Restrictions on Replicating Course Materials

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PARTNERSHIP AGREEMENT

This Partnership Agreement ("Agreement") is entered into by and between:

● [Company Name] (the "Client"), located at __________ under the supervision of

__________ born on __________
● [Company Name] (the "IPGA"), located at __________under the supervision of
____________ born on __________

(hereinafter collectively referred to as the "Parties") on this _____ day of _____, 202_.

1. PURPOSE

This Agreement is entered into with the primary purpose of engaging the IPGA with the
Client to collaboratively develop, launch, and scale an online educational course business.
The envisioned partnership aims to combine the unique capabilities and expertise of the
IPGA with the Client's vision and resources, thereby creating a fruitful and long-term
strategic partnership.

The IPGA is expected to provide a comprehensive suite of advisory services including, but
not limited to, course content creation, marketing strategy development, technological setup,
and ongoing optimization to ensure the successful launch and sustainable growth of the
online course, as detailed under "Scope of Services" (see Point 2). Through a structured
retainer and/or profit-sharing model, this Agreement seeks to establish a mutually beneficial
relationship that incentivizes the IPGA to contribute towards maximizing the course’s market
performance and profitability, while ensuring quality and value delivery to the Client and the
end learners.

Furthermore, this Agreement intends to set forth a clear framework regarding the financial,
operational, and legal dynamics between the Parties, ensuring a transparent and accountable
partnership that aligns with the overarching goal of delivering a high-quality, market-
responsive online educational course that meets or exceeds industry standards and learner
expectations.

2. SCOPE OF SERVICES:
2.1 The IPGA shall provide the following advisory services for the creation, launching, and
scaling of the Client's online course (the "Project"):

- Course Strategy & Vision:

- Collaboratively working with the Client to define the general idea, objectives,
and strategic vision for the course.
- Providing guidance and consultation on course structuring, audience targeting,
and overall course direction.
- Course Creation & Production (Done-With-You):
- Assisting the Client in writing curriculum and lesson material by providing
templates, feedback, and strategic advice.
- Guiding the Client through the recording and production process, including
offering recommendations on tools, techniques, and best practices.
- Note: The IPGA does not write the curriculum or create the lessons
independently but instead provides material, guidance, and consulting on how
to do it. The actual content creation is the responsibility of the Client.
- Course Backend Management:
- Setting up the course and community hosting platform, ensuring a seamless
user experience for both the Client and the end learners.
- Providing technical support and management of the backend systems to ensure
smooth operation of the online course.
- Marketing:
- Assisting in scaling the Client’s online courses through advertising campaigns
and various organic marketing strategies.
- Offering consultation and guidance on marketing strategies to enhance course
visibility, enrollment, and overall success.

3. PAYMENT TERMS:

3.1 Profit Sharing: The IPGA shall receive __% (____) of the total course sales revenue,
minus the cost of ads and other course marketing-related expenses, on the ___th day of every
month, on a monthly basis.

3.2 (Optional) Retainer: A monthly retainer of $_____,__(________) shall be paid by the

Client to the IPGA for continued service, on the ___th day of every month, on a monthly
basis.

3.3 If the IPGA helps the client secure affiliate partnerships for products or services related
to the online education business, the IPGA will receive a percentage share of the affiliate
commission equal to the agreed-upon profit-share percentage in section 3.1.

This means if the agreed-upon profit-share percentage as outlined in section 3.1, is 25%, the
IPGA shall also receive a 25% share of the commission earned through affiliate partnerships
related to the online education business.

3.4 Payment Timeline: All payments under this section shall be made by the Client to the
IPGA within 48 hours of the invoice date.
3.5 Additional Costs: The Client shall cover any and all costs related to the delivery of the
scope of services as outlined in the "Scope of Services" section of this Agreement. Any
additional costs incurred in the execution of the services shall be agreed upon in writing by
both Parties, and invoiced to the Client accordingly, payable within the payment timeline
stipulated in clause 3.4.

4. TERM & TERMINATION:

4.1 This Agreement shall commence on the Effective Date and continue unless terminated by
either party with written notice as stipulated below.

4.2 Termination by Client: The Client may terminate this Agreement under the following
circumstances:

- Misconduct by the IPGA: Misconduct, for the purposes of this Agreement, is defined
to include, but is not limited to, the following actions committed by the IPGA:
- Falsifying Information: Providing false, misleading, or inaccurate information
to the Client or any third parties involved in the Project.
- Harassment: Engaging in any form of harassment, whether verbal, physical, or
through any other means, towards the Client, its employees, or any third
parties involved in the Project.
- Insubordination: Refusing to follow reasonable and lawful instructions
provided by the Client or acting in defiance of the Client's authority.
- Breach of Confidentiality: Disclosing or using confidential information
pertaining to the Client or the Project without the Client's explicit
authorization.
- Misuse of Company Resources: Using the Client's resources, including but not
limited to, funds, equipment, or personnel, for purposes not authorized by the
Client or unrelated to the Project.
- Violation of Laws or Regulations: Engaging in activities that violate any
applicable laws, regulations, or industry standards pertaining to the conduct of
the Project or the services provided under this Agreement.
- Misrepresentation of Skills or Qualifications: Misrepresenting the IPGA’s
skills, qualifications, or experiences relevant to the provision of services under
this Agreement.
- Failure to Respond: If the IPGA fails to provide a response related to the scope of
services within a period of five (5) working days, it may be considered reasonable
grounds for termination of this Agreement. Exceptions to this condition may be made
in the event of sickness, death of a family member, or other extreme circumstances as
recognized by the Client. Documentation verifying such circumstances may be
required at the discretion of the Client.

