PARTNERSHIP AGREEMENT
This Partnership Agreement (the “Agreement”) is made and entered into as of [Date]
(the “Effective Date”) by and between:
1. Quashie & Co Limited trading as “MRG-N”, a company registered England with the Company Number 14016306, with its registered office at, The Wullcomb, 93 Highcross Street, Leicester, United Kingdom, LE1 4AX (“the Company” or “MRG-N”),
2. [Partner Name], a company/individual residing or registered at [Address] (“the Partner”).
The Company and the Partner are collectively referred to as the “Parties” and individually as a “Party.”
1. PURPOSE & RELATIONSHIP OF THE PARTIES
1.1 Purpose
The purpose of this Agreement is to establish a sales-based partnership in which MRG-N provides marketing and sales services at no cost to the Partner. Clients secured through these efforts will contract and pay MRG-N directly. MRG-N will then pay the Partner for the work delivered, retaining a 20% commission on all client payments.
1.2 Independent Parties
Whilst this document has legal ramifications the relationship set forth in this Agreement is not a legal partnership, franchise, or joint venture. Neither Party is the agent, representative, or employer of the other, nor shall either Party has the right or authority to assume, create, or incur any obligation on behalf of the other Party, except as expressly stated herein.
1.3 Exclusivity
This Agreement does not create an exclusive relationship unless otherwise agreed in writing. Both Parties remain free to engage in similar or competing business with other clients or partners.
2. SALES & MARKETING SERVICES
2.1 Obligations of MRG-N
- MRG-N shall conduct sales and marketing activities on behalf of the Partner’s services at no cost to the Partner.
- MRG-N will identify potential clients, initiate discussions, present the Partner’s services, and negotiate with clients as the main contractor.
- MRG-N will invoice clients and collect payments in accordance with the schedule outlined in Section 3.2.
2.2 Obligations of the Partner
- The Partner will provide MRG-N with accurate and current information regarding its services, pricing guidelines, timelines, and relevant credentials to facilitate effective marketing.
- The Partner will fulfil its obligations under any agreed scope of work for projects secured by MRG-N.
- The Partner shall promptly advise MRG-N of any issues that may affect project delivery, client satisfaction, or timeline.
3. CLIENT PROJECTS & PAYMENT STRUCTURE
3.1 Client Engagement
- MRG-N shall serve as the principal and only point of contact with the client.
- The Partner agrees that any contact with the client will be with the approval of MRG-N and the Partner will represent MRG-N and not their own company.
- The Partner must approve any project scope, timelines, or special terms that differ from standard service offerings before MRG-N finalises the agreement with the client.
- All contractual agreements with the client will be executed by MRG-N in its own name or as “MRG-N (on behalf of [Partner Name]),” as agreed between the Parties.
3.2 Client Payment Terms
Unless otherwise agreed in writing, the standard payment schedule for client Projects is:
- 50% of the total project fee upfront.
- 35% of the total project fee once the Project is approved by the client (e.g., design or milestone approval).
- 15% of the total project fee upon final completion of the Project or 12 weeks from the first payment, whichever occurs sooner.
3.3 Commission & Remittance to the Partner
- Commission Rate: MRG-N shall retain [X]% of any and all fees received from the client.
- Partner’s Share: The Partner shall receive [X]% of any fees received from the client for services rendered by the Partner, unless otherwise agreed in writing.
- Distribution of Funds: Once MRG-N receives a payment from the client, MRG-N will transfer the Partner’s share to the Partner within 48 hours of receipt, minus any agreed expenses or offsets.
3.4 Adjustments & Additional Services
- Change Requests: If the client requests additional work beyond the original scope, MRG-N shall agree on revised fees with the client (and the Partner, if required) and invoice accordingly. Any additional fees collected will be subject to the same X% commission for MRG-N.
- Refunds or Disputes: In the event of a client dispute or partial refund, the Partner’s share will be proportionately adjusted, and MRG-N shall communicate all relevant details to the Partner in a timely manner.
3.5 Record-Keeping & Transparency
- MRG-N agrees to maintain accurate records of all financial transactions related to each Project.
- The Partner may request, with reasonable notice, to review relevant records in confidence to verify amounts due.
