Technical Partners Agreement

BY BECOMING A NERSAPP TECHNICAL PARTNER, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY TERM OF THIS AGREEMENT, DO NOT REGISTER AS A NERSAPP TECHNICAL PARTNER.

This Technical Partner Agreement (the "Agreement") is between NERSAPP Technology (“NERSAPP Technology”), a Nigerian firm, and the Technical Partner ("Technical Partner") who accepts the terms of this Agreement in the Technical Partner Registration page on our website. The effective date of this Agreement (“Effective Date”) is the date which Technical Partner registers after accepting this agreement on our Technical partner registration page of our website.

This Agreement relates to the business relationship between NERSAPP Technology and Technical Partner. In consideration of the mutual covenants set forth in this Agreement and intending to be legally bound, the parties agree as follows:

Article 1 - DEFINITION

1.1 Whenever used in this Agreement, the following terms shall have the following meanings respectively, unless otherwise specified:

1. “Agreement” means this Technical Partner Agreement, the recitals set forth in the preamble herein, and all Addendum attached hereto, as well as all amendments, additions, restatements or modifications made hereto and thereto and all other documents incorporated herein or therein by reference, and of which are hereby made an integral part of and will be read as if included within the text of this service agreement;
2. “Business Day” means each of Monday, Tuesday, Wednesday, Thursday and Friday, except when any such day occurs on a statutory holiday observed in Nigeria;
3. “Confidential Information” means any and all information, documentation or knowledge in any form, relating to the business and assets of NERSAPP Technology, not generally known to the public, disclosed to, or which may be obtained directly or indirectly by Technical Partner, or which may be derived in any way by it as a consequence of the performance of its obligations hereunder, including, without limitation, information relating to NERSAPP Technology's present and contemplated products and services; product designs; inventions, improvements; standards, specifications, systems, methods and operating procedures; techniques and modes of manufacturing, compounding or preparing products, formulations and recipes; merchandising, marketing plans and strategies; tests and reports; profits, costs, pricing, product sourcing and sales policies and strategies; data and preferences of present customers of NERSAPP Technology as well as prospective and potential customers, their names and addresses; trade secrets, know-how, data, research and development; patent, trade-mark, copyright, industrial design and all other intellectual property and proprietary rights and shall also include terms of this Agreement.
4. “Person” means any person, individual, firm, association, syndicate, partnership, joint venture, trustee, trust, corporation, division of a corporation, unincorporated organization or other entity or a government agency or political subdivision thereof;
5. “NERSAPP” means an online school management application developed and sold by NERSAPP Technology. This application is operated as a software as a service;
6. “Client” means individuals or organizations that have agreed to use our NERSAPP and/or its services.
7. “Trade-marks” means all the trade-marks and trade names, whether or not registered, which are owned and used by or under license from NERSAPP Technology and which appear on the Product including without limitation, the trade-marks.
8. “Default Student Report Charge” means the default charge NERSAPP Technology charges clients for generating student reports.
9. “Custom Student Report Charge” means custom student report charges that Affiliates are allowed to set, so they can earn higher commissions. It must be higher than the default student report charge (DSRC) and must not exceed 10 times the default student report charge.
10. “Affiliate” means a partner using NERSAPP for the purpose of refering and recommending NERSAPP services for Clients.

Article 2 - TECHNICAL SERVICES

2.1 NERSAPP Technology hereby grants Technical Partner and Technical Partner hereby accepts from NERSAPP Technology the right to provide technical services to NERSAPP Technology's clients assigned to Technical by NERSAPP Technology, upon and subject to all terms and conditions set forth in this Agreement.

2.2 The technical services are set forth hereto (referred to in this agreement as the “Technical Services”), and Technical hereby accepts the engagement.

1. Training and retraining of clients on how to use NERSAPP in accordance with NERSAPP Technology training procedures and policies then in effect;
2. General Administration and management of client's portal on client behalf, which includes but is not limited to portal Setup and configuration, uploading and retrieval of client's information.

2.3 All Services to be provided by Technical Partner shall be performed with promptness and diligence in a workman like manner and at a level of proficiency to be expected of a consultant with the background and experience that Technical has represented it has. NERSAPP Technology shall provide trainings and such access to its information, property and personnel as may be reasonably required in order to permit Technical to perform the Services.

