Partner Agreement

Definitions

• “Software” means the Company’s proprietary software products as listed in Exhibit A.
• “Services” means the SaaS services provided by the Company in connection with the Software.
• “End User” means any individual or entity that acquires the Software and Services from the Partner.
  
  

Appointment

• The Company appoints the Partner, and the Partner accepts to act as a non-exclusive Partner of the Software and Services to End Users within the Territory specified in Exhibit B.
• Partner will not market, solicit orders for, or sell the Product outside the Partner Territory, or to any person Partner knows or has reason to know intends to resell the Product outside the Partner Territory, without the prior written consent of the Company

Partner Obligations

• The Partner shall use its best efforts to market, promote, and sell the Software and Services.
• The Partner shall maintain adequate knowledge of the Software and Services to provide effective sales and support.
• 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.
• Partner will provide periodic sales forecasts and reports to the Company, as may be reasonably requested.
• 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.

Company Obligations

• The Company shall provide the Partner with marketing materials, technical support, and training as reasonably requested.
• The Company shall provide the Partner with updates and new releases of the Software as they become available

Commission and Payment

• Commission: The Company shall pay the Partner the commission set forth in Exhibit C for the Software and Services. The Commission is not applicable to SMS Packs/Addons purchased.
• Payment Terms: Payments are due within thirty (30) days from the date of invoice unless otherwise specified in Exhibit C.
• Taxes: The Partner is responsible for all taxes, duties, and charges imposed by any governmental authority on the resale of the Software and Services
• If the Company disputes any invoice or other statement of monies due, the Company shall notify the Partner in writing within 10 days of the receipt of the invoice. The Parties shall negotiate in good faith to attempt to resolve the dispute promptly.

License Grant

The Company grants the Partner a non-exclusive, non-transferable license to market, promote, and distribute the Software and Services to End Users within the Territory.

Intellectual Property

All intellectual property rights in and to the Software and Services are and shall remain the exclusive property of the Company. The Partner shall not remove any proprietary notices from the Software

Confidentiality

• 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.
• 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. This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering into any agreement or contractualobligation.
• 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
• 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.
• 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.
• 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.

Term and Termination

• Term: This Agreement shall commence on the date first set forth above and will continue indefinitely unless and until terminated by either Party
• Termination for Convenience: Either party may terminate this Agreement for any reason with thirty (30) days’ written notice.
• 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
• 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.
• Survival: The rights and obligations of the Parties set forth in this Section 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.

Limitation of Liability

Neither party shall be liable to the other for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement, even if advised of the possibility of such damages.

General Provisions

• Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the state of India.
• 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.
• Amendments: This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party.
• 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.
• 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.
• 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.
• 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.
• 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.
• 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.

Exhibit A: Software
[Zonka Feedback: SaaS Customer Experience and Feedback Software
Website: https://www.zonkafeedback.com/]

Exhibit B: Territory
[The default country is the one where the person or company is located,
unless otherwise specified]

Exhibit C: Commission
[25% recurring commission on each paid sign-up, with lifetime earning
potential]