Partner Agreement

The Parties shall make their program election in Schedule 1 by selecting either the Mutual Referral Program or the Unilateral Referral Program. If no election is made in Schedule 1, the Agreement will be deemed to be the Unilateral Referral Program only.

Under the Mutual Referral Program, each Party may refer Qualified Opportunities to the other and may be eligible to receive Referral Fees in accordance with this Agreement.

Under the Unilateral Referral Program, Partner may refer Qualified Opportunities to GridSite and may be eligible to receive Referral Fees from GridSite in accordance with this Agreement, but GridSite will have no obligation to pay or credit any referral fee to Partner for business referred by GridSite to Partner unless the Parties later sign a written amendment expressly enabling mutual referral payments.

This Agreement establishes the commercial framework under which the Parties may introduce prospective customers, opportunities, projects, and programs to one another, coordinate on sales or go-to-market activity where mutually agreed, and pay limited referral compensation solely in the circumstances expressly described herein. This Agreement is non-exclusive. Nothing in this Agreement requires either Party to refer any opportunity, accept any referral, quote any opportunity, enter into any transaction, or continue pursuing any opportunity.

Unless otherwise agreed in writing, this Agreement covers referrals and related cooperation for GridSite offerings, including without limitation marketplace listing and matching services, site qualification and diligence services, deployment planning and execution support, managed operations or lifecycle services, hosting, colocation, campus services, and any other products or services GridSite elects to offer from time to time.

For purposes of this Agreement:

The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, fiduciary relationship, franchise, agency, employment relationship, or authority for either Party to bind the other. Neither Party may make any representation, warranty, promise, discount, commitment, or contractual undertaking on behalf of the other Party unless expressly authorized in a separate writing signed by the other Party.

No exclusivity is granted under this Agreement. Each Party may market, sell, host, support, or partner with any third party, including competitors of the other Party.

5.1 Submission of Opportunities

A referring Party shall submit a proposed opportunity by email, CRM entry, partner portal entry, or other written method designated by the receiving Party, including at minimum: customer identity, relevant contacts if available, general project scope, anticipated offering category, geography, and any timing or budget information reasonably available.

5.2 Acceptance or Rejection

Within a commercially reasonable period after submission, the receiving Party may accept or reject the proposed opportunity in writing. The receiving Party may reject an opportunity for any reason, including prior existing pipeline, strategic conflict, credit concerns, legal or compliance concerns, sanctions/export issues, technical non-fit, or no reason at all.

5.3 Priority and Conflicts

If multiple parties claim the same opportunity, the receiving Party will determine in good faith, based on its records and the quality and timing of the introduction, whether any opportunity qualifies under this Agreement and which referring party, if any, will be associated with it.

5.4 No Implied Acceptance

No referral fee will be owed unless the opportunity is expressly accepted in writing as an Accepted Opportunity.

The receiving Party retains sole discretion over pricing, contracting, credit review, technical scoping, project acceptance, staffing, implementation model, service model, collections, renewals, expansions, and all other commercial and operational decisions related to any Accepted Opportunity. The referring Party has no right to negotiate on behalf of the receiving Party or to direct contract terms unless separately authorized in writing.

7.1 Rate Structure

Unless otherwise stated in an applicable signed Order, Schedule, or addendum:

• For Mutual Referral Program elections, the default Referral Fee rate is 5.0% of the applicable Commissionable Amount for each Accepted Opportunity.
• For Unilateral Referral Program elections, the default Referral Fee rate payable by GridSite to Partner is 3.0% of the applicable Commissionable Amount for each Accepted Opportunity referred by Partner and accepted by GridSite.

The Parties may agree in writing to opportunity-specific rates, caps, tiers, minimums, or alternative economics.

7.2 Duration

Unless otherwise agreed in writing, a Referral Fee is payable only on Settled Funds received under the initial contract term for the applicable Accepted Opportunity, up to a maximum fee-earning period of 12 monthsfrom the customer's first invoice date or service commencement date, whichever occurs first. Referral Fees are not payable on renewals, extensions, change orders, expansions, upsells, or additional sites, phases, products, or services unless expressly approved in writing by the receiving Party.

7.3 Payment Trigger

Referral Fees are earned, if at all, only after the receiving Party both (a) receives Settled Funds from the customer and (b) completes any applicable reserve, reconciliation, and dispute review process. No fee is earned on invoiced but unpaid amounts, booked revenue, contracted revenue, unbilled amounts, deferred revenue, or non-cash consideration.

7.4 Payment Timing

The receiving Party will pay undisputed Referral Fees within 30 days after the end of the calendar month in which the applicable Settled Funds become eligible for payment under this Agreement, provided the referring Party has delivered any required invoice and tax documentation.

7.5 Fee Caps

Unless otherwise agreed in writing, the total Referral Fee payable with respect to any single Accepted Opportunity shall not exceed US$ ___.

The following amounts are excluded from the Commissionable Amount unless expressly included in a signed writing:

1. 1taxes, duties, assessments, and governmental charges collected from the customer;
2. 2pass-through third-party costs, including without limitation power, bandwidth, cloud charges, carrier charges, shipping, insurance, taxes, permit costs, customer-paid hardware, or reimbursable expenses;
3. 3one-time setup items or professional services not expressly approved for commission eligibility;
4. 4credits, refunds, rebates, discounts, service credits, promotional credits, offsets, write-offs, and bad debt;
5. 5financing amounts, interest, late fees, or non-cash consideration;
6. 6amounts attributable to products or services supplied by Affiliates or third parties unless expressly included;
7. 7amounts received from any customer that is already an existing customer or active pipeline account of the receiving Party as of the referral submission date, to the extent attributable to such preexisting relationship;
8. 8amounts from transactions entered after expiration or termination of this Agreement unless the applicable Accepted Opportunity was accepted before termination and remains within its approved fee-earning window; and
9. 9any amount the receiving Party in good faith determines is subject to a Claims Reserve.

