1.1 Appointment. ITRAK 365 hereby appoints Partner as a non-exclusive member of the Program to market, promote, and demonstrate the ITRAK 365 Service to potential customers in accordance with this Agreement.

1.2 Relationship of the Parties. The parties are independent contractors. Nothing contained herein shall be construed as creating a joint venture, franchise, agency, or employment relationship between the parties. Neither party shall have the authority to bind or obligate the other in any manner whatsoever. Each party shall be solely responsible for its own employees, taxes, and expenses.

1.3 Conduct. Partner shall conduct all activities in a professional and ethical manner, comply with all applicable laws and regulations, and avoid any deceptive or misleading practices. ITRAK 365 reserves the right to review Partner’s marketing and sales materials to ensure compliance with ITRAK 365 brand standards.

1.4 Support. Each party shall provide technical support for its own products and services unless otherwise specified in the applicable Program Participation Terms.

Partner shall pay the applicable fees to participate in the Program as set out in the Partner Registration Form. Such fees may include installation of the ITRAK Demo environment, training, and ongoing operational updates. ITRAK 365 may, at its discretion, waive or adjust fees to promote the partnership.

3.1 Limited Demo License. Subject to the SSA, ITRAK 365 grants Partner a limited, non-exclusive, non-transferable license to access one (1) demo instance of the ITRAK 365 Service installed in Partner’s Microsoft tenant for the sole purposes of internal evaluation, training, and customer demonstration.

3.2 Use Restrictions and Prohibited Uses. Except as expressly permitted herein or under the SSA, Partner shall not: (a) modify, reverse engineer, disassemble, or decompile the Service; (b) remove or alter proprietary notices; (c) disclose benchmark or performance test results; (d) use the Service for competitive analysis or to develop a similar or competing product; or (e) sublicense, lease, or rent the Service to third parties.

The demo environment provided under this Agreement may not be used for production, resale, or internal operational purposes. Any production or commercial use requires execution of a separate Order Form with applicable fees under the SSA. Partner shall not use the Service, directly or indirectly, for any purpose competitive with ITRAK 365.

3.3 Termination of Demo Access. Upon termination or expiration of this Agreement, demo software access shall automatically terminate, and Partner must uninstall and delete all ITRAK 365 demo instances within thirty (30) days, in accordance with SSA obligations.

ITRAK 365 provides access to online business, sales, and technical training resources through its Support Portal. Bootcamp-style instructor-led sessions are available at an additional cost. For successful enablement, it is recommended that Partner maintain at least two (2) certified technical resources and one (1) business/sales-trained resource.

5.1 ITRAK 365 Ownership. ITRAK 365 retains all rights, title, and interest in and to the Service, Support Portal, and all related Intellectual Property, including modifications, derivatives, and improvements thereof. No ownership rights are granted to Partner other than the limited license expressly stated herein.

5.2 Partner Ownership. Partner retains all rights, title, and interest in and to its own services, deliverables, and trademarks. ITRAK 365 is granted no ownership in Partner’s Intellectual Property.

5.1 Trademarks. Each party grants the other a limited, non-exclusive, royalty-free license to use its trademarks and trade names solely for identifying the relationship contemplated under this Agreement, subject to prior written approval.

5.2 Feedback. Partner may provide suggestions, improvements, or ideas regarding the Service (“Feedback”). ITRAK 365 may freely use, disclose, and incorporate such Feedback without restriction or obligation to Partner.

All intellectual property rights related to the ITRAK 365 Software are governed exclusively by the SSA.

6.1 Business Plan. The parties may agree annually on a joint Business Plan to define mutual goals and review performance. Meetings may occur remotely or in person. The parties will support marketing and co-marketing activities as mutually agreed in the Business Plan.

6.2 Promotion and Publicity. Partner shall promote the Service in a professional manner, consistent with ITRAK 365’s Marketing Materials and brand guidelines. Partner shall not issue press releases or public statements referencing ITRAK 365 without prior written consent and shall not make pricing commitments or bind ITRAK 365 to any commercial terms.

6.3 Marketing Materials. ITRAK 365 shall provide access to marketing and sales collateral for use by Partner. Partner may not modify such materials without ITRAK 365’s written approval. ITRAK 365 may list Partner and its services and display Partner’s trademarks on the ITRAK 365 website or in marketing materials approved by Partner.

7.1 General Obligations. Confidentiality obligations are governed by Section 6 of the ITRAK 365 Subscription Services Agreement (“SSA”), which is incorporated herein by reference.

7.2 Program Information. The Partner acknowledges that all information disclosed by ITRAK 365 in connection with this Program—including but not limited to pricing, discount structures, business strategies, customer information, incentives, and deal-specific terms—constitutes Confidential Information.

