ThinkWarwick Affiliate Partner Agreement

 

This Partnership Agreement (the “Agreement”) is entered between ThinkWarwick Global, LLC, and Partner, with its principal place of business located at [Address] (“Partner”). Collectively, ThinkWarwick and Partner may be referred to herein as the “Parties” and individually as a “Party.”

WHEREAS, ThinkWarwick offers online career and interview educational courses and training programs (the “Courses”);

WHEREAS, Partner wishes to promote and market ThinkWarwick’s Courses to its audience and earn a percentage of the revenue generated from sales resulting from its promotion;

WHEREAS, ThinkWarwick desires to enter into a partnership with Partner under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

 

Term of the Agreement

This Agreement shall commence on the Effective Date and continue for a term of [One (1) year] unless terminated earlier in accordance with Section 7 of this Agreement. This Agreement may be renewed upon the mutual written consent of both Parties.

2. Obligations of Partner

2.1 Promotion: Partner agrees to use its best efforts to promote and market ThinkWarwick’s Courses to its audience through [specified channels, such as website, social media, email campaigns, etc.]. Partner shall adhere to all guidelines provided by ThinkWarwick regarding the promotion and representation of its Courses.

 2.2 No Modification of Courses: Partner may not alter, modify, or otherwise change any of the Courses or the content thereof without the prior written consent of ThinkWarwick.

3. Obligations of ThinkWarwick

3.1 Provision of Marketing Materials: ThinkWarwick agrees to provide Partner with the necessary marketing materials, including but not limited to banners, course descriptions, and promotional codes, for Partner to effectively promote the Courses.

 3.2 Revenue Tracking and Reporting: ThinkWarwick will provide Partner with a monthly report tracking sales generated through Partner’s efforts.

4. Revenue Share

4.1 Revenue Share: ThinkWarwick agrees to pay Partner a revenue share of [15%] on net sales (gross sales minus any applicable refunds, chargebacks, and taxes) of the Courses generated as a direct result of Partner’s promotional efforts (the “Revenue Share”).

4.2 Payment Terms: The Revenue Share will be calculated monthly and paid to Partner within [30] days of the end of each month. Payment will be made via [check, bank transfer, PayPal, or another agreed method] to an account designated by Partner.

4.3 Taxes: Partner shall be responsible for the payment of all taxes arising from payments received under this Agreement. ThinkWarwick will not withhold any taxes on behalf of Partner unless required by law.

5. Intellectual Property Rights

 5.1 Ownership: All intellectual property rights, including but not limited to copyrights, trademarks, and proprietary content, in and to the Courses and any materials provided by ThinkWarwick, shall remain the sole and exclusive property of ThinkWarwick.

5.2 License: ThinkWarwick grants Partner a limited, non-exclusive, revocable license to use its name, logo, and marketing materials for the purpose of promoting the Courses during the term of this Agreement. Upon termination or expiration of this Agreement, this license shall automatically terminate.

6. Confidentiality

6.1 Confidential Information: Each Party agrees to keep confidential any proprietary information disclosed by the other Party during the term of this Agreement, including but not limited to business strategies, marketing plans, and customer data (“Confidential Information”).

6.2 Exceptions: Confidential Information does not include information that is (a) publicly available at the time of disclosure, (b) becomes publicly available without breach of this Agreement, or (c) is required to be disclosed by law or valid court order.

7. Termination

7.1 Termination for Convenience: Either Party may terminate this Agreement for any reason by providing thirty (30) days’ written notice to the other Party.

7.2 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party (a) breaches any material provision of this Agreement and fails to cure such breach within fifteen (15) days after written notice thereof, or (b) becomes insolvent or bankrupt.

7.3 Effect of Termination: Upon termination of this Agreement, Partner shall immediately cease all use of ThinkWarwick’s intellectual property, promotional materials, and any other assets provided by ThinkWarwick. All unpaid Revenue Share amounts earned up to the date of termination shall be paid to Partner within thirty (30) days.

8. Representations and Warranties

8.1 Partner Warranties: Partner represents and warrants that it has the full legal right and authority to enter into this Agreement and perform its obligations hereunder.

8.2 ThinkWarwick Warranties: ThinkWarwick represents and warrants that it has the full legal right and authority to enter into this Agreement and to provide the Courses for promotion by Partner.

9. Limitation of Liability

In no event shall either Party be liable for any indirect, special, incidental, or consequential damages arising out of or in connection with this Agreement, even if the Party has been advised of the possibility of such damages.

10. Indemnification

10.1 By Partner: Partner agrees to indemnify, defend, and hold harmless ThinkWarwick, its officers, directors, employees, and agents, from and against any and all claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Partner’s breach of any provision of this Agreement, or (b) any unauthorized representations made by Partner about ThinkWarwick or the Courses.

10.2 By ThinkWarwick: ThinkWarwick agrees to indemnify, defend, and hold harmless Partner, its officers, directors, employees, and agents, from and against any and all claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to (a) ThinkWarwick’s breach of any provision of this Agreement, or (b) claims of intellectual property infringement related to the Courses.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles. Any dispute arising under or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association, with the arbitration taking place in [City, Nevada].

12. Miscellaneous 

12.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, representations, or understandings.

12.2 Amendments: This Agreement may not be amended except in writing signed by both Parties.

12.3 Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

12.4 Notices: All notices under this Agreement shall be in writing and sent to the respective addresses of the Parties set forth above.