9.1 Clawback Events

Any Referral Fee previously paid or credited may be charged back, offset, or recouped if the corresponding customer payment is reversed, refunded, credited, charged back, disputed, reduced, written off, rescinded, compromised, or otherwise not retained by the receiving Party, in whole or in part, or if the receiving Party later determines that the fee was paid in error.

9.2 Netting and Setoff

The receiving Party may net any clawback, overpayment, or other amount owed by the referring Party against future Referral Fees or other amounts otherwise payable to that referring Party.

9.3 Survival of Clawback Rights

Clawback and setoff rights survive expiration or termination of this Agreement.

If the Parties elected the Mutual Referral Program, Sections 5 through 9 apply symmetrically, except that each Party is the paying Party only with respect to Accepted Opportunities for that Party's own products or services. Each Party may maintain its own partner program rules, internal approval processes, and exclusions, provided those are not applied inconsistently to Accepted Opportunities already accepted in writing under this Agreement.

If the Parties elected the Unilateral Referral Program, only referrals to GridSite are eligible for Referral Fees unless the Parties later amend this Agreement in writing.

Neither Party may use the other Party's name, logo, marks, trade dress, or other brand assets, or issue any press release or public statement referencing the other Party or the relationship, without prior written consent in each instance, except for factual internal use or as required by law.

Any co-marketing, co-selling, joint announcements, customer references, case studies, partner listings, or website references require prior written approval from the referenced Party.

Each Party shall comply with all applicable laws, rules, and regulations in connection with this Agreement and the activities contemplated hereunder, including without limitation anti-bribery and anti-corruption laws, export control laws, sanctions laws, unfair or deceptive acts or practices laws, and any required disclosure obligations arising from compensated recommendations, endorsements, or referral relationships.

Without limiting the foregoing:

1. 1neither Party shall offer, promise, authorize, or provide anything of value to any government official or any other person in violation of applicable anti-bribery laws;
2. 2each Party shall make all disclosures required by law regarding any material connection or compensated promotional relationship, if and when such disclosure is legally required;
3. 3neither Party shall engage in any transaction, referral, export, reexport, transfer, or service that would violate applicable sanctions or export control restrictions; and
4. 4each Party shall maintain commercially reasonable records sufficient to support payments, compliance reviews, and audits under this Agreement.

Either Party may immediately suspend or reject any opportunity that raises a compliance concern.

Each Party may receive non-public information from the other Party, including commercial information, opportunity details, pricing, customer information, technical information, and business plans (Confidential Information). Each receiving Party shall protect the disclosing Party's Confidential Information using at least reasonable care, use it only for purposes of this Agreement, and not disclose it except to employees, contractors, advisers, or Affiliates with a need to know and bound by comparable confidentiality obligations.

Confidential Information excludes information that the receiving Party can demonstrate: (a) is or becomes public through no fault of the receiving Party; (b) was lawfully known to the receiving Party without confidentiality restriction; (c) is independently developed without use of the disclosing Party's Confidential Information; or (d) is lawfully obtained from a third party without restriction.

During the Term and for 12 months thereafter, neither Party shall intentionally circumvent the other Party solely for the purpose of avoiding a properly earned Referral Fee with respect to an Accepted Opportunity. This Section does not restrict either Party from independently pursuing the market generally, working with any third party, or continuing pre-existing customer relationships.

Each Party will maintain reasonable books and records relating to Accepted Opportunities, Commissionable Amount calculations, and Referral Fee payments for at least 2 yearsafter payment. No more than once per calendar year, and only upon reasonable prior notice, the referring Party may request a limited audit by an independent CPA or similar professional, at the requesting Party's expense, solely to verify material underpayments under this Agreement. Audits shall be subject to confidentiality protections and shall not unreasonably disrupt business operations.

Each Party represents that it has authority to enter into this Agreement. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Each Party makes no commitment that any referral will convert into revenue or that any particular opportunity will be pursued or closed.

This Agreement begins on the Effective Date and continues for an initial term of 1 year, renewing automatically for successive 1 year periods unless either Party gives 30 days prior written notice of non-renewal.

Either Party may terminate this Agreement for convenience upon 30 days written notice. Either Party may terminate immediately for material breach, insolvency, fraud, repeated payment disputes, or reasonable compliance concerns.

Termination does not affect: (a) confidentiality obligations; (b) accrued but unpaid Referral Fees validly earned before termination; (c) clawback, setoff, and audit rights; or (d) any Accepted Opportunity already approved in writing before termination, which will continue only for its applicable fee-earning window unless otherwise terminated for cause or compliance reasons.

Each Party shall defend, indemnify, and hold harmless the other Party and its officers, directors, employees, and agents from and against third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) to the extent arising from: (a) the indemnifying Party's breach of this Agreement; (b) its gross negligence, fraud, or willful misconduct; or (c) its violation of applicable law in performing under this Agreement.

All notices under this Agreement must be in writing and sent by email plus one additional commercial delivery method, unless the Parties agree otherwise in writing.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes prior or contemporaneous oral or written discussions on that subject. Any amendment must be in writing and signed by both Parties. Neither Party may assign this Agreement without the other Party's prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes this Agreement in writing. If any provision is held unenforceable, the remaining provisions will remain in effect. This Agreement may be signed in counterparts and by electronic signature.

Governing Law / Venue: This Agreement shall be governed by the laws of the State of Texas / Delaware / Oklahoma, without regard to conflict of laws principles. The Parties agree to the exclusive jurisdiction and venue of the state and federal courts located in County, State, except either Party may seek injunctive relief in any court of competent jurisdiction.