2.4 In carrying out the terms of this agreement, Technical Partner shall make use of its own personnel, tools, instruments and equipment and place of performing the Services, unless otherwise agreed between the Parties. All charges that may be incurred in connection with the servicing of clients by Technical Partner, including, without limitation, in respect to logistics, electricity, internet, office expenses, all applicable taxes, appropriate insurance and any other payments are the sole and exclusive responsibility of the Technical Partner.

2.5 Technical Partner represents and warrants to NERSAPP Technology that it is under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement or which will interfere with the performance of the Services agreed herein.

2.6 Technical Partner shall provide to NERSAPP Technology, on at least a monthly basis, a written report about its activities with clients.

Article 3 - TERM

3.1 The initial term of this Agreement shall come into effect on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, shall continue in full force and effect for a period of one (1) year (the “Initial Term”).

3.2 Provided Technical Partner shall have complied with all the terms and conditions hereof, this Agreement shall be automatically renewed at the end of the Initial Term or any Renewal Term, as the case may be, unless either party shall have provided notice to the other party that it does not intend to renew this Agreement or that it wants the terms of this agreement reviewed at least twenty (20) days prior to the expiration of the Initial Term, or any Renewal Term, as the case may be.

Article 4 - TECHNICAL PARTNER'S COMPENSATION

4.1 Technical Partner shall have the right to set its own prices or charges for providing Technical Services to NERSAPP Technology's clients. However, such prices or charges must comply with the Technical services pricing guidelines established by NERSAPP Technology.

4.2 If Technical Partner chooses to use NERSAPP platform to receive its fees for management service, then partner must use the price per student model like our pricing plan. The partner will then use a Custom Student Report Charge (CSRC) by adding the management fees to the Default Student Report Charge (DSRC).

4.3 NERSAPP Technology shall pay Technical Partner UP TO seventy percent (70%) of the Management fee amount while NERSAPP Technology keeps at least thirty percent (30%). This implies that seventy percent (70%) of the difference between the CSRC and DSRC shall be the management service fees.

4.4 Payment shall be made to Technical Partner at most Seven days after Technical Partner make a withdrawal request.

4.5 NERSAPP Technology shall have the right, in its sole discretion, to alter the Technical services pricing guideline, it being understood that any such alteration shall only be effective upon 30 (30) day notice to the Technical Partner, whereupon at the end of such thirty (30) days' notice period, any such revised price shall be effective immediately without further notice and shall be deemed to form part of the compensation in section 4 hereto as if the same had initially been set forth therein.

Article 5 - CONFIDENTIAL INFORMATION

5.1 When and if required, NERSAPP Technology will furnish Technical Partner the necessary information so that the Technical can fulfill its obligations under this agreement. This information shall constitute part of the Confidential Information defined in Section 1.1(c).

5.2 From time to time, NERSAPP Technology may periodically provide Technical Partner with new or up-graded data that has become available, documentation, tests, reports or other pertinent information relating to NERSAPP, which information will also form part of the Confidential Information and which will assist in keeping Technical Partner knowledgeable in regard to NERSAPP.

5.3 Technical Partner acknowledges that in its relationship with NERSAPP Technology and/or by virtue of the performance of this Agreement, it and/or its employees, shareholders, officers, directors, principals, agents and contractors (collectively, “Representatives”) will be and shall hereafter continue to be entrusted with Confidential Information, the disclosure of any of which to competitors of NERSAPP Technology or to the general public would be highly detrimental to the best interests of the NERSAPP Technology. Technical Partner further acknowledges that the right to maintain confidential such Confidential Information constitutes a proprietary right of NERSAPP Technology, which NERSAPP Technology is entitled to protect. Accordingly, and notwithstanding anything to the contrary herein expressed, Technical Partner covenants and agrees with NERSAPP Technology:

