PARTNER AGREEMENT:
THIS PARTNER AGREEMENT ("Agreement") is made as of this day of by
and between SideTopia ("Company"),
("Partner"), each of which may be referred to as a Party and together as the Parties.
SECTION 1: DEFINITIONS
1.1 "Product(s)" refers to the goods, software, services, or other materials of the Company, as
detailed in Exhibit B, which the Partner is authorized to sell or service under this Agreement.
1.2 "Partner Type" refers to the classification of the Partner's relationship with the Company,
which could include, but is not limited to, an affiliate, reseller, or a service provider.
1.3 "License Fees" means the fees to be paid by the Company to the Partner for the license to
use any software or technology, where applicable, as per Exhibit B.
SECTION 2: DUTIES AND OBLIGATIONS
2.1 Partner Duties: The Partner agrees to perform the following duties:
• Partner will use their best efforts to promote the Company's products and services to
potential customers in a professional and ethical manner;
• Partner will participate in any Product(s) training sessions as reasonably required by the
Company, and will ensure that its sales staff is adequately trained and capable of
advising end users about the Product(s);
• Partner will provide periodic sales forecasts and reports to the Company, as may be
reasonably requested; and
• Partner will comply with all applicable laws and regulations and will not engage in any
activity that could harm the reputation of the Company or the Product(s).
2.2 Company Duties: The Company agrees to perform the following duties:
• The Company will provide the Partner with the necessary information about the
Company's services to enable the Partner to effectively promote the Product(s);
• The Company will provide the Partner with payment and pricing terms in accordance
with Exhibit A of this Agreement; and
• The Company will provide necessary training and support to the Partner to enable them
to fulfill their obligations under this Agreement effectively.
SECTION 3: PAYMENT TERMS
3.1 Fees: The pricing for the Product(s) or license fees purchased by the Partner from the
Company shall be as outlined in Exhibit A. All prices are exclusive of any taxes, fees, duties, or
other amounts, however designated, and including, without limitation, value-added and
withholding taxes that are levied or based upon such charges, or upon this Agreement. Any
taxes related to the Product(s) purchased pursuant to this Agreement are the responsibility of
the Partner. Unless otherwise specified in writing by the Company, all payments are due in full,
without any deduction or withholding, within 30 days from the date of the Company's
invoice.
The pay of the partner from the company will be $12,000 worth of assets including but not
limited to artworks and real estate each month (30 days time)
3.2 Commission: If applicable, the Company will pay the Partner a commission fee for each
Qualified Lead in accordance with the terms and conditions of Exhibit A of this Agreement.
3.3 Product Delivery: The terms of product delivery, including the location and method of
delivery, will be as detailed in Exhibit B. The risk of loss or damage to the Products shall pass to
the Partner upon the Company's delivery of the Products to the carrier for shipment. The
Partner is responsible for all costs associated with delivery, including freight, insurance, and
fees associated with import and export duties as applicable.
3.4 Payment Disputes: If either Party disputes any invoice or other statement of monies due,
they shall immediately notify the other Party in writing. The Parties shall negotiate in good faith
to attempt to resolve the dispute promptly.
SECTION 4: CONFIDENTIALITY
4.1 Definition: "Confidential Information" means any information that a Party ("Disclosing
Party") discloses to the other Party ("Receiving Party") that is either designated as confidential
at the time of disclosure or should be reasonably understood to be confidential given the
nature of the information and circumstances of disclosure. Confidential Information may
include, but is not limited to, business plans, customer lists, financial information, marketing
strategies, non-public information relating to products or services, and other proprietary
information.
4.2 Non-Disclosure: The Receiving Party agrees to keep all Confidential Information strictly
confidential. The Receiving Party will not disclose or make available any Confidential
Information to any third party without the prior written consent of the Disclosing Party. The
Receiving Party will use the Confidential Information solely for the purpose of performing its
obligations under this Agreement.
4.3 Exceptions: The obligations under this section will not apply to any Confidential Information
that: was already lawfully known to the Receiving Party at the time of disclosure; is disclosed to
the Receiving Party by a third party who had the right to disclose it; is publicly available through
no fault of the Receiving Party; or is independently developed by the Receiving Party without
use of or reference to the Disclosing Party's Confidential Information.
4.4 Required Disclosure: If the Receiving Party is required by law, court order, or any
government or regulatory authority to disclose any of the Confidential Information, it will give
the Disclosing Party prompt written notice of such requirement before the disclosure and, if
possible, enough time to contest the disclosure.
4.5 Return of Confidential Information: Upon termination of this Agreement, or upon the
Disclosing Party's request, the Receiving Party will return all Confidential Information and all
copies, notes, or extracts thereof to the Disclosing Party unless required by law to retain it.
4.6 Continuing Obligations: The Receiving Party's obligation to protect the confidentiality of the
Confidential Information will survive termination of this Agreement and continue until such time
as the Confidential Information becomes public knowledge other than through the
Receiving Party's breach of this Agreement.
