Channel Partner Agreement

This Channel Partner Agreement (“Agreement”) is made effective as of the [Effective Date], by and between OmnifiCX, Inc., a Delaware corporation with its principal office at 16192 Coastal Highway, Lewes, Delaware 19958, USA (“OmnifiCX”, “Company”, “we”, “our”) and [Partner Name], a [state or country] corporation with its principal office at [Partner Address] (“Partner”).

OmnifiCX and Partner may be referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose And Definitions

Purpose
OmnifiCX develops, owns, and licenses software products and services. Partner desires to market, resell, distribute, support, and promote such products and services to customers within a defined territory under the terms of this Agreement.

Definitions
• Customer Order
• Channel Discount
• Support Services
• Documentation
• Intellectual Property Rights
• Confidential Information
• Agent Model
• Reseller Model
• Subscription Revenue

All terms have the meanings set forth in this Agreement.

2. Appointment, Territory, And Non-Exclusivity

OmnifiCX appoints Partner as a non-exclusive channel partner to market and resell Products.

The authorized Territory and market verticals are defined in Exhibit A.

This Agreement is non-exclusive and does not restrict OmnifiCX from direct sales or appointing other partners.

3. Rights And Restrictions

Rights Granted
Partner may market and promote Products, use OmnifiCX branding in accordance with guidelines, and provide first-level support if authorized.

Restrictions
Partner shall not reverse engineer Products, violate laws, rebrand Products, offer unauthorized discounts, or imply OmnifiCX endorsement without approval.

All Customers must accept OmnifiCX’s standard EULA, Privacy Policy, and related terms.

4. Partner’s Obligations

Partner shall:

• Market and promote Products using trained personnel
• Maintain required certifications
• Provide reports, forecasts, and pipeline updates
• Comply with export control, privacy, anti-corruption, and labor laws
• Maintain required insurance coverage
• Ensure Customer compliance with OmnifiCX legal terms

Additional obligations apply based on Partner tier and billing model as defined in Exhibit B.

5. OmnifiCX’s Obligations

OmnifiCX shall:

• Provide access to Products and Documentation
• Offer training and enablement resources
• Provide updates, maintenance, and patches
• Respond to Partner escalations within defined timeframes

Product roadmaps are indicative and non-binding.

6. Fees, Discounts, Commissions And Payment

Pricing, discounts, commissions, and margins are defined in Exhibit B.

Partner shall comply with ordering, invoicing, payment, deal registration, and quota requirements.

An annual partner program fee applies as specified in Exhibit B.

7. Intellectual Property Rights

All Intellectual Property Rights remain with OmnifiCX.

Partner receives a limited, revocable license to use OmnifiCX branding solely for promotion.

All Partner feedback becomes OmnifiCX property.

8. Confidentiality

Each Party shall protect Confidential Information and use it only for purposes permitted under this Agreement.

Confidentiality obligations survive termination.

9. Data Security And Processing

Partner shall comply with the OmnifiCX Data Processing Addendum.

Appropriate technical and organizational safeguards must be maintained.

Security incidents must be reported within forty-eight (48) hours.

10. Non-Solicitation And Non-Circumvention

Partner shall not solicit OmnifiCX personnel or circumvent OmnifiCX customer relationships during the term and for twelve (12) months after termination.

11. Independent Contractors

The Parties are independent contractors. No partnership, agency, or employment relationship is created.

12. Export Control And Legal Compliance

Partner shall comply with all applicable export control laws and sanctions.

Partner represents it is not located in or associated with restricted jurisdictions or parties.

13. Term, Renewal, Suspension, Termination And Survival

The Agreement has an initial one (1) year term and renews annually unless terminated.

OmnifiCX may suspend or terminate for breach, non-payment, legal risk, or change of control.

Certain obligations survive termination as specified herein.

14. Survival

Sections relating to Intellectual Property, Confidentiality, Data Security, Fees, Indemnification, Limitation of Liability, and Governing Law survive termination.

15. Warranties, Indemnification, And Limitation Of Liability

Each Party provides customary warranties.

Partner shall indemnify OmnifiCX for breaches, misuse, or legal violations.

OmnifiCX’s liability is capped as specified in this Agreement, except where prohibited by law.

16. Governing Law, Dispute Resolution, And General Provisions

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

Disputes shall be resolved in Delaware courts after good-faith negotiation.

Assignment, force majeure, severability, and entire agreement provisions apply.

17. Exhibits

• Exhibit A – Territory & Market Verticals; Partner Rights & Responsibilities
• Exhibit B – Pricing, Billing Models, Commission / Margin Structure, Performance Requirements & Partner Fees

Notice Address. All notices should be sent to the below-mentioned addresses of the parties.

