PARTNERSHIP AGREEMENT

PARTNERSHIP AGREEMENT

BETWEEN

___________________________(“COMPANY”)

__________________________________ (“PARTNER”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20…….,.(“Effective Date”), by the Company of _________________________address and the Partner of ____________________address (collectively referred to as “Parties” or individually as “Party”) and includes that Party’s successors and assigns

In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Party agree to the following terms and conditions and to be bound thereby:

1. COMMENCEMENT AND DURATION

This agreement shall be valid from ______________________for a renewable period of one year.

• THE NAME OF THE PARTNERSHIP

Parties shall carry on the Partnership business under the name _______________________________.

• PURPOSE OF THE AGREEMENT

The purpose of this Partnership agreement is to enable the Company to offer solutions designed to fit the Partner’s business needs. This includes but is not limited to increasing the Partner’s access to resources, hands-on support for each of the core processes necessary for the Party to grow their product business, and improving the Partner’s current business through detailed business review and branding support.

• THE OFFICE

Each Party will conduct business in their respective business addresses.

• CONTRIBUTION

As consideration for the Partnership, the Partner shall pay the Company Partnership fees as follows: (select one)

☐ $1,500 annually,

☐ $500 quarterly,

☐ $200 monthly

• PAYMENT PERIOD

Monthly payments require an automatic transfer of payment on the Effective Date, but quarterly and annual payments must be made within 14 calendar days from the Effective Date.

• MANAGEMENT OF THE PARTNERSHIP (select one)

☐ The Partnership shall be managed by the Company.

☐ Subject to the limitations contained explicitly in this Agreement, the Parties shall enjoy the total, exclusive, and absolute right, power, and authority to manage and control the Partnership in equal portions. The Parties shall have all of the rights, powers, and authority conferred by law or under other provisions of this Agreement.

• DISCLAIMER

Unless otherwise provided herein or agreed by the Parties, content under this Agreement shall be used exclusively for the Company’s website and marketing materials for the first calendar year, after which ownership of the said content shall be shared in perpetuity.

• PARTNERSHIP EXPENSES

Unless otherwise provided, each Party will be liable for their own expenses incurred under the Partnership.

1. AUTHORITY

No Party shall buy any goods or articles or enter into any contract on behalf of the Partnership without the prior consent in writing of the other Party. If any Party exceeds this authority, the other Party shall have the option to take the goods or accept the Contract on account of the Partnership or let the goods remain the sole property of the Party who shall have obligated themself.

1. NON-SOLICITATION

Except as otherwise provided, for the duration of this Agreement, a Partner will not directly or indirectly

solicit for any competing company or any other business engaged in the same or substantially similar business as the Partnership.

1. INTELLECTUAL PROPERTY

Except as otherwise stated, any intellectual property belonging to a Party during the subsistence of this Agreement is the exclusive property of that Party.

1. PROHIBITION ON TRANSFER

Neither Party shall assign, transfer, convey, encumber any of its rights or obligations hereunder without the prior written consent of the other Party. The consent shall not be unreasonably withheld.

1. DISPUTE RESOLUTION

Disputes under this Agreement shall be settled through Mediation.     

1. COURT COSTS AND ATTORNEYS’ FEES

In any action under this Agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

1. TERMINATION
2. Either Party may terminate this Agreement for any cause upon giving the other Party no less than one payment period days’ notice in writing. If a Party wishes to terminate the Contract with less than these stated days, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
3. A Partner shall be liable to pay 75% of the remaining balance on the Partnership fee upon termination.
4. The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
5. Any Clauses intended by the Party or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

1. 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 as 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.

1. 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.

1. ADDITIONS, ALTERATIONS, OR MODIFICATIONS

Where it shall appear to the Party that this Agreement, or any terms and conditions contained in this Agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any alteration or addition shall be deemed necessary, the Party will enter into, execute, and perform all necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing, signed by the Party hereto, and no oral agreement shall be effective.

• NO WAIVER

Except where this Agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  Failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.

• SEVERABILITY

Suppose any provision of this Agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; Party may amend that provision or remove it from this Agreement. The remaining provisions of this Agreement shall remain in full force and effect.

• Notices

Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the addresses above-stated (including email) or at 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.

• ENTIRE AGREEMENT

This Agreement contains the entire understanding of the Party, and there are no commitments, agreements, or understandings between the Party other than those expressly set forth herein. Party will exercise utmost good faith in this Agreement.

• cOUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.

• headings

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.

• PRONOUNS

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.

• Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to its conflicts of law provisions.

IN WITNESS WHEREOF, the Parties have executed this Agreement, as set below.

Signed by the duly authorized representative of the COMPANY   Signature:                                                         Name:                                                              Designation:                                                     Date:

Signed by the duly authorized representative of the PARTNER   Signature:                                                        Name:                                                              Designation:                                                     Date: