VividMinds Technologies - Partner Agreement

"Customer" means a Referral who executes a definitive agreement with VividMinds for access to or licensing of the Designated Product(s).

"End User" means an individual (whether an employee, consultant, contractor or vendor) of the Customer who accesses and uses the Designated Product(s) on behalf of the Customer.

"End User Seat" means the access rights (or equivalent) that permit a Customer to grant access to a single End User to use the Designated Product(s), as applicable.

"Fee Adjustment Schedule" means the mechanism (if any) set forth in the applicable Annex to adjust Fees downward if the Partner fails to attain agreed Targets during a Target Period.

"Referral" means a person or entity introduced by the Partner to VividMinds in the course of rendering Services hereunder.

"Fees" means the amounts payable by VividMinds to the Partner for the Services, as set out in the applicable Annex(es).

"Designated Product(s)" means the specific VividMinds product(s) that are the subject of a particular referral or engagement, as identified in a Product Schedule attached hereto.

"Services" means generating and managing Referrals in the Territory and providing such assistance (including demonstrations, clarifications, onboarding support, marketing support, and other reasonable collaboration) as may be described in writing by VividMinds from time to time to convert a Referral into a Customer.

"Target" means the agreed number of Customers, or equivalent revenue targets, to be acquired by the Partner for VividMinds in respect of the Designated Product(s) in order to qualify for any special privileges or benefits, as set forth in the applicable Annex.

"Target Period" means the period (e.g., each consecutive three (3) month period) during which attainment of the Target is measured, as specified in the applicable schedule.

"Territory" means the geographic area(s) in which the Partner is authorized to perform the Services, as specified in an applicable Territory Schedule (which may be an Annex).

2.1.

The Partner represents that it has appropriate means, resources, skills, and personnel to render the Services in a commercially reasonable manner with the objective of achieving the Target. The specific actions required to render the Services effectively (e.g., attending meetings, delivering demonstrations, responding to queries, preparing marketing collateral, facilitating proof-of-concepts) shall be described in writing from time to time by VividMinds in connection with the applicable Designated Product(s).

2.2.

The Partner acknowledges that attainment of the Target, if any, is a condition for certain benefits (which may include exclusivity, increased fee tiers, marketing support, etc.) as set forth in the applicable Annex. At the end of each Target Period, VividMinds will verify Target attainment and the Partner shall furnish such documentation and cooperation as reasonably requested to demonstrate performance. Except to the extent otherwise agreed in writing, VividMinds' internal reports or CRM system outputs shall be final and binding in determining Target attainment; provided that if the Partner disagrees with such determination, the Partner's sole and exclusive remedy shall be termination of the Agreement in accordance with Section 7.2.

2.3.

The Partner shall provide periodic reports (e.g., monthly or as specified in the Annex) detailing Referrals, status of follow-ups, pipeline stages, and related activities. VividMinds reserves the right to request further information on any Referral, including engagement status and supporting materials.

3.1.

The Fees payable to the Partner shall be as set out in the applicable Fee Schedule Annex.

3.2.

Fees shall be payable only upon VividMinds' receipt of payment from the Customer in respect of the relevant Designated Product(s), and mere execution of a Customer agreement does not entitle the Partner to payment unless the corresponding revenue has been realized, unless otherwise agreed in writing.

3.3.

VividMinds will share, on a regular basis (e.g., quarterly or as defined in the Annex), a partner statement of account detailing revenue, entitled amounts, and payable invoice amounts. The Partner may raise invoices only for amounts reflected in the statement of account. Unless otherwise agreed, invoices shall be paid within ten (10) days of receipt and acceptance. All Fees are inclusive of applicable taxes unless stated otherwise; VividMinds shall be entitled to deduct taxes at source as required by applicable law.

3.4.

The Partner may submit written notice of any discrepancy in the statement of account within ten (10) days of receipt. VividMinds will review and, if a discrepancy is confirmed, pay any differential amount plus interest at the rate of eighteen percent (18%) per annum for the delayed period, unless otherwise agreed.

4.1.

Except as expressly set forth herein, each Party shall maintain in confidence the terms of this Agreement and any Confidential Information disclosed by the other Party. "Confidential Information" includes non-public, commercially valuable information including technical, product, pricing, business strategy, and other proprietary data. Upon written request and upon expiration or termination of this Agreement, the receiving Party shall return or destroy all tangible materials containing Confidential Information of the disclosing Party.

4.2.

Confidential Information shall remain the sole property of the disclosing Party. The receiving Party shall protect such information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidential Information may be disclosed only to affiliates, employees, contractors, or agents who have a need to know and are bound by confidentiality obligations. Exceptions (such as publicly available information or information rightfully obtained from third parties) shall apply as customary. If disclosure is required by law, the receiving Party shall (where permitted) give prior notice, limit disclosure to the required extent, and cooperate to seek confidential treatment.

4.3.

Each Party acknowledges that a breach of confidentiality may cause irreparable harm and that equitable relief (including injunctions) is available in addition to other remedies.

7.1.

This Agreement shall commence on the Effective Date and shall remain in effect so long as the Partner continues to actively participate in the performance of the Services, unless earlier terminated in accordance with this Section.

7.2.

Either Party may terminate this Agreement:

• (i) upon a material breach by the other Party which is not cured within thirty (30) days after written notice, if such breach is curable;
• (ii) upon the cessation of business or insolvency/bankruptcy of the other Party (with any involuntary petition having a cure/withdrawal period as mutually agreed); or
• (iii) for convenience, upon thirty (30) days' prior written notice to the other Party.

9.1.

All notices under this Agreement must be in writing and delivered by hand, internationally recognized courier, registered post acknowledgement due, or email to the addresses provided in this Agreement or to such updated address as notified in writing.

9.2.

Notices shall be deemed received: if delivered by hand, upon delivery; if sent by courier, forty-eight (48) hours after dispatch; if sent by email, immediately unless bounce notification is received.

10.1. Independent Contractor.

Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship; the Partner has no authority to bind VividMinds except as expressly authorized.

10.2. Force Majeure.

Neither Party shall be liable for delays or failures due to causes beyond its reasonable control, including war, riots, pandemics, communication failures, acts of God, or governmental actions.

10.3 Severability.

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder of the Agreement shall remain in full force.

10.4 Assignment.

This Agreement is not assignable, transferable, or sublicensable by the Partner without the prior written consent of VividMinds.

10.5 Governing Law and Dispute Resolution.

10.6. Amendments.

No amendment or modification shall be valid unless in writing and signed by authorized representatives of both Parties.

10.7. Entire Agreement.

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions and agreements with respect to the subject matter.