1. PURPOSE AND SCOPE

This Agreement establishes a framework for collaboration between the Parties through one or more business relationships or partnership activities, which may include but are not limited to:

● Technology integration

● Co-marketing and joint events

● API and software development partnerships

● Educational or research initiatives

● Investment or strategic alignment

● Developer ecosystem engagement

● Referral, reseller, or revenue-share programs

● Joint venture or white-labeling collaborations

Each specific partnership activity will be further defined in an associated Statement of Work ("SOW") or exhibit.

2. PARTNERSHIP MODELS

The following partnership models may be activated under this Agreement:

2.1 Technology Integration Partner

Partner integrates its product(s), API(s), or services with MindBricks technology stack.

2.2 Co-Marketing / Strategic Brand Partner

Joint participation in campaigns, events, newsletters, case studies, or digital promotions.

2.3 Educational / Research Collaborator

Engagement with universities, research institutions, or education platforms for curriculum development, lab access, or certifications.

2.4 Accelerator / Ecosystem Partner

Support and collaborate on entrepreneurship, founder communities, incubators, and startup accelerators.

2.5 Reseller / Channel Partner

Authorized referral, distribution, or resale of MindBricks services. Terms to be included in Exhibit B.

2.6 Investment / Strategic Alliance

Equity-based partnerships, convertible instruments, or strategic product alignment to be governed via separate agreements with reference to this MPA.

3. TERM AND TERMINATION

3.1 Term

This Agreement shall commence on the Effective Date and continue for a period of three (3) years, renewing automatically for successive one (1) year periods unless either Party provides 60 days' prior written notice of termination.

3.2 Termination for Convenience

Either Party may terminate this Agreement for any reason with 60 days' written notice.

3.3 Termination for Cause

MindBricks may immediately terminate the Agreement for:

● Breach of confidentiality or IP clauses

● Non-compliance with applicable laws

● Harm to MindBricks' brand or platform integrity

3.4 Survival

Sections 4, 5, 6, 8, 9, 10, 11, 12, 13, 14, and all defined rights and obligations survive termination.

4. INTELLECTUAL PROPERTY

4.1 Ownership

Each Party retains ownership of all pre-existing IP.

4.2 Jointly Developed IP

Unless otherwise agreed, jointly developed IP shall be jointly owned, and usage rights must be negotiated in writing.

4.3 No Implied Licenses

Nothing in this Agreement grants any right or license to use the other Party’s IP unless explicitly stated.

4.4 Feedback

All feedback, suggestions, or improvements submitted to MindBricks shall become MindBricks' property without obligation of attribution or compensation.

5. CONFIDENTIALITY

5.1 Definition

All non-public, technical, business, financial, or strategic information disclosed is deemed Confidential Information.

5.2 Obligations

Each Party agrees to:

● Maintain strict confidentiality for a minimum of five (5) years

● Use data solely for the purposes of this Agreement

● Prevent unauthorized disclosure

5.3 Exceptions

Confidentiality obligations shall not apply to:

● Information in the public domain

● Independently developed information

● Lawful disclosures under subpoena, with prior notice

6. DATA SECURITY & COMPLIANCE

Partner shall:

● Adhere to MindBricks’ security protocols for API and data access

● Comply with GDPR, CCPA, and applicable data protection laws

● Immediately notify MindBricks of any breach or misuse of shared data

● Ensure third parties engaged by Partner comply with the same obligations

7. PARTNER OBLIGATIONS

● Maintain professional conduct and avoid conflicts of interest

● Avoid misrepresenting the relationship with MindBricks

● Adhere to branding guidelines if co-marketing

● Provide monthly performance metrics when applicable

8. REVENUE & PAYMENTS (If Applicable)

● Revenue share percentages and thresholds will be specified in Exhibit B

● Payment terms: Net 30 days upon receipt of invoice

● Taxes and banking fees borne by recipient

9. WARRANTIES & REPRESENTATIONS

Each Party represents that:

● It has full authority to enter this Agreement

● It shall not infringe upon third-party IP

● It will comply with all applicable laws

● All services and representations are true and accurate to the best of its knowledge

10. INDEMNIFICATION

Partner agrees to indemnify and hold harmless MindBricks, its officers, employees, and affiliates from any claims, liabilities, damages, or costs arising out of:

● Misuse of MindBricks technology or data

● Breach of confidentiality or security obligations

● Any third-party claims relating to Partner's services or products

MindBricks reserves the right to control the defense and settlement of any indemnified claim.

11. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

● Neither Party is liable for indirect or consequential damages

● MindBricks’ total liability shall not exceed $50,000 or the amount paid under this Agreement, whichever is greater

12. GOVERNING LAW & DISPUTES

● This Agreement is governed by the laws of the State of Delaware

● Disputes shall first be resolved through good-faith negotiation

● If unresolved, disputes shall be submitted to binding arbitration in San Francisco, CA, under AAA rules

13. COMPLIANCE & ETHICAL CONDUCT

Partner agrees to:

● Comply with U.S. export laws (e.g., ITAR, EAR, OFAC)

● Avoid bribery, kickbacks, or unethical business practices

● Abide by all anti-corruption and anti-money laundering laws

● Certify that it is not owned or operated by a sanctioned entity

14. GENERAL PROVISIONS

● Entire Agreement: Supersedes all prior agreements

● Amendments: Must be in writing and signed by both Parties

● Assignment: Not permitted without prior written consent

● Force Majeure: No liability for delays beyond control (e.g., natural disasters, war)

● Notices: Delivered via email or courier to designated contacts

● Counterparts: May be signed in counterparts or electronically

15. SIGNATURES

MindBricks, Inc.

By: ___________________________
Name:
Title:
Date:

[Partner Legal Entity Name]
By: ___________________________
Name:
Title:
Date:

Exhibits

● Exhibit A: Partnership-Specific Scope or Statement of Work

● Exhibit B: Revenue Share or Payment Terms

● Exhibit C: Technical Integration Requirements

● Exhibit D: Co-Marketing Plan

● Exhibit E: Brand Guidelines

● Exhibit F: Security Protocol Addendum

● Exhibit G: Mutual Non-Disclosure Agreement (Optional)