Mutual Non-Disclosure and Affiliate Agreement

This Mutual Non-Disclosure and Affiliate Agreement ("Agreement") is entered into as of date of signing by and between Knowledge Gap Consulting, residing at 800 S Gay St P340, Knoxville, TN 37929 ("Knowledge Gap"), and the other party ("Affiliate"). Knowledge Gap and the Affiliate are collectively referred to as the "Parties" and individually as a "Party."

1. Definition of Confidential Information

"Confidential Information" refers to any data or information, oral or written, disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") that is not generally known to the public and is either identified as confidential or should reasonably be considered confidential under the circumstances. This includes, but is not limited to, business plans, strategies, financial information, marketing plans, customer lists, technical data, product ideas, and other proprietary information.

2. Obligations of Receiving Party

The Receiving Party agrees to:

a. Maintain the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.

b. Not disclose Confidential Information to any third party without prior written consent.

c. Use Confidential Information solely for evaluating or engaging in discussions regarding a potential business relationship between the Parties.

3. Exclusions from Confidential Information

Confidential Information does not include information that:

a. Becomes publicly known through no wrongful act of the Receiving Party.

b. Is already known to the Receiving Party at the time of disclosure without any confidentiality obligation.

c. Is rightfully received from a third party without breaching confidentiality obligations.

d. Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

e. Is disclosed pursuant to a judicial or governmental order, provided the Receiving Party takes reasonable steps to notify the Disclosing Party in advance.

4. Term and Termination

This Agreement remains in effect for two (2) years from the last disclosure of Confidential Information. Either Party may terminate this Agreement with thirty (30) days' written notice. Confidentiality obligations survive for two (2) years after termination.

5. No Grant of Rights

This Agreement does not grant any rights, by license or otherwise, to Confidential Information except as expressly stated herein.

6. No Warranty

All Confidential Information is provided "as is," without any express or implied warranties regarding its accuracy or performance.

7. Return of Materials

Upon termination, the Receiving Party must return or destroy all materials containing Confidential Information.

8. Governing Law

This Agreement is governed by the laws of the jurisdiction where the Disclosing Party is domiciled, without regard to conflict of law principles.

9. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior agreements, written or oral.

10. Amendments and Waivers

Any modifications must be in writing and signed by both Parties. No waiver of any breach shall be considered a waiver of subsequent breaches.

11. Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.

Affiliate Agreement Terms

12.1 Affiliate Relationship

The Affiliate agrees to promote and market the Velocity 360 CRM platform using ethical and professional methods. Knowledge Gap will provide necessary promotional materials, links, and other resources.

12.2 Compensation

Knowledge Gap agrees to pay the Affiliate a 10% commission on the monthly recurring revenue (MRR) for each referred customer’s first 12 months. If the Affiliate refers more than 12 new customers in a year, they will receive the 10% commission for those additional customers for an extra 12 months. This bonus payout stacks year over year for continued referrals.

12.3 Payment Terms

Commissions are paid monthly at the end of each month, subject to sales validation and any necessary invoice submission. Payments are made via direct deposit or PayPal.

12.4 Tracking and Attribution

Each Affiliate is assigned a unique tracking URL. Cookies last for 90 days. If a lead does not convert within 90 days, no commission will be paid unless otherwise agreed in writing. Knowledge Gap maintains and provides records of sales attributed to the Affiliate.

12.5 Resources and Tracking

Knowledge Gap provides the Affiliate with:

a. A unique tracking URL.

b. Marketing materials, such as banners, text links, and email templates.

c. Performance reports showing leads, conversions, and commissions.

12.6 Compliance

The Affiliate must comply with all applicable laws and refrain from false advertising, spam, or actions that could damage Knowledge Gap’s reputation.

12.7 Promotional Guidelines

a.Accurate Representation : The Affiliate must accurately represent Velocity 360 CRM and not make false or misleading claims.

b. Brand Compliance: The Affiliate must use the "Velocity 360" name and may not rebrand or white-label the CRM.

c.Marketing Materials: Only approved marketing materials may be used. Unauthorized use of the Velocity 360 CRM logo or branding requires written approval.

d.Ethical Conduct: Promotional activities must be conducted professionally and ethically.

12.8 Termination of Affiliate Agreement

Either Party may terminate the affiliate relationship with 30 days' written notice. Upon termination, the Affiliate must discontinue use of Knowledge Gap’s promotional materials and tracking links.

12.9 Escape Clause

Knowledge Gap may withhold or terminate affiliate payouts if the Affiliate:

(i) Is convicted of a crime,

(ii) Engages in illegal activity, or

(iii) Violates Knowledge Gap’s policies and guidelines.