---

Partner Name

1. Agreement

This Partnership Agreement ("Agreement") is entered into as of the Effective Date by and between:

Blue Inc.

and

[Partner Name]

2. Definitions

"Add‑On" means additional products, features, usage (including additional users or storage), or services purchased by a Customer during a Subscription Term.

"Affiliate" means an entity controlling, controlled by, or under common control with a party, where "control" means ownership of more than 50% of voting interests.

"Attribution Window" means the 365 day period following Blue's written approval of a Deal Registration during which the Partner is the Partner of Record for the applicable Opportunity and Customer

"Confidential Information" means non‑public information disclosed by a party that is designated confidential or should reasonably be understood as confidential, including product roadmaps, pricing, security documentation, and customer lists.

"Customer" means an end customer that purchases a subscription to the Blue platform via an Order Form during the Attribution Window for the Opportunity associated with an approved Deal Registration.

"Deal Registration" means Partner's submission of a prospective sales opportunity via the Portal containing the minimum required fields (customer name and domain, use case, estimated seats, buying stage, expected close date, and key contacts) and Blue's written approval of that submission.

"Net Revenue" means amounts actually received by Blue for a Customer's subscription and usage, excluding taxes, duties, withholdings, credits, refunds, chargebacks, bad debt, third‑party pass‑through fees, and FX losses. For Partner‑invoiced deals, Net Revenue is calculated on amounts collected by Partner from the Customer for the Blue subscription.

"Opportunity" means a qualified sales pursuit for a specific Customer domain and buying center for Blue's subscription products as described in an approved Deal Registration.

"Order Form" means an ordering document or online flow executed by a Customer (or by Partner for Customer) that specifies the subscription plan, quantities, fees, and the Subscription Term and incorporates Blue's Customer Terms.

"Partner of Record" means the Partner with an approved Deal Registration for the Opportunity within the then‑current Attribution Window.

"Portal" means Blue's partner portal located at partners.blue.cc or its successor.

"Renewal" means a continuation of a Customer's subscription for a new Subscription Term following the prior term's expiry.

"Subscription Term" means the period specified on an Order Form during which a Customer is authorized to use Blue's platform.

"Upgrade / Expansion" means increases in committed quantities, editions, or materially similar add‑ons purchased during a Subscription Term or any Renewal.

3. Program Overview

3.1. Partner Model

Blue operates a single partner program. Partners may conduct transactions using one of the following commercial modes (collectively, "Partner‑Led Sales"):

Blue‑Invoiced (Referral): Partner introduces and assists the Opportunity; Blue contracts with and invoices the Customer directly and pays Partner commissions.

Partner‑Invoiced (Institutional/Resale): Partner contracts with and invoices the Customer; Partner remits Blue's share. Branding may be Partner's or Blue's.

3.2. Geographic Scope & Exclusivity

No exclusivity is granted under this Agreement.

4. Economics & Attribution

4.1. Revenue Share

For Partner‑Led Sales associated with an approved Deal Registration:

50% of Net Revenue for months 1–24 from the Customer's initial Order Form effective date; and

25% of Net Revenue thereafter for the life of the Customer relationship

The step‑down applies to Renewals, Upgrades, and Add‑Ons.

4.2. Net Revenue Basis; Offsets

Commissions are calculated on Net Revenue actually received for Blue‑Invoiced deals, or on Net Revenue actually collected by Partner for Partner‑Invoiced deals. Blue may offset or claw back commissions (or amounts owed by Partner) for credits, discounts granted post‑invoice, refunds, non‑payment, fraud, or billing errors.

4.3. Invoicing & Payment Mechanics

Blue‑Invoiced (Referral): Blue pays earned commissions monthly in USD within 30 days after the end of the month of receipt of Customer payment, subject to a $1,000 minimum (balances roll forward). Partners must provide valid tax documentation (W‑9/W‑8). Blue may withhold taxes as required by law.

Partner‑Invoiced (Institutional/Resale): Partner will remit to Blue the Blue Net Amount = (Net Revenue minus Partner's commission) within 30 days after Partner's receipt of Customer payment. Blue may invoice Partner for any shortfall. A wholesale fee schedule (if used) may be set in Schedule A; if present, it supersedes the commission calculation for Partner‑Invoiced deals.

4.4. Deal Registration & Attribution

Partners must register Opportunities in the Portal.
Blue will accept, reject, or request clarification.
Upon written approval, Partner becomes Partner of Record for the Attribution Window (365 days).
Protection covers the initial Order Form executed within the Attribution Window and any co‑termed Add‑Ons signed within that Window.
If no Order Form is executed before expiry, Partner may re‑register.
If an Opportunity was already active, Blue may deny, split credit, or approve with conditions.

4.5. Conflicts & Transfers

Blue may resolve conflicting registrations based on activity, stage, and evidence (emails, meetings). Partner of Record may be transferred if the registered Partner is inactive for 60 days or declines to pursue.

5. Sales & Support

Blue-Invoiced (Referral):

• Partner provides pre-sales assistance and introduction only
• Blue handles all customer support, customer success, and ongoing relationship management directly
• Partner has no post-sale support obligations

Partner-Invoiced (Resale):

• Partner provides first-line customer support including:
  • Customer relationship management and success activities
  • Basic product questions and usage guidance
  • Initial troubleshooting
• Partner escalates technical issues to Blue for:
  • Platform bugs and errors
  • Complex technical configuration
  • Issues requiring backend access
• Blue provides second-line technical support per Blue's standard support policy
• Support may be delivered through Partner or directly to Customer as agreed

6. Intellectual Property & Branding

6.1. Blue IP

Blue and its licensors retain all rights in the platform, software, documentation, and marks. No rights are granted except as expressly stated.

