# Common Paper Partnership Agreement

A partnership agreement cover page and standard terms, based on Common Paper's standard form. Covers business partnerships including obligations, fees, territory, liability, and data processing.

**Standard Terms:** https://commonpaper.com/standards/partnership-agreement/1.1

## Parties

| Field | Description | Default |
| --- | --- | --- |
| Company Name | Official company name (shown in header) |  |

## Terms

| Field | Description | Default |
| --- | --- | --- |
| Custom Effective Date | Custom effective date for the agreement |  |
| Term Duration Unit | Duration unit for agreement term (e.g. "days", "weeks", "months", "year") |  |
| Custom End Date | Custom end date for the agreement |  |
| Non Renewal Notice Days | Days of notice required before non-renewal |  |
| Territory | Specific geographic areas for the partnership |  |
| Term Duration Value | Numeric duration for the agreement term (e.g. "6", "12") |  |
| Changes To Standard Terms | List of specific changes to the Standard Terms |  |
| Additional Warranty Company Detail | Additional warranty text provided by the Company |  |
| Additional Warranty Partner Detail | Additional warranty text provided by the Partner |  |
| Additional Terms By Company | Additional terms from Company |  |
| Additional Terms By Partner | Additional terms from Partner |  |
| Company Brand Guidelines | Company Brand Guidelines apply |  |
| Partner Brand Guidelines | Partner Brand Guidelines apply |  |

## Obligations

| Field | Description | Default |
| --- | --- | --- |
| Company Promotional Activities Detail | Description of the promotional activities the Company will engage in |  |
| Company Promotional Materials Detail | Description of the promotional materials the Company will provide |  |
| Company Sponsored Benefits Detail | Description of the sponsored benefits the Company will provide |  |
| Company Referral Criteria | Criteria a third party must meet to qualify as a Referral to Partner |  |
| Company Payment To Partner Detail | Amount the Company will pay Partner per the Payment Schedule |  |
| Partner Promotional Activities Detail | Description of the promotional activities the Partner will engage in |  |
| Partner Promotional Materials Detail | Description of the promotional materials the Partner will provide |  |
| Partner Sponsored Benefits Detail | Description of the sponsored benefits the Partner will provide |  |
| Partner Referral Criteria | Criteria a third party must meet to qualify as a Referral to Company |  |
| Partner Payment To Company Detail | Amount the Partner will pay Company per the Payment Schedule |  |
| Company Promotional Activities | Company will engage in promotional activities |  |
| Company Promotional Materials | Company will provide promotional materials |  |
| Company Sponsored Benefits | Company will provide sponsored benefits |  |
| Company Makes Referrals | Company will make referrals to Partner |  |
| Company Pays Partner | Company will pay Partner per payment schedule |  |
| Company Brand Licensor | Company provides Brand Elements as Licensor |  |
| Partner Promotional Activities | Partner will engage in promotional activities |  |
| Partner Promotional Materials | Partner will provide promotional materials |  |
| Partner Sponsored Benefits | Partner will provide sponsored benefits |  |
| Partner Makes Referrals | Partner will make referrals to Company |  |
| Partner Pays Company | Partner will pay Company per payment schedule |  |
| Partner Brand Licensor | Partner provides Brand Elements as Licensor |  |

## Payment

| Field | Description | Default |
| --- | --- | --- |
| Invoice Address | Address or email where invoices and bills for fees should be sent |  |
| Payment Schedule Detail | Payment schedule details (e.g. "30 days from receipt of invoice") |  |
| Payment Terms Days | Number of days to pay after invoice |  |
| Company Invoices Partner | Company will send invoices to Partner |  |
| Partner Invoices Company | Partner will send invoices to Company |  |
| Has Payment Schedule | Payment schedule applies |  |

