________________ ________________________________
____ ____
Printed Name and Title Printed Name and Title
________________________________ ________________________________
____ ____
Date Date
________________________________ ________________________________
____ ____
Signature Signature
EXHIBIT A: PRICING TERMS
This Exhibit A forms part of the Agreement and is subject to the terms and
conditions of the Agreement. In the event of any conflict between the terms of
this Exhibit A and the terms of the Agreement, the terms of the Agreement will
prevail.
SECTION 1: PRODUCT PRICING
1.1 Standard Pricing: The standard prices for the products or services are listed
in the Company's price list, a copy of which has been provided to the Partner.
The prices are exclusive of any applicable taxes.
1.2 Discount: The Partner will receive a discount of ____% off the standard
prices for the products or services. The discounted prices are the prices that the
Partner will pay to the Company for the products or services.
SECTION 2: PRICE CHANGES
2.1 The Company may change the standard prices or the discount at any time by
providing at least ____ days written notice to the Partner. The changed prices or
discount will apply to orders placed by the Partner after the effective date of the
price change.
2.2 The prices for any orders placed by the Partner before the effective date of a
price change will be the prices in effect at the time the order was placed.
SECTION 3: PAYMENT TERMS
3.1 Partner will pay for the products or services within ____ days of the
Company's invoice.
3.2 Partner will pay all amounts due in full without any set-off, counterclaim,
deduction, or withholding.
3.3 If the Partner fails to pay any amount due on the due date, the Company
may charge interest on the overdue amount at the rate of ____%. The interest
will accrue daily from the due date until the date of actual payment, whether
before or after judgment.
SECTION 4: CREDIT TERMS
4.1 The Company may, in its sole discretion, extend credit to the Partner.
4.2 The amount of credit, if any, and the terms and conditions of the credit will
be at the Company's sole discretion and may be changed or cancelled by the
Company at any time without notice.
SECTION 5: TAXES
5.1 The prices do not include any taxes. The Partner will be responsible for
paying all taxes related to its purchase of the products or services.
5.2 The Partner will indemnify the Company for any taxes that the Company is
required to pay on behalf of the Partner.
EXHIBIT B: PRODUCTS AND SERVICES
This Exhibit B forms part of the Agreement and is subject to the terms and
conditions of the Agreement. In the event of any conflict between the terms of
this Exhibit B and the terms of the Agreement, the terms of the Agreement will
prevail.
The terms for the products or services provided by the Company to the Partner
are as follows:
SECTION 1: PRODUCTS AND SERVICES
1.1 The Company's products and services available for resale or servicing by the
Partner under this Agreement are described in the attached Product and Service
Descriptions.
1.2 The Company may add, modify, or discontinue any of its products or
services at any time at its sole discretion. The Company will provide the Partner
with reasonable notice of any such changes.
1.3 The Partner agrees to deliver the products and/or services within the
timelines specified in the following table:
Product Delivery/Execution Timeline
SECTION 2: LICENSE AND USE
2.1 For any software or technology Products, the Company grants to the Partner
a non-exclusive, worldwide right to use such software or technology, subject to
any additional terms as may be specified by the Company.
SECTION 3: QUALITY
3.1 The Company represents and warrants that its products and services will
conform to the descriptions provided in the Product and Service Descriptions,
be of satisfactory quality, and fit for the purpose for which they are intended.
3.2 The Partner will promptly notify the Company of any non-conforming
products or services and will cooperate with the Company in the investigation
and resolution of any such non-conformance.
SECTION 4: SUPPORT
4.1 The Company will provide the Partner with the necessary support to
effectively sell the Company's products and services, including product and
service information, sales and marketing materials, and training.
4.2 The Company will provide technical support for the products and services to
the end users. The level and terms of such support will be as described in the
Product and Service Descriptions.
4.3 The Partner agrees to provide technical support for the Product from ___ to
___ (time zone) on business days.
4.4 The Partner will respond to any service or support request from an End User
within ___ hours.
4.5 The Partner will use its best efforts to resolve any issues with the Product
within ___ hours of receiving a service or support request from an End User.
4.6 The Company will provide the Partner and the End Users with any updates
or upgrades to products and services as soon as they are available. The
Company will also provide any necessary support and training for such updates
or upgrades.
