ISPs, sign up channel partners to find subscribers for your services with this Channel Partner Agreement template.
- The channel partner receives an ongoing commission payable on the recurring monthly revenue (e.g. monthly access and use charges).
- Customers must sign up for a minimum term for commissions to be payable to the channel partner.
- The channel partner must also meet a minimum monthly number of sign-ups.
- All customer orders must be approved by the ISP at its discretion, before being considered as a sale.
This ISP Channel Partner Agreement template is provided in MS Word format, and is fully editable to meet your specific needs.
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 Channel Partner Initials: -2- 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 Channel Partner Initials: -3- 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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