4.3 Termination With Cause:

- In the event that the Client wishes to terminate this Agreement with cause as outlined
in clause 4.2, the IPGA shall remain entitled to the profit share as outlined in Section
3 (Payment Terms) of this Agreement.
- Should the Client desire to discontinue the profit sharing arrangement, a buy-out
option is available at a fixed price of $_____,__(________ ). Upon payment of the
buy-out amount, the profit sharing obligation as stipulated in Section 3.1 of this
 Agreement shall cease, and the IPGA shall relinquish any claims to future profits
derived from the course sales revenue.
- The buy-out amount shall be payable within ___ (_________) days of the Client's
written notice of termination and election to exercise the buy-out option.
- For a period of eighteen (18) months following the termination of this Agreement, the
Client shall not create or sell any online course or online education in the same field
unless the buy-out has been completed. Any further material created by the Client for
the course during the term of this Agreement or the eighteen (18) months following
termination shall still fall under the profit share agreement with the IPGA as outlined
in Section 3 (Payment Terms) of this Agreement, unless the buy-out has been
completed.

4.4 Termination Without Cause:

- In the event that the Client wishes to terminate this Agreement without cause, the
IPGA shall remain entitled to the profit share as outlined in Section 3 (Payment
Terms) of this Agreement.
- Should the Client desire to discontinue the profit sharing arrangement, a buy-out
option is available at a fixed price of $250,000,00 (________). Upon payment of the
buy-out amount, the profit sharing obligation as stipulated in Section 3.1 or Section
3.2 (as applicable) of this Agreement shall cease, and the IPGA shall relinquish any
claims to future profits derived from the course sales revenue.
- The buy-out amount shall be payable within ___ (_________) days of the Client's
written notice of termination and election to exercise the buy-out option.
- For a period of eighteen (18) months following the termination of this Agreement, the
Client shall not create an online course in the same field unless the buy-out has been
completed. Any further material created by the Client for the course during the term
of this Agreement or the eighteen (18) months following termination shall still fall
under the profit share agreement with the IPGA as outlined in Section 3 (Payment
Terms) of this Agreement, unless the buy-out has been completed.

4.5 New Material or Course Versions:

- During the validity of this Agreement, in the event that the Client creates new
material for the course or develops a new version of the course without the assistance
of the IPGA, the profit share agreement as outlined in Section 3 (Payment Terms) of
this Agreement shall continue to apply. Should the Client wish to discontinue the
profit share arrangement in the event of the creation of a new material or new course
similar to that created with the IPGA, it would be considered termination without
cause, and would be subject to the same terms outlined section 4.4.
4.6 Non-Circumvention:

- In the event of termination without cause by the Client, a Non-Circumvention period

of eighteen (18) months will be enacted commencing from the date of termination.
During this Non-Circumvention period, the Client agrees not to engage, directly or
indirectly, with any third party providing similar services as those offered by the
IPGA, unless the buy-out option as written in section 4.4. has been completed.

5. FINANCIAL DISCLOSURE:

5.1 The IPGA shall have access to all necessary financial information concerning the Project
to calculate the profit share accurately.

6. MARKETING:

6.1 Details on marketing procedures and potential additional costs to be covered by the Client
will be as stipulated in Exhibit A.

7. INTELLECTUAL PROPERTY:

7.1 All intellectual property generated during the Project shall be as stipulated in Exhibit B.

8. NON-DISCLOSURE AGREEMENT (NDA):

8.1 Both Parties acknowledge that during the course of this Agreement, they may obtain
confidential information regarding each other's business, including, but not limited to, trade
secrets, strategies, customer lists, financial information, and other proprietary information
(collectively, "Confidential Information").

8.2 Each Party agrees to restrict disclosure of the other Party's Confidential Information to
employees, agents, or third parties as necessary and only for the disclosed purpose. Both
Parties agree to take all necessary steps to protect the confidentiality of the other Party's
Confidential Information and prevent any misuse thereof.

8.3 Confidential Information does not include information that: (a) is or becomes public
knowledge through no fault of the receiving Party; (b) is in the possession of the receiving
Party without restriction in relation to disclosure before the date of receipt from the disclosing
Party; or (c) is independently developed by the receiving Party without reference to or
reliance upon the Confidential Information.

8.4 The Parties agree to maintain the confidentiality of the Confidential Information for a
period of _______(________) months following the termination or expiration of this
Agreement, or for such longer period as may be required by applicable law.

