Partnership Agreement
Between
IT Provider ("The IT Provider")
And
WeTal Lab AB ("The Agent")
Address: Bondegatan 45, 11633 Stockholm, Sweden
Company Number: 559215-2465
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WHEREAS, the Agent possesses expertise in marketing, sales, and business development;
WHEREAS, the IT Provider is a specialized software development firm with extensive experience in creating and delivering innovative software solutions;
WHEREAS, both parties desire to enter into a partnership to combine their respective strengths and resources to mutually benefit and achieve their shared objectives.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
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1. SERVICE
The Agent and the IT Provider agree to collaborate on marketing, promoting, and selling the IT Provider software development services (the "Services") to potential clients and customers.
2. PAYMENT
The Agent shall be entitled to a commission for each successful sale of the IT Provider's Services resulting from its marketing efforts. The commission paid to the Agent is in addition to any compensation or fees received by the IT provider for the Services provided and shall be not less than 10% of the total payment received from the customer.
The Agent shall be responsible for invoicing the customer on behalf of the IT Provider for the Services rendered. The Agent shall promptly forward the payment received from the customer, deducting the applicable commission, to the IT Provider.
3. NON-SOLICITATION
During the term of this Agreement and for a period of 12 months after its termination, the IT Provider shall not directly engage or contract with any customer or client obtained through the Agent's marketing, promotion, or sales efforts.
Neither party shall engage or hire contractors, subcontractors, or other third parties for projects related to this Agreement without obtaining prior written consent of that contractor.
The IT Provider and the Agent acknowledge that each of their expertise and efforts play a significant role in acquiring new customers and candidates. Therefore, they agree not to bypass each other and directly engage with or accept projects from these customers or candidates.
4. LIMITATION OF LIABILITY
The IT Provider will be working directly with the customer. The Agent's responsibility is limited to facilitating communication and invoicing on behalf of the IT Provider. The IT Provider acknowledges and agrees that The Agent shall not be held liable or accountable in any way for any non-payment issues arising from customers or clients engaging the IT Provider's Services.
The Agent shall not be responsible for any dissatisfaction or disputes that may arise between the customer and the IT Provider concerning the quality of work or any other matter related to the Services rendered.
5. INDEPENDENT CONTRACTORS
The Agent and the IT Provider are independent contractors and shall not be considered joint venturers, or employees of each other. This Agreement does not create any agency, or employment relationship between the parties.
6. TERMINATION
Either party may terminate this Agreement with 14 days written notice to the other party for any reason.
If either party commits a material breach of this Agreement and fails to remedy such breach within 30 days of receiving written notice of the breach, the non-breaching party may terminate this Agreement with immediate effect.
In the event that the IT Provider decides to terminate the Agent while an ongoing project or engagement with a customer is in progress, the IT Provider shall be responsible for continuing to pay the Agent their agreed-upon compensation until the project or engagement with said customer is completed. Failure to fulfill this obligation shall result in the IT Provider's termination of the Agent also leading to the termination of its relationship with the respective customer associated with the ongoing project or engagement.
7. TRIAL
For each candidate the Agent introduces to the Customer, the IT Provider shall offer the Customer a trial period of 7 days (5 working days) to evaluate the candidate. If the Customer provides notice of dissatisfaction within the trial period dates the Customer may either:
a) Choose to exchange the candidate for an alternative candidate proposed by the IT Provider, and the trial period for the new candidate shall begin immediately. In such a case, the Customer shall not be liable to make any payment of the previous candidate.
b) Terminate this Agreement without any obligation to make payment for the trial period or any other costs associated with the termination.
In the event that the Customer is satisfied the Agreement shall continue, and the Customer shall be liable for payment of the IT Provider's Services as per the terms of this Agreement.
9. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement will be governed and interpreted by the laws of the jurisdiction of Sweden, without regard to its conflicts of law provisions. The parties hereby irrevocably and unconditionally agree to the sole and exclusive jurisdiction of the Swedish courts.
10. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by a Force Majeure event. A Force Majeure event includes but is not limited to acts of God, war, civil unrest, strikes, labor disputes, fires, floods, earthquakes, or any other event beyond the reasonable control of the affected party. In the event of a Force Majeure event, the affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact of such event on its performance.