Company Address for Notices

Attention:
Address 1:
Address 2:
City:
State:
Country:
Zip code:
Fax number:
Email:

OmnifiCX’s address for Notices

16192, Coastal Highway,
Lewes, Delaware 19958

Attention: Rahul Gedupudi
Email: contracts@OmnifiCX.com

Signature Page Follows

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Client: ____________

By:

OmnifiCX, Inc.

By:

Name: ____________________
Name: ___________________

Title: ____________________
Title: ____________________

Date: ____________________
Date: ____________________

Exhibit A - Territory & Market Verticals; Partner Rights & Responsibilities

This Exhibit A forms an integral part of the Channel Partner Agreement ("Agreement") between OmnifiCX, Inc. and [Partner Name], effective as of [Effective Date].

1. Authorized Territory

The Partner is authorized to market, resell, distribute, and support OmnifiCX Products in the following territory:

Primary Territory: [Insert country or region, e.g., "United States"]

Extended Territory (if applicable): [e.g., "Canada, Australia, etc."]

Exclusions: [List any excluded countries or regions]

OmnifiCX reserves the right to modify the territory upon mutual written agreement with Partner.

2. Partner Rights

Subject to compliance with the Agreement, Partner is granted the following rights:

To market, promote, and resell OmnifiCX Products in the Territory and approved verticals;

To use OmnifiCX’s logos, trademarks, and marketing collateral, subject to brand usage guidelines;

To access sales enablement tools, demo environments, and technical documentation;

To provide first-level technical support (where Partner is certified and authorized);

To participate in lead registration programs (if applicable).

3. Partner Responsibilities

Partner agrees to:

Maintain at least one (1) certified sales or technical representatives;

Complete OmnifiCX training and certification within 90 days of onboarding;

Submit quarterly sales forecasts and performance reports;

Promptly escalate unresolved support or warranty issues to OmnifiCX per the support policy;

Participate in at least one (1) joint marketing activity per year (e.g., webinar, event);

Ensure Customers accept OmnifiCX’s EULA, Privacy Policy, and related legal terms prior to access or use of Products.

4. Non-Exclusivity Acknowledgement

Partner acknowledges that its appointment is non-exclusive and OmnifiCX retains the right to appoint other partners, agents, or make direct sales within the Territory or verticals.

OmnifiCX’s Initials:
OmnifiCX’s Initials:
Client’s Initials:
Client’s Initials:

Exhibit B - Pricing, Billing Models, Commission / Margin Structure, Performance Requirements & Partner Fees

This Exhibit B forms an integral part of the Channel Partner Agreement (“Agreement”) between OmnifiCX, Inc. and [Partner Name], effective as of [Effective Date]. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

1. Billing Models

Unless expressly approved otherwise in writing by OmnifiCX, Partner shall operate under the Agent Model by default. The applicable billing model governs invoicing responsibility, revenue treatment, commission or margin eligibility, and tier qualification.

Agent Model (Default)

Under the Agent Model:

OmnifiCX shall contract directly with, invoice, and collect payment from Customers for Products;

Partner’s role shall be limited to lead identification, opportunity qualification, and sales support;

Partner shall not invoice Customers for Products or represent itself as the seller or licensor of OmnifiCX Products; and

Partner shall be entitled to receive commission in accordance with Section 2.

Reseller Model

Under the Reseller Model, subject to OmnifiCX’s prior written approval:

Partner shall contract directly with and invoice Customers for Products;

OmnifiCX shall invoice Partner based on the applicable reseller margin corresponding to Partner’s revenue tier;

Partner shall be solely responsible for Customer billing, collections, credit risk, and payment disputes; and

Authorization to operate under the Reseller Model is conditional and may be revoked by OmnifiCX upon Partner’s failure to comply with this Agreement.

2. Agent Model Commission

Commission Rate. Partner operating under the Agent Model shall be entitled to a commission of fifteen percent (15%) of Subscription Revenue.

Calculation Trigger. Commission shall be calculated and payable only on Subscription Revenue actually received by OmnifiCX from the Customer. Invoiced amounts that remain unpaid, partially paid, or in dispute shall not generate commission until collected.

Adjustments. If OmnifiCX subsequently issues refunds, credits, or chargebacks against previously received Subscription Revenue, the corresponding commission shall be reversed and deducted from future payments or invoiced to Partner.

Payment Timing. Commissions shall be calculated monthly and paid within thirty (30) days following the end of each calendar month in which OmnifiCX received the underlying Subscription Revenue. OmnifiCX shall provide Partner with a monthly statement detailing Customer name, transaction reference, Subscription Revenue received, and commission calculated.

Disputes. Partner shall notify OmnifiCX in writing of any commission dispute within sixty (60) days of the relevant statement date. Disputes not raised within such period shall be deemed waived.

Agent Model commissions:

are not tier-based;

do not count toward Reseller Model revenue tier calculations; and

are payable only for properly registered and approved transactions and subject to Partner’s ongoing compliance with the Agreement.