8.5 Upon termination or expiration of this Agreement, or upon the disclosing Party's written
request, the receiving Party shall promptly return or destroy all copies of the disclosing
Party's Confidential Information.
8.6 Both Parties agree that any violation or threatened violation of this Section may cause
irreparable injury to the other Party, entitling the other Party to seek injunctive relief in
addition to all legal remedies.

9. GENERAL PROVISIONS:

9.1 This Agreement constitutes the entire agreement between the Parties and supersedes any
prior understandings, agreements, or representations, written or oral, concerning the subject
matter of this Agreement.

9.2 This Agreement may be amended only by written agreement of the Parties.

9.3 Severability and Reformation Clause:

In the event any provision of this Service Agreement is deemed unenforceable or invalid
under applicable law, such provision will only be ineffective to the extent of such
unenforceability or invalidity, without affecting the remainder of this Agreement. The Parties
agree to negotiate in good faith to amend such provision(s) with a legally permissible
substitute that closely reflects the original intent of the Parties. If an agreement on such
amendment(s) cannot be reached within a reasonable time, or if the invalid provision(s)
significantly impair the value of this Agreement to either Party, then either Party may seek a
court of competent jurisdiction in __________ (insert location of the court) to reform such
provision(s) to render them enforceable while maintaining the original intent of the Parties to
the fullest extent permitted by law.

9.4 Both Parties agree that this Agreement may be executed by electronic signature, and that
such electronic signatures shall be treated as original signatures for all purposes under this
Agreement, to the extent permitted by applicable law.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.]

Party A
[Company Name]
[Clients Name]

Signature:………………………….. Date:…………………………..

Party B
[Company Name]
[Clients Name]

Signature:………………………….. Date:…………………………..
Exhibit A: Marketing Costs and Procedures:

Costs:

Set-Up Fee:
- Account creation and optimization on various social media platforms.
- Initial research and strategy development.
Management Fee:
- Monthly fee for managing and optimizing social media campaigns.
Advertising Budget:
- Costs associated with running paid advertising campaigns on platforms like
Facebook, Instagram, LinkedIn, Twitter, etc.
- Fees for partnering with influencers to promote the brand or product.
Content Creation:
- Costs for creating posts, graphics, videos, etc.
- May include photography, videography, and editing costs.
Analytics and Reporting:
- Tools and software used for tracking and analyzing campaign performance.
Training and Consulting:
- Fees for social media training or consulting services.
Software and Tools:
- Subscription costs for social media management, analytics, and reporting
tools.

Additional Cost:

- Hotels
- Flights

Procedures:

Client Onboarding:
- Understanding the client's goals, target audience, and brand guidelines.
- Setting up or optimizing social media profiles.
Strategy Development:
- Creating a comprehensive social media strategy.
- Identifying target audience, key messaging, and content themes.
Content Creation:
- Developing a content calendar.
- Creating and scheduling posts, graphics, and videos.
Community Management:
- Engaging with the audience by responding to comments and messages.
- Moderating comments to maintain a positive community environment.
Advertising Campaigns:
- Setting up, managing, and optimizing paid advertising campaigns.
- A/B testing to determine the most effective ads.
Analytics and Reporting:
- Monitoring and analyzing performance metrics.
 - Providing regular reports to the client on campaign performance and
suggesting adjustments for improvement.
Optimization:
- Continuously optimizing campaigns based on performance data.
- Testing new strategies to improve results.
Training and Consulting (if applicable):
- Providing training and consulting to the client on best practices for social
media marketing.

Exhibit B: Intellectual Property

It is hereby agreed that all intellectual property associated with the course, whether pre-
existing or developed during the term of this agreement, is co-owned by the Client and the
IPGA unless the buy-out option as stipulated in the agreement is exercised, even in the case
where the Client creates new material or new versions of the course.

Ownership:
- All intellectual property rights in the original content created by the Client and
IPGA for the course, including but not limited to text, graphics, logos, and
multimedia items, will remain property of the Client and IPGA.
- Any new intellectual property developed collaboratively by the Client and the
IPGA during the Project shall be owned by the Client and IPGA, unless
otherwise agreed in writing.
- Intellectual property rights in any materials, software, or processes proprietary
to the IPGA and used in the Project shall remain the sole property of the
IPGA.
Licensing:
- The IPGA grants the Client the ability to modify and distribute any jointly
developed intellectual property in connection with the course, as long as the
IPGA is informed of all distribution and sales, as it falls under the same profit-
sharing agreement as stated in section 3 “PAYMENT TERMS”.
- Any licensing of third-party content or software necessary for the Project shall
be the responsibility of the Client, unless otherwise agreed in writing.
Protection:
- Both Parties agree to take reasonable steps to protect the intellectual property
rights of the other Party and of third parties, and to promptly notify the other
Party of any known infringements or misappropriations.
Warranties:
- The IPGA warrants that, to the best of its knowledge, the services provided
under this Agreement will not infringe or violate the intellectual property
rights or any other rights of any third party.
Indemnification:
- The IPGA agrees to indemnify the Client against any claims or damages
arising from a breach of the warranties set forth in this Exhibit, provided the
Client promptly notifies the IPGA of such claims.