6.2. Feedback

Partner assigns to Blue all right, title, and interest in feedback it provides, and grants Blue a perpetual, worldwide, royalty‑free license to use it. No assignment of Partner's background IP is implied.

6.3. Branding Modes

For Partner‑Invoiced deals, Partner may sell under its own brand or as "Powered by Blue." Underlying technology remains Blue's property. Any white‑labeling must not obscure required legal notices or misrepresent capabilities.

7. Term & Termination

7.0.1. Term

This Agreement starts on the Effective Date (Partner's acceptance) and continues for 12 months, automatically renewing for successive 12‑month periods unless either party gives 30 days notice prior to renewal.

7.0.2. Termination for Convenience or Cause

Either party may terminate for convenience with 30 days written notice. Either party may terminate immediately for material breach not cured within 15 days, insolvency, or conduct that materially harms Blue's reputation or violates law.

7.0.3. Effect of Termination

Upon termination: (a) Partner will cease representing new Opportunities; (b) approved Opportunities that close within 30 days after termination remain eligible for commissions; (c) Blue will continue to pay earned commissions on existing Customers for so long as the Customer remains subscribed, subject to offsets and this Agreement's survival terms; and (d) each party will return or destroy the other's Confidential Information.

7.0.4. Non‑Solicitation & Customer Non‑Interference

During the Term and for 12 months after, neither party will knowingly solicit the other's employees or contractors (general advertising excluded). Blue may claw back commissions if, within 12 months after termination, Partner intentionally induces a Blue Customer obtained via Partner‑Led Sales to terminate solely to migrate to a materially similar service offered by Partner.

7.1. Relationship

The parties are independent contractors. This Agreement does not create a franchise, joint venture, or agency. Partner has no authority to bind Blue. Partner may not make commitments on Blue's behalf regarding product features, pricing, or service levels beyond those published in Blue's standard materials.

8. Confidentiality

8.1. Obligations

Each party will protect the other's Confidential Information and use it only to perform under this Agreement.

8.2. Exceptions

Confidentiality does not apply to information that is (a) public through no fault of recipient; (b) already known without duty; (c) independently developed; or (d) required to be disclosed by law (with notice and cooperation where lawful).

9. Indemnification & Liability

9.1. Mutual Indemnity

Each party will defend and indemnify the other against third‑party claims arising from (a) its breach of this Agreement, (b) its gross negligence or willful misconduct, or (c) its violation of law.

9.2. Blue IP Indemnity

Blue will defend and indemnify Partner against third‑party claims that the Blue platform, as provided by Blue, infringes a patent, copyright, or trademark, or misappropriates a trade secret, and will pay damages finally awarded or approved in settlement. Blue's obligations do not apply to claims arising from combinations, modifications not made by Blue, or unsupported use. Blue may procure the right to continue use, modify, or replace the platform; if not feasible, Blue may terminate the affected subscriptions with a pro rata refund of fees paid for the unused portion.

9.3. Limitation of Liability

Except for Excluded Claims, each party's aggregate liability under this Agreement is limited to the amounts paid or payable by Blue to Partner under this Agreement in the 12 months preceding the event giving rise to liability. Excluded Claims are (i) IP infringement indemnity, (ii) breach of confidentiality, and (iii) violations of data protection obligations, which are capped at 2× that amount. Neither party is liable for indirect, incidental, special, consequential, or punitive damages.

10. Dispute Resolution

Disputes will be resolved through binding arbitration under AAA Commercial Rules in Wilmington, Delaware. Either party may seek court relief for IP or confidentiality breaches. Each party pays its own legal costs. Delaware law applies.

11. General Provisions

11.1. Entire Agreement; Order of Precedence

This Agreement (including any referenced policies and duly executed Order Forms) constitutes the entire agreement and supersedes prior proposals and understandings. In case of conflict, an Order Form signed by both parties controls over this Agreement, which controls over policies referenced herein.

11.2. Amendments

Amendments must be in writing and signed by both parties. Blue may update program policies or this Agreement on 30 days' notice via the Portal; continued participation after the effective date constitutes acceptance. Material adverse economic changes will not apply retroactively to approved Opportunities within their then‑current Subscription Term.

11.3. Assignment

Neither party may assign this Agreement without the other's prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a direct competitor of the other party and assumes all obligations.

11.4. Notices

Legal notices must be in writing and sent to the contacts specified in the Partner Application or updated in the Portal, and are deemed given when received. Notices may be delivered by email.

11.5. Severability

If any provision is unenforceable, the remainder will remain in effect and be interpreted to best accomplish the original intent.

11.6. Force Majeure

Neither party is liable for delay or failure due to causes beyond its reasonable control (including acts of God, labor disputes, government actions, utility failures, or internet outages) provided it uses reasonable efforts to mitigate.

11.7. Publicity

Each party may use the other's name and logo to identify the other as a partner or customer in accordance with brand guidelines. Any broader publicity requires prior written consent.

11.8. Export; Anti‑Corruption; Sanctions

Each party will comply with applicable export control and sanctions laws and with anti‑bribery/anti‑corruption laws (including the FCPA and UK Bribery Act). Partners will not offer or provide anything of value to government officials to obtain or retain business.

12. Sign Off

By submitting a Deal Registration or otherwise participating in the program, Partner accepts this Agreement as of the date of first such action (the "Effective Date").