Engini Partners Program Agreement

1. DEFINITIONS

1.1. In this Agreement, unless the context otherwise requires or expressly stated otherwise: singular terms include the plural and vice versa; the use of any gender shall be applicable to both genders; the words “include” and “including” will not be construed as terms of limitation; the words “day”, “month” and “year” mean respectively, calendar day, calendar month and calendar year. References to any legislation or regulations include references to any amendments or re-enactments thereof from time to time.

1.2. When used in this Agreement, the capitalized terms below have the following meanings:

“Agreement” means this agreement and all Exhibits attached hereto.

“Business Day” means Sunday through Thursday, except for official public holidays in Israel.

“Confidential Information” means, information in whatever form disclosed, provided by or on behalf of either Party or any of its affiliates (“Disclosing Party“) to the other Party or any of its affiliates (“Receiving Party“), or to which the Receiving Party otherwise gains access, in the course of or incidental to the performance of this Agreement, to the extent not excluded by the provisions of Section ‎‎14 below.

“Documentation” means the documentation, which is provided by Engini with the Software, which may include, without limitation, user guides, installation instructions and training materials, but excluding source code.

“Intellectual Property” means all intellectual, moral, industrial and/or proprietary property and rights now or hereafter recognized under any applicable law or in equity anywhere in the world, whether issued or pending, registered or unregistered, including, but not limited to (a) all forms of patents and utility models; (b) inventions, discoveries, (whether patentable or not); (c) rights associated with works of authorship, including but not limited to copyrights and mask works; (d) trademarks and service marks, trade names, domain name registration; (e) designs (whether or not capable of registration), design rights; (f) database rights; (g) trade secrets and know how; (h) all rights to confidential or proprietary information; and with respect to the intellectual property included in paragraphs (i) to and including (j) above – any rights analogous to those mentioned herein; all derivative works thereof; and any current or future applications, renewals, extensions, provisionals, continuations, continuations-in-part, divisions, re-exams and reissues thereof; the right to apply to any of the above; and all of the tangible embodiments thereof.

“Intellectual Property Rights” means all rights, title, and interest in and to any Intellectual Property.

“Product(s)” means any third party information system or software which is not Engini software or any of its components.

“Software” means Engini software, including additional related or supplementary
software modules as set forth in the Transaction Documents, and the Documentation; all including
any updates, upgrades and/or other modifications thereto;

“Term” means the Initial Term and any Renewed Term, as defined in Section 15.1 below.

“Territory” means Globally.

“Trademarks” means collectively the trademarks, service marks, trade names, service names and other logos of Engini.

2. LICENSE AND USAGE RIGHTS

2.1. Subject to full compliance with the terms of this Agreement, including timely payment of applicable fees, Engini grants the Partner a revocable, limited, non-exclusive, non-transferable license to market, promote, and offer Engini’s products and services to prospective clients, solely in accordance with the roles, territories, and scope defined by Engini.

2.2. This license allows the Partner to use Engini’s platform for demonstration, and client onboarding purposes, as determined and approved by Engini.

2.3. The Partner is not permitted to represent itself as Engini’s legal agent or to bind Engini in any manner. All representations regarding Engini’s products or services must be consistent with official materials provided by Engini and may not include any unauthorized claims or guarantees.

2.4. The license granted under this Agreement does not include any rights to modify, rebrand, white-label, or otherwise alter Engini’s products or services. The Partner may not sublicense, assign, or transfer its rights under this Agreement without prior written consent from Engini.

3. RESTRICTIONS AND LIMITATIONS

3.1. The Partner shall not sell, distribute, rent, lease, or otherwise make Engini’s products or services available to third parties outside the scope of this Agreement.

3.2. The Partner shall not alter, adapt, or customize any part of Engini’s products, interfaces, brand assets, or marketing materials without prior written approval.

3.3. The Partner is prohibited from making any misleading or inaccurate statements about Engini, its technology, capabilities, or client results. All marketing and sales activities must align with Engini’s brand guidelines and positioning.

3.4. In the event of any unauthorized access, use, or disclosure of Engini’s materials—whether by the Partner, its employees, clients, or any third party—the Partner must notify Engini immediately and cooperate fully to remediate the issue. Engini reserves the right to suspend or revoke the license in such cases.

3.5. Any violation of this section will be deemed a material breach of the Agreement and may result in immediate termination of the partnership, without limiting Engini’s right to pursue further legal remedies.

4. OUR SECURITY AND DATA PRIVACY PRACTICES

4.1 Data Privacy: Engini’s Privacy Policy is located at https://engini.io/privacy-policy/, which is hereby incorporated into and made a part of these Terms of Service by this reference.

