ISP Channel Partner Agreement by Megadox

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									                           CHANNEL PARTNER AGREEMENT
THIS AGREEMENT made effective as of the _____ day of ______________, _______ by and between:

SUPPLIER:                                             CHANNEL PARTNER:
[Name of Supplier]                                    [Name of Channel Partner]
[address]                                             [address]
[city / state or province / zip or postal code]       [city / state or province / zip or postal code]
[name of contact person]                              [name of contact person]
[phone number]                                        [phone number]
[fax number]                                          [fax number]
[email]                                               [email]

WHEREAS:

A.      Channel Partner desires to sign up customers for Supplier’s Internet services (the “Services”) on
        the terms and conditions set forth in this Agreement, and represents to Supplier that it has the
        necessary expertise to undertake and perform its duties hereunder;

B.      Supplier is willing to pay Channel Partner a commission for each customer signed up by Channel
        Partner under this Agreement;

C.      Supplier wishes to retain the right to modify or eliminate its channel partner program (the
        “Program”) at any time, and Channel Partner understands and acknowledges Supplier’s right to
        do so;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
and agreements contained in this Agreement, the parties agree as follows:

1.      Subject to the qualification requirements set out in paragraph 3 hereof, Supplier hereby appoints
Channel Partner as an authorized representative of Supplier, to sign up customers for the Services under
the Program.

2.       For each customer who signs up for the Services for a term of twelve (12) months or longer, and
contingent upon the installation of the Services and payment by the customer of at least two (2) months of
Services, Supplier shall pay Channel Partner a commission in accordance with the terms and conditions
set out in Schedule A hereto.

3.     To remain in good standing under the Program, Channel Partner must sign up a minimum of
_____ new Units per month. A “Unit” is defined as $_______ of recurring monthly revenue (“RMR”), as
defined in Schedule A to this Agreement. Supplier reserves the right to modify the minimum
requirements in its sole discretion, upon _____ days’ prior notice to Channel Partner.

4.      Channel Partner agrees to comply with all Supplier policies and procedures and to follow the
Program Guidelines set out in Schedule B hereto. In the performance of its obligations under this
Agreement, Channel Partner will observe the highest level of integrity and fair dealing and will do
nothing to discredit, dishonor, reflect adversely upon or in any way injure the reputation or business of
Supplier.

5.      Channel Partner acknowledges that any customers executing contracts with Supplier for the
Services shall be customers of Supplier, and Channel Partner agrees not to solicit such customers on
behalf of itself or any other entity for services competitive with Supplier’s or attempt to disconnect such
customers from Supplier’s Services. In the event that Channel Partner contacts a customer in violation of


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this Section, Supplier will suffer immeasurable and irreparable harm. Therefore, Channel Partner agrees
that in addition to any other damage which may be available to Supplier (including financial and
injunctive relief), this Agreement may be terminated and Supplier’s obligation to pay Channel Partner
any commissions hereunder will cease upon such termination.

6.      Channel Partner acknowledges and agrees that Supplier has made no representations or
guarantees with respect to the success, profitability or expected financial opportunities of Channel
Partner’s participation in the Program. Channel Partner assumes all business risks associated with the
relationship, this Agreement and the performance of its duties hereunder.

7.     Subject to earlier termination as hereinafter provided, the Term of this Agreement will be for a
period of ______ years from the date of acceptance by Supplier. Thereafter, this Agreement will
automatically renew for successive periods of _____ days each unless and until it is terminated by either
party.

8.       Either party may terminate this Agreement by giving the other party ______ days’ prior written
notice. In addition, this Agreement shall be automatically terminated if Supplier discontinues the
Program, provided, however, that Supplier shall give Channel Partner _____ days’ prior written notice of
its intention to discontinue the Program and terminate the Agreement. In the event the Agreement is
terminated, Supplier may hold back commissions payable to Channel Partner to ensure that funds are
available to cover any applicable charge-backs, such commissions to be paid ninety (90) days from the
date that Services for the last customer signed up by Channel Partner are installed.

9.    Supplier reserves the right to terminate this Agreement if Channel Partner fails to sign up the
minimum number of customers in any given calendar quarter.

10.     Supplier may terminate this Agreement effective immediately in the event of:
        (a)     the insolvency, bankruptcy, receivership or dissolution of Channel Partner;
        (b)     any actual or attempted assignment to a third party by Channel Partner of this
                Agreement or any of its duties or obligations hereunder;
        (c)     any breach or threatened breach by Channel Partner of any provision of this Agreement;
        (d)     any misrepresentation made by Channel Partner to a customer or prospective customer;
                or
        (e)     if Channel Partner is an individual, the death or incapacity of Channel Partner.

11.     Channel Partner will not, without the written consent of Supplier, use Supplier’s business name,
trademarks, trade names, copyrights, symbols, designs, logos or other marks (collectively, the “Marks”)
other than as provided for under the Program.

12.      Orders obtained by Channel Partner on behalf of Supplier are to be submitted to Supplier
according to the procedures specified and using the order forms provided by Supplier. Supplier may
change its order submission procedures and forms from time to time, and Supplier agrees to provide
Channel Partner with reasonable written notice of any such change at least ________ prior to the effective
date of such change.

13.    Channel Partner will be solely responsible for the validity of the orders it submits and the
accuracy and completeness of the customer information contained in such orders. Channel Partner
understands and acknowledges that inaccurate information may result in delays in processing orders.

14.     All customer orders are subject to Supplier’s final approval. Supplier may for any reason reject
any customer order obtained by Channel Partner and may discontinue offering or selling any Service to


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any customer at any time without incurring liability to Channel Partner. Channel Partner has no vested
right or interest in any customer order, and Channel Partner agrees that Supplier shall not be liable for
any damages in respect of same, including but not limited to the provision or termination of service to
any customer signed up by Channel Partner.

15.   SUPPLIER SHALL NOT BE LIABLE FOR ANY DAMAGES, DIRECT OR INDIRECT,
INCLUDING BUT NOT LIMITED TO, LOST PROFITS, INCIDENTAL, CONSEQUENTIAL, PUNITIVE
OR SPECIAL DAMAGES REGARDLESS OF WHETHER SUPPLIER IS AWARE OF THE POSSIBILITY
OF SUCH DAMAGES AND REGARDLESS OF THE GROUNDS ON WHICH SUCH DAMAGES ARE
SOUGHT. SUPPLIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
SERVICES.

16.     Channel Partner hereby acknowledges that it is an independent contractor and not an employee,
partner, joint venturer, representative or franchisee of or with Supplier. Channel Partner shall have no
authority to enter into any agreement on behalf of Supplier or otherwise obligate Supplier without
Supplier’s prior written approval, which Supplier may withhold for any reason.

17.     Channel Partner agrees that it will comply with all federal, state and local laws, rules and
regulations, including but not limited to payment of any and all applicable taxes, charges and fees,
obtaining any necessary permits and licenses, and complying with any other applicable laws, regulations
and requirements.

18.    Any notice required or permitted to be given hereunder will be sent to the addresses or fax
numbers of the parties as set forth in this Agreement, unless either party notifies the other in writing of a
change of address or fax number. Any notice given hereunder will be effective and deemed delivered
								
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