DATE

[Date]

PARTIES

1. Think Insurtech SAS - Simplified Joint stock company with a capital of €860 566,60 - RCS Nanterre 910 907 005 - TVA FR70910907005 having its registered office at 3 Rue Joseph Riviere - 92400 Courbevoie - France (the "Provider").

and

2. [[INDIVIDUAL NAME] of [address]] OR [[COMPANY NAME], a company incorporated in [England and Wales] (registration number [registration number]) having its registered office at [address]] OR [[PARTNERSHIP NAME], a partnership established under the laws of [England and Wales] having its principal place of business at [address]] (the "Partner").

AGREEMENT

1. Definitions

1.1 In this Agreement, except to the extent expressly provided otherwise:

"Agreement" means this agreement, and any amendments to this agreement from time to time;

"Base Amount" means the total amount of license revenue (excluding VAT) paid by a Referred customer to the Provider during the period of 12 months following the date of the relevant Referral, excluding any amounts refunded to the Referred customer;

"Business Day" means any weekday other than a bank or public holiday in France;

"Business Hours" means the hours of 09:00 to 17:00 CET on a Business Day;

"Commission" means an amount equal to 20% of the Base Amount plus VAT at the applicable rate;

"Confidential Information" means the Provider Confidential Information and the Partner Confidential Information;

"Effective Date" means the date of execution of this Agreement;

"Minimum Term" means, in respect of this Agreement, the period of 12 months beginning on the Effective Date;

"Partner Confidential Information" means:

(a) any information disclosed by or on behalf of the Partner to the Provider at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Provider (acting reasonably) to be confidential; and

(b) the terms of this Agreement;

"Partner Indemnity Event" has the meaning given to it in Clause 13.3;

"Provider Confidential Information" means:

(a) any information disclosed by or on behalf of the Provider to the Partner at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Partner (acting reasonably) to be confidential; and

(b) the terms of this Agreement;

"Provider Indemnity Event" has the meaning given to it in Clause 13.1;

"Provider Services" means any services that may be provided by the Provider to its customers from time to time;

"Provider Trade Marks" means the following registered and unregistered trade mark of the Provider: Think Insurtech domain name www.thinkinsurtech.com & www.thinkinsurtech.fr registered at Infomaniak, brand and logo

"Referral" means a referral by the Partner to the Provider of a prospective customer for the Provider Services made in accordance with Clause 3.3, and "Referred" shall be construed accordingly;

"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; and

"Territory" means Worldwide 

2. Term

2.1 This Agreement shall come into force upon the Effective Date.

2.2 This Agreement shall continue in force indefinitely, at the beginning of which this Agreement shall terminate automatically, subject to termination in accordance with Clause 15 or any other provision of this Agreement.

3. Referrals

3.1 The Provider hereby appoints the Partner as its referral partner in respect of customers for the Provider Services in the Territory during the Term.

3.2 The Partner shall use reasonable endeavours to market the Provider Services[ in the Territory to any third party.

3.3 The Provider shall maintain a Referral tracking system, and subject to Clause 3.4 a prospective customer of the Provider shall be attributed to the Partner in the Referral tracking system if the Partner requests registration of the prospective customer and the Provider expressly agrees to that request. If this happens, the prospective customer will be attributed to the Partner for a period of 3 months following the date of registration in the Referral tracking system. If and only if the prospective customer becomes a customer of the Provider whilst it is attributed to the Partner by the Referral tracking system, then that customer shall be a Referred customer for the purposes of this Agreement.

3.4 The Provider reserves the right to accept, qualify or reject requests by the Partner to register prospective customers in its sole discretion; and, without limiting this right, the Partner acknowledges that a request to register a prospective customer that is already registered by the Referral tracking system to the Provider or a third party will be rejected.

3.5 The Partner must comply with all applicable laws and regulations in relating to the marketing of the Provider Services and the making of Referrals.