7.3 Pricing Confidentiality. Partner shall not disclose, publish, or otherwise make such information publicly available or share it with any third party except as required to fulfill obligations under this Agreement. ITRAK 365’s pricing and commercial models are proprietary, competitive, and constitute intellectual property; they shall not be used to influence, benchmark, or compete against ITRAK 365 or for any purpose outside of participation in this Program.

7.4 Representative Obligations. Partner shall ensure that all employees, contractors, and representatives with access to such information comply with these confidentiality obligations.

7.5 Survival. The obligations in this Section shall survive termination or expiration of this Agreement.

8.1 Term. This Agreement shall commence upon submission of the Partner Registration Form and continue for one (1) year, automatically renewing for successive one-year terms unless either party provides thirty (30) days’ written notice of non-renewal.

8.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days, or upon insolvency or bankruptcy.

8.3 Effect of Termination. Upon termination or expiration, all rights and licenses granted herein shall cease. Partner shall immediately cease using ITRAK 365’s trademarks, return or destroy Confidential Information, and uninstall and delete all demo environments within thirty (30) days, in accordance with the SSA. Partner shall no longer represent itself as an ITRAK 365 Partner and shall not be entitled to any refund of fees paid prior to termination.

9.1 Mutual Warranties.  Each party represents and warrants that (a) it has the full power and authority to enter into and perform its obligations under this Agreement; (b) its participation in the Program will not violate any agreement or obligation to which it is bound; and (c) it will comply with all applicable laws, regulations, an ethical business practices in connection with this Agreement.

9.2 Partnership Warranties and Conduct. Both ITRAK 365 and Partner warrant that they will conduct all Program activities with integrity, professionalism, and accuracy, and in a manner that upholds and protects the reputation and goodwill of the other party. Partner will represent ITRAK 365 solutions truthfully and only as authorized by ITRAK 365, avoiding any actions or statements that could mislead customers or reflect negatively on ITRAK 365. In turn, ITRAK 365 will provide Partner with accurate, current, and commercially reasonable product, pricing, and marketing information, and will support Partner in maintaining a positive and credible market presence.

9.3 Indemnification. Each party shall be responsible for its own actions and representations. Partner shall defend and indemnify ITRAK 365 against claims or losses arising from Partner’s breach of this Agreement, unauthorized commitments, or unlawful marketing activities. Likewise, ITRAK 365 shall defend and indemnify Partner from claims or losses arising from ITRAK 365’s negligence, misrepresentation, or breach of this Agreement. Both parties shall promptly notify each other of any such claim and cooperate in good faith to resolve it.

9.4 Limitation of Liability. Except for confidentiality obligations, indemnification, or willful misconduct, in no event shall either party be liable to the other for indirect, consequential, incidental, or punitive damages, including lost profits or goodwill, whether arising in contract or tort. The total aggregate liability of either party under this Agreement shall not exceed the total Program fees paid by Partner to ITRAK 365 in the twelve (12) months preceding the claim.

9.5 Relationship to SSA. All warranties, indemnities, and limitations of liability relating to the use or performance of the ITRAK 365 Software remain governed exclusively by the ITRAK 365 Subscription Services Agreement (“SSA”). This section applies only to the business and collaborative relationship established under this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada. Disputes relating to demo software use shall follow the procedures set forth in the SSA, while all other disputes under this Agreement shall be governed by this Agreement.

1. Appointment

Upon enrolment in the Program, ITRAK 365 and Partner each appoint the other as a non-exclusive representative to refer potential opportunities.

2. Joint Engagement

ITRAK 365 welcomes the opportunity to collaborate with Partners on co-sell and referral opportunities. Where appropriate, ITRAK 365 may engage its industry specialists or solution experts to support customer engagements, assist in positioning the ITRAK 365 solution, and help demonstrate value to prospective customers. ITRAK 365 may participate in pre-sales activities such as demonstrations, product overview sessions, or technical briefings to support customer understanding and confidence in the solution.

3. Partner Role

The Partner plays a key role in establishing and maintaining the customer relationship. This includes identifying and introducing opportunities, initiating meaningful discussions with prospective customers, and creating trust and alignment around the customer’s business needs. The Partner will actively introduce ITRAK 365, share insights that support positioning, and ensure the solution is represented accurately and positively.

4. Opportunity/Referral Eligibility

4.1 New Customer Opportunity/Referral Requirement. A new customer Opportunity or Referral is expected to involve a prospective customer that does not already have an active sales engagement with ITRAK 365. Opportunities involving current customers, organizations already in a sales cycle, or entities previously engaged or introduced to ITRAK 365 for the same opportunity will not be eligible for incentive consideration.

4.2 Duplicate Customer Opportunity. In the event that multiple Partners identify the same customer opportunity, ITRAK 365 will recognize and pay incentives only to the Partner chosen by the new customer to proceed with and complete the engagement.

