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Earth Intelligence – Generational Impact

Reseller & Partner Agreement

Sets out the terms on which a partner (consultancy, advisory, or distribution organisation) may promote, refer, or resell access to the Nxt7a platform to its own customers. Non-exclusive by default; can be upgraded to exclusive in a country or sector by written addendum.

A · Engagement Summary

Partner Type

[Referral / Reseller / Co-sell]

Territory

[Country / Region]

Target Segments

[E.g. listed Australian agricultural businesses; superannuation asset owners; private land managers.]

Exclusivity

Non-exclusive

Initial Term

Twelve (12) months, renewing for successive twelve (12) month terms unless terminated.

Commission Model

As set out in Schedule 1.

1 · Appointment

1. Appointment

   Nxt7a appoints the Partner as a non-exclusive [referral partner / reseller / co-sell partner] to promote, [refer / resell] access to the Nxt7a platform and professional services to End Customers in the Territory. The Partner accepts the appointment on the terms of this Agreement.

2. No Exclusivity

   Nxt7a may appoint other partners, distribute directly, or pursue any opportunity in the Territory. The Partner may represent other products that are not directly competitive with the Nxt7a platform.

3. Independent Contractor

   The Partner is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and the Partner has no authority to bind Nxt7a.

2 · Partner Obligations

1. Promotion

   The Partner will use reasonable efforts to promote the Nxt7a platform within the Territory and to qualified prospects in the Target Segments, consistently with the brand, messaging, and positioning materials supplied by Nxt7a.

2. Accuracy Of Representations

   The Partner will not make any representation, warranty, guarantee, or commitment about the Nxt7a platform that is not in materials provided or approved by Nxt7a. The Partner will not commit Nxt7a to any deliverable, support obligation, or service level not authorised in writing.

3. Training

   The Partner will ensure that personnel engaged in promoting or supporting the platform complete Nxt7a's standard partner training, including any annual refresher.

4. Conduct & Compliance

   The Partner will comply with all applicable laws (including anti-bribery, anti-corruption, sanctions, modern slavery, privacy, and consumer-protection laws) and will not engage in any conduct that damages Nxt7a's reputation. The Partner will not offer or accept any improper payment in connection with this Agreement.

3 · Nxt7a Obligations

1. Materials & Enablement

   Nxt7a will provide reasonable training materials, brand assets, and sales collateral, and will maintain a partner portal containing current pricing and product documentation.

2. Deal Support

   Nxt7a will provide reasonable pre-sales and solution-architect support for qualified opportunities, subject to capacity. Nxt7a is the contracting party for any End Customer agreement and is responsible for delivery of the platform and services purchased by the End Customer.

3. Deal Registration

   Nxt7a will operate a deal-registration process. A registered opportunity is recognised for the Partner for a period of ninety (90) days, renewable while the opportunity is actively progressing, as further described in Schedule 1.

4 · Order Process & Commercials

1. Referral Model

   Where the Partner operates as a referral partner: the Partner introduces a prospect through the deal-registration process; Nxt7a contracts directly with the End Customer; on payment by the End Customer of qualifying revenue, Nxt7a pays the Partner the commission in Schedule 1.

2. Reseller Model

   Where the Partner operates as a reseller: the Partner purchases Nxt7a platform access and services from Nxt7a at the wholesale price in Schedule 1 and resells them to the End Customer at a price set by the Partner. The Partner is responsible for collecting from the End Customer and for any first-line support obligations described in Schedule 1.

3. Invoicing

   Commissions and reseller invoices are issued monthly in arrears, payable within thirty (30) days. Amounts exclude GST.

4. Pricing Changes

   Nxt7a may change its list prices on thirty (30) days' written notice; the change does not affect orders accepted before the notice. Partner commissions for existing customers remain governed by the rate that applied at the date of the original order, subject to any renewal terms.

5 · Trademarks & Branding

1. Limited Licence

   Nxt7a grants the Partner a non-exclusive, non-transferable, royalty-free licence during the Term to use the Nxt7a name and approved logos solely to identify itself as a partner, in accordance with Nxt7a's brand guidelines. Nxt7a may revoke any specific use on written notice if the use does not comply with the guidelines.

