Channel Partner Program Templates

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 contractual obligation. • The Company will provide the Referral Partner with a statement showing the calculation of the referral fee for each Qualified Lead when the referral fee is paid; • If the Company provides a refund to a Qualified Lead or terminates its agreement with a Qualified Lead for any reason within ___ days of the start of the agreement, the Company has the right to deduct the corresponding referral fee from any future payment to the Referral Partner; and • The Company reserves the right to withhold payment if it suspects any fraudulent activities or breaches of this Agreement by the Referral Partner. 3.3 Disputes: In case of any dispute over the calculation or payment of a referral fee, the Parties agree to work in good faith to resolve the dispute. If they cannot resolve the dispute, they will refer it to a mutually agreed third party for mediation. 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.

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