This Partner Agreement (this "Agreement") is entered into as of ______________________, 20____ (the "Effective Date") by and between:
IntelliVoice, LLC, a Florida limited liability company with its principal place of business at 622 2nd Lane SW, Vero Beach, Florida 32962 ("IntelliVoice"); and
______________________________________________________________, a __________________________ with its principal place of business at ______________________________________________________________ ("Partner").
IntelliVoice and Partner are each a "Party" and collectively the "Parties."
"Customer" means an end user that subscribes to or purchases IntelliVoice Products as a result of Partner's referral, registration, or sales activity under this Agreement.
"Products" means IntelliVoice's services and software, including without limitation FusionUC, FusionCX, Voce AI, StatusCore, DynBind, SIP trunking, business internet, and any other offering IntelliVoice makes available to partners from time to time.
"Registered Deal" means a prospective Customer that Partner has submitted through the IntelliVoice partner portal and that IntelliVoice has accepted in writing.
"Net Recurring Revenue" means amounts actually received by IntelliVoice from a Customer for recurring Products, net of taxes, refunds, credits, chargebacks, and discounts.
"Commission Schedule" means the per-partner commercial terms set forth in Schedule A (Commission and Spiff Schedule), as amended from time to time by mutual written agreement.
2.1 IntelliVoice hereby appoints Partner as a non-exclusive, non-transferable referral and resale partner authorized to market and refer the Products to prospective Customers, subject to the terms of this Agreement.
2.2 Partner is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties. Neither Party has authority to bind the other or to incur obligations on the other's behalf.
2.3 Partner may represent itself as an "Authorized Partner" or "Authorized Reseller" of IntelliVoice but shall not represent itself as an agent, employee, or affiliate of IntelliVoice.
3.1 Partner shall submit prospective Customers through the IntelliVoice partner portal for deal registration. IntelliVoice will respond within five (5) business days indicating whether the deal is accepted, conflicts with an existing Registered Deal or direct sales activity, or requires additional information.
3.2 An accepted Registered Deal grants Partner exclusivity on that prospective Customer for one hundred eighty (180) days from acceptance (the "Registration Period"). During the Registration Period, IntelliVoice will not knowingly enter into discussions with the prospective Customer through any other partner or its direct sales channel. The Registration Period may be extended by mutual written agreement upon Partner's request showing continued active engagement.
3.3 IntelliVoice contracts directly with all Customers and owns the customer relationship. Partner shall not enter into agreements with prospective Customers in IntelliVoice's name without express written authorization.
4.1 IntelliVoice will pay Partner commissions and spiffs in accordance with the Commission Schedule attached as Schedule A. The Commission Schedule sets forth the percentage of Net Recurring Revenue payable to Partner, the duration over which recurring commissions are paid, and any per-product spiffs payable upon deal close.
4.2 Recurring commissions accrue monthly based on Net Recurring Revenue actually received by IntelliVoice during that month and are paid no later than thirty (30) days after the end of each calendar month. Commissions on a Customer cease to accrue if the Customer terminates service, fails to pay invoices for more than sixty (60) days, or transitions to a different partner of record.
4.3 Spiffs are one-time payments per qualifying product on a Registered Deal that has closed and for which IntelliVoice has received the Customer's first invoice payment. Spiff amounts are set forth in the Commission Schedule.
4.4 Commissions and spiffs are paid by ACH to the bank account designated by Partner during onboarding. IntelliVoice will issue a Form 1099-NEC each calendar year reporting cumulative commissions and spiffs paid to Partner of $600 or more.
4.5 IntelliVoice may offset against amounts otherwise payable to Partner: (a) commissions or spiffs previously paid in error; (b) amounts attributable to Customer refunds, chargebacks, or non-payment; and (c) any amount Partner owes IntelliVoice under this Agreement.
4.6 Partner shall be responsible for all taxes attributable to amounts received under this Agreement, except taxes based on IntelliVoice's net income.
5.1 Partner shall: (a) market the Products in good faith and in accordance with IntelliVoice's published materials; (b) not make false, misleading, or unauthorized claims about the Products; (c) comply with all applicable laws and regulations, including without limitation telemarketing, anti-spam (CAN-SPAM, TCPA), and data protection laws; (d) maintain the confidentiality of IntelliVoice's pricing, commission structures, and other Confidential Information in accordance with Section 9; and (e) cooperate reasonably in connection with marketing campaigns, training, and Customer onboarding.