SECTION 5: INTELLECTUAL PROPERTY
5.1 Ownership: Partner acknowledges that the Company and its licensors own all rights, title,
and interest in the service(s), product(s), and all intellectual property rights therein. Nothing in
this Agreement gives Partner any right, title, or interest in the service(s), product(s) or any
associated trademarks, except the right to sell or service the service(s) or product(s) in
accordance with this Agreement.
SECTION 6: TERM AND TERMINATION
6.1 Term: This Agreement shall commence on the date first set forth above and will continue
indefinitely unless and until terminated by either Party.
6.2 Termination without Cause: Either Party may terminate this Agreement without cause upon
providing thirty (30) days' prior written notice to the other Party. Upon termination without
cause, the terminating party is under no obligation to provide reasoning for the termination.
6.3 Termination for Cause: Either Party may terminate this Agreement immediately upon
written notice if the other Party:
• Breaches any material term or condition of this Agreement and fails to cure such breach
within thirty (30) days after receipt of written notice of the same, unless such breach is
such that it cannot be cured within thirty (30) days, in which case the breaching Party
shall commence such cure promptly after receipt of such notice and continuously
pursue such cure to completion;
• Becomes the subject of a voluntary or involuntary bankruptcy, insolvency,
reorganization, liquidation, dissolution, receivership, or similar proceeding, or otherwise
ceases to do business; or
• Fails to comply with any applicable laws or regulations, which may harm the reputation
or business of the other Party.
6.4 Effect of Termination: Upon termination or expiration of this Agreement for any reason:
• The rights granted to the Partner under this Agreement will immediately cease;
• The Partner must promptly discontinue all promotion of the Company's products or
services; and
• Any fees owed to either Party at the time of termination or expiration will be paid
according to the terms of this Agreement.
6.5 Survival: The rights and obligations of the Parties set forth in this Section 5 and any right,
obligation, or required performance of the Parties in this Agreement which, by its express terms
or nature and context is intended to survive termination or expiration of this Agreement, will
survive any such termination or expiry
SECTION 7: GENERAL PROVISIONS
7.1 Governing Law: This Agreement shall be governed by and interpreted in accordance with
the laws of the state of Kigali, Rwanda.
7.2 Entire Agreement: This Agreement, including any exhibits and appendices, contains the
entire agreement between the Parties and supersedes all prior and contemporaneous
agreements, understandings, negotiations ,and discussions, whether oral or written, of the
Parties with respect to the subject matter hereof.
7.3 Amendments: This Agreement may only be amended, modified, or supplemented by an
agreement in writing signed by each Party.
7.4 Waiver: No waiver by any Party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall
operate or be construed as a waiver in respect of any failure, breach, or default not expressly
identified by such written waiver.
7.5 Indemnification: Each Party agrees to indemnify and hold the other harmless from any
claims, losses, damages, liabilities, or expenses incurred as a result of the negligent or
intentional acts or omissions of the indemnifying Party.
7.6 Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in
any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in any
other jurisdiction.
7.7 Notices: All notices or other communications required or permitted under this Agreement
must be in writing. Such notices may be delivered personally, sent by a recognized overnight
delivery service, telecopy, or electronic mail, provided that receipt of the communication is
confirmed. Notices should be addressed to the relevant Party at the address outlined in this
Agreement, or to any other address that the recipient Party has provided in writing to the
sender. A notice will be considered effectively given at the time of personal delivery, or at the
time of confirmed receipt in the case of delivery by overnight service, telecopy, or electronic
mail.
SECTION 8: Value Of Assets
The assets whether be it artworks, Bitcoin or even artworks, they are worth a combined $12,000
given per month to the partner after completing their party's agreed upon tasks given by
SideTopia
SECTION LAST: CAUTIONS
the artworks might not sale and that's doesn't mean they are worthless. And again, if the partner
fails to deliver on what's agreed upon then the artworks or assets given might be seized back to
SideTopia
Company Address:
Rwanda, Kigali
7.8 Independent Contractor Relationship: It is understood that the Partner is an independent
contractor and not an agent, partner, or employee of the Company. The Partner shall not have
any authority to enter into any agreements or obligations on behalf of the Company.
7.9 Non-Exclusivity: The relationship between the Company and the Partner is non-exclusive.
Both Parties are free to enter into similar agreements with other parties unless otherwise
specified in this Agreement.
7.10 No Assignment: The Partner may not assign or transfer this Agreement, or delegate its
obligations under this Agreement, without the Company's prior written consent.
7.11 Dispute Resolution: In the event of any dispute arising out of or related to this Agreement,
the Parties agree to negotiate in good faith to resolve the dispute. If the Parties are unable to
resolve the dispute, they agree to submit the dispute to mediation before resorting to
litigation.
7.12 Counterparts: This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall be deemed to be one and the same
agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement:
Company Name:
SideTopia
Signature (either name or hand signature):
Musoni Christian
Partner :
Friya nidewi
Signature (either name or hand signature):