4. No exclusivity

4.1 Nothing in this Agreement shall grant any exclusivity to the Partner in relation to referrals to the Provider.

5. Licence of Provider Trade Marks

5.1 The Provider grants to the Partner a non-exclusive licence to use the Provider Trade Mark in the Territory during the Term for the purposes (and only for the purposes) of promoting sales, providing that the Provider has given its prior written consent in relation to the type of use in question[ or the Provider has not objected to the type of use within the period of 10 Business Days following receipt of a written notice from the Partner detailing the type of use in question.

5.2 The Partner must not sub-license the rights granted in Clause 5.1 without the prior written consent of the Provider. Any sub-licence of the Provider Trade Marks shall automatically terminate upon the termination of this Agreement.

5.3 The Partner must ensure that all uses of the Provider Trade Marks will be in accordance with any style guide provided or made available by the Provider to the Partner.

5.4 The Partner shall ensure that all instances of the use of the Provider Trade Marks will be of a reasonable professional standard.

5.5 The Partner shall ensure that:

(a) the (R) symbol will always be used in conjunction with the registered Provider Trade Marks; and

(b) the TM symbol will always be used in conjunction with the unregistered Provider Trade Marks.

5.6 Notwithstanding any other provision of this Agreement, the Partner must not use the Provider Trademark in any way that will or may:

(a) invalidate or lead to the revocation of or otherwise jeopardise any registered trademark protection benefiting the Provider Trade Marks;

(b) assist with any application to cancel or invalidate any registered Provider Trade Mark or any opposition to any application by the Provider to register any Provider Trademark;

(c) cause harm to the goodwill attaching to any of the Provider Trade Marks;

(d) prejudice the right or title of the Provider to the Provider Trade Marks; or

(e) bring the Provider or any Provider Trademark into disrepute.

5.7 Save as expressly permitted by this Agreement or with the Provider's written authorisation, the Partner must not, during the Term and in the Territory, use, register or apply to register any trademark, service mark, logo, sign, business name, company name or domain name that is identical or confusingly similar to any Provider Trademark.

5.8 All goodwill arising as a result of, or in relation to, the use of the Provider Trade Marks will accrue exclusively to the Provider.

5.9 Following receipt of a written request from the Provider to do so, the Partner shall promptly execute any document that is reasonably required to enable the Provider to register, record or protect its rights in the Provider Trade Marks, and shall provide reasonable assistance to the Provider in relation to any application to register a Provider Trade Mark, or in relation to the maintenance of any Provider Trade Mark registration.

5.10 Notwithstanding the restrictions in this Agreement on the use of the Provider Trade Marks outside the Territory, the Partner may use the Provider Trade Marks as part of the Partner's website addresses and email addresses, providing that such use does not breach any other restriction in this Agreement.

5.11 If the Provider considers that a use of the Provider Trade Marks by the Partner breaches the provisions of this Clause 5 or is otherwise undesirable, the Provider may issue a notice to the Partner requesting that such usage cease, and the Partner must ensure that such usage will cease within 5 Business Days following receipt of such a notice.

5.12 The Partner shall promptly comply with all reasonable written requests made by the Provider concerning the use of the Provider Trade Marks.

5.13 In respect of each public use of the Provider Trade Marks, the Partner must identify the Provider as the owner of the Provider Trade Marks using a form of acknowledgement to be agreed by the parties acting reasonably.

5.14 The Provider shall not during the Term, without the prior written consent of the Partner, assign or transfer any Provider Trade Marks or any rights in any Provider Trade Marks to any third party.

5.15 The Partner will not by virtue of this Agreement obtain or claim any right, title or interest in or to the Provider Trade Marks except as expressly set out in this Agreement.

5.16 Within 10 Business Days following the termination of this Agreement, the Partner must cease to use the Provider Trade Marks and must:

(a) remove or permanently obscure Provider Trade Marks that appear on any works and materials in the possession or control of the Partner; and

(b) to the extent that neither removal nor permanent obscuring is practicable, deliver to the Provider or destroy (as the Provider shall determine) all those works and materials in the possession or control of the Partner on which the Provider Trade Marks appear.

6. Partner obligations

6.1 The Partner must not:

(a) represent to any person that it is an agent, sole distributor or exclusive distributor of the Provider;

(b) pledge or purport to pledge the Provider's credit;

(c) commit or purport to commit the Provider to any contracts; or

(d) otherwise incur any liability or potential liability on behalf of the Provider.

