Channel Partner Agreement Template

This Channel Partner Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:

Company: [Company Legal Name], with an address at [Address] (“Company”).

Partner: [Partner Legal Name], with an address at [Address] (“Partner”).

Company and Partner may be referred to individually as a “Party” and collectively as the “Parties.”

1. Partner Appointment

1.1 Appointment. Company appoints Partner as a: ☐ Referral Partner ☐ Reseller ☐ Distributor ☐ Agent ☐ Other: [Type].

1.2 Non-Exclusive. This Agreement is: ☐ Non-exclusive ☐ Exclusive in [Territory/Vertical], subject to performance.

1.3 Territory/Market. Partner may market/sell in: [Territory/Vertical/Customer segment].

1.4 No Authority. Partner has no authority to bind Company unless expressly authorized.

2. Products and Program Terms

2.1 Products/Services. Partner will promote/sell: [Products/services].

2.2 Program Materials. Company will provide program materials, training, and pricing rules as applicable.

2.3 Updates. Company may update product features and program terms with notice, provided changes do not retroactively reduce earned commissions.

3. Partner Responsibilities

3.1 Marketing and Sales Efforts. Partner will use reasonable efforts to market and sell Products, including: [Activities].

3.2 Compliance. Partner will comply with applicable laws and Company brand and marketing guidelines.

3.3 No Misrepresentation. Partner will not make false claims about Products or Company.

3.4 Customer Support (Choose One).

☐ Company provides customer support

☐ Partner provides first-line support under Company guidelines

☐ Split support responsibilities: [Details]

4. Lead Registration and Deal Protection (Optional)

4.1 Lead Registration. Partner may register leads by submitting: [Form/email/portal].

4.2 Protection Period. Registered leads are protected for [__] days if Partner actively pursues the opportunity.

4.3 Conflicts. If multiple Partners register the same lead, priority goes to: ☐ First accepted registration ☐ Highest contribution ☐ Company decision.

5. Pricing, Discounts, and Orders

5.1 Pricing Rules. Partner must follow Company pricing policies and may not discount below: [Minimum price], unless approved.

5.2 Reseller Model (If Applicable). Reseller discount: [__]%. Payment terms: [Net __].

5.3 Referral Model (If Applicable). Company will contract with the customer; Partner earns commissions under Section 6.

5.4 Taxes. Taxes handled per applicable model and law.

6. Fees, Commissions, and Payment

6.1 Commission/Discount Structure. Partner earns:

☐ [**]% of net revenue for referred deals

☐ $[**] per qualified lead

☐ Tiered commissions: [Tiers]

☐ Reseller margin/discount as stated in Section 5

6.2 When Earned. Commission is earned when: ☐ Customer pays Company ☐ Contract is signed and first payment received ☐ Other: [Trigger].

6.3 Payment Timing. Company pays commissions: ☐ Monthly ☐ Quarterly ☐ Net [__] days after earning.

6.4 Chargebacks/Refunds. If customer refunds or fails to pay, commissions may be reversed or adjusted, as permitted by law and policy.

6.5 Reporting. Company will provide commission statements: [Frequency].

7. Marketing, Branding, and Co-Marketing

7.1 Brand License. Company grants Partner a limited, non-exclusive license to use Company trademarks solely to market Products under this Agreement.

7.2 Approval. Partner must obtain approval for co-branded materials: ☐ Yes ☐ No (if no: follow guidelines).

7.3 Marketing Claims. Partner will use approved messaging and avoid unsubstantiated claims.

7.4 Co-Marketing (Optional). Co-marketing activities: [Webinars, events, content].

8. Confidentiality and Data

8.1 Confidential Information. Partner will protect Company confidential information.

8.2 Customer Data. Each Party will handle customer data in compliance with privacy laws and only for permitted purposes.

9. Intellectual Property

9.1 Ownership. Company retains ownership of Products, software, and trademarks.

9.2 Feedback (Optional). Partner feedback may be used by Company without obligation unless restricted by law.

10. Term and Termination

10.1 Term. This Agreement begins on the Effective Date and continues for [**] year(s) unless terminated earlier.

10.2 Termination for Convenience. Either Party may terminate with [**] days’ notice.

10.3 Termination for Cause. Either Party may terminate for material breach not cured within [__] days after notice.

10.4 Effect of Termination. Partner must stop marketing as an authorized partner and cease use of Company branding.

11. Non-Solicitation and Non-Interference (Optional)

11.1 Non-Solicitation. For [__] months after termination, Partner will not solicit Company employees or customers introduced through the program, where enforceable.

11.2 No Circumvention. Partner will not interfere with Company’s direct sales relationships except as permitted under this Agreement.

12. Limitation of Liability

12.1 Limitation. To the extent permitted by law, neither Party is liable for indirect damages.

12.2 Cap (Optional). Liability cap: $[] or fees paid in last [] months.

13. Miscellaneous

13.1 Governing Law. This Agreement is governed by the laws of [State/Country].

13.2 Notices. Notices must be sent to the addresses above.

13.3 Entire Agreement. This Agreement is the entire agreement about the partner relationship.

13.4 Amendments. Amendments must be in writing and signed by both Parties.

13.5 Severability. If any provision is unenforceable, the remainder remains effective.

13.6 Electronic Signatures. Electronic signatures are effective.

Signatures

By signing below, the Parties agree to this Channel Partner Agreement as of the Effective Date.

Company: [Company Legal Name]

Authorized Signatory: [Name]

Title/Role: [Title]

Date: [Date]

Signature: ___________________________

Partner: [Partner Legal Name]

Authorized Signatory: [Name]

Title/Role: [Title]

Date: [Date]

Signature: ___________________________