MARKETING PARTNER AGREEMENT FOR DIRECT MARKETING
This agreement is between Overlord BMS, LLC, at Accra, Ghana a Limited Liability Company, located at Kwabenya Franco Estate, Accra Ghana, and marketing partner. The marketing partner wishes to enter into an affiliate relationship with Overlord BMS and to market Overlord BMS software and sell or facilitate sale of licenses to Overlord BMS software, consistent with terms of the agreement.

1.Responsibilities of Overlord BMS 1.1. Payments by Overlord BMS to the marketing partner Overlord BMS shall pay the marketing partner as described in this section of the agreement. Overlord BMS shall make all payments within 30 days after receiving payment from the customer that purchased Overlord BMS software, in a qualifying sale, as provided in this Section.

1.1.1. Determining the percentage of a commission payment for a qualifying sale A qualifying sale is a sale of a license to Overlord BMS software that was facilitated by the marketing partner or a sale of a license to Overlord BMS software that resulted from sole efforts of the marketing partner. For the qualifying sale that resulted from sole efforts of the marketing partner, Overlord BMS shall pay the marketing partner a 20% commission payment. For the qualifying sale that was facilitated by the marketing partner but did not result from sole efforts of the marketing partner, including a sale that involved a presentation by Overlord BMS to the purchaser, Overlord BMS shall pay the marketing partner a 10% commission payment.

1.1.2. Commission payment for the sale of a perpetual license For the qualifying sale of a perpetual license, Overlord BMS shall pay the marketing partner a commission payment that corresponds to the payment received from the purchaser, in the percentage determined in the manner provided in Section 1.1.1.

1.1.3. Commission payment for the sale of a subscription license to related purchasers A related purchaser is a purchaser that has an ongoing relationship with the marketing partner, such as a customer or client. Overlord BMS has the right to review the relationship of the marketing partner with the client. For the qualifying sale of a subscription license to a related purchaser, Overlord BMS shall pay the marketing partner a commission payment that corresponds to each payment received from the purchaser, in the percentage of 10% of the amount paid. Overlord BMS shall continue to make corresponding commission payments to the marketing partner as long as the related purchaser continues to make payments to Overlord BMS for the subscription license.

Notwithstanding the foregoing, Overlord BMS shall not be obligated to make a commission payment to the marketing partner whenever the related purchaser cancels the subscription license or otherwise fails to pay Overlord BMS for the subscription license.

1.1.4. Commission payment for the sale of a subscription license to unrelated purchasers For the qualifying sale of a subscription license, where the qualifying sale was made to a purchaser that is unrelated to the marketing partner, for the period of five years, Overlord BMS shall pay the marketing partner a commission payment that corresponds to each payment received from the purchaser, in the percentage of 10% of the amount paid. Overlord BMS shall continue to make corresponding commission payments to the marketing partner as long as the purchaser continues to make payments to Overlord BMS for the subscription license.

Notwithstanding the foregoing, Overlord BMS shall not be obligated to make a commission payment to the marketing partner whenever the purchaser cancels the subscription or otherwise fails to pay Overlord BMS for the subscription license.

1.2. Approval of contact with potential purchasers To avoid potential conflicts, including conflicts that may result from multiple marketing partners contacting the same potential purchaser, the marketing partner shall provide a list of potential purchasers that the marketing partners intends to contact for the purpose of marketing or selling Overlord BMS software, as provided in Section 2.2. This will be done easily on our affiliate dashboard.
Overlord BMS shall review and provide an approval for contacting non-conflicting potential purchasers in a timely manner. Overlord BMS shall have the sole discretion to disapprove contact with any non-conflicting potential purchaser, including potential purchasers previously approved for contact.

1.3. Marketing materials Overlord BMS shall provide the marketing partner with marketing and advertising materials as may be needed by the marketing partner to demonstrate Overlord BMS software to potential purchasers. Overlord BMS shall provide the marketing partner with access to a demo version online that is in active development. In terms of technical ability and functionality, the software demo given to the marketing partner shall be comparable to or the same as the software commercially offered for sale. Overlord BMS shall have the right to terminate the demo account of the marketing partner for any cause or without cause.

1.4. Technical support Overlord BMS shall provide technical support and any reasonable training required to install, configure, and use Overlord BMS software licenses to which the marketing partner plans to market or sell. Technical support includes tutorials, demonstrations showing installation and use of the software, and fixes to any technical issues or bugs. As may be reasonable, from time to time, Overlord BMS shall develop and provide to the marketing partner documentation that suitably describes installing, using, and troubleshooting Overlord BMS software.

1.4.1 On-boarding and Training Purchasers Overlord BMS shall provide on-boarding and training support based on the on-boarding package the marketing partner’s purchaser picked. If the marketing partner wants to on-board new purchasers and training them, the marketing partner must acquire a Overlord BMS consultant license for Overlord BMS. If the marketing partner wants to help a purchaser who selected self on-boarding during setup, it must be done at no extra cost and in consultation with Overlord BMS technical support. Each purchaser of with self on-boarding option has: a)1 Q&A call with Overlord BMS implementation expert b)Access to Overlord BMS Video library c)Access to Overlord BMS Help Center and email support d)Access to Overlord BMS “Getting Started with Overlord” Course

1.5. Licenses During the term of the agreement, Overlord BMS licenses Overlord BMS marks, identified below, to the marketing partner, for use in activities related to and consistent with the purpose of this agreement. According to the license, the marketing partner may use and display Overlord BMS marks, which are identified below, in a manner that is consistent with the overall look and feel of the marks, as they are used by Overlord BMS on its websites, including www.overlordbms.com as well as in various marketing materials that are made available by Overlord BMS. The license to Overlord BMS marks terminates with the termination of the agreement. The following Overlord BMS marks are licensed to the marketing partner: 1.Overlord BMS® 2.