4.2 Data Processing Addendum: If you are a paying subscriber to the Service, to the extent that Engini processes any Personal Information (as defined in the DPA) contained in User Content that is subject to the Data Protection Legislation (as defined in the DPA), on your behalf, in the provision of the Service, which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms.

4.3 Standard Contractual Clauses: To the extent that Engini processes any personal data subject to the European Union General Data Protection Regulations (“GDPR”) and you are the data exporter, your agreeing to these Terms of Service shall be treated as signing the Standard Contractual Clauses and their Appendices attached to the DPA for purposes of any transfer of personal data subject to GDPR in connection with the Service.

4.4 Security: We implement and maintain physical, technical and administrative security measures designed to protect the Service and User Content from unauthorized access, destruction, use, modification or disclosure at a level not materially less protective than as described in the Security at Engini page.

4.5 Engini Extended Team: We may leverage our employees, those of our corporate affiliates and our contractors (the “Engini Extended Team”) in exercising our rights and performing our obligations under these Terms of Service. Engini Extended Team does not include any Third Party Services (defined below in Section 6) or their employees or contractors. We will be responsible for the Engini Extended Team’s compliance with our obligations under these Terms of Service.

5. TRADEMARKS

5.1. Partner shall be entitled to use the Trademarks only if expressly permitted to do so in advance and in writing by Engini, and solely to identify the Software for the purposes of this Agreement.

5.2. In any event, all permitted uses of the Trademarks shall be deemed to be done under a non-exclusive, non-transferable, and non-sublicensable limited license granted by Engini to Partner to use such Trademarks and Partner shall not acquire any right, title, or interest therein.

5.3. Partner shall not adopt, use or register any names or symbols that are identical, or confusingly similar, to the Trademarks.

5.4. All uses of the Trademarks shall inure to the benefit of Engini. Partner hereby acknowledges that Engini is the sole and exclusive owner of its Trademarks and that the Trademarks are a valuable asset of Engini – the misuse of which will cause Engini great harm. Partner undertakes not to challenge the validity and enforceability of the Trademarks and to refrain from any actions which may undermine the validity and enforceability of the Trademarks.

5.5. Partner shall not, directly or indirectly, at any time and in any jurisdiction, (a) use any of the Trademarks for any other purpose except as expressly permitted by Engini, (b) attempt to misappropriate, circumvent or violate any of Engini’s Intellectual Property, or other interests in the Software, (c) dilute, damage or endanger the distinctiveness of a Trademark of Engini or depreciate the value attached thereto, nor (d) modify, translate, or prepare derivative works based on the Trademarks.

5.6. Partner grants to Engini a non-exclusive, worldwide, royalty-free license, during the Term, to use and publish Partner’s name, Product name(s), trademarks, service marks, trade names, service name and associated logos, whether registered or not, including for the purpose of publishing the cooperation with Partner performed in pursuant to this Agreement. Notwithstanding anything to the contrary, Engini shall be entitled to advertise or publish the terms of its cooperation with Partner pursuant to this Agreement, on its website or elsewhere, without any prior notice, at its sole discretion.

5.7. Partner shall implement the following specific measures to protect Engini’s intellectual property: (a) Maintain an access log of all employees with access to license users (b) Conduct quarterly audits of license and provide reports to Engini about his customers (c) Implement technical measures to prevent unauthorized copying of Engini’s proprietary code (d) Pay liquidated damages of $10,000 per instance of proven IP infringement, in addition to any other remedies available to Engini.

5.8. Brand Usage Requirements (a) Partner shall adhere to Engini’s Brand Guidelines document at all times (b) All marketing materials that include Engini’s name, logo, or trademarks must be submitted for approval at least 7 business days prior to use (c) Partner shall not create derivative logos or modified versions of Engini’s brand assets (d) Partner shall display Engini’s logo according to tier status (Silver, Gold, or Platinum) as specified in Brand Guidelines (e) Partner shall pay liquidated damages of $5,000 per instance of unauthorized brand usage, in addition to other remedies available to Engini.

6. PARTNER’S OBLIGATIONS

6.1 Partner shall have full responsibility and liability for:
(a) The implementation, onboarding, and ongoing client relationship management related to the Products and services offered to End Users, including the configuration and deployment of Engini’s platform according to customer needs.
(b) ensuring that any services it provides, including integrations or customizations, do not cause malfunction, error, or nonconformity in Engini’s Software.
(c) Adhering to applicable security and data protection standards, as required by Engini, and maintaining the confidentiality and integrity of client data during and after onboarding.

