Partner Agreements - Terms & Conditions

Novara Partner Program Terms & Services

1. Independent Contractors

This Agreement is non-exclusive. Each party operates as an independent contractor with respect to the other. Nothing in this Agreement shall be construed to:
(i) create an employment, partnership, joint venture, or agency relationship between the parties; or
(ii) authorize either party to enter into any commitment or agreement binding the other party.

As an independent contractor, Novara shall be solely responsible for determining the means and methods for managing the Novara Flex platform. Likewise, the Partner shall be solely responsible for determining the means and methods for managing its own services.

2. Referrals

2.1 Referral Relationship

Novara and the Partner acknowledge that both parties have clients, customers, and business contacts (“Contacts”) that may benefit from utilizing the other party’s service offerings.

The Partner shall promote and refer Novara Flex to its Contacts. When a Contact expresses interest in engaging with Novara regarding Novara Flex, the Partner will introduce the Contact to Novara via the sales referral process referenced in Section 2.2. Any referred Contact who contracts with Novara shall negotiate terms and conditions solely with Novara and enter a direct customer relationship with Novara.

Novara and the Partner will conduct quarterly reviews to track progress and evaluate referral success.

2.2 Referral Process

Novara will establish a sales referral online form and process to ensure that both parties do not compete for the same business opportunity. If a Contact referred by the Partner is already engaged with Novara as a client or active prospect, that referral will not be eligible for compensation. Novara will notify the Partner within 48 hours of any potential conflict.

3. Referral Compensation

3.1 Referral Fee

For each Contact referred by the Partner who subsequently contracts with Novara, Novara will compensate the Partner with a percentage of the subscription fee paid to Novara for the first year of the Contract (first-year Annual Recurring Revenue).

3.2 Payment Terms

Referral Fees will be reviewed and agreed upon on a quarterly basis. On or before the thirtieth (30th) day following the end of each calendar quarter, Novara and the Partner will finalize the list of referred clients and applicable fees. Once confirmed, Novara will process payment within thirty (30) days.

4. Confidentiality and Non-Disclosure

Each party agrees to maintain the confidentiality of all proprietary and sensitive information exchanged during this partnership.

“Confidential Information” includes any information marked as confidential or understood to be confidential under the circumstances of disclosure, including but not limited to contact information, business strategies, and proprietary processes.

Neither party shall, without prior written consent, directly or indirectly:
(i) disclose Confidential Information to any third party;
(ii) use Confidential Information for any purpose other than fulfilling its obligations under this Agreement; or
(iii) permit unauthorized access to Confidential Information.

5. Non-Solicitation

During the term of this Agreement and for one (1) year following its termination, neither party shall, directly or indirectly:

(i) solicit or attempt to induce any customer, client, contractor, business contact, or employee of the other party to terminate or modify their engagement with that party; or
(ii) encourage any customer, client, or business contact of the other party to transfer their business to another entity.

These restrictions apply only to individuals or entities that a party became aware of through this Agreement or any preexisting business relationship.

6. Indemnification

6.1 Indemnification by Novara

Novara shall indemnify, defend, and hold the Partner (including its owners, officers, employees, agents, and representatives) harmless from any claims, losses, damages, or liabilities (including attorneys’ fees and litigation costs) arising from:

• any negligent or wrongful act by Novara;
• Novara’s breach of this Agreement; or
• any misrepresentation made by Novara in relation to this Agreement.

6.2 Indemnification by the Partner

The Partner shall indemnify, defend, and hold Novara (including its owners, officers, employees, agents, and representatives) harmless from any claims, losses, damages, or liabilities (including attorneys’ fees and litigation costs) arising from:

• any negligent or wrongful act by the Partner;
• the Partner’s breach of this Agreement; or
• any misrepresentation made by the Partner in relation to this Agreement.

7. Term and Termination

This Agreement shall commence on the Effective Date and continue until terminated by either party.

• Either Novara or the Partner may terminate this Agreement with or without cause upon thirty (30) days’ written notice.
• In the event of a breach, the non-breaching party may terminate the Agreement immediately upon written notice.
• The Agreement may be terminated at any time by mutual written consent.

Termination of this Agreement shall not affect the Partner’s right to receive any unpaid Referral Fees earned prior to termination.

8. Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

9. Breach and Remedies

Each party acknowledges that the terms of this Agreement are reasonable and necessary to protect their respective interests.

A breach of this Agreement may cause irreparable harm, and the non-breaching party shall be entitled to equitable relief, including injunctive relief and specific performance, without the need for posting a bond, in addition to any monetary damages or legal remedies.

10. Enforceability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. A court of competent jurisdiction may modify any provision to the extent necessary to make it enforceable.

11. Attorney Fees

In any legal action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees, court costs, and related legal expenses.

12. Notices

All notices or communications required under this Agreement shall be delivered in person, by electronic mail, or by certified mail (return receipt requested) to the designated contact of each party.

13. Cumulative Remedies

The rights and remedies in this Agreement are cumulative and do not exclude any other legal or equitable remedies. No waiver of a breach shall be deemed a waiver of any subsequent breach.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings. No modifications shall be valid unless made in writing and signed by both parties.

This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and permitted assigns.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Any disputes shall be resolved exclusively in the courts of Denver, Colorado.