PARTNERSHIP AGREEMENT
№
This Partnership Agreement (“Agreement”) is made as of MONTH_ _ _ _(Month)/, DATE_ _ _ _(Date)/, YEAR_ _ _ _ _(Year), by and between:
Growave LLC, a company organized under the laws of Delaware, USA, with its registered office at 8 The Green, STE R, Dover, DE 19901, USA (“Growave” or “Provider”),
and
AGENCY NAME_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Agency Name), a company organized under the laws of COUNTRY _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Country) with its principal office at OFFICIAL/JURIDICAL ADDRESS _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Official/Juridical Address) (“Partner”).
Growave and Partner may each be referred to herein as a “Party” and collectively as the “Parties.”
1. Purpose
The Parties wish to establish a non-exclusive partnership under which each Party may promote, recommend, and refer the other Party’s services to its network of clients, prospects, or affiliates (the “Partnership”).
This Agreement defines the terms and conditions governing referral activities, marketing collaboration, and mutual promotion.
2. Term and Termination
2.1 Term. This Agreement shall commence on the Effective Date and shall continue indefinitely unless terminated as set forth herein.
2.2 Termination for Convenience. Either Party may terminate this Agreement at any time, without cause, by giving at least thirty (30) days’ prior written notice to the other Party.
2.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days of written notice; or
(b) engages in conduct that damages or could reasonably be expected to damage the reputation or goodwill of the other Party.
2.4 Effect of Termination. Upon termination:
- Each Party shall immediately cease representing itself as a partner of the other;
- All rights granted under this Agreement shall terminate;
- Growave shall pay any unpaid and due referral commissions earned up to the termination effective date.
Sections 6 (Confidentiality), 7 (Intellectual Property), 8 (Indemnification), 9 (Limitation of Liability), and 10 (Governing Law) shall survive termination.
3. Partnership Activities
The Parties agree to:
- Recommend and refer each other to clients and contacts where appropriate;
- Promote each other’s brands in marketing activities, co-branded content, or joint events subject to mutual approval;
- Display backlinks or logo placements on their websites or promotional materials, where applicable;
- Collaborate on mutually beneficial campaigns, webinars, and case studies (“Joint Marketing Activities”).
Neither Party shall make any representation or warranty regarding the other Party’s products or services beyond what is publicly provided or approved in writing.
4. Referral Fees and Commission
4.1 Referral Fee. Growave shall pay Partner a commission of 20% of net revenue received from referred merchants for the first two (2) years of each referred merchant’s paid subscription to Growave.
4.2 Eligibility. A referred merchant qualifies for commission if:
(a) the merchant has been introduced to Growave through the Partner’s unique referral link or email introduction;
(b) the merchant subscribes to a paid Growave plan within ninety (90) days of the referral; and
(c) the merchant remains a paying customer beyond the initial free trial period.
4.3 Payment Terms.
- Partner may invoice Growave once total accrued commission reaches USD $100 or more.
- Payments shall be made within thirty (30) days of invoice receipt via PayPal.
- Commissions are calculated on net receipts actually collected by Growave, excluding taxes, refunds, or chargebacks.
5. Discounts and Trials
Each Party may, at its discretion, offer referred merchants promotional pricing, extended trials, or other incentives (“Partner Benefits”).
Any such benefit must be mutually agreed in writing before publication or distribution.
6. Confidentiality
6.1 Each Party (“Receiving Party”) agrees to keep confidential and not disclose to any third party any confidential or proprietary information (“Confidential Information”) received from the other Party (“Disclosing Party”).
6.2 Confidential Information excludes information that:
(a) is or becomes publicly available without breach;
(b) is rightfully obtained from a third party without restriction;
(c) is independently developed without reference to the Confidential Information; or
(d) is required to be disclosed by law, in which case the Receiving Party shall provide prompt notice where legally permissible.
6.3 Each Party shall protect the other’s confidential information using the same degree of care it uses for its own confidential information, and in no event less than reasonable care.
7. Intellectual Property and Brand Usage
7.1 Each Party retains all rights, title, and interest in its respective trademarks, logos, software, and other intellectual property.
7.2 During the Term, each Party grants the other a limited, non-exclusive, revocable license to use its name and logo solely for approved Partnership marketing purposes.
7.3 Either Party may reference the other’s name and logo in case studies, partnership pages, or joint announcements, provided prior written approval is obtained (email suffices).
7.4 All rights not expressly granted are reserved.
8. Indemnification
Each Party agrees to indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, employees, and agents from any third-party claims, damages, or expenses arising from:
(a) its own negligence, misconduct, or breach of this Agreement; or
(b) its violation of applicable law or third-party rights.
9. Limitation of Liability
Except for breaches of confidentiality, intellectual property, or indemnification obligations, neither Party shall be liable for indirect, consequential, or special damages, including loss of profits or revenue.
Each Party’s total cumulative liability under this Agreement shall not exceed the total referral fees paid or payable in the twelve (12) months preceding the claim.
10. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Delaware, USA, without regard to conflict of laws principles.
Any disputes arising hereunder shall be resolved through good-faith negotiation. If unresolved within 30 days, the dispute shall be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, seated in Wilmington, Delaware.
11. Notices
All notices under this Agreement shall be sent in writing to the addresses set forth above (or as otherwise updated in writing) by email or certified mail and shall be deemed received upon acknowledgment of receipt.
12. Entire Agreement and Amendments
This Agreement constitutes the entire understanding between the Parties concerning the Partnership and supersedes any prior oral or written agreements.
Any amendment must be in writing and signed (or electronically approved) by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.