(d) For clarity, Partner shall not be responsible for the core functionality, performance, or fitness of the Engini platform itself, which remains solely under Engini’s responsibility.

6.2 Partner agrees and undertakes to:
(a) Obtain explicit consent from its End Users to Engini’s Terms & Conditions in https://engini.io/terms-conditions/ , as updated from time to time.
(b) Obtain all required licenses and pay all applicable royalties related to any third-party components or services it integrates with the Engini platform.
(c) Coordinate with Engini in good faith regarding any product-related issues, bugs, or limitations that may arise during the implementation, with Engini maintaining full responsibility for the core platform (Software).

6.3. Quality Standards

(a) Partner shall follow Engini’s Implementation Playbook for all customer onboardings.

(b) Partner shall achieve a minimum customer satisfaction score of 8/10 for implementations.

(d) Partner shall submit implementation plans to Engini for approval before beginning work with a new customer with a deal ARR above $30,000.

(e) Partner shall participate in quarterly quality reviews with Engini’s Customer Success team.

7. TRAININGS

7.1. Partner shall ensure that, prior to using the Software or providing End Users with the Software or Products, Partner’s employees possess the requisite knowledge and.

7.2. Engini shall offer to provide the Partner with trainings, to be scheduled in advance by mutual agreement between the Parties, and subject to advance payment.

7.3. All Partner training shall be conducted remotely using commonly accepted means, and no additional payment shall be required from Engini for such remote training, other than payment for the training hours.

7.4. For avoidance of doubt, providing such Training shall not impose any liability or responsibility on Engini for Partner’s usage of the Software, with respect to the Products or otherwise

7.5. Professional Services Discount and Usage Terms

7.5.1. The Partner shall be entitled to a 40% discounted Professional Services hours according to the following structure:

(a) Permitted Uses: All discounted hours may only be used for:

– Implementation support and troubleshooting

– Partner staff training and certification

– Technical consultation and architecture planning

– Post-implementation optimization

(b) Service Availability and Request Process:

– Professional Services hours are scheduled subject to Engini team availability

– Engini provides no commitment or guarantee regarding response times

– Services are provided on a first-come, first-served basis

– Engini reserves the right to reschedule sessions with reasonable notice

– The partner needs to provide a clear description of the work to be performed by email

– All purchased consultation hours expire on December 31st of the calendar year in which they were purchased, and no rollover or extension of expired hours is permitted, unless mentioned otherwise on the order form by Engini.

(d) Prohibited Uses: The Partner is strictly prohibited from:

– Reselling Professional Services hours to End Users at any price

– Using discounted hours to fulfill Partner’s contractual implementation obligations

(e) Audit and Compliance:

– Engini maintains the right to audit hour usage

– Misuse results in immediate termination of discount privileges

– Retroactive billing at full rate for improperly used hours

(f) Hour Calculation Method: Professional Services time is calculated as follows:

– 1-30 minutes of service: 0.5 hour

– 31-60 minutes of service: 1 hour

– Time increments beyond 60 minutes are rounded up to the nearest 30-minute interval

(g) Payment Terms

– All Professional Services hours must be purchased under Payment in Advance (PIA)

– No services will be rendered until payment is received in full

– Refunds are not available for unused hours

This structure is subject to availability and at Engini’s discretion.

8. COMMISSION AND PAYMENT TERMS

8.1. Commission Eligibility
Subject to the Partner’s full compliance with the terms of this Agreement, the Company shall pay the Partner a commission (“Partner Fee”) for each Paid Purchase, based on the Partner Ranking System and Purchase amount, provided all applicable conditions are met.

8.2. Partner Ranking System
The Partner Ranking System is determined by the total new revenue the partner generated for Engini in the last calendar year and Performance Requirements in section 8.7.

Partner status shall take effect at the end of the last calendar year. If the partner entered into this agreement during the last quarter of the last calendar year, the partner won’t be eligible for permanent status and will be considered to have started participation at the beginning of the current calendar year.

Commissions are calculated as a percentage.

8.2.1. Affiliate

Eligibility: A Partner who refers a lead to Engini via an authorized tracking mechanism. Only the first Partner to refer a lead will be recognized as the Affiliate, and only if the lead converts to a paying customer.
New Annual Revenue range: Any
Commission Rate: 10%

8.2.2. Silver Partner

Eligibility: The Partner must independently close the deal and complete onboarding and implementation of Engini for the customers.
New Annual Revenue range: $35K – $100K
Commission Rate: 15%

8.2.3. Gold Partner

Eligibility: The partner must independently close the deals, complete the onboarding and implementation of Engini for the customers.
New Annual Revenue range: $100K – $150K
Commission Rate: 25%

8.2.4. Platinum Partner

Eligibility: The partner must independently close the deals, complete the onboarding and implementation of Engini for the customers.
New Annual Revenue range: Above $150K
Commission Rate: 35%

8.2.5. Custom Commission Agreements
Notwithstanding the standard Partner Ranking System outlined above, Engini may, at its sole discretion, offer a Partner a custom commission rate of up to 35% from the outset, regardless of revenue generated by the partner or certification status.
Such terms shall be defined in a separate commercial agreement or addendum, and shall override the tier-based structure for as long as they remain in effect.