2. Reservation Of Rights

   All goodwill arising from use of Nxt7a trade marks accrues to Nxt7a. The Partner will not register, attempt to register, or use any name, domain, or trade mark that is confusingly similar to Nxt7a's.

6 · Intellectual Property & Customer Data

1. Nxt7a IP

   Nxt7a retains all Intellectual Property in the platform, datasets, and related materials. The Partner acquires no rights other than those expressly granted in this Agreement.

2. End Customer Terms

   Every End Customer must accept Nxt7a's standard end-customer terms (or a customer-specific MSA agreed by Nxt7a) before being given access to the platform. End Customer data is governed by those terms; the Partner does not receive any right to End Customer data except as expressly permitted by the End Customer or as necessary to support the introduction.

7 · Confidentiality

Each party will keep the other's Confidential Information confidential and use it only to perform this Agreement, on the terms in Nxt7a's standard mutual non-disclosure agreement (which is incorporated by reference). Pricing, partner commissions, deal-registration data, and Nxt7a's roadmap are Confidential Information of Nxt7a.

8 · Warranties & Liability

1. Mutual Warranties

   Each party warrants that it has the corporate authority to enter into this Agreement.

2. Excluded Losses

   To the extent permitted by law, neither party is liable for any indirect, consequential, special, or punitive loss, or any loss of profit, revenue, opportunity, goodwill, or data, arising out of this Agreement.

3. Liability Cap

   Each party's total aggregate liability under this Agreement is capped at the commissions or fees paid or payable between the parties in the twelve (12) months immediately before the event giving rise to the claim. The cap does not apply to a party's confidentiality breach, indemnity obligations, fraud, or wilful misconduct.

4. Partner Indemnity

   The Partner will defend and indemnify Nxt7a against any third-party claim arising from: (a) representations or commitments made by the Partner outside materials provided or approved by Nxt7a; or (b) the Partner's breach of clause 2 (Partner Obligations).

9 · Term & Termination

1. Term

   This Agreement commences on the date last signed and continues for an initial term of twelve (12) months, automatically renewing for successive twelve (12) month terms unless either party gives at least thirty (30) days' written notice of non-renewal.

2. Termination For Convenience

   Either party may terminate this Agreement on sixty (60) days' written notice.

3. Termination For Cause

   Either party may terminate immediately by written notice if the other party: (a) commits a material breach not remedied within thirty (30) days of written notice; (b) becomes insolvent; or (c) engages in conduct that materially damages the other party's reputation.

4. Effect Of Termination

   On termination: (a) the Partner will cease holding itself out as a partner and stop using Nxt7a trade marks within ten (10) business days; (b) Nxt7a will continue to pay commissions on registered, active opportunities that close within ninety (90) days after termination; and (c) End Customer agreements then in force continue on their terms.

10 · General

1. Assignment

   Neither party may assign this Agreement without the other's prior written consent (not to be unreasonably withheld), except to a related body corporate or in connection with a sale of substantially all of its business.

2. Notices

   Notices must be in writing to the email addresses of the signatories below.

3. Entire Agreement

   This Agreement and its Schedules are the entire agreement between the parties on its subject matter.

4. Counterparts

   This Agreement may be executed in counterparts and by electronic signature.

5. Governing Law

   The laws of New South Wales, Australia govern this Agreement, and the parties submit to the exclusive jurisdiction of the courts of that State.

Schedule 1 – Commercial Terms

Model

[Referral / Reseller / Co-sell]

Territory

[Country / Region]

Deal Registration Term

Ninety (90) days, renewable while active.

Referral Commission

[X]% of qualifying first-year platform revenue, [Y]% of qualifying recurring revenue for [N] subsequent years.

Reseller Wholesale Discount

[X]% off Nxt7a list price for platform subscriptions; [Y]% off list rates for professional services.

Reseller Support Obligations

[Tier-1 triage and reasonable customer-success activities, with escalation to Nxt7a.]

Approved Brand Assets

[Logo lockup, "Nxt7a Partner" badge, partner microsite slug.]

Reporting

Quarterly pipeline review with Nxt7a; monthly close-won data.

Executed As An Agreement