This Partnership Agreement (the “Agreement”) is made and entered into by and between Talent Sam LLC, a company incorporated under the laws of the State of Delaware, with its registered office at 7494 Trailwind Drive, Cincinnati, Ohio, 45242 (the “Company”), and {{Partner}} (the “Partner”).

The Company and the Partner are collectively referred to as the “Parties” and individually as a “Party”.

1. Definitions
For the purposes of this Agreement, the following terms will have the meanings ascribed to them:

“Client” refers to any individual or business entity referred by the Partner that enters into a business relationship with the Company.

“Commission” means the payment made to the Partner, based on either the revenue or profit generated by the Client as detailed in this Agreement.

“Referral” means the introduction of a potential client to the Company, made in writing, by email, direct message, CRM, or the Partner Portal.

2. Purpose
This Agreement outlines the terms under which the Partner will refer potential clients to the Company. In return, the Company will pay the Partner a commission for successful referrals, as defined in this Agreement.

3. Commission Structure
The Partner will earn:

10% of the revenue generated from a directly referred Client.

This commission applies to both new and future employees hired by the Client, whether the Partner is directly involved or not. The duration and continuation of these commissions are subject to the conditions outlined in Clause 5 (Duration of Agreement).

4. Payment Terms
Commissions will be paid monthly, in arrears, starting from the first full month after the referred employee begins working. Payments will be made via bank transfer, based on the gross revenue received by the Company from the referred Client.

5. Duration of Agreement
This Agreement will remain in effect indefinitely, provided the Partner introduces at least one (1) new paying Client every six (6) months.

If the Partner fails to introduce a new paying Client within any six-month period, then all commissions related to previously referred Clients will continue for a maximum of twenty-four (24) months from the date the referred employee begins their employment with the Company.

If a new paying Client is introduced within the six-month period, the indefinite commission structure resets from that point.

6. Client Exclusivity
The Partner will have exclusive rights to the Clients they refer. This means the Partner will earn commission on all future revenue generated from those Clients, even if new employees are hired.

7. Referral Process
The Partner must submit all Referrals to the Company in writing, either via email, direct message, CRM, or the Partner Portal. The Company will review each Referral and confirm in writing if the Referral is accepted.

8. Client Relationship Management
Once a Client is referred, the Company will take full responsibility for managing the relationship with the Client. The Partner may be asked to assist if needed to maintain a positive working relationship.

9. Termination
Either Party may terminate this Agreement by giving written notice. Upon termination, the Partner will continue receiving commissions for referred clients, but no new referrals will be accepted.

10. Confidentiality
The Partner agrees to keep confidential all information provided by the Company, including but not limited to Client details, business operations, and sensitive personal information. This confidentiality obligation remains in effect during the term of the Agreement and for five (5) years following its termination.

11. Representation and Warranties
The Partner represents and warrants that:

It has the right to enter into this Agreement and to make Referrals under the terms herein.

It has not entered into any agreement that would prevent it from making Referrals to the Company.

It will not make any Referrals that violate any applicable laws or regulations.

12. Indemnification
a. The Company shall defend, indemnify, and hold harmless the Partner from and against any loss, liability, claim, or damage (including reasonable attorney’s fees) arising from a breach of this Agreement by the Company.
b. The Partner shall defend, indemnify, and hold harmless the Company, its officers, directors, employees, and agents from any loss, liability, claim, or damage (including reasonable attorney’s fees) resulting from:

Any claim related to the marketing of the Company’s services by the Partner.

A breach of this Agreement by the Partner.
c. The indemnified Party must:

Provide prompt written notice to the indemnifying Party of any claim.

Cooperate in the defense of the claim.

Obtain prior written approval of any settlement from the indemnifying Party.

13. Limitation of Liability
Neither Party shall be liable to the other for any indirect, special, incidental, or consequential damages, including lost profits, arising from this Agreement.

14. Assignment
Neither Party may assign this Agreement without the prior written consent of the other Party. Such consent shall not be unreasonably withheld.

15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and shall be binding upon the Parties and their respective successors and assigns.

16. Public Association and Brand Integrity
The Partner agrees to publicly represent and be associated with Talent Sam in a manner that upholds the integrity and reputation of the Talent Sam brand. The Partner shall not engage in any activities, communications, or behavior, whether public or private, that may tarnish, damage, or negatively affect the public image or reputation of Talent Sam.

The Partner agrees to act in good faith and in accordance with Talent Sam’s values and standards in all interactions that involve or reference the Talent Sam brand. Any failure to uphold these obligations, including any conduct that is harmful or potentially harmful to the Talent Sam brand, may result in the immediate termination of this Agreement at the discretion of the Company.