AGREEMENT & MUTUAL NDA

CARDINTEL™ PARTNER PROGRAM AGREEMENT

This Cardintel™ Partner Program Agreement (“Agreement”) is entered into between:

Cardintel™ / Cardintel Technologies LLC

(“Cardintel,” “Company,” “we,” “us,” or “our”)

and

Partner Legal Name: ______________________________

Business Name: _________________________________

Address: _______________________________________

Email: _________________________________________

(“Partner,” “you,” or “your”).

Cardintel and Partner may each be referred to as a “Party” and collectively as the “Parties.”

1. PURPOSE

The purpose of this Agreement is to establish the terms under which Partner may market, promote, refer, sell, distribute, resell, or otherwise facilitate sales of Cardintel™ products and services.

Cardintel may authorize Partner to participate as a:

Referral Partner;

Sales Partner;

Authorized Reseller;

Printing/Production Partner;

Promotional Products Partner;

Strategic Partner; or

other approved partner category designated by Cardintel.

The specific partner category and applicable compensation shall be identified in the Partner’s account, order documentation, or applicable Partner Schedule.

2. CARDINTEL PRODUCTS AND SERVICES

“Cardintel Products” may include, without limitation:

Cardintel™ NFC cards;

Cardintel™ metal cards;

premium and luxury Cardintel™ cards;

QR-enabled products;

digital identity and profile services;

Cardintel™ software;

Cardintel™ subscriptions;

enterprise solutions;

accessories;

packaging;

related technology and services;

future Cardintel products or services designated by Cardintel.

Cardintel may add, modify, discontinue, or replace products and services in its reasonable discretion.

3. INDEPENDENT BUSINESS RELATIONSHIP

Partner is an independent contractor and independent business.

Nothing in this Agreement creates:

an employment relationship;

partnership;

joint venture;

franchise;

agency relationship;

fiduciary relationship; or

authority for Partner to bind Cardintel.

Partner shall not represent that Partner is an employee, officer, legal agent, or authorized representative of Cardintel except to the extent expressly authorized in writing.

Partner is responsible for its own business expenses, taxes, insurance, personnel, equipment, licenses, and regulatory obligations.

4. PARTNER AUTHORIZATION

Cardintel may approve or reject a Partner application in its discretion.

Approved Partners may receive access to some or all of the following:

partner pricing;

commissions;

recurring revenue opportunities;

sales materials;

product samples;

training;

technical documentation;

Partner Portal access;

deal registration;

marketing resources;

customer support;

co-branded marketing opportunities.

Cardintel may establish different benefits and pricing for different partner tiers.

5. PARTNER RESPONSIBILITIES

Partner agrees to:

represent Cardintel Products accurately;

use only Cardintel-approved claims and marketing materials where required;

avoid false, misleading, deceptive, or unauthorized representations;

comply with applicable laws and regulations;

protect Cardintel confidential information;

protect customer information;

use Cardintel trademarks only as authorized;

promptly communicate material customer issues to Cardintel;

maintain professional conduct;

avoid making warranties or guarantees on behalf of Cardintel unless expressly authorized.

Partner shall not modify Cardintel Products or make technical, performance, security, legal, or regulatory claims that have not been authorized by Cardintel.

6. PRINTING AND PRODUCTION PARTNERS

Where Partner is a printing or production company, Partner may provide printing, finishing, packaging, fulfillment, artwork preparation, or related services.

Unless otherwise agreed in writing:

Partner is responsible for the quality of its own printing and production work;

Cardintel remains responsible for Cardintel technology and services supplied by Cardintel;

Partner shall follow Cardintel’s current technical specifications;

Partner shall not reproduce, reverse engineer, alter, or manufacture proprietary Cardintel technology without written authorization;

defective products shall be handled under the applicable Cardintel warranty, return, replacement, or production policy.

Printing or production authorization does not transfer ownership of Cardintel intellectual property.

7. COMPENSATION

Partner compensation may consist of one or more of the following:

A. Referral Commission

Approved Referral Partners may receive a commission equal to the percentage established in the applicable Partner Schedule.

B. Sales Commission

Approved Sales Partners may receive commissions on eligible customer sales attributed to Partner.

C. Reseller Margin

Authorized Resellers may purchase eligible Cardintel Products at approved partner pricing and resell them at prices determined by the Reseller, subject to any applicable Cardintel pricing policies.

D. Recurring Revenue

Where specifically approved, Partner may receive recurring commissions on eligible subscription revenue generated through Partner’s customers.

Cardintel may establish different rates according to partner tier, product, volume, customer type, or sales channel.

