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126 lines
4.2 KiB
Markdown
126 lines
4.2 KiB
Markdown
# Partnership Agreement Skeleton — geolocal.io
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> **Template — NOT LEGAL ADVICE.** Consult qualified counsel before execution.
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> Last updated: 2026-07-16
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---
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## Parties
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**Provider:** geolocal.io (the "Platform")
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**Partner:** [Partner Name / Agency / Chamber of Commerce] (the "Partner")
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**Effective Date:** [Date]
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---
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## 1. Scope of Partnership
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Partner is authorized to:
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1. Offer `geolocal.io` MCP endpoints to their clients/members
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2. Use `geolocal.io` branding and marketing materials (subject to brand guidelines)
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3. Access the Partner Dashboard for client management and analytics
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4. Earn recurring commissions as specified in Section 4
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Partner is NOT authorized to:
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1. Resell `geolocal.io` as a white-label product without Strategic-tier status
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2. Modify or redistribute `geolocal.io` software code
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3. Claim ownership of `geolocal.io` data or telemetry
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---
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## 2. Data Ownership
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- **Businesses own their data.** All business profile data (name, services, photos, story, booking info) remains the intellectual property of the business that provided it.
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- **geolocal.io owns the platform.** The MCP server infrastructure, telemetry data (anonymized), and platform code are owned by geolocal.io.
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- **Partner owns their client relationships.** Partner retains all rights to their client relationships and may migrate clients off the platform at any time.
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- **Data export.** Upon request, businesses may export their full profile data in JSON format.
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---
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## 3. Term & Termination
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- **Term:** This agreement is effective until terminated by either party.
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- **Termination for convenience:** Either party may terminate with 30 days written notice.
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- **Termination for cause:** Either party may terminate immediately for material breach, fraud, or illegal activity.
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- **Effect of termination:**
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- Partner commissions cease on the termination date
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- Business client data remains on the platform until businesses migrate off (grace period: 90 days)
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- Partner loses access to Partner Dashboard on termination date
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- geolocal.io retains anonymized telemetry data
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---
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## 4. Commission Structure
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| Tier | Requirements | Commission Rate |
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|------|-------------|-----------------|
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| **Affiliate** | Signed partner agreement | 20% of MRR |
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| **Partner** | 10+ active clients | 25% of MRR |
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| **Strategic** | 50+ active clients | 30% of MRR |
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- Commissions are calculated on net revenue (after payment processing fees)
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- Commissions paid monthly, payable on the 15th of each month
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- Partner may access commission reports via Partner Dashboard
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---
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## 5. Confidentiality
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Both parties agree to keep confidential:
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- Business client data and analytics
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- Telemetry data and insights
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- Commission rates and partnership terms
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- Platform technical architecture and API endpoints
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Confidentiality obligations survive termination for 24 months.
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---
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## 6. Liability
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- **Limitation of liability:** Neither party is liable for indirect, consequential, or punitive damages arising from this agreement.
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- **Maximum liability:** Provider's total liability is capped at the Partner's commissions earned in the preceding 12 months.
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- **No warranty:** The platform is provided "as is" without warranty of merchantability or fitness for a particular purpose.
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- **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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---
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## 7. Compliance
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Both parties agree to:
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- Comply with applicable data protection laws (GDPR, CCPA)
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- Not use the platform for fraudulent or deceptive purposes
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- Report data breaches within 24 hours of discovery
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- Maintain accurate business data for enrolled clients
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---
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## 8. Dispute Resolution
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- **Governing law:** [State/Jurisdiction]
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- **Good faith negotiation:** 30-day period before formal action
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- **Arbitration:** Binding arbitration if negotiation fails
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- **Venue:** [City, State]
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---
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## 9. Amendment
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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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---
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**Provider:** ___________________ **Date:** ___________
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**Partner:** ___________________ **Date:** ___________
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---
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*This template must reference NORTH_STAR.md for principles. Consult legal counsel before use.*
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