5.2 Partner shall not, without IntelliVoice's prior written consent: (a) modify, white-label, repackage, or rebrand the Products beyond what IntelliVoice has approved; (b) alter or remove any IntelliVoice trademarks, copyright notices, or branding; (c) make warranties or representations on IntelliVoice's behalf beyond those contained in IntelliVoice's published documentation; or (d) collect payment for Products from Customers (Customers are billed directly by IntelliVoice unless a separate billing-on-behalf-of agreement is executed).
IntelliVoice shall: (a) provide Partner with reasonable training, sales materials, and pricing information; (b) deliver the Products to Customers in accordance with IntelliVoice's published service-level commitments; (c) provide reasonable technical support to Customers introduced by Partner; (d) timely process Registered Deals and pay commissions and spiffs in accordance with this Agreement; and (e) maintain access to the partner portal for deal registration, commission tracking, and reporting.
7.1 Each Party grants the other a non-exclusive, royalty-free, revocable license to use its name, logo, and trademarks ("Marks") solely for the purpose of marketing the Products in accordance with this Agreement, subject to the brand-usage guidelines provided by the owner of the Marks.
7.2 Each Party shall comply with the other Party's brand guidelines and shall not use the other's Marks in any manner that is disparaging, misleading, or that suggests endorsement of products or services not authorized by the Mark owner.
7.3 Upon termination of this Agreement, each Party shall promptly cease all use of the other's Marks, except as reasonably necessary to wind down active marketing campaigns.
8.1 This Agreement begins on the Effective Date and continues for an initial term of one (1) year, automatically renewing for successive one-year terms unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
8.2 Either Party may terminate this Agreement for convenience upon thirty (30) days' written notice to the other Party.
8.3 Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed over a material portion of its assets; or (c) ceases to do business in the ordinary course.
8.4 IntelliVoice may suspend or terminate Partner's deal-registration privileges, the partner portal access, or this Agreement immediately and without notice if Partner: (a) violates Section 9 (Confidentiality), Section 5.1(c) (legal compliance), or Section 7 (Trademarks); (b) engages in fraudulent or deceptive conduct; or (c) damages IntelliVoice's reputation or relationships with Customers.
8.5 Upon termination of this Agreement: (a) all rights granted to Partner under Section 2 cease; (b) the rights and obligations under Sections 4 (Commissions), 9 (Confidentiality), 10 (IP), 11 (Indemnification), 12 (Limitation of Liability), and 13 (Miscellaneous) survive termination; and (c) IntelliVoice shall continue to pay Partner recurring commissions accrued on Customers procured during the term of this Agreement, in accordance with the Commission Schedule, for the remainder of the commission period applicable to each Customer at the time of termination, except that no commissions shall be payable for any termination under Section 8.4.
The Parties' confidentiality obligations are governed by the Mutual Non-Disclosure Agreement executed between the Parties (the "NDA"), which is incorporated by reference. To the extent of any conflict between this Agreement and the NDA regarding confidentiality, the NDA controls.
10.1 As between the Parties, IntelliVoice owns and retains all right, title, and interest in and to the Products, the IntelliVoice Marks, the partner portal, and all related intellectual property. No license is granted to Partner except as expressly set forth in this Agreement.
10.2 Partner shall not reverse engineer, decompile, or disassemble the Products, except to the extent expressly permitted by applicable law.
10.3 Any feedback, suggestions, or improvements Partner provides regarding the Products may be used by IntelliVoice without restriction or compensation.
11.1 By IntelliVoice. IntelliVoice shall defend, indemnify, and hold harmless Partner against third-party claims that Partner's authorized use of the Products infringes such third party's U.S. patent, copyright, trademark, or trade secret, and shall pay damages finally awarded against Partner (or amounts agreed in settlement approved by IntelliVoice). IntelliVoice has no obligation under this Section 11.1 for claims arising from: (a) modifications to the Products not made by IntelliVoice; (b) combination of the Products with materials not provided or approved by IntelliVoice; (c) Partner's use of the Products in violation of this Agreement; or (d) Partner's misrepresentations about the Products.