8. COMMISSIONABLE REVENUE

Unless otherwise specified in writing, commissions are calculated from amounts actually received by Cardintel from the applicable customer, excluding:

sales and similar taxes;

shipping charges;

refunds;

chargebacks;

credits;

returned products;

canceled orders;

discounts;

disputed amounts;

payment-processing fees where applicable; and

other expressly excluded amounts.

Cardintel shall not owe commissions on amounts that it has not actually collected.

9. COMMISSION PAYMENT

Approved commissions shall be recorded in the Partner Portal or other Cardintel-designated system.

Unless otherwise specified:

commissions become payable after the applicable customer payment has cleared;

commissions may be subject to a minimum payment threshold;

refunds and chargebacks may be deducted from future commissions;

Cardintel may withhold amounts reasonably disputed in good faith;

Partner is responsible for all applicable taxes.

Cardintel may modify future commission programs upon reasonable notice, but shall not retroactively alter commissions already earned under an applicable approved transaction.

10. CUSTOMER ATTRIBUTION

Cardintel may attribute a customer to Partner through:

Partner referral links;

Partner IDs;

deal registration;

approved order forms;

customer records;

promotional codes;

Partner Portal records; or

other reasonable attribution methods.

Where attribution is disputed, Cardintel shall review the available records and make a reasonable determination.

11. DEAL REGISTRATION

Approved Partners may register prospective customer opportunities through the Partner Portal.

A registered opportunity may receive protection for the period established by Cardintel, such as ninety (90) days.

Deal protection may be denied or canceled where:

the customer is already an active Cardintel customer;

another Partner previously registered the opportunity;

the Partner has not meaningfully pursued the opportunity;

information submitted is inaccurate;

the opportunity is abandoned; or

other reasonable circumstances apply.

Deal registration does not guarantee a sale or commission.

12. CUSTOMER RELATIONSHIP PROTECTION

Cardintel recognizes that Partners invest time and resources developing customer relationships.

Cardintel shall use commercially reasonable efforts to respect valid registered opportunities.

However, unless a separate written enterprise or channel agreement provides otherwise, Partner does not receive exclusive ownership of a customer, territory, industry, geographic market, or account.

Cardintel reserves the right to sell directly and through other Partners.

13. RECURRING CUSTOMER REVENUE

If a Partner is approved for recurring commissions, the applicable Partner Schedule shall identify:

eligible products;

commission percentage;

commission duration;

renewal eligibility;

cancellation treatment; and

any customer ownership requirements.

Unless expressly agreed otherwise, recurring commissions do not automatically continue indefinitely after termination of this Agreement.

14. PARTNER DISCOUNTS AND PRICING

Partner pricing is confidential.

Partner shall not publicly advertise confidential wholesale pricing unless authorized by Cardintel.

Cardintel may establish:

minimum advertised pricing;

volume pricing;

promotional pricing;

enterprise pricing;

special customer pricing;

Partner-tier pricing.

Cardintel may change future pricing upon reasonable notice.

15. INTELLECTUAL PROPERTY

Cardintel and its licensors retain all right, title, and interest in:

Cardintel trademarks;

logos;

product names;

software;

source code;

object code;

inventions;

patent rights;

patent applications;

designs;

specifications;

databases;

documentation;

graphics;

content;

trade secrets;

proprietary processes; and

other intellectual property.

Nothing in this Agreement transfers ownership of Cardintel intellectual property to Partner.

Partner receives only the limited rights expressly granted by this Agreement.

16. Cardintel™ Trademark

Cardintel grants Partner a limited, non-exclusive, non-transferable, revocable license to use approved Cardintel trademarks solely to market and sell authorized Cardintel Products during the term of this Agreement.

Partner shall:

use approved logos;

preserve trademark notices where required;

not alter Cardintel logos;

not register confusingly similar marks;

not use Cardintel trademarks as part of Partner’s corporate name;

not imply ownership of Cardintel trademarks.

Cardintel may revoke trademark authorization upon termination or misuse.

17. CONFIDENTIALITY

Partner shall protect Cardintel Confidential Information using at least reasonable care.

“Confidential Information” includes non-public:

pricing;

partner margins;

customer information;

sales data;

product roadmaps;

technical information;

software architecture;

source code;

product specifications;

manufacturing specifications;

business strategies;

marketing plans;

patent-related information;

inventions;

prototypes;

unreleased products;

security information;

credentials;

trade secrets;

financial information.

Confidential Information does not include information that Partner can demonstrate:

was publicly available without breach of this Agreement;

was lawfully known before disclosure;

was independently developed without use of Confidential Information; or

was lawfully obtained from a third party without confidentiality obligations.

