RESELLER / CHANNEL PARTNER AGREEMENT

TABLE OF CONTENTS

1. Appointment and Scope
2. Territory, Exclusivity, and Segments
3. Partner Obligations
4. Ordering, Pricing, and Discounts
5. Deal Registration
6. Support and Training
7. Marketing and Branding
8. Taxes and Invoicing
9. Compliance (AUP, Export/Sanctions, Anti-Corruption)
10. Confidentiality and Data Protection
11. IP and License
12. Warranties and Disclaimers
13. Indemnities
14. Limitation of Liability
15. Term and Termination
16. Effects of Termination
17. Dispute Resolution and Governing Law
18. Miscellaneous
19. Schedules

1. APPOINTMENT AND SCOPE

• Provider appoints Partner as [non-exclusive/exclusive] reseller of the Products/Services listed in Schedule 1 within the Territory.
• No authority to bind Provider; Partner acts as independent contractor.

2. TERRITORY, EXCLUSIVITY, AND SEGMENTS

• Territory: [GEOS]; segments: [SMB/Enterprise/Public Sector].
• Exclusivity (if any) conditioned on quota attainment and compliance.

3. PARTNER OBLIGATIONS

• Market and resell diligently; maintain qualified sales/support staff; comply with branding guidelines.
• No misrepresentations; adhere to Provider's AUP and policies when demonstrating or provisioning.
• Provide first-line support if agreed; escalate per support handbook.
• Comply with Arizona Consumer Fraud Act (A.R.S. Section 44-1521 et seq.).

4. ORDERING, PRICING, AND DISCOUNTS

• Orders submitted via [PORTAL/PO]; acceptance at Provider's discretion.
• Price lists and discount schedules in Schedule 2; Provider may update with notice [X] days.
• Currency and payment terms; credit holds and suspension rights.
• Late payments shall accrue interest at [1.5%/month] or the rate specified in the Order (Arizona has no statutory usury limit for commercial contracts per A.R.S. Section 44-1201 et seq.).

5. DEAL REGISTRATION

• Partner may register opportunities; registration grants [X] days of protection if approved.
• Conflicts resolved per priority rules; Provider may decline/withdraw for inactivity or non-compliance.

6. SUPPORT AND TRAINING

• Provider supplies training materials; Partner ensures personnel complete required certifications.
• Support model: [Partner Tier 1/Tier 2, Provider Tier 2/3]; SLAs in Schedule 3 if applicable.

7. MARKETING AND BRANDING

• Licensed to use Provider marks per guidelines; no modification; pre-approval for co-branded collateral as required.
• MDF (if any) terms in Schedule 4; proof-of-performance required.

8. TAXES AND INVOICING

• Partner responsible for taxes on resale; Provider responsible for its income taxes.
• VAT/GST handling and resale certificates as applicable.
• Arizona transaction privilege tax (TPT) compliance required per A.R.S. Title 42, Chapter 5.

9. COMPLIANCE (AUP, EXPORT/SANCTIONS, ANTI-CORRUPTION)

• No sales to sanctioned parties or prohibited end uses; comply with export controls.
• Anti-corruption covenant; no facilitation payments; accurate books.
• Partner enforces AUP with its customers; includes flow-downs in customer contracts.
• Compliance with Arizona Data Breach Notification Law (A.R.S. Section 18-551 et seq.).

10. CONFIDENTIALITY AND DATA PROTECTION

• Mutual confidentiality; data shared is minimized; DPA applies where Personal Data is processed.
• Arizona Uniform Trade Secrets Act (A.R.S. Section 44-401 et seq.) governs trade secret claims.
• Data breach notification required under A.R.S. Section 18-551 within 45 days.

11. IP AND LICENSE

• Provider retains IP in Products/Services.
• Partner receives limited license to market and resell; no reverse engineering.
• Customer license terms are in Provider's standard EULA/SaaS terms (attached as Schedule 5).

12. WARRANTIES AND DISCLAIMERS

• Provider warranties per attached customer terms; Partner makes no additional warranties.
• Partner warrants compliance with this Agreement and applicable laws.
• TO THE EXTENT PERMITTED BY ARIZONA LAW, ALL OTHER WARRANTIES ARE DISCLAIMED.

13. INDEMNITIES

• Provider: IP indemnity to end customers per standard terms.
• Partner: indemnifies Provider for (a) Partner representations beyond authorized terms; (b) violations of law; (c) misuse of marks; (d) breach of AUP flow-downs.

14. LIMITATION OF LIABILITY

• Cap: fees paid/payable by Partner in prior [12] months; exclusions for carved-out claims as negotiated.
• No consequential/indirect damages except carved-out categories (e.g., IP indemnity, confidentiality breach, willful misconduct).

15. TERM AND TERMINATION

• Initial term [X] years; auto-renewals unless notice [30/60] days prior.
• Termination for breach uncured within [30] days; for insolvency; for compliance/export reasons immediately.
• Convenience termination [optional] with notice [X] days.

16. EFFECTS OF TERMINATION

• Partner stops holding out as authorized; ceases use of marks; fulfills existing accepted orders.
• No new orders after termination notice unless agreed.
• Return/destroy Confidential Information; settle accounts; optional transition of registered deals.

17. DISPUTE RESOLUTION AND GOVERNING LAW

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.
• Venue: Exclusive jurisdiction and venue shall be in the state or federal courts located in [Maricopa County / appropriate county], Arizona.
• Escalation: The parties agree to attempt good-faith escalation to executives before initiating formal proceedings.
• JURY WAIVER: TO THE FULLEST EXTENT PERMITTED BY ARIZONA LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18. MISCELLANEOUS

• Assignment rules; subcontracting restrictions; notices; force majeure; entire agreement; amendments in writing; order of precedence.
• Arizona Electronic Transactions Act (A.R.S. Section 44-7001 et seq.) governs electronic signatures and records.

19. SCHEDULES

• Schedule 1: Products/Services and Territory/Segments.
• Schedule 2: Price List and Discounts.
• Schedule 3: Support Model/SLAs.
• Schedule 4: MDF Terms (if any).
• Schedule 5: Customer Terms (EULA/SaaS).

SIGNATURE BLOCK

☐ Provider has reviewed and agrees to the terms
☐ Partner has reviewed and agrees to the terms
☐ Legal counsel review completed