 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
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,
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
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:
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.
Exhibits Disclaimer
The following exhibits offer various options and template language for different partnership
arrangements. This is a general template that should be customized to fit your needs, and
reviewed by a legal professional to ensure it meets the requirements and protections necessary
for your specific business situation.
Additional appendices to add to this agreement, or reference from your partner portal or
another online source, may include pricing lists, service and product descriptions, software
specifications, software licensing terms, branding guidelines, territory information, and/or sales
targets.
 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.