1. that it shall not use or copy, or permit the use or copy of any of the Confidential Information, directly or indirectly, for any purpose other than the discharge of its duties and obligations arising from its appointment as an Technical Partner hereunder and only in the best interests of NERSAPP Technology;
2. that it will maintain the absolute confidentiality of the Confidential Information and that it will not (without the prior written consent of NERSAPP Technology) either individually, or in partnership or jointly, or in conjunction with any other Person, as principal, agent, shareholder, or in any manner whatsoever, disclose, reveal, release, utilize, sell, assign, supply, or transfer to any person at any time, any of the Confidential Information, except to the extent necessary to discharge its duties and obligations relating to its appointment hereunder and only in the best interests of NERSAPP Technology;
3. that it will take all necessary action and will do all that is reasonably within its power to prevent the disclosure, release or supply of any of the Confidential Information to any Person, including by any of its Representatives, except to the extent necessary to discharge its duties and obligations hereunder and only in the best interests of NERSAPP Technology;
4. in furtherance of the above, Technical Partner will advise its Representatives, and any other Persons who are given access to the Confidential Information, of the confidential and proprietary nature of the Confidential Information and of the restrictions imposed by this Agreement and, if appropriate, shall require each of them to signify in writing their agreement to abide by the terms of this Agreement and maintain the confidentiality of the Confidential Information. Notwithstanding any such agreement, by any of such Representatives, Technical Partner acknowledges that it shall be fully responsible and liable to NERSAPP Technology for any and all damages and costs (including legal fees) suffered or incurred by it as a consequence of any breach by any of Technical Partner’s Representatives, and/or any other Person(s) given access to the Confidential Information, of the restrictive covenants contained herein.

5.4 Upon termination of this Agreement for any reason, Technical shall immediately return to NERSAPP Technology any Confidential Information and shall thereafter refrain from using or disclosing any such Confidential Information to any Person for any purpose whatsoever.

Article 6 - TERMINATION

6.1 Notwithstanding any other provision herein, the parties hereto agree that this Agreement shall automatically terminate without requirement of notice to the defaulting party or an opportunity to cure, upon the occurrence of any of the following events:

1. if a decree or order of a court having competent jurisdiction is entered adjudging a party bankrupt or approving as properly filed a petition seeking or winding up of such party under the Nigerian Companies and Allied Matters Act or under any analogous, comparable or similar law in the Territory or other applicable jurisdiction, or under any other process of execution or similar effect against any substantial part of the property of such party, including, without limitation, the appointment of a receiver in respect thereto, or ordering for the winding up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of thirty (30) days;
2. if a party admits in writing its inability to pay its debts as they become due, makes any assignment in bankruptcy or makes any other assignment for the benefit of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Nigeria) or any comparable or similar law in the Territory or other applicable jurisdiction, seeks relief under the Companies' Creditors Arrangement Act (Nigeria), the Winding-up and Restructuring Act (Nigeria) or any other bankruptcy, insolvency, or analogous, comparable or similar law in the Territory or other applicable jurisdiction, is adjudged bankrupt, files a petition or proposal to take advantage of any act of insolvency, consents to or acquiesces in the appointment of a trustee, receiver, receiver and manager, interim receiver, custodian, sequestrator or other person with similar powers to itself or of all of any substantial portion of its property or assets, or files a petition or otherwise commences any proceeding seeking any reorganization, arrangement, composition or readjustment under the applicable bankruptcy, insolvency, moratorium, reorganization or other similar law in the Territory or other applicable jurisdiction affecting creditors' rights or consents to or acquiesces in, the filing of such a petition;
3. if a governmental regulatory order or final judgment or decree in any jurisdiction which materially and adversely affects the ability of a party to fulfill its obligations to the other party under this Agreement shall have been made, issued obtained or entered against such party and such order, judgment or decree shall not have been vacated, discharged or stayed pending appeal within the applicable time period; or
4. Technical Partner assigns or attempts to assign this Agreement or any of the rights or obligations hereunder without the prior written consent of NERSAPP Technology being given.

6.2 NERSAPP Technology may, without prejudice to any other rights, immediately terminate this Agreement or part of it by notice to the Technical Partner if:

1. any change occurs in the memorandum or article of association of Technical Partner, management or control or the financial or other circumstances of the Technical Partner which, in the sole opinion of NERSAPP Technology, is materially detrimental to the interests of NERSAPP Technology including, without limitation, as a result of any interest in Technical Partner being acquired by any Person engaged in a business that is competitive with the business of NERSAPP Technology; or
2. Technical Partner, in the sole opinion of NERSAPP Technology, has not used its best efforts to carry out its services under this contract.
3. Technical Partner has not conducted itself in a dignified manner that will reflect favourably upon the goodwill and reputation of NERSAPP Technology, and has not conformed to the highest standards in his dealings with the client under its technical support.

