This Brand Partnership Agreement (“Agreement”) is entered into on [Effective Date], by and between:
Rocon Technologies Pvt. Ltd., a company incorporated under the laws of [Insert Jurisdiction], having its registered office at [Insert Address] (“Rocon”)
AND
[Partner Agency/Company Name], a company incorporated under the laws of [Insert Jurisdiction], having its registered office at [Insert Address] (“Partner”).
Collectively referred to as the “Parties” and individually as a “Party.”
WHEREAS
- Rocon is in the business of providing managed WordPress hosting solutions, including but not limited to white-label hosting, performance optimization, CDN, container-based infrastructure, and related support services.
- The Partner is in the business of [insert: digital marketing/web development/IT services/etc.];
- The Parties wish to collaborate under this Partnership Agreement to enable the Partner to resell Rocon’s white-label hosting services under its brand, with revenue-sharing as mutually agreed.
NOW, THEREFORE, in consideration of the premises and the representations, warranties, mutual covenants and undertakings contained herein, the Parties hereby agree as follows:
1. Definitions
1.1 “Representatives” shall mean and include officers, managers, employees, Affiliates, legal, financial, and professional advisors of the Parties.
1.2 “Confidential Information” shall mean and include:
- (i) the terms of this Agreement;
- (ii) any information concerning the business, customers, technology, or finances of either Party;
- (iii) any proprietary hosting infrastructure, pricing models, or trade secrets disclosed by Rocon;
- (iv) any customer data handled through Rocon’s hosting services.
1.3 “Services” shall mean Rocon’s managed WordPress hosting, containerized infrastructure, CDN, technical support, and other hosting-related services as made available under this Agreement.
1.4 “Revenue Share” shall mean the percentage of revenue payable to the Partner as commission, as outlined in Schedule A of this Agreement.
1.5 “White Label Hosting” shall mean hosting services offered by Rocon but rebranded and sold by the Partner under its trade name.
2. Scope of Partnership
2.1 Rocon shall provide hosting services to the Partner on a white-label basis, enabling the Partner to sell such services to its customers as if they were its own.
2.2 The Partner shall market, sell, and manage client relationships under its own brand, while the technical infrastructure and backend hosting shall be delivered by Rocon.
2.3 Both Parties agree to collaborate on customer success, but the Partner remains responsible for sales, billing, and customer acquisition.
2.4 Rocon shall provide technical support to the Partner (not directly to the Partner’s end-clients, unless otherwise agreed).
3. Commercial Terms
3.1 Revenue Sharing – The Partner Brand shall be entitled to a revenue share of [%] of the net subscription revenue generated from customers acquired under this partnership. The exact percentage shall be mutually agreed upon in writing and documented in Annexure A of this Agreement.
3.2 Minimum Number of sites – The Partner Brand agrees to onboard and maintain a minimum of [] new customer websites on Rocon’s White Label Hosting platform each quarter. Failure to meet the minimum threshold for two consecutive quarters may lead to renegotiation or termination of this Agreement at Rocon’s discretion.
3.3 Payments – Revenue share payouts shall be calculated quarterly and disbursed within forty-five (45) days after the close of each calendar quarter, subject to reconciliation of any refunds or chargebacks.
3.4 Performance Reviews – Both Parties agree to conduct a monthly performance and strategy meeting (virtual) to review partnership performance, resolve operational issues, and align on upcoming business and marketing initiatives.
4. Term & Termination
4.1 Term – This Agreement shall commence on the Effective Date and remain in effect until terminated as set forth herein.
4.2 Termination by Either Party – Either Party may terminate this Agreement by providing thirty (30) days’ prior notice to the other Party.
4.3 Termination for Cause – Rocon may immediately terminate this Agreement if the Partner Brand:
(a) breaches any material provision of this Agreement;
(b) misuses or misrepresents Rocon’s services, brand, or intellectual property;
(c) engages in unlawful or unethical business practices that may damage Rocon’s reputation;
(d) becomes insolvent, bankrupt, or subject to liquidation proceedings.
4.4 Effect of Termination – Upon termination:
- The Partner Brand shall immediately discontinue the use of Rocon’s intellectual property, trademarks, and marketing materials.
- All access to Rocon’s platform and White Label Hosting services shall be revoked.
- Any outstanding payments, commissions, or revenue shares earned up to the termination date shall be settled within forty-five (45) days.
- Each Party shall return or securely destroy all Confidential Information belonging to the other Party.
5. Confidentiality
5.1 Each Party agrees to keep all Confidential Information received from the other Party strictly confidential and not disclose it to any third party without prior written consent, except to its Representatives on a need-to-know basis and provided such Representatives are bound by confidentiality obligations no less restrictive than those set forth in this Agreement.
5.2 Confidential Information shall not include information that:
(a) is or becomes public knowledge through no fault of the receiving Party;
(b) is lawfully received from a third party without restriction on disclosure;
(c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.
