Deadline Shield Sales Partner Agreement

This Sales Partner Agreement (“Agreement”) is entered into as of ________________ (“Effective Date”) by and between Duo Dynamics IT Ltd, doing business through the Deadline Shield product (“Company”), and ________________________________________ (“Partner”).

1. Appointment and scope

Company appoints Partner on a non-exclusive basis to identify prospective customers and promote eligible Deadline Shield Operations subscriptions. Partner may not bind Company, sign contracts on Company’s behalf, modify Company pricing or terms, promise product capabilities not published or approved by Company, or represent that Partner has authority beyond this Agreement.

2. Eligible product

Unless Company agrees otherwise in a signed writing, commission applies only to Deadline Shield Operations subscriptions. Solo, Business, Pro, taxes, refunds, credits, professional services, implementation fees, and other products or charges are not commissionable.

3. Commission

For an eligible customer account originated by Partner and accepted by Company, Partner earns 30% of eligible subscription revenue actually collected and retained by Company during the customer’s first 12 paid months. After that period, Partner earns 10% of eligible collected renewal subscription revenue while the customer remains paying and Partner remains eligible under this Agreement.

4. Clearance and payout

Each customer payment is subject to a 14-day clearance period. A refund, payment reversal, dispute, chargeback, failed payment, or other reversal during clearance cancels the related commission. Cleared commission is scheduled for the next regular Company payout run on the 1st or 15th, or the next reasonable business day when necessary. Commission is based on cash collected, not invoices issued, proposals accepted, leads submitted, or unpaid subscription amounts.

5. Attribution

Partner should use the referral link/code assigned by Company. Company may also accept other documented evidence showing that Partner originated the opportunity. Self-referrals, duplicate claims, existing Company opportunities not originated by Partner, fraudulent attribution, or manipulation of referral tracking are not eligible. Company will resolve good-faith attribution disputes using its records and the documented history of the opportunity.

6. Customer cancellation and reversals

If an eligible customer later cancels normally, future commission stops when eligible collected revenue stops. Commission already validly paid is not ordinarily clawed back solely because of a later cancellation. Company may offset or recover commission tied to fraud, duplicate payment, chargeback, refund, attribution abuse, or material breach of this Agreement.

7. Partner status, taxes, and expenses

The parties intend an independent business relationship and not employment. Partner controls Partner’s own lawful selling methods, schedule, location, and ordinary business expenses, subject to this Agreement and Company brand/compliance requirements. Partner is responsible for taxes, registrations, licenses, insurance, and business obligations applicable to Partner. Company does not provide salary, hourly wages, employee benefits, a guaranteed draw, or reimbursement of ordinary expenses unless separately agreed in writing. Classification is governed by applicable law and the actual working relationship, not merely the label in this Agreement.

8. W-9 and payment information

Partner must provide a completed W-9 or other required tax documentation and approved payout information before Company is required to issue commission payments.

9. Sales conduct and compliance

Partner must market Deadline Shield truthfully and lawfully. Partner will not make guarantees about AI accuracy, deadline identification, reminder delivery, legal compliance, uptime, savings, or business outcomes; provide legal, accounting, insurance, tax, regulatory, or other professional advice on Company’s behalf; send unlawful spam or violate applicable telemarketing, privacy, advertising, or consumer-protection rules; misuse customer documents or credentials; or make deceptive comparisons or claims.

10. Confidentiality and customer information

Partner will protect non-public Company information and any customer/prospect information received through the relationship, use it only for legitimate sales and account-support purposes, and avoid collecting sensitive information that is not reasonably necessary. Partner will not request or retain customer passwords, document contents, payment-card data, or private account credentials.

11. Brand and intellectual property

Company grants Partner a limited, revocable, non-exclusive right during the term to use Company-approved Deadline Shield names, links, sales materials, and branding solely to promote the eligible product. Partner receives no ownership interest in Company intellectual property and will stop using Company branding when this Agreement ends.

12. Term and termination

This Agreement begins on the Effective Date and continues until either party ends it by written notice. Company may suspend Partner activity or terminate immediately for fraud, unlawful conduct, material misrepresentation, abuse of customer information, brand misuse, security risk, or material breach. Treatment of future renewal commission after ordinary termination may be stated in an attached schedule or written amendment; absent such an amendment, no new commission accrues after termination other than commission already earned and cleared before termination.

13. Records and audit of commission

Company’s subscription, payment, refund, and attribution records are the primary records used to calculate commission. Partner should promptly raise a good-faith question about a statement or payment so the parties can reconcile it.

14. No exclusivity; no franchise or agency authority

This Agreement is non-exclusive. Company may sell directly and may work with other partners. Nothing in this Agreement creates a franchise, joint venture, fiduciary relationship, partnership in the legal sense, or authority for Partner to bind Company.

15. Limitation to written terms

Partner compensation or rights are not changed by an oral statement, sales forecast, or informal message. Changes to this Agreement must be in a writing accepted by both parties.

16. Governing law and severability

To the extent permitted by applicable law, this Agreement is governed by Colorado law without regard to conflict-of-law principles. If a provision is unenforceable, the remaining provisions continue to the fullest extent permitted.

17. Entire agreement

This Agreement, any signed compensation schedule or amendment, and incorporated Company policies constitute the parties’ agreement about the Sales Partner relationship and supersede prior discussions on that subject.

Signatures