PARTNERSHIP AGREEMENT
This PARTNERSHIP AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered at Bangalore, on this 22nd day of January 2026 by and between:
TOWN CONTACTS TECHNOLOGIES PVT. LTD., a company incorporated under the Companies Act, 2013, and duly authorized by Mr. Joel Immanuel, the lawful owner of the product “Webenoid”, to manage, operate, license, and represent the said product, having its registered office at #422, Hosapalaya Rd Near Ayyappa Temple, Mangamanapalaya, Bommanahalli, Bangalore, Bangalore, Karnataka, India, 560068, and its place of business at #49, 18 TH MAIN ROAD, HSR LAYOUT, 3RD SECTOR, BANGALORE, KARNATAKA, 560102 hereinafter referred to as the “Company”, (which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns).
AND
, having its registered office at , , , , duly represented by its Mr./Ms. , hereinafter referred to as the “PARTNER”, (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns).
The COMPANY and the PARTNER shall be referred to individually as “Party” and collectively as the “Parties”.
Recitals
Whereas, the COMPANY is engaged in the development and commercialization of advanced artificial intelligence technologies, including large language models, API services, and AI-powered software solutions;
Whereas, the PARTNER is engaged in and has expertise and networks suitable for promoting, marketing, distributing, and/or integrating the COMPANY’s products and services;
Whereas, the COMPANY desires to collaborate with the PARTNER for business development, sales, support, and implementation of the COMPANY’s products and services within the designated territory;
NOW, THEREFORE, the Parties hereby agree as follows:
1. Appointment and Duration
1.1 The COMPANY appoints the PARTNER on a non-exclusive basis to market, distribute, and provide business development support for the COMPANY’s products and services in the Territory defined below.
1.2 The Agreement shall be effective from the date set forth above and remain in force for one (1) year, automatically renewing for successive one-year terms unless either Party provides sixty (60) days’ prior written notice of non-renewal.
2. Territory
The geographical scope of this Agreement shall be limited to (“Territory”).
3. Obligations of the COMPANY
- Provide access to its products and services (including APIs, platforms, and associated documentation).
- Provide training, sales materials, and technical support required for the PARTNER to effectively promote and implement the COMPANY’s offerings.
- Offer reasonable updates, technical assistance, and product improvements as necessary.
4. Obligations of the PARTNER
- Promote, market, and represent the COMPANY’s products and services in the Territory at its own expense.
- Deploy qualified personnel for sales, marketing, and support activities.
- Ensure accurate representation of the COMPANY’s products to customers.
- Protect the COMPANY’s intellectual property and avoid any misuse, reverse engineering, or unauthorized use of the products.
5. Commercial Terms
- Revenue share, commission, or partnership fees shall be outlined in Annexure 1.
- Invoicing, payment schedules, and applicable taxes shall be mutually agreed upon in writing.
6. Intellectual Property
- All intellectual property, trademarks, copyrights, and proprietary rights in the COMPANY’s products and services remain the exclusive property of the COMPANY.
- The PARTNER is granted a limited, non-transferable, non-exclusive license to use the COMPANY’s trademarks and materials solely for the purposes of this Agreement.
7. Confidentiality
Each Party agrees to maintain confidentiality regarding all proprietary information exchanged under this Agreement.
8. Indemnity
Each Party agrees to indemnify and hold harmless the other Party against losses, damages, claims, or expenses arising from its own breach of this Agreement.
9. Termination
This Agreement may be terminated by either Party:
- Upon ninety (90) days’ prior written notice;
- Immediately, in the event of insolvency, bankruptcy, or legal prohibition;
- For material breach not cured within thirty (30) days of notice.
10. Dispute Resolution
Any disputes arising out of this Agreement shall be resolved through arbitration in Bangalore, India in accordance with Rules of India International Arbitration Centre. The proceedings shall be conducted in English.
11. Relationship of Parties
The Parties are independent contractors. Nothing in this Agreement shall be construed as creating an employer-employee, agency, or joint venture relationship.
12. Entire Agreement
This Agreement, together with its annexures, constitutes the entire understanding between the Parties and supersedes all prior agreements, oral or written.
Signatures
IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives as of the date first written above:
For and on behalf of
PARTNER
Authorized Signatory
Annexure 1 – Partner Benefits & Revenue Share
1. Partner Benefits
- Lucrative Commission
○ Earn 35% of the billed amount (excluding applicable taxes and surcharges) on all successful sales closed by the PARTNER.
○ Additionally, earn 10% on every AI credit purchase made by the referred business for a period of 365 days from the date of first sale. - Zero Markup Fees
○ Transparent pricing is ensured with no hidden costs or markups on Webenoid products and services. - Setup Cost Control
○ The PARTNER has the authority to offer clients a negotiation on the setup costs, subject to prior approval from the COMPANY. - Fast Deployment
○ Clients will be onboarded and made live within 24 hours of order confirmation, ensuring rapid go-to-market implementation. - Dedicated Support
○ The COMPANY shall provide technical assistance and dedicated support for product implementation, escalations, and client success.
2. Revenue Share
| Activity Type | Company Share | Partner Share | Notes |
|---|---|---|---|
| Implementation & Integration | 65% | 35% | Includes setup, onboarding, deployment activities |
| Annual Licensing / API Subscription | 65% | 35% | Commission paid on net billed amount (excl. taxes/surcharges) |
| AI Credit Purchases (365 days post first sale) | 90% | 10% | Commission applies to all recurring credit purchases made by referred clients |
| Enterprise/Custom AI Solutions | Case-by-case, subject to mutual written agreement, not lower than COMPANY’s base pricing | ||
3. Payment Terms
- Commission will be calculated on the net billed amount, excluding applicable taxes, surcharges, and refunds (if any).
- Payments will be remitted to the PARTNER after 30 days of customer invoice settlement by the COMPANY.
- The PARTNER is responsible for compliance with applicable tax regulations in its jurisdiction.