8.3. Terms of Payment
Subject to the terms of this Agreement, undisputed Partner Fees will be paid within 45 days after the end of each calendar quarter in which payment from the customer was received by the Company. Payment shall be made in USD or the original transaction currency, via bank transfer or any method chosen by the Company. The commission will be paid quarterly, calculated according to the proportional duration of the purchased period. The maximum commission for any given quarter shall not exceed one fourth of the total annual commission.

Commissions will only be paid against valid, lawful invoices that match the Company’s quarterly reports. If the invoice is inaccurate or disputed, the Company may delay payment until a corrected invoice is submitted. The Partner is solely responsible for providing accurate banking and invoice details. Any delay caused by failure to provide such information shall not be attributed to the Company.

8.4. Fraud Prevention
If the Company reasonably suspects any fraudulent activity related to the Partner’s referrals or claims, it may suspend payments pending investigation. If fraud is confirmed, the Company may withhold or recalculate Partner Fees and may deactivate the Partner’s tracking links and program access without further compensation.

8.5. Taxes and Costs
All Partner Fees are inclusive of any applicable taxes (e.g., VAT, sales tax). The Partner is solely responsible for all taxes, levies, fees, and business costs associated with its participation in this Agreement. If required by law, the Company may deduct taxes at source.

8.6. Offset
If any overpayment is made to the Partner, the Company reserves the right to offset the overpaid amount against future commission payments. Additionally, the Company may offset any outstanding amounts owed by the Partner to the Company under this or any other agreement.

8.7. Performance Requirements

(a) Partners must close a minimum of 3 deals per quarter to maintain their current tier status (b) Failure to meet quarterly targets for two consecutive quarters will result in automatic tier demotion (c) To qualify for Gold tier, partners must have at least 2 certified technical staff and 1 certified sales staff (d) To qualify for Platinum tier, partners must have at least 3 certified technical staff and 2 certified sales staff (e) Engini reserves the right to reclaim 50% of commissions paid for any customer that churns within the first 6 months

8.8. Onboarding License Process

To obtain access to relevant licenses, the Partner must submit an RFQ to Engini via email: partners@engini.io, including:

Client Name
Client Email
Client Phone
Chosen Subscription

Incomplete Orders will be deemed void.
Engini may approve or reject any Order at its sole discretion.

8.9 Leads referred from Engini

Eligibility: To be eligible for a commission on a lead referred by Engini, the partner must:
- Independently close the deal with the customer.
- Complete the onboarding process for the customer.
- Handle the implementation of Engini’s solution for the customer.
Commission Rate: According to the partner’s current rank

8.10 Paying customer referred from Engini

Eligibility: A paying customer initially referred to you by Engini will only be recognized as your client, and eligible for commission, if you successfully upgrade their existing Engini license.

The partner sales commission will begin to accrue from the moment of this license upgrade. Once upgraded, that customer will then be counted towards the partner’s client base and included in his New Annual Revenue calculation.

Commission Rate: According to the partner’s current rank

8.11 Customer Lifetime with the Partner

The partner will be entitled to receive commission for the customer for the entire duration in which the customer remains an active, paying customer.

8.12 Commissions for Partners Not Meeting Silver Status Requirements

Partners who did not meet the Silver Status requirements in the last calendar year will receive commissions for their active customers at the Affiliate commission rate for one year only. If the partner fails to meet the Silver Status requirements again in the current year, their partner license will be revoked and the agreement will be considered immediately terminated.

