This Partnership Agreement ("Agreement") is entered into by and between:
DIGITAL POINT HOLDINGS LTD, a company having a principal place of business at House of Francis, Room 303, lle Du Port, Mahe, Seychelles, hereinafter ("Company")
- and -
KOL's Full Name or Entity Name, hereinafter ("KOL")
Collectively referred to as the "Parties" or individually as a "Party".
Recitals
WHEREAS, the Company intends to identify and refer potential cryptocurrency project deals ("Projects");
WHEREAS, the KOL has experience in and is engaged in the dissemination of information regarding cryptocurrency projects to a wide audience;
WHEREAS, the Company wishes to refer Projects to the KOL, and the KOL is willing to receive such referrals under the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Scope of Services
1.1 Referral Services: The Company on an ad hoc basis refers Projects to the KOL. The Company will use reasonable efforts to provide details relevant to the Projects being referred.
1.2 No Representation: The Company makes no representations or warranties as to the suitability, profitability, legality, or viability of the Projects referred to the KOL. The KOL acknowledges that they must conduct their own due diligence and assessment of each Project.
2. Term and Termination
2.1 Term: This Agreement shall commence on the Effective Date and continue in full force and effect for a period of 12 months unless terminated earlier as provided herein.
2.2 Termination: Either Party may terminate this Agreement with or without cause by providing the other Party 30 days written notice.
3. Compensation
3.1 Fees: No fees shall be payable by the KOL or the Company to the other Party unless otherwise agreed in writing.
4. Confidentiality
4.1 Confidential Information: Confidential Information shall include all information, whether written, oral, or electronic, disclosed by the Company to the KOL, which is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes non-public business-related information, plans, materials, pricing, and marketing strategies.
4.2 Obligations: The KOL agrees to:
- Maintain the strictest confidentiality of all Confidential Information.
- Not disclose any Confidential Information to any third party without the prior written consent of the Company.
- Use the Confidential Information solely to perform the services under this Agreement.
- Protect the Confidential Information with the same degree of care used to protect its own confidential information, but in no event less than reasonable care.
4.3 Unauthorized Use or Disclosure: In the event of unauthorized use or disclosure of the Confidential Information, the KOL shall take all necessary steps to retrieve the disclosed Confidential Information and prevent further unauthorized use or disclosure.
5. Non-disparagement
5.1 Obligation: The Parties agree not to disparage, criticize, or otherwise make any derogatory statements regarding each other, their respective affiliates, officers, directors, employees, or agents, during the term of this Agreement and for a period of [Insert period, e.g., two years] thereafter.
6. Intellectual Property
6.1 Ownership: All intellectual property developed by either Party in connection with the referred Projects shall remain the sole property of the respective Party.
7. Miscellaneous
7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
7.2 Dispute Resolution: Any disputes arising out of or related to this Agreement shall be finally settled under the Rules of Arbitration of the Hong Kong International Arbitration Centre (HKIAC) by one or more arbitrators appointed in accordance with said Rules.
7.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
7.4 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
7.5 Assignment: Neither Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, except to a successor in interest of all or substantially all assets and business pertaining to this Agreement.