Waymaker Partner Agreement

1.1 Program Purpose

The Waymaker Partner Program enables qualified business advisors, consultants, and professional service firms to:

• •Recommend and implement Waymaker Platform for their clients
• •Earn recurring commissions from client subscriptions
• •Access exclusive partner resources and support
• •Build practices around Waymaker frameworks and methodologies

1.2 Geographic Coverage

Partners may operate locally, nationally, or globally, serving clients in their designated service areas.

2.1 Eligibility Requirements

To become and remain a Waymaker Partner, you must:

• •Maintain an active business entity in good standing
• •Purchase and maintain a Partner License subscription
• •Have at least one (1) certified Waymaker Advisor
• •Maintain professional liability insurance (minimum $1,000,000)

2.2 Partner ID System

Upon approval, Partner receives a unique Partner ID (e.g., PRT-12345) for client assignment tracking, commission attribution, and marketing materials.

3.1 Professional Standards

Partner agrees to:

• •Provide professional, competent advisory services
• •Act with integrity and in clients' best interests
• •Maintain confidentiality of client information
• •Uphold Waymaker's vision, values, and brand standards

3.2 Client Service Requirements

When serving Assigned Clients, Partner shall:

• •Respond to client inquiries within 2 business days
• •Provide implementation support and training
• •Facilitate strategic planning using Waymaker frameworks
• •Maintain regular communication and review cycles

3.3 Prohibited Activities

4.1 Client Assignment Process

Clients assign Partners by entering the unique Partner ID in their organization settings. Upon assignment:

• •Partner receives notification via email
• •Client appears in Partner Dashboard
• •Commission tracking begins
• •Primary Contact gains client visibility

4.2 One Partner Rule

Each Client organization may have only one active Partner at a time. Different organizations within the same customer account may assign different Partners.

5.1 Commission Structure

5.2 Commission Eligibility

To receive Commissions, Partner must:

• •Maintain active Partner License
• •Have valid Partner Agreement
• •Be listed as Assigned Partner in client settings
• •Have at least one certified advisor
• •Provide required tax documentation

5.3 Payment Terms

Payment schedule:

• •Partner submits monthly tax invoices by 5th of each month
• •Payment within 30 days of valid invoice
• •Electronic payment to designated account
• •Payments in Australian dollars unless agreed otherwise

5.4 Tax Obligations

Partner is responsible for all taxes on Commission payments, GST registration and compliance, providing valid tax invoices, and maintaining tax records.

6.1 Initial Certification

All Partner advisors must complete:

• •Waymaker Advisor Certification course
• •Platform proficiency assessment
• •Framework methodology training
• •Ethics and standards module

Certification must be completed within 90 days of Partner activation.

6.2 Certification Maintenance

Certifications are valid for 12 months and require platform update training, client success documentation, and renewal assessment. Failure to maintain certification may result in commission suspension or assignment restrictions.

7.1 Trademark License

Waymaker grants Partner a limited, non-exclusive, revocable license to use Waymaker trademarks solely for marketing Partner services, identifying as authorized Partner, and client proposals and presentations.

7.2 Brand Guidelines

8.1 Confidentiality Obligations

Each party agrees to:

• •Maintain strict confidentiality of all non-public information
• •Use Confidential Information only for Agreement purposes
• •Protect with reasonable care
• •Return or destroy upon termination

8.2 Client Data Protection

Partner must:

• •Protect all client data and privacy
• •Comply with applicable privacy laws including GDPR
• •Implement appropriate security measures
• •Report any data breaches immediately

9.1 Partner Warranties

Partner warrants that:

• •It has full authority to enter this Agreement
• •It maintains required business registrations and insurance
• •Client services meet professional standards
• •It will comply with all applicable laws

9.2 Partner Indemnification

Partner will defend, indemnify, and hold harmless Waymaker from any third-party claims arising from Partner's services to clients, breach of this Agreement, violation of laws, or negligent acts.

9.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES AND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. NEITHER PARTY GUARANTEES SPECIFIC BUSINESS RESULTS, CLIENT SUCCESS, OR REVENUE GROWTH.

10.1 Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, OR BUSINESS INTERRUPTION.

10.2 Liability Cap

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF COMMISSIONS PAID OR PAYABLE IN THE PRECEDING 12 MONTHS OR $50,000 AUD.

11.1 Termination for Convenience

Either party may terminate by providing 30 days written notice, completing outstanding obligations, and settling pending payments.

11.2 Termination for Cause

Either party may terminate immediately for:

• •Material breach uncured after 15 days notice
• •Insolvency or bankruptcy proceedings
• •Illegal or unethical conduct
• •Violation of confidentiality

11.3 Effect of Termination

12.1 Escalation Process

Disputes shall be resolved through:

• •Direct Negotiation (10 business days) - Good faith discussions
• •Senior Management (10 business days) - Executive involvement
• •Mediation (30 days) - Neutral mediator, shared costs
• •Arbitration (if mediation fails) - ACICA rules, Brisbane venue, binding decision

12.2 Continuing Performance

During disputes, parties continue performing unless performance would increase damages, court orders suspension, or safety concerns exist.

13.1 Governing Law

This Agreement is governed by the laws of Queensland, Australia, excluding conflict of law principles.

13.2 Independent Contractors

Partners are independent contractors. Nothing creates employment relationships, joint ventures, agency authority, or partnership liability.

13.3 Entire Agreement

This Agreement constitutes the entire understanding, superseding all prior agreements, negotiations, and discussions.