Partner Tier	Eligibility	Commission %	New Annual Revenue Range
Affiliate	Refers a lead that becomes a paying customer.	10%	Any
Silver Partner	Independently closes the sale, ensures payment, and implements Engini.	15%	$35K – $100K
Gold Partner	Same as Silver + reached Gold tier in New Annual Revenue value.	25%	$100K – $150K
Platinum Partner	Same as Gold + reached Platinum tier in New Annual Revenue value.	35%	Above $150K

Summary table

9. REPRESENTATIONS AND WARRANTIES

9.1. Each Party hereby represents, warrants and covenants that:

(a) It has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement;

(b) It has taken all necessary corporate action on its part required to authorize the execution and delivery of the Agreement and the performance of its obligations hereunder;

(c) This Agreement is a valid and legally binding obligation thereon, enforceable against it in accordance with its terms;

(d) Nothing contained in this Agreement or the performance thereof shall place the relevant Party in breach or default of any obligation or other agreement, law or regulation by which it is bound or to which it is subject, or requires the consent of any person or entity, and;

(e) In performing this Agreement, each Party shall comply with all the applicable provisions of the laws and regulations of the country or countries relevant to each Party’s performance hereunder.

9.2. In addition to and without derogating from the provisions of Section 7.1 above, Partner hereby represents, warrants, and covenants that it holds, and will hold during the Term, all licenses and authorizations that may be necessary under applicable law or agreement or otherwise, for the performance of its obligations hereunder;

9.3. The Software is provided by Engini on an “as-is” basis. Engini makes no warranties of any kind or nature, whether written or oral, statutory, express or implied, including (without limitation) implied warranties of merchantability, fitness for a particular purpose or use, or non-infringement of third-party rights with respect to the the Software.

9.4. Engini expressly disclaims any implied warranty with respect to liability for compliance with laws, regulations, or other official government releases applicable to the Partner or End User, which shall be the sole responsibility of the Partner or End User.

9.5. Engini does not represent or warrant that the operation of the Software will be accurate, uninterrupted, or error-free, or that the Software will operate on computers other than those specified by Engini.

10. NO EXCLUSIVITY

10.1. This Agreement does not in any manner establish an exclusive arrangement between the Parties hereto, nor shall it otherwise restrict Engini in its activities, including the entering into similar and/or competing arrangements with other parties.

10.2. Without derogating from the above, Partner shall, during the Term, promptly advise Engini, in writing, of any potential or actual conflict, with Engini’s interests hereunder.

11. RESERVED RIGHTS

11.1. Partner hereby acknowledges and agrees that all right, title, and interest in and to, Engini’s Intellectual Property, including, but not limited to, the Software, are and shall remain the sole and exclusive property of Engini. Partner is granted no title or ownership rights in or to the Software, or to Engini’s Intellectual Property, nor any license thereto except as expressly provided in this Agreement. All rights not expressly granted to Partner in this Agreement are retained by Engini.

Without derogating from the above, Engini reserves all proprietary rights in and to (i) all designs, engineering details and other data pertaining to the Software (including, but not limited to, the source code thereof), (ii) all original works, computer programs, discoveries, inventions, patents, know-how, and techniques arising out of, and/or (iii) any and all products or services developed as a result of, the Software.

11.2. Partner hereby acknowledges that the Software contain trade secrets of Engini, including, without limitation, the source code version and the specific design of the Software.

11.3. Partner shall promptly notify Engini in writing of any infringement or other violation of Engini’s Intellectual Property Rights to which Partner becomes aware.

11.4. Partner shall be the sole and exclusive owner of all right, title, and interest in and to Products (to the extent that they do not incorporate the Software or any other component received from Engini) and all Intellectual Property related thereto.

12. INDEMNIFICATION

Partner will indemnify and hold harmless Engini, its affiliates, and their respective directors, officers, employees and agents, from and against any loss, damage, cost, expanse (including attorney and legal fees) or liability, resulting from or arising from: (i) Partner’s breach of any of its obligations, undertakings, warranties or representations under this Agreement, Engini’s Terms & Conditions or any applicable law; (ii) any claim of any third party based upon Partner misrepresenting its authority or upon Partner making any representation or commitment of behalf of Engini not expressly authorized by Engini hereunder in writing prior to making the same; (iii) any claim of any third party with respect to the Products, including its usage, maintenance, malfunction and performance; (iv) any claim that the Products, its usage, sale or distribution infringe or violate any intellectual proprietary rights, or other proprietary rights, of any third party. The above shall not derogate from any other rights and/or remedies afforded to Engini under this Agreement and/or under any applicable law.

13. LIMITATION OF LIABILITY

13.1 General Limitation.

To the maximum extent permitted by law, Engini shall not be liable to the Partner or any third party for any damages arising from or related to this Agreement, including but not limited to use of the Software, or Products—whether due to performance, non-performance, distribution, or usage—regardless of the form of action.

13.2 Excluded Damages.

In no event shall either Party be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or revenue, even if advised of the possibility of such damages.

13.3 Liability Cap.

Engini’s total aggregate liability under this Agreement shall not exceed the lesser of:

(a) the total commission paid to the Partner in the preceding 6 months; or

(b) $25,000.