11.2 By Partner. Partner shall defend, indemnify, and hold harmless IntelliVoice against third-party claims arising from: (a) Partner's marketing or sale of the Products in violation of applicable law or this Agreement; (b) any unauthorized representation, warranty, or guarantee made by Partner concerning the Products; (c) Partner's negligence or willful misconduct; or (d) breach by Partner of Sections 5, 7, 9, or 10.
11.3 The indemnified Party shall promptly notify the indemnifying Party of any indemnifiable claim, give the indemnifying Party sole control of the defense and settlement (provided no settlement adversely affecting the indemnified Party's rights shall be made without the indemnified Party's consent), and provide reasonable cooperation at the indemnifying Party's expense.
12.1 EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, (C) MISAPPROPRIATION OF INTELLECTUAL PROPERTY, OR (D) PARTNER'S OBLIGATION TO PAY AMOUNTS DUE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 EXCEPT FOR EXCLUSIONS IN SECTION 12.1, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF COMMISSIONS PAID OR PAYABLE TO PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.1 Governing Law and Venue. This Agreement shall be governed by the laws of the State of Florida, without regard to conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Indian River County, Florida.
13.2 Notices. Notices under this Agreement shall be in writing and delivered by email (with confirmation of receipt) or by overnight courier to the address set forth on the signature page or such other address as a Party may designate in writing.
13.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that written notice is given to the other Party.
13.4 Force Majeure. Neither Party shall be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, government action, labor disputes, internet or utility failures, and natural disasters.
13.5 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create an agency, partnership, joint venture, or employment relationship.
13.6 Entire Agreement. This Agreement, together with Schedule A and the NDA, constitutes the entire agreement of the Parties and supersedes all prior or contemporaneous agreements regarding its subject matter. This Agreement may be amended only in a writing signed by both Parties.
13.7 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall remain in full force and effect.
13.8 Counterparts; Electronic Signature. This Agreement may be executed in counterparts and by electronic or PDF signature, each of which shall be deemed an original and all of which together shall constitute one instrument.
13.9 No Waiver. Failure to enforce any provision shall not constitute a waiver. No waiver shall be effective unless in writing signed by the waiving Party.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
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INTELLIVOICE, LLC
Signature
By: ______________________________
Print name
Title: ______________________________
Date: ______________________________
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PARTNER
Signature
By: ______________________________
Print name
Title: ______________________________
Date: ______________________________
Company: ______________________________
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This Schedule A is attached to and incorporated into the Partner Agreement dated ______________________, 20____ between IntelliVoice, LLC and ______________________________________ (the "Partner Agreement"). Capitalized terms not defined here have the meaning given in the Partner Agreement.
| Term | Value |
|---|---|
| Recurring commission rate | __________ % of Net Recurring Revenue (default: 15%) |
| Commission duration | __________ consecutive months from the date the Customer's first invoice is paid (default: 12 months) |
| Payment frequency | Monthly, paid by ACH within 30 days after the end of each calendar month |
One-time spiff amounts payable upon Customer's first paid invoice for each product or service in a Registered Deal:
| Product / Service | Spiff Amount (USD) |
|---|---|
| FusionUC (per location) | $ __________ |
| FusionCX Contact Center (per seat) | $ __________ |
| Voce AI (per agent) | $ __________ |
| SIP Trunking (per trunk) | $ __________ |
| Microsoft Teams Direct Routing | $ __________ |
| Caller ID Reputation Management | $ __________ |
| Business Internet (per location) | $ __________ |
| Starlink (per location) | $ __________ |
| StatusCore Monitoring (per account) | $ __________ |
| Custom Development | $ __________ |
| Other: ______________________________ | $ __________ |
If applicable, IntelliVoice and Partner may agree to additional bonuses for hitting cumulative MRR or deal-count targets. Targets and amounts are set forth below:
| Target | Bonus |
|---|---|
| ______________________ | $ __________ |
| ______________________ | $ __________ |
| ______________________ | $ __________ |
This Schedule A is effective as of ______________________, 20____ and supersedes any prior commission schedule between the Parties.
The Parties acknowledge that the terms of this Schedule A are confidential and shall not be disclosed to third parties except as permitted by the Partner Agreement and the NDA.
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INTELLIVOICE, LLC
By: ______________________________
Date: ______________________________
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PARTNER
By: ______________________________
Date: ______________________________
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IntelliVoice, LLC · Partner Agreement · v1.0