5.3 The obligations under this section shall survive termination of this Agreement for three (3) years.
6. Intellectual Property
6.1 All rights, title, and interest in and to Rocon’s technology, trademarks, logos, software, hosting platform, documentation, and related intellectual property remain the sole property of Rocon.
6.2 The Partner Brand is granted a limited, non-exclusive, revocable license to use Rocon’s trademarks and marketing materials solely to promote the White Label Hosting services under this Agreement.
6.3 The Partner Brand shall not:
(a) reverse engineer, copy, or attempt to create derivative works of Rocon’s platform or technology;
(b) register or attempt to register any trademarks, domain names, or brand identifiers confusingly similar to Rocon’s intellectual property.
7. Term and Termination
7.1 This Agreement shall commence on the Effective Date and remain in force unless terminated by either Party under this Section.
7.2 Either Party may terminate this Agreement with 30 days’ written notice to the other Party.
7.3 Rocon may terminate this Agreement immediately if:
(a) The Partner Brand breaches any material terms of this Agreement;
(b) The Partner Brand engages in conduct that harms Rocon’s reputation or business interests;
(c) insolvency, bankruptcy, or liquidation proceedings are initiated against the Partner Brand.
7.4 Upon termination:
- The Partner Brand shall immediately cease using Rocon’s branding, trademarks, and intellectual property.
- Any unpaid commissions or revenue shares earned beforetermination shall be paid out within 45 days.
- All Confidential Information shall be returned or securely destroyed.
8. Governing Law & Dispute Resolution
8.1 This Agreement shall be governed by and construed in accordance with the applicable laws as defined in the Service Agreement between the Parties.
8.2 Any dispute, controversy, or claim arising out of or in connection with this Agreement shall first be resolved amicably through good faith negotiations between the Parties.
8.3 If no resolution is reached within 30 days, the dispute shall be referred to binding arbitration or competent courts as specified in the Service Agreement.
9. Miscellaneous
9.1 Entire Agreement – This Agreement, along with any Service Agreements executed between the Parties, constitutes the entire agreement and supersedes all prior agreements, understandings, or communications.
9.2 Amendments – Any modification to this Agreement shall be made in writing and signed by both Parties.
9.3 Assignment – Neither Party may assign or transfer its rights or obligations under this Agreement without prior written consent of the other Party, except that Rocon may assign this Agreement to its affiliates or in the event of a merger/acquisition.
9.4 Independent Contractors – The Parties are independent contractors, and nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employment relationship.
9.5 Force Majeure – Neither Party shall be held liable for delays or failure in performance due to causes beyond its reasonable control, including acts of God, natural disasters, internet or telecom failures, strikes, or governmental actions.
9.6 Notices – All notices under this Agreement shall be in writing and delivered by email or registered mail to the official contact addresses provided by each Party.
10. Liability & Indemnification
10.1 Limitation of Liability: Except for (i) breaches of confidentiality, (ii) violations of intellectual property rights, or (iii) willful misconduct, fraud, or gross negligence, neither Party shall be liable to the other Party for any indirect, incidental, consequential, punitive, or special damages, including loss of profits, revenue, or goodwill, even if advised of the possibility of such damages.
10.2 Liability Cap: Rocon’s total aggregate liability under this Agreement shall not exceed the total fees paid or payable to Rocon under this Agreement during the twelve (12) months immediately preceding the claim.
10.3 Indemnification by Partner: The Partner shall indemnify, defend, and hold harmless Rocon, its affiliates, officers, and employees against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
(a) the Partner’s breach of this Agreement;
(b) misrepresentation of Rocon’s services;
(c) any violation of applicable laws or regulations, including data protection laws;
(d) claims by Partner’s customers related to the Partner’s sales, marketing, or billing practices.
11. Non-Solicitation & Non-Compete
11.1 Non-Solicitation: During the term of this Agreement and for a period of twelve (12) months thereafter, the Partner shall not, directly or indirectly, solicit or attempt to solicit any employee, contractor, or client of Rocon with whom the Partner had contact through this Agreement, without Rocon’s prior written consent.
11.2 Non-Compete: During the term of this Agreement and for twelve (12) months following its termination, the Partner shall not directly or indirectly establish, operate, or assist in the operation of any business that provides managed WordPress hosting services substantially similar to or competitive with Rocon’s White-Label Hosting platform.
12. Audit Rights
12.1 Audit Access: Rocon shall have the right, upon reasonable prior written notice and during normal business hours, to audit the Partner’s records, systems, and marketing materials solely for the purpose of verifying compliance with this Agreement, including but not limited to use of Rocon’s intellectual property, confidentiality obligations, and revenue reporting.
12.2 Partner Cooperation: The Partner shall cooperate fully with such audits and provide reasonable access to relevant records and personnel. Any material discrepancies discovered during the audit may result in corrective action, including suspension or termination of this Agreement.
