Alliance Program

This Alliance Agreement (the "Agreement") is a binding contract between the party agreeing to the terms of this Agreement ("Referral Partner") and Provisio Technology Solutions LLC ("Provisio"). By clicking "I Agree" on Provisio’s website, Referral Partner agrees to the terms and conditions set forth in this Agreement. PROVISIO RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO CHANGE OR MODIFY PORTIONS OF THIS AGREEMENT AT ANY TIME. PROVISIO WILL PROVIDE REFERRAL PARTNER WITH NOTICE OF ANY SUCH CHANGES. REFERRAL PARTER’S CONTINUED PARTICIPATION IN PROVISIO’S REFERRAL PARTNER PROGRAM THIRTY (30) DAYS AFTER SUCH CHANGE NOTICE IS SENT CONSTITUTES ITS ACCEPTANCE OF THE NEW TERMS. 1. PURPOSE. a. Provisio is in the business of providing certain software development and related professional services (the “Services”). b. Referral Parter wishes to refer customers to Provisio for Provisio to provide Services to such customers. 2. APPOINTMENT. Provisio grants Referral Partner the non-exclusive right to market Services. Referral Partner will submit customer referrals to Provisio through Provisio’s website. Provisio reserves the right, in its sole discretion, to decline to enter into an agreement with a customer without incurring any responsibility to Referral Partner or the applicable customer. Any agreement entered into by Provisio and a referred customer shall be deemed the sole property of Provisio. For purposes of this Agreement, each referred customer which enters into an agreement with Provisio will be referred to as a “Referred Customer”. To be considered a Referred Customer, an agreement must be entered into between Provisio and the applicable customer within 12 months from the date Referral Partner makes the referral in accordance with this Agreement. A customer which Provisio has already had contact prior to the referral from Referral Partner will not be considered a Referred Customer. 3. REFERRAL FEES. a. Provisio agrees to pay Referral Partner five percent (5%) of the fees actually paid by each Referred Customer to Provisio for Services provided by Provisio during the first twelve (12) months of the relationship between Provisio and the Referred Customer (the "Referral Fee"). Provisio will not be responsible for paying any referral fees for hosting, licensing, or other non-professional services. b. Referral Fees will only be paid to Referral Partner after Provisio receives payment from the Referred Customer. c. Except in cases of Provisio’s termination of this Agreement for convenience or Referral Partner's termination due to Provisio’s material breach of this Agreement, Provisio’s obligation to pay Referral Fees will cease upon the termination of this Agreement. 4. TRADEMARKS AND MARKETING MATERIALS. a. Referral Partner is hereby granted permission to use, during the term of this Agreement, the trademarks and trade names used by Provisio in connection with the Services (“Marks”), as approved by Provisio. Referral Partner acknowledges and agrees that its reproduction and use of the Marks are under the sole control and supervision of Provisio. Such permission is expressly limited to uses necessary for the marketing and sale of Services and to performance of Referral Partner's obligations under this Agreement. b. Referral Partner hereby admits and recognizes Provisio’s exclusive ownership of such Marks and the renown of Provisio's Marks throughout the world. Referral Partner agrees not to take any action inconsistent with Provisio's exclusive ownership of such Marks. Referral Partner’s reproduction and use of the Marks, and all goodwill established thereby and/or associated therewith, shall inure exclusively to the benefit of Provisio, and Referral Partner acquires no goodwill or other legal rights or 2 interests in the Marks other than the right to use the Marks in connection with its activities under this Agreement. Referral Partner is expressly prohibited from challenging or contesting in any way the validity of the Marks, their registration with the U.S. Patent and Trademark Office (if any), or their ownership by Provisio. c. Referral Partner shall seek written approval of all of its proposed uses of the Marks by, at its sole cost, submitting to Provisio samples of all proposed materials depicting the form of intended use of the Marks and any words, photographs, designs or other elements intended to appear in association with the Marks. Provisio shall have the right to approve or disapprove any proposed use in its sole discretion, and any failure by Provisio to respond to a request shall be deemed a denial of such request. Referral Partner shall use the Marks solely in accordance with the approvals granted by the Provisio pursuant to this Agreement. 5. REPRESENTATIONS AND WARRANTIES. Referral Partner represents and warrants that (a) it has the authority to enter into this Agreement; (b) it will comply with all applicable laws in performing its obligations under this Agreement; (c) it will not make any representations or promises to any customer on behalf of Provisio, other than those approved by Provisio in writing; (d) it will use commercially reasonable efforts to assist Provisio in providing Services to the Referred Customer; and (e) Referral Partner will at all times conduct its business in a manner as will reflect favorably on Provisio and the Services and will not engage in any deceptive, misleading, illegal, or unethical business practice. 