Strategic Partner Program

1. Relationship and Acceptance

Partner is an independent contractor. This Agreement does not create employment, agency, joint venture, or partnership between the parties. Partner has no authority to bind Simple Plan IT, make representations on its behalf, or incur obligations in its name. Partner is solely responsible for all taxes, insurance, and expenses arising from Program participation.

Simple Plan IT reviews and approves all applications at its sole discretion. No rights or commission obligations arise until Simple Plan IT provides written approval. Prior to receiving any commission payment, all Partners must submit a completed IRS Form W-9 (U.S. Partners) or applicable foreign tax documentation through the Partner Portal. Commission accrues but is not paid until tax documentation is on file.

2. Commissions

Commission rates, tier qualifications, attribution rules, payout calculations, and deal registration requirements are governed by the Program Terms at partner.simpleplanit.com/program, incorporated herein by reference. The following provisions apply to all commissions regardless of tier:

• Commission is earned only on Closed Deals — a referred client who has executed a Statement of Work with Simple Plan IT and made at least one confirmed payment.
• Commissions are paid within ten (10) business days of Simple Plan IT's confirmed receipt of each qualifying client payment.
• Commissions below $50.00 in a payment cycle are held and aggregated until the cumulative balance reaches $50.00 or the calendar year ends, whichever is first.
• No commission is payable on clients who were already Simple Plan IT clients at the time of referral, or who had an active sales conversation with Simple Plan IT independent of Partner's referral within the preceding 90 days.
• Partner must notify Simple Plan IT in writing of any commission dispute within thirty (30) days of the payment date or due date. Disputes not raised within 30 days are waived.

3. Clawback

Simple Plan IT may recover previously paid commission in the following circumstances:

• Within 90 days of contract execution: Client cancels, defaults, or is terminated — 100% of commission paid for that client is subject to clawback.
• 91 to 180 days: Client cancels, defaults, or is terminated — 50% of commission paid during that period is subject to clawback.
• After 180 days: Client cancels — no clawback. All commission earned and paid is retained by Partner.
• Project commission: If a project is cancelled and fees are refunded to the client, commission on the refunded amount is subject to 100% clawback regardless of timing.
• Fraudulent referrals: 100% clawback of all commission paid, plus immediate program termination.

Clawback is recovered by offsetting against future commission payments, written demand for repayment within 30 days, or both. Simple Plan IT will provide written notice of any clawback and its basis.

4. Partner Obligations

Partner shall:

• Make only accurate, truthful, and non-misleading representations about Simple Plan IT and its services.
• Comply with all applicable laws in connection with Program participation.
• Maintain accurate and current information in the Partner Portal, including contact details, tax documentation, and deal activity records.
• Log all material deal activity in the Portal within five (5) business days of occurrence.
• Not make disparaging, defamatory, or misleading statements about Simple Plan IT, its services, employees, or clients in any forum.
• Not refer its own entities, affiliates, employees, or family members through the Program.

5. Confidentiality

Partner shall hold Simple Plan IT's Confidential Information — including client lists, pricing, commission structures, methodologies, and vendor relationships — in strict confidence and shall not disclose it to any third party or use it for any purpose other than facilitating a referral under this Agreement. In the course of Program participation, Partner may access information about Simple Plan IT's prospective or existing clients; all such information is Confidential Information of Simple Plan IT. Confidentiality obligations survive termination of this Agreement for three (3) years, except trade secrets which are protected indefinitely.

6. Non-Solicitation

During the term of this Agreement and for twenty-four (24) months following its termination, Partner shall not directly solicit, pitch, or enter into a competing services agreement with any client that Partner referred to Simple Plan IT through the Program. This restriction applies only to clients Partner actually referred.

During the term of this Agreement and for twelve (12) months following its termination, Partner shall not solicit, recruit, or hire any Simple Plan IT employee or contractor. If Partner hires any such personnel in violation of this provision, Partner shall pay Simple Plan IT a placement fee equal to fifty percent (50%) of that individual's annual compensation at the time of departure, due within thirty (30) days of the hiring date.

7. Intellectual Property and Brand Use

Simple Plan IT grants Partner a limited, non-exclusive, revocable license to use Simple Plan IT's name and approved program marks solely in connection with Program participation and in accordance with any brand guidelines provided. This license terminates automatically upon termination of this Agreement. Partner shall not register any domain, social media handle, or trademark incorporating Simple Plan IT's name or marks without prior written consent.

8. Limitation of Liability

SIMPLE PLAN IT'S TOTAL LIABILITY TO PARTNER SHALL NOT EXCEED THE TOTAL COMMISSION PAYMENTS ACTUALLY PAID TO PARTNER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. SIMPLE PLAN IT MAKES NO GUARANTEE THAT PARTNER WILL RECEIVE ANY MINIMUM COMMISSION OR REFERRAL OPPORTUNITIES.

9. Term and Termination

This Agreement is effective upon Simple Plan IT's written approval and continues until terminated. Either party may terminate for any reason upon thirty (30) days' written notice. Simple Plan IT may terminate immediately if Partner makes fraudulent referrals, misrepresents Simple Plan IT's services, violates applicable law, or materially breaches this Agreement and fails to cure within ten (10) days of written notice.

Upon termination: Partner's Portal access and referral links are deactivated; pending unregistered deals are released; commission earned on Closed Deals prior to termination continues to be paid per the applicable payout schedule subject to clawback provisions; all surviving provisions including confidentiality and non-solicitation remain in effect.

10. General

This Agreement is governed by Ohio law without regard to conflict of laws principles. Any legal action shall be brought exclusively in Franklin County, Ohio. Prior to initiating legal action, the parties shall attempt good-faith resolution for thirty (30) days. This Agreement and the Program Terms constitute the entire agreement between the parties regarding the Program. Simple Plan IT may update this Agreement upon thirty (30) days' written notice; continued participation constitutes acceptance. If any provision is unenforceable, it shall be modified to the minimum extent necessary. Partner may not assign this Agreement without Simple Plan IT's prior written consent.