# Partnership Agreement Skeleton — geolocal.io

> **Template — NOT LEGAL ADVICE.** Consult qualified counsel before execution.
> Last updated: 2026-07-16

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## Parties

**Provider:** geolocal.io (the "Platform")

**Partner:** [Partner Name / Agency / Chamber of Commerce] (the "Partner")

**Effective Date:** [Date]

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## 1. Scope of Partnership

Partner is authorized to:

1. Offer `geolocal.io` MCP endpoints to their clients/members
2. Use `geolocal.io` branding and marketing materials (subject to brand guidelines)
3. Access the Partner Dashboard for client management and analytics
4. Earn recurring commissions as specified in Section 4

Partner is NOT authorized to:

1. Resell `geolocal.io` as a white-label product without Strategic-tier status
2. Modify or redistribute `geolocal.io` software code
3. Claim ownership of `geolocal.io` data or telemetry

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## 2. Data Ownership

- **Businesses own their data.** All business profile data (name, services, photos, story, booking info) remains the intellectual property of the business that provided it.
- **geolocal.io owns the platform.** The MCP server infrastructure, telemetry data (anonymized), and platform code are owned by geolocal.io.
- **Partner owns their client relationships.** Partner retains all rights to their client relationships and may migrate clients off the platform at any time.
- **Data export.** Upon request, businesses may export their full profile data in JSON format.

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## 3. Term & Termination

- **Term:** This agreement is effective until terminated by either party.
- **Termination for convenience:** Either party may terminate with 30 days written notice.
- **Termination for cause:** Either party may terminate immediately for material breach, fraud, or illegal activity.
- **Effect of termination:**
  - Partner commissions cease on the termination date
  - Business client data remains on the platform until businesses migrate off (grace period: 90 days)
  - Partner loses access to Partner Dashboard on termination date
  - geolocal.io retains anonymized telemetry data

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## 4. Commission Structure

| Tier | Requirements | Commission Rate |
|------|-------------|-----------------|
| **Affiliate** | Signed partner agreement | 20% of MRR |
| **Partner** | 10+ active clients | 25% of MRR |
| **Strategic** | 50+ active clients | 30% of MRR |

- Commissions are calculated on net revenue (after payment processing fees)
- Commissions paid monthly, payable on the 15th of each month
- Partner may access commission reports via Partner Dashboard

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## 5. Confidentiality

Both parties agree to keep confidential:

- Business client data and analytics
- Telemetry data and insights
- Commission rates and partnership terms
- Platform technical architecture and API endpoints

Confidentiality obligations survive termination for 24 months.

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## 6. Liability

- **Limitation of liability:** Neither party is liable for indirect, consequential, or punitive damages arising from this agreement.
- **Maximum liability:** Provider's total liability is capped at the Partner's commissions earned in the preceding 12 months.
- **No warranty:** The platform is provided "as is" without warranty of merchantability or fitness for a particular purpose.
- **Partner indemnification:** Partner agrees to indemnify geolocal.io against claims arising from Partner's misuse of the platform or misrepresentation to clients.

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## 7. Compliance

Both parties agree to:

- Comply with applicable data protection laws (GDPR, CCPA)
- Not use the platform for fraudulent or deceptive purposes
- Report data breaches within 24 hours of discovery
- Maintain accurate business data for enrolled clients

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## 8. Dispute Resolution

- **Governing law:** [State/Jurisdiction]
- **Good faith negotiation:** 30-day period before formal action
- **Arbitration:** Binding arbitration if negotiation fails
- **Venue:** [City, State]

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## 9. Amendment

This agreement may be amended by mutual written consent of both parties. geolocal.io may update platform terms (pricing, features) with 30 days written notice.

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**Provider:** ___________________ **Date:** ___________

**Partner:** ___________________ **Date:** ___________

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*This template must reference NORTH_STAR.md for principles. Consult legal counsel before use.*