Where legally compelled to disclose Confidential Information, Partner shall, where legally permitted, provide Cardintel reasonable advance notice.

18. DATA PROTECTION

Partner shall handle customer and personal information in compliance with applicable law and Cardintel’s applicable privacy and data-processing requirements.

Partner shall not sell, misuse, disclose, or improperly retain customer information obtained through Cardintel.

Partner shall promptly notify Cardintel of any known or reasonably suspected unauthorized access, disclosure, or security incident involving Cardintel customer information.

19. PROHIBITED CONDUCT

Partner shall not:

reverse engineer Cardintel software or technology;

copy proprietary Cardintel systems;

circumvent Cardintel security;

access systems without authorization;

misuse customer information;

make fraudulent transactions;

manipulate attribution;

submit false deal registrations;

impersonate Cardintel;

make unauthorized guarantees;

use Cardintel confidential information to develop a competing product where prohibited by applicable law;

sublicense Cardintel software unless expressly authorized.

Nothing in this section prohibits lawful competition or activities protected by applicable law.

20. SUBPARTNERS AND SALES REPRESENTATIVES

Partner may not appoint another reseller, agent, salesperson, or sub-distributor to represent Cardintel as an authorized Cardintel Partner without Cardintel’s approval where such approval is required by the Partner Program.

Partner remains responsible for its approved representatives and shall ensure they comply with applicable Cardintel requirements.

21. CUSTOMER SUPPORT

The applicable Partner tier will determine whether:

Cardintel provides direct customer support;

Partner provides first-line support;

Partner escalates technical issues to Cardintel;

dedicated support is available.

Partner shall not promise support levels or response times that Cardintel has not authorized.

22. TERM

This Agreement begins on the Effective Date and continues until terminated.

Either Party may terminate the Agreement upon written notice, subject to outstanding payment and customer obligations.

Cardintel may terminate immediately where permitted by law if Partner:

commits fraud;

materially misuses Cardintel intellectual property;

materially breaches confidentiality;

engages in unlawful conduct;

compromises Cardintel security;

materially harms Cardintel’s reputation;

or materially breaches this Agreement and fails to cure where a cure period applies.

23. EFFECT OF TERMINATION

Upon termination, Partner shall:

stop representing itself as a Cardintel Partner;

stop using Cardintel trademarks except as specifically authorized;

return or destroy confidential materials as requested;

cease unauthorized access to Cardintel systems;

pay outstanding amounts owed to Cardintel.

Accrued payment obligations, confidentiality obligations, intellectual-property protections, and other provisions intended to survive termination shall survive.

24. WARRANTIES AND DISCLAIMERS

Except as expressly provided in applicable Cardintel product documentation or written terms, Cardintel Products and services are provided subject to Cardintel’s applicable warranties and terms.

Partner shall not create additional warranties on behalf of Cardintel.

To the maximum extent permitted by applicable law, Cardintel disclaims implied warranties not expressly provided in writing.

25. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, neither Party shall be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from this Agreement, except where such limitation is prohibited by law or where liability arises from matters such as fraud, intentional misconduct, confidentiality violations, intellectual-property infringement, or unauthorized use of protected information.

Any additional limitation of liability should be reviewed and customized by Cardintel’s attorney.

26. INDEMNIFICATION

Partner shall be responsible for claims arising from Partner’s:

unauthorized representations;

unlawful conduct;

violation of applicable law;

misuse of Cardintel intellectual property;

misuse of customer information;

breach of this Agreement;

or acts or omissions of Partner’s personnel or approved representatives.

The Parties may establish additional reciprocal indemnification provisions in an applicable Partner Schedule.

27. NO EXCLUSIVITY

Unless expressly agreed in a separate written agreement, this Agreement is non-exclusive.

Cardintel may work with other Partners, distributors, resellers, manufacturers, and sales channels.

28. ASSIGNMENT

Partner may not assign this Agreement without Cardintel’s written consent, except where otherwise permitted by applicable law.

Cardintel may assign this Agreement in connection with a merger, acquisition, corporate restructuring, sale of substantially all relevant assets, or similar transaction.

29. CHANGES TO PARTNER PROGRAM

Cardintel may modify future Partner Program rules, benefits, pricing, tiers, and commission structures upon reasonable notice.

Changes shall not retroactively eliminate commissions already earned.

30. GOVERNING LAW

This Agreement shall be governed by the laws of the State of ____________, without regard to conflict-of-law principles, unless otherwise required by applicable law.

The Parties agree that any dispute-resolution, venue, arbitration, or court provisions should be completed and reviewed by legal counsel before execution.

