Partnership Agreement

1 Partner Agreement

This Partner Agreement (“Agreement”) is a typeofpartner Agreement. This Agreement is between agilepoint (“Company”)

Company B Address Information

Company A Address Information

and;

partnername, a (“Partner”, and together with Company, the “Parties”, and each, a “Party”).

with its jurisdiction of registration at partneraddress partnerzipcode partnerstateandorcity in partnerregistrationcountry (vatnumber)

This Agreement is effective as of the last date stated on the signature page (the “Effective Date”): effectivedate.

Section 1 - Definitions

“Affiliate” refers to any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party to this Agreement. For the purposes of this definition, “control” shall mean the ownership of, or the power to vote, more than fifty percent (50%) of the voting stock, shares or interests of such entity, or the ability to otherwise direct or cause the direction of the management and policies of the entity, whether through ownership, by contract, or otherwise.

“License and Service Level Agreement” refers to the Product sales agreement between Company and Partner and required for each new Partner Order for licenses.

“Base Price” means the original sales price on the initial contract term of the Customer Agreement, excluding all taxes and discounts, on the date of signing.

“Business Day” refers to the weekdays of Monday through Friday, excluding partnerregistrationcountry public holidays.

“Change of Control” refers to a significant event within a Party where the ownership or control of the organization undergoes a substantial shift, which may occur through various means, such as a merger, acquisition, sale of assets, or a significant change in the ownership structure. An event that could significantly impact the direction, management, and operations of a Party, potentially leading to changes in strategies, policies, commercial strategies, and ethics.

“Code of Conduct & Ethics” refers to Company’s code of conduct and ethics document referenced in Exhibit C. “Partner Code of Conduct”

“Commission” or “Commissions” refers to a percentage of the Net Sales Price that Company pays to the Partner, as specified in this Agreement and the ‘Rates & Benefits Schedule’. This applies to Products purchased by Customers directly from Company or an official Company Partner during the Term of this Agreement. The Commission amount is deducted from the final invoice to the Partner. Example: subscription license for the customer is 30.000€/year - the partner invoices this amount to the end-customer, the partner pays to Company 30.000€ - commission according to the rating specified in Exhibit B.

“Customer(s)” means an individual or other Person that (a) is approved as registered to Partner in Company’s Lead Registration System and (b) acquires directly from the Partner one or more of Company’s Products (i) for its own use only (i.e. as an end user) and (ii) not for the purposes of distribution or resale to third parties.

“Customer Agreement” means an agreement to be signed between the Partner and a Customer for Company Products, such as a ‘Software-as-a-Service Agreement’, ‘License Agreement’, or ‘Master Services Agreement’ (for professional services).

“Customer Official or Employee” includes any official or employee of any existing or prospective customer, as well as any Partner or other person acting on behalf of any existing or prospective customer.

“Effective Date” means date of signature by the last signing party.

“End User License Agreement” or “EULA” refers to Company’s terms of use for Company Products which must be signed and accepted by the Customer prior to the acceptance of a Partner Order. Each partner receives a copy of the EULA.

“Forecast” means regarding any twelve (12) month period, a good faith forecast of Partner’s potential, planned and/or anticipated sales of Products for each calendar quarter during the period, by Products, which approximates, as nearly as possible, based on information available at the time to Partner, the purchase orders the Partner will place in these future calendar quarters. The Forecast shall be provided through Company’s Partner Portal.

“Fundamentals Training” has the meaning set forth in Section 4.14.

“Government Official or Employee” includes any official or employee of any government (or of any department, agency or state-owned instrumentality such as an airport, telecommunications or other utility company that is either in whole or in part controlled by a government) of any country or subdivision thereof, or any official or employee of a public international organization, or any person acting in an official capacity on behalf of such government, instrumentality or public international organization, or any political party or official thereof, or any candidate for political office.

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