13.4 Additional Exclusions.

Engini shall not be liable for:

(a) Partner’s costs for customer acquisition;

(b) marketing or promotional expenditures;

(d) loss of expected commissions or profits;

14. CONFIDENTIALITY

14.1. The Receiving Party agrees to hold in confidence the Confidential Information of the Disclosing Party, and to refrain from copying, distributing, disseminating or otherwise disclosing such Confidential Information to anyone, other than to those of its employees, if and to the extent that such employees have a need to know such Confidential Information for the purpose of Receiving Party’s performance of this Agreement, and provided that such employees are bound by written agreement to abide by all the obligations concerning such Confidential Information contained in this Agreement.

14.2. The Receiving Party undertakes not to use the Confidential Information of the Disclosing Party for any purposes other than for the purposes of performing this Agreement, and not to sell, grant, make available to, or otherwise allow the use of the Disclosing Party’s Confidential Information by any third party, directly or indirectly, except as expressly permitted herein.

14.3. The Receiving Party shall promptly notify the Disclosing Party in writing of any actual or suspected loss or unauthorized use, disclosure, or access of the Disclosing Party’s Confidential Information of which it becomes aware, and take all steps reasonably requested by the Disclosing Party to limit, stop, or otherwise prevent such loss or unauthorized use, disclosure, or access.

14.4. All confidential Information shall be and remain the property of the Disclosing Party. Disclosure of the Disclosing Party’s Confidential Information to the Receiving Party shall not be construed as granting the Receiving Party any right, title, or license, whether express or implied, with respect to the Confidential Information or to its related Intellectual Property or products (including, but not limited to, improvements, modifications and/or derivatives related to the Confidential Information), other than the right to use the Confidential Information (and the Intellectual Property associated with it) strictly in accordance with the provisions of this Agreement.

14.5. Disclosing Party’s Confidential Information is provided on an “as is” basis, with no warranty of whatsoever kind. Without derogating from the above, the Disclosing Party makes no warranties, whether express or implied, regarding the accuracy and/or completeness of the confidential information disclosed to the Receiving Party hereunder.

14.6. The confidentiality obligations in this Agreement shall not apply to Confidential Information which:

(a) is on the Effective Date, or thereafter becomes part of the public domain in reasonably integrated form without fault on the part of the Receiving Party;

(b) is lawfully obtained from a source other than the Disclosing Party, which source is free of any obligation to keep the same confidential;

(c) is previously known to the Receiving Party without an obligation to be kept confidential, as can be substantiated by written and dated records;

(d) was independently developed by the Receiving Party, without use of the Disclosing Party’s Confidential Information, as can be substantiated by written and dated records; or

(e) is expressly released in writing from such obligations by the Disclosing Party.

14.7. Notwithstanding anything to the contrary herein express or implied, the Receiving Party may disclose Confidential Information of the Disclosing Party required to be disclosed pursuant to law, regulation, judicial or administrative order, or request by a governmental or other entity authorized by law to make such request; provided, however, that, to the extent possible, the Receiving Party so required to disclose shall first notify the Disclosing Party in writing to enable it to seek relief from such requirement and render reasonable assistance requested by the Disclosing Party (at the Disclosing Party’s expense) in connection therewith, and, provided further, that the disclosure shall be limited to the extent expressly required.

14.8. The Receiving Party shall keep the Disclosing Party’s Confidential Information confidential and secure and shall use at least the same standard of care to protect the Disclosing Party’s Confidential Information as the Receiving Party employs for the protection of its own confidential and proprietary information of a similar nature, but in no event less than a reasonable standard of care. Without limiting the generality of the above, each Party shall ensure that its employees, who shall have access to the Confidential Information of the Disclosing Party, are bound by written agreement to abide by all the obligations concerning such Confidential Information contained in this
Agreement. The provisions of this Section 14 above shall not relieve the Receiving Party from its obligations hereunder, and any breach of this Agreement by Receiving Party’s employees (even if not employed by Receiving Party at the time the breach occurred), shall be deemed as a breach of this Agreement by Receiving Party.

14.9. Each Party acknowledges that its breach of this Section 14 may cause the other Party extensive and irreparable harm and damage, and agrees that the other Party shall be entitled to injunctive relief to prevent use or disclosure of its Confidential Information not authorized by this Agreement, in addition to any other remedy available to the other Party under applicable law.

