For the purposes of this Agreement, the following terms shall have the meanings set forth below, unless expressly stated otherwise in the context:

“Affiliate” means any entity that is controlled by, controls, or is under common control with a Party.

“Applicable Law” means all laws, rules, regulations, and other binding requirements, which are applicable to a Party.

“Client Marks” means all trademarks, trade names, logos, and other proprietary brand elements owned or licensed by Client.

“Confidential Information” shall mean all non-public, proprietary or confidential information disclosed by one Party to the other Party, whether in oral, written, electronic, or other form.

“Intellectual Property Rights” means all rights in inventions, patents, copyrights, trademarks, trade secrets, know-how, and any other intellectual or industrial property rights, whether registered or unregistered.

“Service(s)” means the marketing services, deliverables, and solutions to be provided by Provider as specified in Section [Obligations of the Parties], including any modifications or enhancements thereto.

“Term” means the period during which this Agreement remains in effect, as further described in Section [Term and Termination].

Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and references to any gender shall include all genders. Headings are for convenience only and shall not affect interpretation. Any reference to a Party includes its successors and permitted assigns.

Provider hereby grants to Client, and Client accepts, the non-exclusive, non-transferable, and revocable right to offer, market, and sell the Services under Client’s own brand, subject to the provisions herein.

The scope of engagement shall be limited to the marketing, promotion, and provision of the Services by Client to its own customers, without the right to sublicense, assign, or otherwise transfer such rights, except as expressly permitted in writing by Provider.

Provider shall supply Client with all necessary information, materials, and support required for the effective marketing of the Services, including but not limited to technical documentation, marketing collateral, and training resources.

Client shall be solely responsible for all aspects of customer acquisition, contract negotiation, and relationship management with its own customers, except for those obligations specifically assigned to Provider hereunder.

The appointment under this Agreement does not constitute a partnership, joint venture, or agency relationship between the Parties, nor does it authorize either Party to incur any obligations on behalf of the other.

Nothing in this Agreement shall be construed to preclude Provider from offering the Services to other parties or from entering into similar agreements with third parties, subject to Provider’s confidentiality obligations herein.

In the event of any ambiguity as to the scope of the engagement or the rights granted herein, the Parties shall meet in good faith to resolve such matters, and the interpretation of Provider, acting reasonably, shall prevail unless manifestly unreasonable.

This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with this Section, shall continue for an initial term of [Initial Term] (“Initial Term”).

Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal periods of [Renewal Term], unless either Party provides written notice of its intent not to renew at least [Notice Period] prior to the expiration of the then-current term.

Either Party may terminate this Agreement for convenience by providing not less than [Termination Notice Period] written notice to the other Party, without the need to show cause.

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within [Cure Period] days of receipt of written notice specifying the breach.

Notwithstanding the foregoing, Provider may terminate this Agreement immediately upon written notice to Client in the event of (a) unauthorized use or misuse of Provider’s Intellectual Property Rights, (b) significant reputational harm caused by Client, or (c) insolvency or bankruptcy of Client.

Upon termination or expiration of this Agreement for any reason, all rights granted to Client under this Agreement shall automatically revert to Provider, and Client shall immediately cease all use of the Services and Provider Marks.

Termination or expiration of this Agreement shall not affect any accrued rights or liabilities of either Party nor any provision of this Agreement which is expressly or by implication intended to survive termination.

Provider shall provide the Services to Client in accordance with the agreed specifications, timelines, and quality standards, as further detailed in this Agreement.

Client shall utilize commercially reasonable efforts to market, sell, and promote the Services using its own resources and brand, and shall comply at all times with all Provider instructions and guidelines regarding the Services.

Provider shall ensure that sufficient support, training, and documentation are furnished to Client to facilitate the effective delivery and support of the Services to end customers.

Client shall be responsible for obtaining all necessary licenses, permissions, and consents required for the marketing and provision of the Services under its own brand.

Both Parties shall notify each other promptly of any issues, complaints, or claims relating to the Services and shall cooperate in resolving such matters expeditiously.

Client shall not make any representations, warranties, or guarantees with respect to the Services except as expressly authorized in writing by Provider.

Provider shall be entitled to monitor and audit Client’s marketing, provisioning, and support activities as necessary to ensure compliance with the terms of this Agreement.

Provider grants Client a limited, non-exclusive, non-transferable right during the Term to use the Provider Marks solely in connection with the marketing and provision of the Services under Client’s brand, subject to Provider’s prior written approval of all materials bearing Provider Marks.

Client shall ensure that all usage of Provider Marks complies with Provider’s branding guidelines, which may be updated from time to time and communicated to Client in writing.

Client shall market the Services under its own trade name or trademarks (“Client Marks”), and shall be responsible for the registration, maintenance, and defense of all such marks at its own expense.

Except for the rights expressly granted herein, nothing in this Agreement shall be deemed to grant either Party any right, title, or interest in or to the other Party’s Marks, and any goodwill arising from use of a Party’s Marks shall inure solely to the benefit of that Party.

Neither Party shall use the other Party’s Marks in any manner that is likely to cause confusion, misrepresentation, or harm to the reputation or distinctiveness of such Marks.

Upon expiration or termination of this Agreement, each Party shall immediately cease all use of the other Party’s Marks and shall, upon request, certify in writing that they have complied with this obligation.

Any proposed co-branding or joint marketing efforts involving both Parties’ Marks shall require the prior written consent of both Parties and must be documented in a mutually agreed written communication.