Global PartnerMaster Agreement

1. Purpose & Scope

This Global Partner Master Agreement ("Agreement") governs the relationship between SYSGENPRO SOFTWARE PRIVATE LIMITED ("SysGenPro") and authorized partners.

This Agreement applies to all approved partner models unless superseded by a separately executed commercial addendum.

2. Supported Partner Models

• ✓Referral Partner
• ✓Authorized Reseller Partner
• ✓White-Label Partner
• ✓Certified Delivery Partner
• ✓Certified White-Label Partner

3. Independent Contractor Status

Partners operate as independent contractors. Nothing within this Agreement creates an employment, agency, franchise, joint venture, partnership or fiduciary relationship.

4. Commercial Framework

SysGenPro retains authority over platform architecture, infrastructure, subscription structure, security standards and core product direction.

Commercial rights granted to partners are defined by partner type and approved program level.

5. Revenue & Payment Terms

• ✓Referral commissions are paid after customer payment is received.
• ✓Reseller revenue share applies to active paying customers.
• ✓White-Label Partners manage their own customer billing.
• ✓Qualified payments are generally processed within 30 days.

6. Partner Tier Structure

SysGenPro maintains a tier-based partner framework to recognize growth, customer success and annual business contribution.

7. Service Delivery Responsibilities

SysGenPro remains responsible for platform engineering, infrastructure management, hosting, security, platform upgrades, backups and product maintenance.

Certified Delivery Partners and Certified White-Label Partners may independently deliver implementation, customization, migration, training and consulting services.

8. White-Label Rights

Approved White-Label Partners may operate under their own brand, domain, pricing, contracts and customer relationships.

White-Label rights do not transfer ownership of SysGenPro intellectual property, infrastructure, source code or technology.

9. Customer Ownership

White-Label Partners own customer contracts, billing relationships and commercial engagement subject to compliance with applicable agreements.

Reseller Partners manage customer relationships while platform services continue to be delivered by SysGenPro.

10. Intellectual Property

SysGenPro retains all rights, title and interest in software, infrastructure, documentation, APIs, trademarks, architecture and trade secrets.

Partners may not reverse engineer, replicate, sublicense or create competing products using SysGenPro technology.

11. Confidentiality

Both parties agree to maintain strict confidentiality regarding technical, commercial, financial and customer information obtained through the partnership relationship.

12. Data Ownership & Privacy

Customers retain ownership of their business data. Partners must comply with applicable privacy and data protection laws including GDPR, CCPA and regional regulations.

13. Compliance & Ethical Conduct

Partners shall conduct business ethically, honestly and professionally.

Fraud, brand misuse, misleading claims, unlawful marketing practices or customer abuse may result in immediate suspension or termination.

14. Non-Solicitation

During the partnership term and for twelve (12) months after termination, partners shall not directly recruit, employ or contract SysGenPro employees or contractors without written approval.

15. Indemnification

Partners agree to indemnify and hold harmless SysGenPro from claims, liabilities, damages and expenses arising from partner services, commitments or representations.

16. Limitation of Liability

SysGenPro shall not be liable for indirect, incidental, special, consequential or punitive damages including loss of profits, customers or business opportunities.

17. Term & Termination

Either party may terminate this Agreement through written notice.

SysGenPro may suspend or terminate partner rights for fraud, misconduct, intellectual property violations, non-payment or material breach of this Agreement.

18. Survival

Intellectual Property, Confidentiality, Indemnification, Limitation of Liability, Payment Obligations and applicable legal protections shall survive termination.

19. Force Majeure

Neither party shall be liable for delays caused by events beyond reasonable control including natural disasters, regulatory actions, cyber incidents or infrastructure failures.

20. Governing Law & Dispute Resolution

Parties agree to attempt good-faith negotiation prior to arbitration or legal proceedings. Governing law shall be defined by the applicable commercial agreement.

21. Electronic Acceptance

Online registration, onboarding completion, electronic signatures and participation in the partner program constitute acceptance of this Agreement.

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