Reseller Agreement

CLOVER ERA RESELLER AGREEMENT

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

Clover ERA LLC, a Delaware limited liability company with its principal place of business at 1234 Business Blvd, Suite 100, Wilmington, DE 19801 ("Clover ERA" or "Company"), and

, a organized under the laws of , with its principal place of business at ("Reseller").

RECITALS

WHEREAS, Clover ERA has developed and operates a manager enablement platform (the "Platform") designed to help organizations improve employee engagement and reduce workplace turnover;

WHEREAS, Reseller desires to market, promote, and resell licenses to the Platform to end customers; and

WHEREAS, the parties wish to establish the terms and conditions under which Reseller will resell the Platform.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. APPOINTMENT AND SCOPE

1.1 Appointment. Clover ERA hereby appoints Reseller as a non-exclusive reseller of the Platform, and Reseller accepts such appointment, subject to the terms and conditions of this Agreement.

1.2 Territory. Reseller may market and sell the Platform within the United States and such other territories as may be mutually agreed upon in writing by the parties.

1.3 No Exclusivity. This Agreement is non-exclusive. Clover ERA retains the right to sell the Platform directly and through other resellers, distributors, or channels.

2. RESELLER OBLIGATIONS

2.1 Marketing and Sales. Reseller shall use commercially reasonable efforts to market, promote, and sell licenses to the Platform to prospective customers within the Territory.

2.2 Compliance. Reseller shall comply with all applicable laws, regulations, and industry standards in connection with its activities under this Agreement.

2.3 Brand Standards. Reseller shall use Clover ERA's trademarks, logos, and marketing materials only in accordance with Clover ERA's brand guidelines as provided from time to time.

2.4 Customer Qualification. Reseller shall qualify prospective customers to ensure they meet Clover ERA's minimum requirements for Platform usage.

3. PRICING AND COMMISSIONS

3.1 Pricing. Clover ERA shall establish the pricing for Platform licenses. Reseller shall not modify or discount such pricing without Clover ERA's prior written approval.

3.2 Commission Structure. Reseller shall receive commissions on Platform license sales in accordance with the Commission Structure attached as Exhibit A and incorporated herein by reference.

3.3 Commission Payment. Commissions shall be paid monthly within thirty (30) days following the end of each calendar month, based on collected revenue from customers referred by Reseller.

3.4 Commission Modifications. Clover ERA reserves the right to modify the commission structure upon ninety (90) days' written notice to Reseller. Such modifications shall apply to new sales only.

4. CUSTOMER RELATIONSHIPS

4.1 Customer Agreements. All end customers shall enter into Clover ERA's standard customer agreement. Reseller shall not enter into any agreement on behalf of Clover ERA.

4.2 Customer Support. Clover ERA shall be responsible for providing all technical support and customer service to end customers. Reseller may provide first-level support as mutually agreed.

4.3 Customer Data. Reseller acknowledges that all customer data, usage information, and related information belongs to Clover ERA and the end customer, not to Reseller.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Clover ERA retains all right, title, and interest in and to the Platform, including all intellectual property rights therein. This Agreement does not transfer any ownership rights to Reseller.

5.2 License to Use Marks. Clover ERA grants Reseller a limited, non-exclusive, non-transferable license to use Clover ERA's trademarks and marketing materials solely for the purpose of marketing and selling the Platform in accordance with this Agreement.

5.3 Feedback. Any suggestions, feedback, or ideas provided by Reseller regarding the Platform shall be owned by Clover ERA and may be used without restriction or compensation to Reseller.

6. CONFIDENTIALITY

6.1 Confidential Information. Each party may have access to confidential information of the other party, including business plans, pricing, customer information, and technical information. Each party agrees to maintain such information in confidence and not disclose it to third parties without prior written consent.

6.2 Exceptions. Confidential information does not include information that: (a) is publicly available; (b) was known to the receiving party prior to disclosure; (c) is independently developed; or (d) is disclosed pursuant to legal requirement.

7. TERM AND TERMINATION

7.1 Term. This Agreement shall commence on the Effective Date and continue for an initial term of one (1) year, automatically renewing for successive one-year terms unless terminated as provided herein.

7.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon ninety (90) days' written notice to the other party.

7.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of notice; (b) becomes insolvent or subject to bankruptcy proceedings; or (c) ceases business operations.

7.4 Effect of Termination. Upon termination, Reseller shall: (a) immediately cease marketing and selling the Platform; (b) return or destroy all Clover ERA confidential information and marketing materials; and (c) receive commissions for sales completed prior to termination in accordance with Section 3.

8. WARRANTIES AND DISCLAIMERS

8.1 Mutual Warranties. Each party warrants that it has the full right and authority to enter into this Agreement and perform its obligations hereunder.

8.2 Reseller Warranties. Reseller warrants that it shall: (a) comply with all applicable laws; (b) not make any false or misleading statements regarding the Platform; and (c) not engage in any deceptive or unethical business practices.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CLOVER ERA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

9.1 Limitation. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO RESELLER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. INDEMNIFICATION

10.1 By Reseller. Reseller shall indemnify, defend, and hold harmless Clover ERA from any claims, damages, or expenses arising from: (a) Reseller's breach of this Agreement; (b) Reseller's negligence or misconduct; or (c) Reseller's violation of applicable laws.

10.2 By Clover ERA. Clover ERA shall indemnify, defend, and hold harmless Reseller from any claims that the Platform infringes any third-party intellectual property rights.

11. INDEPENDENT CONTRACTOR

Reseller is an independent contractor and not an employee, agent, partner, or joint venturer of Clover ERA. Reseller has no authority to bind Clover ERA or make any commitments on its behalf.

12. GENERAL PROVISIONS

12.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles.

12.2 Dispute Resolution. Any disputes arising under this Agreement shall first be attempted to be resolved through good faith negotiation. If not resolved within thirty (30) days, disputes shall be submitted to binding arbitration in Wilmington, Delaware.

12.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Clover ERA may assign to an affiliate or in connection with a merger or acquisition.

12.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

12.5 Amendments. This Agreement may only be amended by a written instrument signed by both parties.

12.6 Notices. All notices under this Agreement shall be in writing and delivered by email or certified mail to the addresses set forth above.

12.7 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.8 Waiver. No waiver of any provision of this Agreement shall be deemed or constitute a waiver of any other provision.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.