2.Responsibilities of the marketing partner 2.1. Marketing and sales efforts The marketing partner shall make commercially reasonable efforts to market and sell Overlord BMS software.

2.2. Approval of contact with potential purchasers Prior to contacting potential purchasers in the efforts of marketing and selling Overlord BMS software, the marketing partner shall provide a list of the potential purchasers and request approval thereof from Overlord BMS, which Overlord BMS shall approve in the manner provided in Section 1.2.

2.3. Employees, agents, and other representatives of the marketing partner The marketing partner shall be responsible for all acts related to marketing or selling Overlord BMS software according to the agreement. The acts related to marketing or selling Overlord BMS software, which are performed by employees, agents, or contractors of the marketing partner and by other representatives or related entities acting under directives of the marketing partner, under the authority of the marketing partner, or for the benefit of the marketing partner shall be imputed to the marketing partner as if the marketing partner had performed those acts. All responsibilities of the marketing partner extend to employees, agents, or contractors of the marketing partner and by other representatives or related entities acting under directives of the marketing partner, under the authority of the marketing partner, or for the benefit of the marketing partner.

2.4. Representations about Overlord BMS software All of the representations made by the marketing partner in connection with Overlord BMS software shall be consistent with this agreement, with the marketing material or information publicly offered by Overlord BMS, including information available on Overlord BMS websites www.overlordbms.com, information and terms provided in the license(s) of Overlord BMS software, and information expressly provided to the marketing partner by Overlord BMS. If the marketing partner makes a representation that is inconsistent with or does not exist in the information that is publicly offered by Overlord BMS or specifically provided to the marketing partner by Overlord BMS, the marketing partner shall be responsible for all damages resulting therefrom and shall indemnify Overlord BMS therefor as provided in the agreement, unless the marketing partner receives an express written permission from Overlord BMS for making such representation.

2.5. Reporting and coordination Overlord BMS and the marketing partner shall coordinate marketing efforts in a commercially reasonable manner. The marketing partner shall report to Overlord BMS the list of prospective purchasers to which the marketing partner intends to market Overlord BMS software to avoid potential conflicts with marketing and sales efforts of Overlord BMS and other marketing partners and to properly allocate commission payments to all marketing partners.

2.6. No SPAM rule The marketing partner shall not engage in electronic SPAM or and SPAM-related activities in connection with Overlord BMS software. All emails sent by the marketing partner, which include any mention of Overlord BMS or linking (direct or indirect) to Overlord BMS software or any location that includes information about Overlord BMS or Overlord BMS software, must be fully compliant with all applicable law, including Ghana laws, such as the Can-Spam Act, and all foreign laws. The marketing partner shall be responsible for all damages and fines resulting from any SPAM or SPAM-related activities and shall indemnify Overlord BMS therefrom.

3.Licenses and intellectual property rights The marketing partner shall have a license to use intellectual property of Overlord BMS only as provided in the agreement. All licenses shall be terminated concurrently with the termination of the agreement.

4.Term of the agreement The term of the agreement will begin on the date of acceptance of this agreement by the marketing partner, as memorialized by the signature of the authorized representative of the marketing partner on the signature page. Or when the marketing partner sign ups to our online affiliate dashboard. Any party to the agreement may terminate the agreement upon 14-day notice of termination to the other party. Obligations of Overlord BMS under the Section 1.1 of the agreement shall survive termination of the agreement.

5.Indemnification Each party will indemnify and hold harmless the other in the event any act related to the agreement, which is performed by the indemnifying party, damages the other party or results in liability to the other party, including legal fees and all costs. If Overlord BMS is entitled to indemnification from the marketing partner, whether during the term of the agreement or after termination, Overlord BMS shall be entitled to withhold any commission payments owed by Overlord BMS to the marketing partner under Section 1.1 to cover or set-off the liability. If the amount of the liability shall be estimated using commercially reasonable methods, if not known.

6.Choice of law, choice of forum, and arbitration of certain disagreements The agreement is governed by the laws of Ghana. Except otherwise provided in this Section, all disputes arising from or related to the agreement shall be resolved in accordance with the relevant laws of the Ghana, without regard to conflicts of laws principles, and in a court of competent jurisdiction in the Ghana, Accra. The parties shall try to settle any dispute arising out of the agreement through friendly consultations. If the dispute cannot be settled by consultations, all disputes related to accounting or apportionment of commission payments shall be submitted to arbitration, except as otherwise provided in Section 5. If the parties cannot resolve a dispute related to the relationship of the marketing partner to the purchaser, such as whether the purchaser is a related or an unrelated purchaser, or corresponding accounting of the commission payments, the dispute shall be submitted to arbitration.

Before submitting a dispute to arbitration, a party must send a notice of disagreement to the other party. The notice of disagreement must describe in sufficient detail the reasons for impending arbitration. The party receiving the notice of disagreement has 30 days to respond to the notice. To the extent that this agreement requires the parties to submit a dispute to arbitration, the parties waive their right to a jury trial.

7.Legal fees Except as otherwise provided in Section 5, each party shall be responsible for its legal fees and other costs related to or arising from the agreement.