Collaborator Program

1. Appointment

Company appoints Collaborator as an independent, non-exclusive representative to promote, demonstrate, and onboard clients for the software applications listed in Schedule A (each, an "Application"), on the terms below. This appointment is non-exclusive: Company may engage other collaborators, and Collaborator may represent more than one Application, at the same time.

2. Collaborator's Responsibilities

For each client Collaborator introduces, Collaborator agrees to:

1. Identify and approach prospective clients and present the Application accurately, using only pricing and claims Company has authorized;
2. Demonstrate the Application and answer the prospect's questions well enough for them to make an informed decision;
3. Onboard the client — assist with account setup and initial use of the Application;
4. Serve as the client's ongoing primary point of contact for the full duration of the client relationship, escalating technical issues to Company promptly; and
5. Keep Company informed of the client's status and any concerns raised.

3. Commission

Commission is calculated on amounts Company actually collects — not amounts merely invoiced — and is paid monthly, within [15] days of the end of the month in which Company received the corresponding payment. If Collaborator stops performing the responsibilities in Section 2 for a given client (including after notice and a [14]-day opportunity to resume), Company may reassign that client to another collaborator or to Company directly, and Collaborator's commission on that client ends from the date of reassignment, without affecting commission already earned.

4. Independent Contractor Status

Collaborator is an independent contractor, not an employee, partner, or agent of Company, and has no authority to bind Company or to agree to pricing, terms, or promises on Company's behalf beyond what Company has authorized in writing. Collaborator is solely responsible for their own taxes, licenses, and statutory obligations arising from this Agreement.

5. Non-Circumvention

Collaborator will not encourage or assist any client to deal with Company outside the Application, to bypass Company's billing, or to terminate and re-engage in a way designed to avoid commission. Client accounts, client relationships arising under this Agreement, and all Application intellectual property remain Company's exclusive property; this Agreement grants Collaborator no ownership or license beyond the right to market the Applications under this Agreement.

6. Confidentiality

Collaborator will keep confidential any client data, pricing, product roadmap, or other non-public information encountered while performing this Agreement, and will use it only to perform their responsibilities under Section 2.

7. Term and Termination

This Agreement begins on the date signed below and continues until either party ends it with [30] days' written notice. Company may end it immediately for fraud, material misrepresentation to a client, or material breach of this Agreement. Sections 5, 6, 8, and 9 survive termination.

8. Limitation of Liability

Company provides the Applications "as is" and makes no warranty beyond what is stated in each Application's own terms of service. Neither party is liable to the other for indirect or consequential loss arising from this Agreement.

9. Governing Law and Disputes

This Agreement is governed by the laws of [the Republic of Kenya]. The parties will first attempt to resolve any dispute by good-faith negotiation before pursuing any other remedy.

10. General

This Agreement, together with Schedule A (as amended from time to time), is the entire agreement between the parties on this subject and may only be amended in writing signed by both parties. It may be signed electronically and in counterparts, each of which is treated as an original.