6. CONFIDENTIALITY. a. In the course of its business relationship with Provisio, Referral Partner may have access to information that is considered trade secret and confidential by Provisio. This information includes, but is not limited to, technical know-how, procedures, technical specifications, designs, inventions, ideas, trade secrets, results of testing, protocols, processes, compilations of data, strategic plans, sales and marketing plans, product information, pricing, customer information, supplier information, financial information, business information, and proposed agreements (“Information”). This Information is not known to others in the industry and is protected by Provisio from unauthorized use and disclosure. Referral Partner shall not use any Information for Referral Partner’s own benefit and shall not disclose such Information to third parties, except as required to perform its obligations under this Agreement or as expressly approved by Provisio in writing. b. The confidentiality provisions of this Agreement do not apply to Information that is entirely in the public domain; or was known to Referral Partner prior to access to Provisio Information; or received lawfully from a third party through no breach of any obligation of confidentiality owed to Provisio; or created by Referral Partner independent of Provisio Information. c. The confidentiality provisions of this Agreement survive termination of this Agreement and shall survive for so long a period of time as the Information is maintained by Provisio as confidential, proprietary or a trade secret, and shall inure to the benefit of both parties' successors and permitted assigns. 7. NONSOLICITATION. a. As used in this Section, the term “Restrictive Period” means the term of this Agreement and one (1) year after the termination of this Agreement. b. The prohibitions under this Section cover solicitations or contact (i) by Referral Partner whether on Referral Partner’s own behalf or on behalf of a third party; (ii) by any third party of which Referral Partner is an owner, shareholder, partner, member, director, manager, employee, contractor, consultant or agent; or (iii) by any other third party on behalf of Referral Partner. 3 c. Referral Partner acknowledges that the relationships between Provisio and its employees are valuable assets of Provisio. During the Restrictive Period, Referral Partner agrees not to solicit any employee or independent contractor of Provisio. d. Referral Partner acknowledges that the relationships between Provisio and its customers are valuable assets of Provisio. Referral Partner agrees that Referral Partner will not contact (or have someone else contact) any then-current Provisio customer or prospective customer with whom Provisio is negotiating or preparing a proposal for products or services for the purposes of: (i) inducing them to terminate their business relationship with Provisio; or (ii) discouraging them from doing business with Provisio. During the Restrictive Period, Referral Partner agrees that Referral Partner will not contact (or have someone else contact) Provisio’s customers for the purpose of offering products or services that are substantially similar to or competitive with those of Provisio. e. Referral Partner acknowledges that, due to Referral Partner’s expertise and experience, Referral Partner’s adherence to the terms of this Section will not deprive Referral Partner of the opportunity to obtain gainful employment with other companies serving different product or services markets, or that are not customers of Provisio, after the termination of Referral Partner’s relationship with Provisio. f. Referral Partner acknowledges that violation of this Agreement will cause immediate and irreparable damage to Provisio, entitling it to injunctive relief. Referral Partner specifically consents to the issuance of temporary, preliminary, and permanent injunctive relief to enforce the terms of this Agreement. In addition to injunctive relief, Provisio is entitled to all money damages available under the law. If Referral Partner violates this Agreement, in addition to all other remedies available to Provisio at law, in equity, and under contract, Referral Partner agrees that Referral Partner is obligated to pay all Provisio’s costs of enforcement of this Agreement, including attorneys’ fees and expenses. 8. NON-DISPARAGEMENT. Referral Partner agrees not to disparage Provisio, its Services, or its employees during the term of this Agreement and at any time thereafter. 