5. Opportunity/Referral Registration

5.1 Registration. Partners can register new customer opportunities or referrals using the Partner Opportunity Registration Form or Partner Referral Registration Form provided upon enrolment. Once received, ITRAK 365 will review the submission and confirm eligibility for referral or margin consideration. To qualify for incentive payment, the opportunity shall result in a paid ITRAK 365 subscription within six (6) months of registration.

5.2 Opportunity/Referral Review. ITRAK 365 reviews all submitted opportunities and will confirm acceptance or rejection within ten (10) business days. An opportunity is considered active once confirmed in writing by ITRAK 365. Opportunities not confirmed within this timeframe are considered unapproved but can be re-discussed collaboratively.

5.3 Registration Renewal. If an opportunity remains open beyond six (6) months, the Partner shall resubmit for review and renewal. ITRAK 365 and the Partner will reassess the opportunity’s status to ensure continued alignment and eligibility for referral incentives.

6. Software Pricing and Quoting

ITRAK will work with Partner to apply our per user or site licensing pricing models to align with the Opportunity requirements.  Any discounting or term changes need to be approved in writing by ITRAK 365 management.  In cases where multiple partners are bidding on the same Opportunity ITRAK commits to providing the same price to all participating Partners.

7. Incentives

Partner shall receive an incentive fee in accordance with the terms outlined in the Partner Registration Form for each accepted Opportunity that results in a paid ITRAK 365 subscription. The specific incentive structure, payment timing, and eligibility requirements shall be as set forth in the Partner Registration Form.

DEFINITIONS

1. “Affiliate” means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity.
2. “Authorized Recipients” means the Recipient’s Affiliates and subcontractors, and its and their respective directors, officers, employees, agents, consultants, and legal or financial advisors.
3. “Confidential Information” means any non-public or proprietary information disclosed by one party (“Discloser”) to the other (“Recipient”) in any form, that is identified as confidential or should reasonably be understood as such. Confidential Information does not include information that becomes public through no fault of the Recipient, was already known to the Recipient, or is independently developed.
4. “Co-Sell Opportunity” means a jointly developed customer engagement in which both ITRAK 365 and the Partner collaborate to position and present the Service to a potential customer.
5. “Customers” means current and prospective customers of Services.
6. “Customer Opportunity” means a unique sales or referral opportunity for the ITRAK 365 Service that has been initiated, developed, or introduced by a Partner, and that is not currently part of an active ITRAK 365 sales engagement.
7. “Demo Environment” or “Demo Solution” means the instance of the ITRAK 365 Service deployed in the Partner’s Microsoft tenant for internal evaluation, training, or demonstration to prospective customers, as governed by the ITRAK 365 Subscription Services Agreement.
8. “Discloser” means a party to this Agreement who discloses Confidential Information under this Agreement and/or such party’s Affiliates, subcontractors and its and their respective directors, officers, employees, agents, consultants, and legal or financial advisors.
9. “Force Majeure” means, without limitation, any acts of God, government, war, terrorism, riot, fire, floods, earthquakes, epidemics, pandemics, explosions, strikes, lockouts, cessation of labor, trade disputes, breakdowns, accidents of any kind or any other causes which are beyond the reasonable control of a party.
10. “Incentive” means the payment or margin provided to an eligible Partner by ITRAK 365 upon successful conversion of an accepted Referral or Opportunity into a paid ITRAK 365 subscription, as described in Appendix A and the Partner Registration Form.
11. “Intellectual Property” means copyrights, patents, patent disclosures and inventions (whether patentable or not), Trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works, moral rights and all other rights, whether presently existing or later developed. ITRAK 365 Intellectual Property includes the Service.
12. “Marketing Materials” means technical, advertising and marketing information and literature concerning the ITRAK 365 Service as available.
13. “Opportunity” means a potential customer engagement identified and submitted by the Partner through the Partner Opportunity Registration Form or Partner Referral Registration Form for evaluation by ITRAK 365.
14. “Partner” means the company or entity participating in the ITRAK 365 Partner Program under this Agreement.
15. “Partner Program” or “Program” means the ITRAK 365 Partner Program described in this Agreement, which enables Partners to collaborate with ITRAK 365 in marketing, demonstrating, and referring the Service to potential customers.
16. “Recipient” means the party that receives Confidential Information from Discloser and Discloser’s Authorized Recipients.
17. “Referral Opportunity” means a prospective customer opportunity introduced to ITRAK 365 by the Partner that is validated and accepted by ITRAK 365 for referral consideration.
18. “Registration Form” means the Partner Opportunity Registration Form or Partner Referral Registration Form used to submit a new Opportunity or Referral to ITRAK 365 for review and eligibility determination.
19. “Service” means ITRAK 365’s platform as well as any other service provided by ITRAK 365 to its customers relating to the platform.
20. “Trademarks” means all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefore and all goodwill associated therewith.