# White-Label / Reseller Agreement > **DRAFT — not legal advice.** This template was prepared from industry norms for > ngnsimulation's white-label/reseller partners and must be reviewed and finalized by qualified > Alberta counsel before execution. Bracketed `[…]` items are to be completed; commercial terms > (fees, territory, term) are set in the Order Form / cover page. This White-Label / Reseller Agreement (the **"Agreement"**) is between **[REGISTERED LEGAL NAME]** (**"Provider"**, "we", "us") and the partner identified on the Order Form (**"Partner"**, "you"). It governs your right to market, resell, and/or white-label the Provider products (the **"Products"**) to your customers (**"End Users"**). ## 1. Appointment & licence 1.1 Subject to this Agreement, we grant you a **non-exclusive, non-transferable, revocable** right in the **Territory** (Order Form) to market and resell access to the Products and, where the Order Form specifies white-label rights, to present them under your branding ("**Rebranding**"). 1.2 You have no right to the Products' source code, models, or underlying technology, and obtain no ownership rights. All rights not expressly granted are reserved. ## 2. Branding & intellectual property 2.1 We own all right, title, and interest in the Products, including the UI, API, algorithms, content, and all related intellectual property, end-to-end. 2.2 Where Rebranding is permitted, we grant you a limited licence to apply your trademarks to the agreed surfaces, and you grant us a limited licence to use your marks solely to configure and deliver the white-labeled Products. Each party retains ownership of its own marks. Use of the other party's marks must follow that party's reasonable guidelines. 2.3 You will not remove or obscure our or third parties' notices except as expressly permitted by the Rebranding configuration. ## 3. Your obligations You will: - Market the Products lawfully and accurately, making no representations or warranties about the Products beyond those we authorize in writing; - Bind every End User to terms **at least as protective of us** as our [Terms of Service] and [Acceptable Use Policy], and to a privacy notice consistent with our [Privacy Policy]; - Provide first-line support to your End Users (we provide [agreed] back-line support); - Not reverse engineer, resell outside the Territory, or sublicense except as permitted; - Comply with all applicable laws, including export, anti-spam (**CASL**), and data protection laws. ## 4. Data protection 4.1 With respect to End User personal information, the parties' roles are as set out in the **Data Processing Addendum** ("DPA") at **/legal/dpa**, which is incorporated by reference. Where you determine the purposes and means of Processing for your End Users, you are the Controller and we act as your Processor; where we sub-process on behalf of your customer, the flow-down terms of the DPA apply. 4.2 You are responsible for any notices and consents required from End Users for the Processing. ## 5. Fees & payment 5.1 Fees, billing, and revenue terms are set out in the Order Form. Unless stated otherwise, fees are exclusive of taxes, payable within **[30] days** of invoice. 5.2 You set your own resale prices to End Users unless the Order Form provides otherwise; you are responsible for your own billing and collection from End Users. ## 6. Service levels & support Availability and support commitments, if any, are described in **[the SLA / Order Form]**. We may update the Products; we will give reasonable notice of materially adverse changes. ## 7. Warranties & disclaimers Except as expressly stated in this Agreement or an Order Form, the Products are provided **"as is"** and we disclaim all implied warranties to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, and non-infringement. The Products are **educational tools** and we make no guarantee of any examination result or licensure outcome. ## 8. Indemnification 8.1 We will defend you against third-party claims that the Products, used as permitted, infringe a Canadian intellectual property right, and indemnify you for resulting damages finally awarded, subject to the limitations below and standard exclusions (e.g., Rebranding, combinations, modifications, or use outside this Agreement). 8.2 You will defend and indemnify us against claims arising from your marketing, your End User relationships and terms, your Rebranding, or your breach of this Agreement or applicable law. ## 9. Limitation of liability To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, and each party's total liability arising out of or related to this Agreement will not exceed the **fees paid or payable under the Order Form in the [12] months** preceding the claim. These limits do not apply to a party's indemnity obligations, breach of confidentiality, or infringement of the other party's intellectual property. ## 10. Confidentiality Each party will protect the other's Confidential Information with reasonable care and use it only to perform this Agreement, excluding information that is public, independently developed, or rightfully received from a third party. ## 11. Term & termination 11.1 This Agreement runs for the term on the Order Form and renews as stated there. 11.2 Either party may terminate for material breach not cured within **[30] days** of notice, or immediately on the other's insolvency. 11.3 On termination: your licences and rights cease; you will stop marketing and Rebranding the Products and remove our marks; existing End User subscriptions will be **[wound down / transitioned as specified]**; and each party will return or destroy the other's Confidential Information. Sections that by their nature survive (IP, confidentiality, disclaimers, liability, governing law) survive termination. ## 12. General 12.1 **Governing law.** This Agreement is governed by the law of the **Province of Alberta and the federal laws of Canada applicable therein**, and the parties submit to the courts of Alberta. 12.2 **Independent contractors.** The parties are independent contractors; this Agreement creates no partnership, agency, or joint venture, and you may not bind us. 12.3 **Assignment.** Neither party may assign without the other's consent, except to a successor in connection with a merger or sale of substantially all assets. 12.4 **Entire agreement.** This Agreement and its Order Form(s) and incorporated policies are the entire agreement and supersede prior understandings on the subject. --- **Order Form (to be completed):** Partner legal name · Territory · White-label rights (Y/N) · Products · Fees & revenue share · Term & renewal · Support/SLA · Authorized contacts · Signatures.