6.3 Furthermore, this Agreement may also be terminated by either party at any time in the event that the other party commits a material breach of any provision of this Agreement and such other party fails to remedy such breach within thirty (30) days after receipt of written notice specifying the breach from the non-defaulting party.

6.4 Termination of this agreement pursuant to the above paragraphs shall not relieve either party of any obligation arising hereunder prior to such termination including, without limitation, NERSAPP Technology's obligation to Technical Partner to pay outstanding compensation to the Technical Partner. However, after such obligations have been met, payment usually made by NERSAPP Technology to the Technical Partner shall cease immediately except when only part of this agreement has been terminated. Payments will still be made by NERSAPP Technology to the Technical Partner for the part of this agreement that has not been terminated using the current terms or renegotiated terms.

6.5 Notwithstanding the termination or expiration of this Agreement all rights and obligations of the parties, which by their nature survive the termination or expiration of this Agreement, including those established pursuant to Sections 5.3, 5.4, 7.1, 7.2 shall survive the termination or expiration of this Agreement.

6.6 Upon termination of this Agreement for any reason whatsoever:

1. All rights granted by NERSAPP Technology to Technical Partner will be immediately relinquished by Technical Partner.
2. Technical Partner shall promptly return to NERSAPP Technology all Confidential Information, advertising and promotional material and any other materials and documents given to Technical Partner and relating to this Agreement or otherwise to the business of NERSAPP Technology;
3. Technical Partner shall cease the use of NERSAPP Technology's Trade-marks and shall thereafter refrain from holding itself out as an authorized Technical Partner of NERSAPP Technology, and Technical Partner will forthwith remove and thereafter discontinue all advertisements, signs and notifications stating or implying that it is a Technical Partner or in any way connected with NERSAPP Technology;
4. NERSAPP Technology shall not be liable to Technical Partner by reason of the proper termination of this Agreement for any damages, whether direct, consequential or incidental, on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business, arising from such termination of this Agreement;

Article 7 - LIMITATION OF LIABILITY AND INDEMNITIES

7.1 Technical Partner hereby agrees to defend, indemnify and hold harmless NERSAPP Technology against any liability, losses, damages or costs (including any legal costs) incurred or suffered by NERSAPP Technology as a result of any breach, negligent act or omission or wilful default on the part of the Technical Partner, or its Representatives arising either directly or indirectly from the performance (or non-performance) by the Technical Partner or any of its Representatives of any obligations under this Agreement.

7.2 NERSAPP Technology shall not be liable to Technical Partner for any special, indirect, consequential, punitive or exemplary damages, including for greater certainty any damages on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business.

Article 8 - FORCE MAJEURE

8.1 No failure or omission by NERSAPP Technology or Technical Partner in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of NERSAPP Technology or Technical Partner, as the case may be, including but not restricted to acts of God, acts or omissions of any government, or agency thereof, rebellion, insurrection, riot, sabotage, invasion, quarantine, restrictions, strike, lock out and transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons thereof. If the force majeure continues for a period of more than three (3) months, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.

Article 9 - MISCELLANEOUS

9.1 Notices under this Agreement must be in in the English language and delivered to the receiving party's address or email address listed below or, if not listed in this Agreement, in the Partner Enrolment information and NERSAPP Technology website. Notices will be deemed received when (1) delivered personally; (2) upon confirmed delivery by a commercial express carrier; (3) delivered via email.

9.2 Either party may change its address and internet communication channels for notices and other communications upon notice to the other party in the manner aforesaid.

9.3 This Agreement, including all Addendums attached hereto, constitutes the entire agreement and understanding between the parties with respect to all matters herein and supersedes all prior oral or written agreements and understandings between the parties with respect to the subject matter of this Agreement.

9.4 The words “hereof”, “herein”, “hereunder” and similar expressions used in any section of this Agreement relate to the whole of this Agreement (including any Exhibits attached hereto) and not to that section only, unless otherwise expressly provided for or the context clearly indicates to the contrary. Words importing the singular number only will include the plural and vice versa and words importing the masculine gender will include the feminine and neuter genders and vice versa. The word “including” will mean “including without limitation”.