 

6.2 The Partner undertakes that it will not, during the Term and without the prior written consent of the Provider, take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the Provider.

7. Commission

7.1 In respect of each Referral, the Provider shall pay the Commission to the Partner in accordance with this Clause 7.

7.2 Within the period of 10 Business Days following the end of each calendar month, the Provider shall notify the Partner of the payments received from Referred customers and the amount of Commission due in respect of payments received by the Provider during that calendar month, taking into account any refunds paid by the Provider during that calendar month.

7.3 The Partner may issue an invoice to the Provider at any time within the period of 60 Business Days following the issue of a notice by the Provider under Clause 7.2.

7.4 The Provider must pay the Commission to the Partner within the period of 30 days following the receipt of an invoice issued in accordance with this Clause 7.

7.5 Following the termination of this Agreement, the Partner shall continue to be entitled to Commission in respect of Referrals made before termination, unless this Agreement is terminated by the Provider under Clause 15.2 or Clause 15.3, in which case the Partner shall not be entitled to any Commission following termination.

8. Interest

8.1 If the Provider does not pay any amount properly due to the Partner under this Agreement, the Partner may:

(a) charge the Provider interest on the overdue amount at the rate of 8% per annum above the Bank of Franc base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

(b) claim interest and statutory compensation from the Provider pursuant to the Late Payment of Commercial Debts (Interest).

9. Audit

9.1 If a dispute arises between the Provider and the Partner over any amount due to be paid by the Provider to the Partner under this Agreement, the Partner or the Partner's authorised representative shall have the right, upon reasonable written notice to the Provider, during normal business hours and at the Provider's place of business, to examine the paper and electronic records of the Provider relating to the calculation of the disputed amount.

9.2 Any examination under this Clause 9 shall be at the cost of the Partner unless the examination demonstrates that the Partner has been underpaid (whether in respect of the disputed amount or otherwise), in which case the Provider shall pay to the Partner the reasonable costs of the examination.

9.3 Not more than 1 examination under this Clause 9 may be conducted in any 12 month period.

10. Confidentiality obligations

10.1 The Provider must:

(a) keep the Partner Confidential Information strictly confidential;

(b) not disclose the Partner Confidential Information to any person without the Partner's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in this Agreement;

(c) use the same degree of care to protect the confidentiality of the Partner Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Partner Confidential Information; and

(e) not use any of the Partner Confidential Information for any purpose other than outlined in this agreement. 

10.2 The Partner must:

(a) keep the Provider Confidential Information strictly confidential;

(b) not disclose the Provider Confidential Information to any person without the Provider's prior written consent[, and then only under conditions of confidentiality no less onerous than those contained in this Agreement;

(c) use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Partner uses to protect the Partner's own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Provider Confidential Information; and

(e) [not use any of the Provider Confidential Information for any purpose other than outlined in this agreement.

10.3 Notwithstanding Clauses 10.1 and 10.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

10.4 No obligations are imposed by this Clause 10 with respect to a party's Confidential Information if that Confidential Information:

(a) is known to the other party before disclosure under this Agreement and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the other party; or

(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality].

10.5 The restrictions in this Clause 10 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

10.6 Upon the termination of this Agreement, each party must immediately cease to use the other party's Confidential Information.

10.7 Within 5 Business Days following the date of termination of this Agreement, the relevant party must destroy or return to the other party (at the other party's option) all media containing the other party's Confidential Information, and must irrevocably delete the other party's Confidential Information from its computer systems.

10.8 The provisions of this Clause 10 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.

11. Publicity

11.1 The Partner must not make any public disclosures relating to this Agreement or the subject matter of this Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the Provider, such consent not to be unreasonably withheld or delayed, and providing that the Partner may make the following public disclosures without the consent of the Provider: Client Referrals.

11.2 Nothing in this Clause 11 shall be construed as limiting the obligations of the parties under Clause 10.

12. Warranties

12.1 The Provider warrants to the Partner that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

12.2 The Partner warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

12.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

13. Indemnities

13.1 The Provider shall indemnify and shall keep indemnified the Partner against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Partner and arising directly or indirectly as a result of any breach by the Provider of this Agreement (a "Provider Indemnity Event").