4. CONFIDENTIALITY & INTELLECTUAL PROPERTY
4.1 Confidential Information
- Each Party may disclose Confidential Information to the other for the purpose of fulfilling this Agreement. Confidential Information includes, but is not limited to, business strategy, client information, and pricing details.
- The receiving Party shall use Confidential Information solely for the performance of this Agreement and shall not disclose it to third parties without prior written consent, except as required by law.
4.2 Intellectual Property
- All marketing materials, trademarks, and copyrighted content provided by the Partner remain the exclusive property of the Partner.
- MRG-N retains ownership of any marketing collateral or strategies it develops independently, excluding the Partner’s proprietary materials.
- Neither Party obtains any rights to the other Party’s trademarks or service marks except as necessary to fulfil the terms of this Agreement.
5. REPRESENTATIONS & WARRANTIES
5.1 By the Partner
- The Partner warrants it has the legal right and authority to enter into this Agreement.
- The Partner warrants it will perform any client-related services in a professional and workmanlike manner, consistent with industry standards.
5.2 By MRG-N
- MRG-N warrants it has the legal right and authority to enter into this Agreement.
- MRG-N warrants it will conduct its sales and marketing activities in compliance with applicable laws and best practices.
6. LIMITATION OF LIABILITY & INDEMNIFICATION
6.1 Limitation of Liability
Neither Party shall be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement, including but not limited to loss of profits or business interruptions.
6.2 Indemnification
- Each Party agrees to indemnify and hold harmless the other Party from any claims, damages, or liabilities arising out of any breach of this Agreement by the indemnifying Party or its negligence in performing its obligations.
- The Partner remains solely responsible for service delivery to the client and shall indemnify MRG-N against third-party claims arising out of the Partner’s performance (or failure to perform).
7. TERM & TERMINATION
7.1 Term
This Agreement commences on the Effective Date and continues until terminated by either Party under the provisions below.
7.2 Termination for Convenience
Either Party may terminate this Agreement at any time for any reason by providing 30 days’ written notice to the other Party.
7.3 Termination for Breach
If either Party commits a material breach of this Agreement or fails to cure it within 10 days of receiving written notice from the non-breaching Party, the non-breaching Party may terminate this Agreement with immediate effect.
7.4 Effect of Termination
- Upon termination, MRG-N shall remain responsible for paying the Partner any outstanding amounts for Projects where MRG-N has already received payments from the client, less the agreed X% commission.
- Any clauses relating to Confidentiality, Intellectual Property, Liabilities, Indemnification, and Payment Obligations shall survive termination.
8. DISPUTE RESOLUTION
8.1 Good Faith Negotiation
In the event of a dispute, the Parties agree to first attempt good-faith negotiation to resolve the matter.
8.2 Governing Law & Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of England. The courts located in England shall have exclusive jurisdiction over any disputes arising out of or related to this Agreement.
8.3 Refunds in the Event of Partner Fault
If a dispute arises between a client and MRG-N due to the Partner’s breach, negligence, or failure to perform any obligations under this Agreement, and such dispute results in MRG-N issuing a refund (in full or in part) to the client, the Partner shall be solely responsible for reimbursing MRG-N the full amount of any refund paid. The Partner agrees to indemnify and hold MRG-N harmless against any costs, charges, or liabilities incurred as a result of issuing such refunds due to the Partner’s breach or fault.
9. GENERAL PROVISIONS
9.1 Assignment
Neither Party may assign or transfer this Agreement without the prior written consent of the other Party.
9.2 Notices
All notices or communications under this Agreement shall be in writing and delivered by hand, email (with confirmation of receipt), or registered post to the respective addresses set forth above (or such other address as a Party may designate in writing).
9.3 Entire Agreement
This Agreement, including any Schedules or Appendices, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, or communications, whether written or oral, relating to its subject matter.
9.4 Sever-ability
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed, and the remainder of the Agreement shall remain in full force and effect.
9.5 No Waiver
No waiver by either Party of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default.
9.6 Counterparts & Electronic Signatures
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.
Signatures delivered electronically or via PDF shall be treated as valid and binding.