3. Reseller Model Margin Structure

Margin Calculation. Under the Reseller Model, OmnifiCX shall invoice Partner at the Reseller Cost, calculated as: Reseller Cost = Subscription Revenue × (1 − Applicable Margin Percentage)

Calculation Trigger. Reseller Cost is determined based on Subscription Revenue invoiced to the Customer by Partner. Partner bears full responsibility for Customer collection, credit risk, and payment disputes.

Tier Schedule. The following margin percentages apply based on Partner's trailing twelve (12) month Subscription Revenue invoiced under the Reseller Model:

Tier
Annual Revenue (Trailing 12 Months)
Year 1 Margin
Year 2 Margin
Year 3+ Margin

Registered
< USD $50,000
15%
8%
8%

Silver
USD $50,000 – $150,000
20%
12%
10%

Gold
USD $150,000 – $350,000
25%
15%
12%

Platinum
USD $350,000+
30%
20%
15%

Year Determination. "Year 1," "Year 2," and "Year 3+" refer to each Customer's subscription year from their initial order date, not Partner's program tenure.

Payment Obligation. Partner shall pay OmnifiCX the Reseller Cost within thirty (30) days of OmnifiCX's invoice, regardless of whether Partner has collected payment from Customer.

Refund Adjustments. If Partner issues a refund or credit to Customer:

Partner shall notify OmnifiCX within five (5) business days;

OmnifiCX shall issue a corresponding credit to Partner for the proportional Reseller Cost; and

Refunded amounts shall be deducted from Partner's TTM Subscription Revenue for tier calculation purposes.

4. Tier Calculation Rules

Calculation Basis. Partner's tier shall be determined based on trailing twelve (12) month Subscription Revenue invoiced to Customers under the Reseller Model, reviewed quarterly. Agent Model commissions do not count toward Reseller tier qualification;

Tier upgrades or downgrades shall apply prospectively to new transactions commencing in the following quarter;

Partner tier shall not reset annually and shall carry forward on a rolling basis;

If Partner revenue falls below the applicable threshold for two (2) consecutive quarters, Partner shall be downgraded to the corresponding tier; and

Renewal margins shall be locked at the tier rate in effect at the time the original Customer agreement was executed, regardless of subsequent tier changes.

5. Minimum Performance Requirements

To maintain eligibility for the applicable revenue tier, Partner shall meet the following minimum Subscription Revenue thresholds and certification requirements:

Tier
Minimum TTM Subscription Revenue
Certified Staff

Registered
—
1

Silver
USD $50,000
1

Gold
USD $150,000
2

Platinum
USD $350,000
3

Failure to meet the applicable requirements may result in tier downgrade, reclassification, or revocation of Reseller Model privileges.

6. Deal Registration and Pricing Protection

Partner shall register qualified opportunities through OmnifiCX’s Partner Portal;

Approved registrations grant Partner exclusive rights to pursue the opportunity for ninety (90) days;

Pricing shall be honored at the rates in effect at the time of registration;

Registrations expire after ninety (90) days and may be re-registered at then-current pricing; and

In the event of conflicting registrations, priority shall be determined by earliest valid registration, depth of Customer engagement, and OmnifiCX’s sole discretion.

7. Annual Partner Program Fee

Partner shall pay an annual partner program fee of USD $2,500, due upon execution of the Agreement and on each anniversary thereafter;

If Partner achieves USD $50,000 or more in Subscription revenue during the applicable twelve (12) month period, the fee shall be credited against the following year’s fee; and

The annual partner program fee is non-refundable, including upon termination or expiration of the Agreement.

8. Taxes

All commissions, margins, and fees are exclusive of applicable taxes, duties, VAT, or similar governmental charges. Partner shall be responsible for all such taxes except those based on OmnifiCX’s net income.

9. No Double Compensation

Under no circumstances shall a single Customer transaction generate both a commission and a reseller margin.

10. Renewal Transactions

Partner shall be entitled to commission or margin on Customer renewals for accounts originally acquired by Partner, provided Partner remains in good standing and maintains active engagement with the Customer.

"Active engagement" means documented contact with the Customer at least once per calendar quarter.

If Partner fails to demonstrate active engagement during the sixty (60) days prior to a Customer's renewal date, OmnifiCX may reassign the account, after which Partner's entitlement to future renewal compensation shall cease.

Renewal rates shall be governed by the tier in effect at the time of the original Customer agreement per Section 4(e).

11. Expansion Revenue

Partner shall be entitled to commission or margin on expansion revenue (additional seats, modules, or upgrades) from Customers originally acquired by Partner for twelve (12) months following the initial order date.

After twelve (12) months, expansion opportunities shall be subject to deal registration. If Partner registers and is approved, Partner shall receive compensation at then-current rates.

Expansion revenue generated by OmnifiCX without Partner involvement after the twelve (12) month period shall not generate Partner compensation unless a valid deal registration exists.