14.10. All copies of Confidential Information, regardless of form, shall, at the discretion of the Disclosing Party, either be destroyed or returned to the Disclosing Party (except for Confidential Information which the Receiving Party is required to keep, under law), promptly upon the earlier of: (i) Disclosing Party’s written request, or (ii) expiration or termination for any reason of this Agreement, and in any of such events shall not thereafter be retained in any form by the Receiving Party. The Receiving Party shall confirm such destruction or return in writing to the Disclosing Party.

14.11. Except as specified under Section 5.6 above, Neither Party shall disclose, advertise, or publish the terms and conditions of this Agreement (or any summary of any of the forgoing) to any third Party without the prior written consent of the other Party, unless and to the extent required to do so by law or in order to establish or enforce such Party’s rights hereunder. Any press release, publication, advertisement or public disclosure regarding this Agreement is subject to both the prior review and the written approval of both Parties.

15. TERM AND TERMINATION

15.1. Term. This Agreement will be effective as of the Effective Date, and, unless earlier terminated in accordance with the provisions of this Agreement, in accordance with section 1.2 (the “Term“).

15.2. Termination for Cause. Either Party may terminate this Agreement in the event the other Party materially breaches this Agreement by sending the other Party written notice of the alleged material breach and intention to terminate if the breach is not cured. If the breaching Party fails to cure such breach within fourteen (14) days of receipt of such notice, the other Party may, by written notice, terminate this Agreement.

15.2.1 Notwithstanding the provisions of the previous paragraph, in the event that Partner infringes, disputes, contests or otherwise challenges or attacks Engini’s rights in or to Engini’s Intellectual Property, the validity, enforceability or title of Engini’s Intellectual Property, a Trademark or of this Agreement, then such breach shall be deemed as a material breach of this Agreement, and, notwithstanding anything to the contrary contained in this Section 15.2, Engini may terminate this Agreement immediately – by sending Partner a written termination notice with immediate effect.

15.2.2. Additional Termination Rights for Engini (a) Engini may place Partner on a 30-day probation if Partner fails to meet quality standards (b) Engini may terminate this Agreement with 7 days written notice if Partner damages Engini’s reputation through public statements, poor customer satisfaction, or improper representation (c) Engini may terminate this Agreement immediately if Partner: (i) Makes false claims about Engini’s capabilities or technology (ii) Fails to accurately represent pricing or terms to prospects (iii) Attempts to modify Engini’s standard contracts without authorization (iv) Diverts customers to competing solutions.

15.3. Termination in the Event of Bankruptcy. This Agreement may be terminated by either Party on written notice if the other Party shall become insolvent, cease doing business as a going concern, make an assignment, composition or arrangement for the benefit of its creditors, or admits in writing its inability to pay debts, or if proceedings are instituted by or against it in bankruptcy, under applicable insolvency laws, or for receivership, administration, winding-up or dissolution (otherwise than in the course of a solvent reorganization or restructuring approved by the other Party to this Agreement), provided such proceedings are not dismissed within sixty (60) days.

15.4. Effect of Termination. Upon expiration or termination for any reason of this Agreement, the following will apply:

(a) Partner shall immediately –

(i) cease to sell or distribute in any way the Products;

(ii) cease to sell or distribute in any way the Software or any other components received from Engini;

(iii) cease to make use of Engini’s Intellectual Property, including, but not limited to, the Trademarks, and shall immediately sign all the necessary documents for cancellation and de-registration of the Trademark license as recorded in the Territory (if so recorded);

(iv) cease to use the Software; and

(v) return to Engini any of its Confidential Information disclosed thereto in writing or in any other tangible form and any copies thereof

(b) Engini shall not be obligated to compensate Partner for the expiration or termination of this Agreement, including but not limited to, any costs, fees and expenses which Partner has incurred in connection with this Agreement and/or the conducting business pursuant thereto, and Partner hereby waives any and all rights to damages or any other remedies that it might otherwise have upon any expiration or termination of this Agreement; and

(c) Expiration or termination for any reason of this Agreement shall not derogate from rights and obligations accrued prior to the effective date of expiration or termination. For avoidance of doubt, termination or expiration of this Agreement for any reason, shall not affect Partner’s liability to make payments, to which Engini was entitled prior to such termination or expiration.

15.5. Survival. The provisions of Sections 1, 3, 4, 5, 8, 9, 10, 11-13, 14.6 and 15 through and including 17 hereto, shall survive the expiration or termination of this Agreement for any reason, together with such other provisions necessary to give effect to such provisions.

16. GOVERNING LAW AND JURISDICTION

16.1. The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Israel, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

16.2. Any dispute arising out or relating to this Agreement (including, but not limited to, the validity, enforceability, interpretation, performance, breach or termination thereof), shall be referred to the competent courts in Tel Aviv, Israel, which shall have exclusive jurisdiction with respect to any such disputes. Both Parties hereby submit to the exclusive jurisdiction of the aforementioned courts.

