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Techcelerate Partnership Agreement Strictly Private and Confidential - Addressees only Page 1 of 4 Techcelerate Partnership Agreement ㅡ Techcelerate Ltd Innovation Centre Sci-Tech Daresbury Keckwick Lane Daresbury WA4 4FS United Kingdom Techcelerate Partner Partnership United Kingdom Ref: Partnership/ Dear Partnership Agreement (this is a contractually binding agreement) Further to our recent discussions, thank you for deciding to become a Techcelerate Partner (“Partner”). Techcelerate works with Founding and Management Teams of Technology Companies (“Client”) to accelerate growth of their businesses and eventually reach an Exit including helping them with raising investment and Mergers and Acquisitions (M&A). Techcelerate delivers services by tapping into its own knowledge and capabilities and incorporating the expertise of Partners, Specialists, Freelancers and others. Partner provides Techcelerate will introduce to Partner it’s Members and others (“Client”) who may be looking for a competent supplier to provide specific services. Partner will compensate Techcelerate as per the terms below: ● A percentage of the invoiced amounts. ● Reimbursement of any agreed expenses. In addition to introductions, Techcelerate will work closely with the Partner and the introduced Client, in order to ensure a satisfactory outcome for the Client and Partner. Where disputes occur between the Client Organisation and Partner, Techcelerate will step into mediate and resolve them amicably where possible. Techcelerate Partnership Agreement Strictly Private and Confidential - Addressees only Page 2 of 4 Term Extended Term Work Annual Membership Fee Fees and payments Notifications Techcelerate will continue to provide business development services for the Partner during the Term, as agreed mutually from time to time, including recognising them as a Partner on digital assets including Techcelerate’s website. This Agreement shall become effective upon signing and shall last a minimum term of 12 months. It can be renewed by paying the Annual Membership Fee for the next 12 months, before automatic expiry. An introduction made by Techcelerate within the Term becomes a Client of the Partner within 18 months of signing this Agreement, is deemed as a Client introduced by Techcelerate, and Techcelerate shall be compensated in accordance with the terms of this Agreement. Any projects or tasks undertaken by the Partner, whether it’s few hours, days, weeks, months or years of work and if it is fee earning, it will be deemed as Work undertaken. Anything else will be considered as voluntary. Techcelerate operates on Annual Membership Fee basis with its Members (Technology Companies) and Partners (Service Providers/Suppliers). Annual Partner Membership Fee shall be paid immediately after signing of this Agreement and receipt of the invoice in order for this Agreement to become effective. Techcelerate retains the rights to adjust the Annual Membership Fee from time to time. Such amendments will be informed one month before expiry of the current Agreement. The Annual Membership Fee is non refundable if the Partnership is terminated by the Partner. Our fees shall be 10% of the invoiced amount by the Partner from a successful introduction made by Techcelerate and any subsequent Work negotiated by the Partner directly or indirectly during the Extended Term, lasting two years from the first engagement. If the Partner secures Work as a result of featuring on Techcelerate’s website or other marketing material without a direct introduction by Techcelerate, then our Fees shall be 5% of the invoiced amount for the first two years. The payment to Techcelerate shall be made within 10 working days of the Partner receiving funds from Client Organisation to a bank account nominated by Techcelerate at the time. Upon notification by the Partner, Techcelerate will issue appropriate invoices to cover payments made to Techcelerate. Agreed expenses shall be reimbursed within 1 week of receipt of invoices by the Partner. Techcelerate must be notified by the Partner of any Work secured either as a result of introductions by Techcelerate or as a result of appearing on our marketing material within 7 calendar days of Techcelerate Partnership Agreement Strictly Private and Confidential - Addressees only Page 3 of 4 Monitoring of Work Client Organisation Client Disputes Termination Publicity Governing Law securing the Work. Marketing materials include but not limited to our websites, social media, newsletters, press releases, news articles and emails. The Monitoring of Work shall be via a shareable Google Sheet, which Techcelerate would set up for use by the Partner. Partner is responsible for keeping it up to date in terms of project progress, invoicing and payments. For avoidance of doubt, Client means an organisation already engaged or considering engaging with Techcelerate, or known to Techcelerate. For the purpose of this Agreement, Client also means an organisation that reached out to the Partner directly as a result of Techcelerate marketing material but may not had any previous engagements with Techcelerate before. As a Partner, your conduct with Client Organisations must be carried out with integrity and honesty at all time, and at no time, should it compromise the credibility of yourself or the Techcelerate brand. Any Client disputes must be lodged with us within 3 working days of its first occurence, so that we could help where possible to resolve it. In order to avoid potential disputes, we strongly recommend you do not commence any Work without first signing an agreement with the Client Organisation which clearly outline your duties and compensation. We also recommend you to hold professional indemnity insurance in case of a Client Organisation taking legal action against you. Techcelerate do not accept any liability or costs arising due to disputes between the Partner and the Client Organisation. Either party may terminate this Agreement in the event of a material breach of this Agreement by giving 30 days notice in writing. Notwithstanding termination of this Agreement for any reason (“Termination”), the Partner shall continue to be liable for the following fees: ● 100% of the Fees (as defined above) for any Work undertaken prior to termination and any work started within 6 months of termination even if the work is continuing beyond 6 months after termination. Upon completion of the Work, the Partner shall cooperate with Techcelerate to publicise Work completed with the permission of the Client Organisation where it makes sense. This Agreement shall be governed by and construed in all respects in accordance with the Laws of England. Techcelerate Partnership Agreement Strictly Private and Confidential - Addressees only Page 4 of 4 Summary This Agreement is valid for 12 months upon the payment of the annual Membership. Partner is liable to pay 10% commission for 2 years of anyone who was introduced by Techcelerate within the 12 months who then become a Client of Partner within the first 18 months. All agreed expenses are reimbursable fully. ------------------------------------------- ------------------------------- Mr. Manoj Ranaweera Date Director Techcelerate Ltd (company No. 11010836) manoj.ranaweera@techcelerate.ventures +44 7769734491 ------------------------------------------- ------------------------------- Mr. Date Director (Company No. ) Email: Mobile:
