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. SECTION 5: INTELLECTUAL PROPERTY 5.1 Ownership: Referral 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 Referral 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 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. 6.4 Effect of Termination: Upon termination or expiration of this Agreement for any reason: • The rights granted to the Referral Partner under this Agreement will immediately cease; • The Referral 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. 6.5 Survival: The rights and obligations of the Parties set forth in this Section 6 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. SECTION 7: GENERAL PROVISIONS 7.1 Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the state of ____________________.

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