9.5 NERSAPP Technology may sell, transfer and assign any or all of its rights and obligations arising from this Agreement to any Person, upon notice to the Technical Partner, provided that the assignee shall agree in writing to be bound by the covenants and agreements contained herein and so assigned by NERSAPP Technology. Upon such assignment and assumption, NERSAPP Technology shall be under no further obligation hereunder with respect to any of the rights and obligations so assigned. Technical Partner shall not assign or transfer its rights or obligations under this Agreement or any document relating to this Agreement to any Person without the prior written consent of NERSAPP Technology. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of this Section shall be void and of no effect.

9.6 The status of Technical Partner shall be that of an independent contractor. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties or constitute or be deemed to constitute the Technical Partner as the agent of NERSAPP Technology for any purpose whatsoever and Technical Partner shall have no authority or power to bind NERSAPP Technology in any manner whatsoever or to assume or incur any obligation or responsibility, express or implied, for or on behalf of, or in the name of NERSAPP Technology, except as specifically provided for herein. Technical Partner shall not list, print or display NERSAPP Technology's name in any manner so as to indicate or imply that there is an employer-employee or a principal-agent relationship between the NERSAPP Technology and itself. All expenses related to Technical Partner's performance of this Agreement shall be borne by Technical Partner who shall be solely responsible for the payment thereof.

9.7 The failure by either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect its right to require performance at any time thereafter, and no term or provision of this Agreement is deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party to have so waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach by such other party of the same or any other provision.

9.8 If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.

9.9 Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

9.10 The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

9.11 The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English language.

9.12 NERSAPP Technology shall notify Technical Partner before it makes changes to the terms of this agreement including its addendum and give you the opportunity to review and comment on the revised terms before continuing to be an Technical Partner. Technical Partner continuance to be an Technical Partner following notice of the changes to our terms, constitutes your acceptance of our amended terms.

Article 10 - GOVERNING LAW AND ARBITRATION

10.1 The parties agree that the validity, operation and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Akwa Ibom and the federal laws of Nigeria applicable therein (notwithstanding conflict of law rules), and the parties do expressly and irrevocably subject this agreement to the jurisdiction of the courts of Akwa Ibom with respect to any matter or claim, suit, action or proceeding arising under or related to this Agreement. To the fullest extent permitted by applicable law, the Technical Partner waives and agrees not to assert, as a defense or otherwise;

1. any claim that it is not subject to the jurisdiction (in personam or otherwise) of any such court,
2. any objection that it may now or hereafter have to the laying of venue in any such court, or
3. any claim that any action, suit or proceeding has been brought in an inconvenient forum.

10.2 Any dispute concerning the subject matter of this Agreement, or the breach, termination or validity thereof (a “Dispute”) will be settled exclusively in accordance with the procedures set forth herein. The party seeking resolution of a Dispute will first give notice in writing of the Dispute to the other party, setting forth the nature of the Dispute and a concise statement of the issues to be resolved. If the Dispute has not been resolved through good faith efforts and negotiations of senior officers or representatives of the parties within fifteen (15) days of receipt by the relevant party of the notice of Dispute, such notice will be deemed to be a notice of arbitration and the parties agree to submit the Dispute to a single arbitrator mutually agreeable to both parties. In the event that the parties cannot agree on a sole arbitrator, the arbitrator will be appointed by a judge of the High Court of Justice, Akwa Ibom State on application by either party to the Dispute. All arbitration, proceedings and hearings will be conducted in the English language in accordance with all relevant enactments on arbitration in Nigeria applicable at the time of this contract and in force. All decisions and awards rendered by the arbitrator will be final and binding upon the parties for all questions submitted to such arbitrator and the costs associated with such submission shall be shared equally by the parties involved in the Dispute unless the arbitrator decides otherwise. The parties waive all rights of appeal therefore to any court or tribunal, and agree that the only recourse by any party to any court will be for the purpose of enforcing an arbitration award.

BY BECOMING A NERSAPP TECHNICAL PARTNER, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY TERM OF THIS AGREEMENT, DO NOT REGISTER AS A NERSAPP PARTNER.