PARTNER PROGRAM AGREEMENT
BETWEEN
SIMPLY AUTOMATE (“COMPANY”)
AND
_____________________________ (“PARTNER”)
__________________________________________________________________________
THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter,
“Effective Date”) entered into by the Company and the Partner (Company and Partner
collectively referred to as the “Parties” or individually as the “Party”) and includes that
Party’s successors and assigns.
WHEREAS;
The Company is a Digital Transformation Consulting and Development Firm specializing in
Robotic Process Automation (RPA). The Partner wishes to invest in the RPA for business and
development purposes by benefitting from among others: the Company’s software, expertise,
knowledge, resources, and support.
In consideration of covenants and agreements contained in this agreement, and other good and
valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the
following terms and conditions and to be bound thereby:
1. TERM
This agreement shall be valid from the Effective Date for a period of 12 months.
This term shall be renewable for another 12-months after which the annual agreement can be
increased by 5% every year onwards.
Both Parties agree that $____________ is to be paid to Company starting date .
Payment Agreement:
Date: $
Date: $
Date: $
2. SERVICES
The Company shall provide support to the Partner through full access to all of their
marketing, sales, and development departments and specifically;
i. Offer access to its:
Operations Team
Network
Client Recording
CRM
Sales Dashboard
Tool and Training to all RPA vendors
ii. Give the Partner:
Custom website
Partner Portal
Leads
Sales Scripts
Auto Alerts
Social Media Library
Orchestrator/ Studio
The Partner will also be able to white label the Company’s services. For the white label, if the
Partner chooses to use the Company’s name, they will get access to the Company’ CRM
(Email funnels, templates, instant opportunity notification, etc. There will be an extra cost and
different contract where the white label isn’t applied.
3. COMMISSION
The Partner shall receive 40% commission in the first year but thereafter the commission shall
be 20% on the residual term.
4. DEVELOPMENT PROGRAM
The Partner will get development training consisting of:
i. Training modules to all RPA Vendor Partners
ii. Development Training
iii. RPA Business Analyst Training
iv. Development Support
Through the Development Program, the Partner may receive 100% of the residual
income if they undertake the development themselves.
To assist the Partner with building their RPA development team, the Partner shall be
given access to among others;
i. All the partnerships that the Company has
ii. Training modules that will offer guidance on how to do it
iii. Access to all demos, development recordings, unedited use cases, etc.
iv. The development calendar to schedule meetings with the Company’s team at
any time, this may be for questions, training, or support.
v. Recordings to the Company’s development training
vi. The development portal with e.g the trainings, design meetings, information
gather meetings and demos.
vii. The Company’s team (Team Group, WhatsApp group, Slack and email) at any
time. The Partner may set up unlimited calls with the Company’s development
team.
5. PARTNER PROGRAM BONUSES
As a result of this agreement, the Partner will receive Company leads and can fully automate
of their business. The leads will entail names, emails, and/or numbers to be uploaded to a csv
file for easy upload to Parties CRM. If Partner is using Company CRM, leads will be
automatically uploaded in CRM, lead will be emailed Leads Email #1and moved into industry
email funnel. By automating business, Partner gets to know the Company’s team, the
development process, and RPA strategy to deployment.
6. INDEMNIFICATION
The Partner agrees to indemnify, hold harmless and defend the Company and its directors,
officers, employees, and agents from and against any incidental, consequential, indirect, or
special damages, or for any loss of profits or business interruptions caused or alleged to have
been caused by the performance or nonperformance of the services. In the event the Company
is held liable for any such loss, such liability shall be limited to a refund of payments made by
Partner for the services, minus expenses paid to subcontractors or to third parties. The
Company is not responsible for errors which result from faulty or incomplete information
supplied to the Company by Partner. Partner also agrees to not seek damages in excess of the
contractually agreed upon limitations directly or indirectly through suits by or against other
parties.
7. NON-ASSIGNMENT
The Partner shall not transfer or assign this agreement without Simply Automate’s consent.
However, Simply Automate may transfer or assign this agreement or subcontract its
obligations hereunder at any time without the Partner’s consent.
8. DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
Parties agree to settle disputes under this Agreement through, Negotiation, Mediation,
Arbitration, then Litigation. In that order.