9. TERM; TERMINATION. The term of this Agreement shall commence on the date Referral Partner agrees to the terms and conditions herein and shall continue until terminated in accordance with this Section. Either party may, at its option, terminate this Agreement (a) immediately upon written notice, if the other party breaches or is in default of its obligations as set forth in this Agreement, provided, however, except as to breaches of confidentiality, privacy or proprietary rights or breaches not capable of being cured, the party in default shall have thirty (30) days to cure such default following written notice of default from the other party; and (b) immediately upon written notice if the other party ceases conducting business in the normal course, admits its insolvency, makes an assignment for the benefit of creditors, or becomes the subject of any judicial or administrative proceedings in bankruptcy, receivership or reorganization. Either party may unilaterally terminate this Agreement at any time without cause upon 30 days’ prior written notice to the other party. Upon termination, Referral Partner shall cease being a Provisio referral partner, and neither party shall have any further rights against the other except for money owed and such other rights as by their nature must survive termination of the Agreement. 10. INDEMNIFICATION. Referral Partner agrees to indemnify, defend, and hold harmless Provisio from and against any and all claims, damages, losses, and expenses (including reasonable attorney's fees) arising out of Referral Partner’s breach of this Agreement. 11. LIMITATION OF LIABILITY FOR DAMAGES. Provisio shall not under any circumstances be liable to Referral Partner for incidental, consequential, special or exemplary damages, or for lost profits or business interruption losses in connection with this Agreement, even if advised of the likelihood of such losses. To the maximum extent permitted by law, Provisio’s liability for any claim arising out of this Agreement will be limited to the amount of Referral Fees paid to Referral Partner in the six (6) month period immediately preceding the event that gave rise to a claim. 4 12. MISCELLANEOUS. a. Once per calendar year, Referral Partner may request financial documentation from Provisio regarding Services provided to Referred Customers in order to validate the Referral Fees paid. Any audit will be conducted under strict confidentiality and may only include information necessary to verify the Referral Fees. b. The relationship between Provisio and Referral Partner is that of independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. c. The rights and duties of Provisio under this Agreement may be assigned or delegated, in whole or in part, by Provisio at any time and at Provisio’s sole discretion. The rights and duties of Referral Partner under this Agreement may not be assigned or delegated, in whole or in part, by operation of law or otherwise, without the prior express written consent of Provisio. It is expressly understood that any material change in the direct or indirect ownership or control of Referral Partner, any merger or consolidation directly or indirectly involving Referral Partner, any acquisition by or of Referral Partner or any other substantial change in Referral Partner’s organization shall constitute an assignment within the meaning of this provision. Subject to the foregoing, the rights and obligations of the parties shall inure to the benefit of and shall be binding upon and enforceable by the parties and their lawful successors and permitted assigns. d. All notices must be in writing and sent to the other party by e-mail and shall be effective when received by such party. Notices to Provisio shall be sent to poja@provisiosolutions.com. Notices to Referral Partner shall be sent to the email address on file with Provisio. e. Failure by either party to this Agreement at any time or from time to time to enforce any of the provisions of this Agreement shall not be construed to be a waiver of such provision or of such party's right to thereafter enforce each and every provision hereof. If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, it shall be deemed modified so as to make it valid and enforceable in light of the intent of the parties expressed in that provision. f. Referral Partner acknowledges that it has had the opportunity to review this Agreement and to discuss it with legal counsel. g. This Agreement shall be construed in accordance with the laws of the State of Michigan (exclusive of its choice of law rules). h. The parties agree that any litigation in relation to this Agreement shall be initiated and maintained exclusively in the Circuit Court of the County of Oakland, State of Michigan, United States of America, or the U.S. District Court for the Eastern District of Michigan. The parties hereby irrevocably submit to the personal jurisdiction and venue of such courts. The parties agree that these courts are convenient forums for any such litigation. i. Neither party will be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including natural disasters, strikes, lockouts, acts of war, terrorism, pandemics, or government actions. j. This Agreement supersedes and cancels all prior agreements, if any, between the parties regarding the subject matter hereof and shall not be amended, altered, or changed except by a written agreement signed by both parties.