13.2 The Partner must:

(a) upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider;

(b) provide to the Provider all such assistance as may be reasonably requested by the Provider in relation to the Provider Indemnity Event;

(c) allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and

(d) not admit liability to any third party in connection with the Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of the Provider,

and the Provider's obligation to indemnify the Partner under Clause 13.1 shall not apply unless the Partner complies with the requirements of this Clause 13.2.

13.3 The Partner shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Partner of this Agreement (a "Partner Indemnity Event").

13.4 The Provider must:

(a) upon becoming aware of an actual or potential Partner Indemnity Event, notify the Partner;

(b) provide to the Partner all such assistance as may be reasonably requested by the Partner in relation to the Partner Indemnity Event;

(c) allow the Partner the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Partner Indemnity Event; and

(d) not admit liability to any third party in connection with the Partner Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Partner Indemnity Event without the prior written consent of the Partner,

and the Partner's obligation to indemnify the Provider under Clause 13.3 shall not apply unless the Provider complies with the requirements of this Clause 13.4.

13.5 The indemnity protection set out in this Clause 13 shall be subject to the limitations and exclusions of liability set out in this Agreement.

14. Limitations and exclusions of liability

14.1 Nothing in this Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

14.2 The limitations and exclusions of liability set out in this Clause 14 and elsewhere in this Agreement: 

(a) are subject to Clause 14.1; and

(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

14.3 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

14.4 Neither party shall be liable to the other party in respect of any loss of revenue or income.

14.5 Neither party shall be liable to the other party in respect of any loss of use or production.

14.6 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

14.7 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.

14.8 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

15. Termination

15.1 Either party may terminate this Agreement by giving to the other party not less than 30 days' written notice of termination, expiring at the end of any calendar month.

15.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of this Agreement, and the breach is not remediable;

(b) the other party commits a material breach of this Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches this Agreement (irrespective of whether such breaches collectively constitute a material breach).

15.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or

(d) if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.

16. Effects of termination

16.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 5.16, 6.1, 7.2, 7.3, 7.4, 7.5, 8, 9, 10, 11, 13, 14, 16, 17, 19, 20 and 21.

16.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

17. Non-solicitation of personnel

17.1 The Partner must not, without the prior written consent of the Provider, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Provider who has been involved in any way in the negotiation or performance of this Agreement.

17.2 The Provider must not, without the prior written consent of the Partner, either during the Term or within the period of 6 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Partner who has been involved in any way in the negotiation or performance of this Agreement.

18. Notices

18.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 18.2): 

(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,

 

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

18.2 The parties' contact details for notices under this Clause 18 are as follows:

(a) in the case of notices sent by the Partner to the Provider, THINK INSURTECH SAS Tel: +33 1 76 21 10 65/66/67/68/69 - Email: support@thinkinsurtech.com -  3 rue Joseph Riviere – 92400 Courbevoie 

[contact details]; and

(b) in the case of notices sent by the Provider to the Partner, [contact details].

18.3 The addressee and contact details set out in Clause 18.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 18.

19. No partnership

19.1 Notwithstanding the use of the term "Partner" in this Agreement, nothing in this Agreement shall constitute, or should be taken to imply, a legal partnership between the parties.

20. General

20.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

20.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

20.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

20.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

20.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

20.6 Subject to Clause 14.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

20.7 This Agreement shall be governed by and construed in accordance with French Law.

20.8 The courts of France shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

21. Interpretation

21.1 In this Agreement, a reference to a statute or statutory provision includes a reference to: 

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

21.2 The Clause headings do not affect the interpretation of this Agreement.

21.3 References in this Agreement to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

21.4 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

EXECUTION

The parties have indicated their acceptance of this Agreement by executing it below.
SIGNED BY THINK INSURTECH SAS, Olivier LE FAOUDER on [...............], the Provider OR
on [...............], duly authorised for and on behalf of the Provider:

........................................

SIGNED BY [[individual name] on [...............], the Partner] OR [[individual name] on
[...............], duly authorised for and on behalf of the Partner]:
........................................