9. TERMINATION
Either Party may terminate this Agreement, upon giving the other Party no less than
30 days’ notice in writing. The Partner will however still be obligated to honor the
annual contract after which all the parties’ agreements will be terminated.
If a Party wishes to terminate the contract with less than this stated period, the other
Party reserves the right to charge costs that they have already paid in advance or
incurred.
This Agreement may be terminated at any time by mutual written agreement of the
Parties.
The termination of this agreement shall not discharge the liabilities accumulated by
either Party.
Any Clauses intended by the Parties or this agreement to survive the termination of
this agreement shall survive the termination of this agreement by whatever cause.
10. CONFIDENTIALITY
All non-public, confidential, or proprietary information of a Party (Disclosing Party), whether
disclosed orally or disclosed or accessed in written, electronic or other form or media, and
whether or not marked, designated or otherwise identified as “confidential” in connection
with this Contract is confidential, solely for the use of performing this Contract and may not
be disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon
the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all
documents and other confidential materials received from Disclosing Party. Disclosing Party
shall be entitled to injunctive relief for any violation of this Section. This Section does not
apply to information that is: (a) in the public domain; (b) known to Recipient Party at the time
of disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a
third party.
11. FORCE MAJEURE
For this Agreement, "Force Majeure" means an event which a diligent party could not have
reasonably avoided in the circumstances, which is beyond the control of a party and includes,
but is not limited to, war, riots, civil disorder, earthquake, storm, flood, or adverse weather
conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other
action by government agencies. A Party’s failure to fulfill its obligations due to Force Majeure
shall not be considered a breach of this Agreement, provided that the Party has taken all
reasonable precautions, due care, reasonable alternative measures, and minimal delay all to
carry out the terms of this Agreement.
12. DRAFTING RESPONSIBILITY
Neither party shall be held to a higher standard than the other party in the interpretation or
enforcement of this Contract as a whole or any portion hereof based on drafting
responsibility.
13. GENERAL PROVISIONS
Either Party may request changes to the agreement, but they will only be effective if agreed in
writing and signed by all Parties. If any ambiguity is found in the agreement or various
documents forming this agreement, the Parties shall issue any necessary clarification or
instruction. Except where otherwise provided, failure by either Party to enforce any of these
terms or conditions shall not be a waiver of their right to enforce them. No waiver by either
Party of any breach of, or of compliance with, any condition or provision of this Agreement
by the other Party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time. The provisions of this agreement are severable. If
any provision is held to be invalid or unenforceable, it shall not affect the validity or
enforceability of any other provision.
This agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which taken together shall constitute one instrument. This
agreement constitutes the entire agreement between the parties. It supersedes all prior oral or
written agreements or understandings between the Parties concerning the subject matter of
this agreement. All documents annexed to this agreement shall be subject to the terms under
this agreement, provided that the Parties append their signatures on the documents. The
Parties will exercise utmost good faith in this agreement. The article and section headings in
this agreement are for convenience; they form in no part of this agreement and shall not affect
its interpretation. All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may
require. As used in this agreement: words of the masculine gender shall mean and include
corresponding neuter words or words of the feminine gender, and words in the singular shall
mean and include the plural and vice versa.
Any notice required to be given between the Parties pursuant to the provisions of this
Agreement shall be in writing and shall be deemed duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such
receipt,
(ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
business day after the date postmarked, or
(iii) sent by email.
at the following addresses or such changed address as the Party shall have specified by
written notice, provided that any notice of change of address shall be effective only upon
actual receipt.
Any notice delivered by email shall request a receipt thereof confirmed by email or in writing
by the recipient, and the effective date of such notice shall be the date of receipt, provided
such receipt has been confirmed by the recipient.
Company: Simply Automate, Inc.
Partner:
14. GOVERNING LAW
This Agreement shall be governed in all respects by the laws of Austin, Texas and its Courts
without regard to its conflict of law provisions.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day
and year set forth below.
Signed by the duly authorized representative
of the COMPANY
Signature:
Name: …………………………………………
Designation: ……………………………………
Signed by the duly authorized representative
of the PARTNER
Signature:
Name: …………………………………………
Designation:
Date: ……………………………………………. ……………………………………
Date:
…………………………………………….
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