17. NOTICES / LANGUAGE

17.1. All notices required or permitted under this Agreement, shall be in writing, will reference this Agreement and will be deemed delivered upon actual delivery by a courier service to the other Party, with written verification of receipt. All communications will be sent to the Parties’ respective addresses set forth in the heading of this Agreement. Such notice or other communications shall be deemed to have been given on the date confirmed as the actual date of delivery by the courier service if sent by suh service.

17.2. All correspondence, notices and technical documentation exchanged between the Parties under and/or in accordance with this Agreement, and any software, shall be provided in the English language only, unless otherwise agreed by the Parties in writing.

18. MISCELLANEOUS

18.1. Headings. The headings of the Sections in this Agreement are for reference only and shall not be considered in the interpretation hereof. All references in this Agreement to Sections and Exhibits shall, unless otherwise provided, refer to Sections and Exhibits attached hereto.

18.2. Entire Agreement. This Agreement, together with all Exhibits (as defined below), contains the complete agreement between the Parties and supersedes any prior understandings, agreements or representations by or among the Parties, which relate to the subject matter of this Agreement.

The exhibits, annexes, appendices and schedules attached to this Agreement (collectively, the “Exhibits“), form an integral part hereof and are expressly incorporated herein by this reference.

In the event of any inconsistency or contradiction between the provisions of this Agreement and the provisions of an Exhibit, the provisions of this Agreement will prevail with respect to the subject matter of such inconsistency or discrepancy.

18.3. Amendment. This agreement shall not be amended without the express prior written consent of both Parties hereto. Any amendment affected in accordance with this Section shall be binding upon all Parties hereto.

18.4. Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be construed, limited, modified or deleted, to the extent necessary to eliminate any invalidity or unenforceability, and the remaining provisions of this Agreement remain in full force and effect.

18.5. Waiver. No waiver of any right under this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party to be bound. No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.

18.6. No Partnership. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency or other similar relationship between the Parties hereto, nor as granting either Party the right, power, or authority (express or implied) to bind or otherwise create any duty or obligation for the other. There shall be no employer-employee relationship between the Parties’ employees.

18.7. Assignment. Partner shall not assign, subcontract or otherwise transfer any of its rights and/or obligations under this Agreement to any third party without the prior written consent of Engini, and any purported assignment or transfer without the other Party’s prior written consent shall be null and void.

Engini may assign, subcontract or otherwise transfer any of its rights and/or obligations under this Agreement to any third party at its own discretion and without the consent of the Partner.

Subject to the above, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns.

18.8. Force Majeure. A Party hereto shall not be liable for any delay, loss and/or damage resulting from causes beyond the control thereof, including, but not limited to, acts of God, acts of a public enemy, acts of any governmental or quasi-governmental agency or any of their political subdivisions, fire, flood, epidemics, explosion, power or telecommunications irregularities, quarantine restrictions; strikes or other labor unrest, earthquakes, civil commotion or revolutions, war, terrorist attack, freight embargoes, or unusually severe weather conditions.

18.9. Remedies. All remedies, either under this Agreement or by law otherwise affording to any Party, shall be cumulative and not alternative.

18.10. No Third-Party Beneficiaries. This Agreement does not create any obligation of a Party to any third parties, nor shall it be deemed to create any rights or causes of action on behalf of any third parties.

18.11. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document.

19. REPORTING AND BUSINESS REVIEWS

19.1. Partner shall: (a) Provide a monthly pipeline report by the 5th of each month (b) Participate in quarterly business reviews with Engini (c) Report all customer complaints within 24 hours (d) Maintain accurate records of all sales activities (e) Provide forecast updates weekly for deals expected to close within 60 days

19.2. Partner shall implement Engini’s customer satisfaction measurement process, which includes: (a) Distributing Engini’s survey following implementation (b) Encouraging customers to complete feedback forms (c) Allowing Engini direct access to customers for satisfaction measurement.

20. NON-COMPETE AND EXCLUSIVITY

20.1. During the Term and for 12 months thereafter, Partner shall not: (a) Develop, market, or sell any product that competes directly with Engini (b) Solicit any Engini customer to switch to a competing solution

20.2. Partner shall notify Engini of any potential conflicts of interest within 5 business days

20.3. For customers identified through Engini, Partner shall exclusively promote Engini solutions for the specific use cases addressed by Engini’s platform

IN WITNESS WHEREOF, the parties hereto have executed this Partners Program Agreement as of the date(s) set forth below.