## Liability

| Field | Description | Default |
| --- | --- | --- |
| Company Covered Claims Detail | Detail of Company Covered Claims covering gross negligence and IP representations |  |
| Partner Covered Claims Detail | Detail of Partner Covered Claims covering gross negligence and IP representations |  |
| Increased Claim Other Detail | Description of a custom Increased Claim category |  |
| Unlimited Claim Other Detail | Description of a custom Unlimited Claim category |  |
| General Cap Amount | General liability cap dollar amount |  |
| Cap Multiplier | Liability cap multiplier (e.g. "2") |  |
| Increased Cap Amount | Increased liability cap dollar amount |  |
| Has Company Covered Claims | Company Covered Claims apply |  |
| Has Partner Covered Claims | Partner Covered Claims apply |  |
| General Cap Type | Set to true to select how the General Cap Amount (baseline liability limit) is calculated. "multiplier" uses a multiple of fees paid, "dollar" uses a fixed dollar amount, "greater_of" uses the greater of a dollar amount or a multiple of fees. |  |
| Increased Cap Type | Set to true to select how the Increased Cap Amount (higher liability limit for Increased Claims) is calculated. Same options as general_cap_type. |  |
| Increased Claim Breach Conf | Set to true when breach of Section 11 (Confidentiality) should be classified as an Increased Claim with a higher liability cap. |  |
| Increased Claim Indemnification | Set to true when an Indemnifying Party's indemnification obligations for its Covered Claims should be classified as an Increased Claim. |  |
| Increased Claim Breach Conf Gross | Set to true when breach of confidentiality resulting from gross negligence or willful misconduct should be classified as an Increased Claim. |  |
| Increased Claim Gross Willful | Set to true when claims resulting from a party's gross negligence or willful misconduct should be classified as an Increased Claim. |  |
| Increased Claim Other | Set to true to include a custom Increased Claim category. Specify the claim type in the corresponding detail field. |  |
| Unlimited Claim Indemnification | Set to true when an Indemnifying Party's indemnification obligations for its Covered Claims should have no liability cap (Unlimited Claim). |  |
| Unlimited Claim Breach Conf | Set to true when breach of Section 11 (Confidentiality) should have no liability cap (Unlimited Claim). |  |
| Unlimited Claim Breach Conf Gross | Set to true when breach of confidentiality resulting from gross negligence or willful misconduct should have no liability cap (Unlimited Claim). |  |
| Unlimited Claim Gross Willful | Set to true when claims resulting from a party's gross negligence or willful misconduct should have no liability cap (Unlimited Claim). |  |
| Unlimited Claim Other | Set to true to include a custom Unlimited Claim category. Specify the claim type in the corresponding detail field. |  |

## Privacy

| Field | Description | Default |
| --- | --- | --- |
| Dpa Reference | Reference to or location of Data Processing Agreement |  |
| Dpa Description | Description of the Data Processing Agreement, or where to find it |  |

## Legal

| Field | Description | Default |
| --- | --- | --- |
| Governing Law | State and/or country whose laws govern the agreement | Delaware |
| Jurisdiction | Courts with jurisdiction over disputes | courts located in New Castle County, Delaware |

## Signature Block

| Field | Description | Default |
| --- | --- | --- |
| Company Signatory Type | Whether the Company signatory is an entity or individual | entity |
| Company Signatory Name | Full legal name of the Company's signatory |  |
| Company Signatory Title | Title/role of the Company's signatory (entity only) |  |
| Company Signatory Company | Company name for the Company signatory (entity only) |  |
| Company Signatory Email | Notice email address for the Company |  |
| Partner Signatory Type | Whether the Partner signatory is an entity or individual | entity |
| Partner Signatory Name | Full legal name of the Partner's signatory |  |
| Partner Signatory Title | Title/role of the Partner's signatory (entity only) |  |
| Partner Signatory Company | Company name for the Partner signatory (entity only) |  |
| Partner Signatory Email | Notice email address for the Partner |  |

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Based on the Common Paper Partnership Agreement, available at https://commonpaper.com. Licensed under CC BY 4.0. Copyright Common Paper, Inc.

_This template is a drafter's starting point. It does not constitute legal advice. Workflow support only. Not legal advice._