31. ENTIRE AGREEMENT

This Agreement, together with applicable Partner Schedules, order forms, policies, and incorporated terms, constitutes the agreement between the Parties regarding the Cardintel Partner Program and supersedes prior written or oral agreements concerning the same subject matter.

Any amendment must be in writing or through an authorized electronic acceptance process.

Partner Information

Legal Business Name: __________________________________

Dba: ________________________________________________

Partner Type:

☐ Referral

☐ Sales

☐ Authorized Reseller

☐ Printing/Production

☐ Promotional Products

☐ Strategic

Authorized Representative: ____________________________

Title: _______________________________________________

Email: ______________________________________________

Signature: ___________________________________________

Date: _______________________________________________

Cardintel™

Authorized Representative: ____________________________

Title: _______________________________________________

Signature: ___________________________________________

Date: _______________________________________________

Cardintel™ Partner Program — Confidential Business Agreement

2. Mutual NDA

Cardintel™ Mutual Confidentiality And Non-Disclosure Agreement

This Mutual Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into by and between:

Cardintel™ / Cardintel Technologies LLC

(“Cardintel”)

and

Partner Legal Name: ______________________________

(“Partner”).

Cardintel and Partner may each be referred to as a “Party” and collectively as the “Parties.”

1. PURPOSE

The Parties wish to explore and/or conduct a potential or existing business relationship involving Cardintel™ products, services, technology, manufacturing, sales, distribution, marketing, partnerships, and related opportunities (“Purpose”).

In connection with the Purpose, each Party may disclose confidential information to the other.

The Parties therefore agree to protect such information under this Agreement.

2. CONFIDENTIAL INFORMATION

“Confidential Information” means non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether disclosed orally, electronically, visually, physically, digitally, or in writing.

Confidential Information may include:

business plans;

pricing;

wholesale pricing;

commissions;

margins;

customer information;

sales information;

marketing strategies;

product roadmaps;

product concepts;

prototypes;

designs;

specifications;

manufacturing information;

software;

source code;

object code;

APIs;

system architecture;

databases;

algorithms;

technical processes;

security information;

authentication information;

research;

inventions;

patent applications;

patent strategies;

trade secrets;

unreleased products;

financial information;

supplier information;

partner information;

forecasts;

contracts;

business methods;

other non-public information that reasonably should be understood to be confidential.

Information does not need to be marked “Confidential” to qualify if its confidential nature would reasonably be understood from the circumstances.

3. EXCLUSIONS

Confidential Information does not include information that the Receiving Party can demonstrate through contemporaneous records:

was publicly available without breach of this Agreement;

was lawfully known to the Receiving Party before disclosure;

was independently developed without use of the Disclosing Party’s Confidential Information; or

was lawfully received from a third party without a confidentiality obligation.

4. USE RESTRICTION

The Receiving Party shall use Confidential Information solely for the Purpose.

The Receiving Party shall not:

use Confidential Information for an unrelated commercial purpose;

sell Confidential Information;

disclose Confidential Information to unauthorized third parties;

use Confidential Information to improperly compete with the Disclosing Party;

copy Confidential Information except as reasonably necessary for the Purpose;

reverse engineer confidential technology except where expressly authorized in writing or otherwise permitted by applicable law.

5. REQUIRED LEVEL OF CARE

Each Receiving Party shall protect the other Party’s Confidential Information using at least reasonable care and no less care than it uses to protect its own confidential information of similar importance.

Access shall be limited to personnel, professional advisers, contractors, or representatives who:

have a legitimate need to know;

are informed of the confidential nature of the information; and

are bound by confidentiality obligations appropriate to the information.

The Receiving Party remains responsible for unauthorized disclosure by persons to whom it provides access.

6. CARDINTEL INTELLECTUAL PROPERTY

Nothing in this Agreement transfers ownership of any Cardintel intellectual property.

Cardintel retains all rights in its:

trademarks;

patent rights;

patent applications;

inventions;

software;

source code;

product designs;

technical systems;

databases;

trade secrets;

proprietary processes;

documentation;

and other intellectual property.

Similarly, Partner retains ownership of its pre-existing intellectual property.

7. NO LICENSE

Disclosure of Confidential Information does not grant the Receiving Party any:

patent license;

copyright license;

trademark license;

software license;

trade-secret license;

ownership interest;

commercialization right;

except where a separate written agreement expressly provides such rights.

8. PATENT-SENSITIVE INFORMATION

The Parties acknowledge that certain Cardintel information may relate to inventions, patent applications, patent strategies, product development, or technical improvements.

The Receiving Party agrees not to publicly disclose or intentionally misuse such information.

Nothing in this Agreement creates a promise that any particular disclosure will constitute a patent filing or preserve patent rights in every jurisdiction.

The Parties acknowledge that patent rights may be affected by public disclosure and agree to coordinate material public disclosures concerning potentially patentable Cardintel technology with the Disclosing Party where appropriate.

9. TRADE SECRETS

Confidential Information constituting a trade secret shall be protected for as long as it remains a trade secret under applicable law.

Other Confidential Information shall remain subject to this Agreement for the period specified below.

10. DURATION OF CONFIDENTIALITY

Unless otherwise required by law:

ordinary Confidential Information shall remain protected for five (5) years following disclosure or termination of the applicable business relationship, whichever is later;

trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

The Parties may establish a longer confidentiality period in a written amendment.

11. COMPULSORY DISCLOSURE

If the Receiving Party is legally required to disclose Confidential Information, it shall, where legally permitted:

promptly notify the Disclosing Party;

cooperate reasonably with efforts to obtain protective treatment; and

disclose only the portion legally required.

12. RETURN OR DESTRUCTION

Upon written request, the Receiving Party shall reasonably return or destroy Confidential Information, subject to:

legal retention requirements;

routine backup systems;

archival systems maintained for compliance purposes.

Confidentiality obligations continue to apply to retained information.

13. SECURITY

Each Party shall use reasonable administrative, technical, and physical safeguards to protect Confidential Information.

A Party shall promptly notify the other Party after discovering a material unauthorized disclosure, access, or security incident involving the other Party’s Confidential Information.

14. CUSTOMER AND PERSONAL INFORMATION

Where Confidential Information includes personal information, customer information, contact information, or other regulated information, the Receiving Party shall handle such information in accordance with applicable privacy and data-protection laws.

Neither Party shall sell or misuse personal information received from the other Party.

Additional data-processing terms may be required depending on the nature of the relationship.

15. NO PUBLICITY

Neither Party may publicly announce the existence or details of a confidential business relationship, partnership, product-development project, or transaction without the other Party’s prior written approval, except where disclosure is legally required.

Use of the other Party’s trademarks, logos, photographs, or names in marketing materials requires separate authorization unless otherwise agreed in writing.

16. NO OBLIGATION TO PROCEED

Nothing in this Agreement requires either Party to:

enter into a partnership;

purchase products;

sell products;

license technology;

invest money;

complete a transaction;

or continue discussions.

Any commercial relationship shall be governed by a separate agreement where appropriate.

17. NO WARRANTY OF INFORMATION

Confidential Information is provided for the Purpose.

Except as expressly stated in another written agreement, neither Party makes a warranty that Confidential Information is complete or accurate.

This provision does not limit liability for fraud or intentional misrepresentation where prohibited by law.

18. INJUNCTIVE RELIEF

The Parties acknowledge that unauthorized disclosure or misuse of Confidential Information may cause harm that may not be adequately compensated solely through monetary damages.

To the extent permitted by applicable law, the Disclosing Party may seek appropriate equitable or injunctive relief in response to an actual or threatened unauthorized disclosure.

19. NO REVERSE ENGINEERING

Except where prohibited from being restricted by applicable law, Partner shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, architecture, security mechanisms, or proprietary technical processes from Cardintel confidential technology or materials provided under this Agreement.

20. NO TRANSFER OF CUSTOMER OWNERSHIP

This NDA does not determine customer ownership, commissions, territories, reseller rights, or sales attribution.

Those matters shall be governed by the applicable Cardintel Partner Agreement or other commercial agreement.

21. TERM

This Agreement begins on the Effective Date and continues until terminated by either Party upon written notice.

Termination does not terminate confidentiality obligations applicable to information disclosed before termination.

22. GOVERNING LAW

This Agreement shall be governed by the laws of the State of ____________, without regard to conflict-of-law principles, subject to applicable federal law.

Any arbitration, venue, jurisdiction, or dispute-resolution provision should be completed with advice from legal counsel.

23. ENTIRE AGREEMENT

This Agreement constitutes the complete agreement between the Parties concerning confidentiality for the Purpose and supersedes prior confidentiality discussions concerning the same subject matter.

Any amendment must be in writing or through an authorized electronic acceptance process.

Signatures

Cardintel™

Legal Name: Cardintel Technologies LLC

Authorized Representative: ____________________________

Title: _______________________________________________

Signature: ___________________________________________

Date: _______________________________________________

Partner

Legal Name: __________________________________________

Business Name: _______________________________________

Authorized Representative: ____________________________

Title: _______________________________________________

Signature: ___________________________________________

Date: _______________________________________________

Cardintel™ Mutual Confidentiality And Non-Disclosure Agreement