**Partnership Agreement**

**Effective Date:** ___ [Date] ___  
**Issued by:** **Midas Technologies LLC** and **[Partner Company/Individual Name]**  

This Partnership Agreement (“Agreement”) is made and entered into by and between **Midas Technologies LLC** (the “Company”), with its principal place of business at [Business Address], and **[Partner Name]** (the “Partner”), with its principal place of business at [Partner’s Business Address]. Together, the Company and the Partner are referred to as the “Parties.”

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### 1. **Purpose and Scope of Partnership**
   - **Purpose**: The purpose of this Agreement is to establish a partnership between the Company and the Partner to [specific purpose, e.g., develop joint technology, share resources, enhance market presence].
   - **Scope**: This Agreement outlines the responsibilities, revenue-sharing arrangement, intellectual property rights, and other obligations to achieve the partnership's goals effectively.

### 2. **Roles and Responsibilities**
   - **Company’s Role**: Midas Technologies LLC agrees to provide [details of resources, technology, expertise, or support the Company will contribute].
   - **Partner’s Role**: The Partner agrees to contribute [details of resources, technology, market access, or expertise the Partner will provide].
   - **Decision-Making**: Major decisions impacting the partnership’s goals and financial outcomes shall be made jointly, with each Party having equal say unless otherwise specified.

### 3. **Revenue Sharing and Financial Contributions**
   - **Revenue Sharing**: Net profits generated from this partnership will be shared between the Parties based on the following percentages: ___% to Midas Technologies LLC and ___% to [Partner Name].
   - **Initial Contributions**: Each Party agrees to bear its respective costs for fulfilling the responsibilities outlined in this Agreement, unless otherwise agreed in writing.
   - **Additional Funding**: If additional funding is required to achieve the partnership’s objectives, contributions shall be discussed and agreed upon by both Parties in writing.

### 4. **Intellectual Property (IP) Rights**
   - **Existing IP**: Each Party retains sole ownership of all intellectual property and proprietary information it held prior to entering this Agreement.
   - **Jointly Developed IP**: Any IP jointly developed through the partnership will be co-owned by both Parties, with equal rights to use and commercialize the jointly developed IP, unless otherwise agreed.
   - **Licensing Rights**: Each Party grants the other a non-exclusive, royalty-free license to use its pre-existing IP solely for the purpose of fulfilling the objectives of this partnership. This license shall terminate upon termination of this Agreement.

### 5. **Confidentiality and Non-Disclosure**
   - **Confidential Information**: Both Parties agree to keep confidential all proprietary and sensitive information shared in the course of the partnership, including but not limited to business strategies, trade secrets, client lists, and technical know-how.
   - **Non-Disclosure Obligations**: Confidential information must not be disclosed to any third parties without the prior written consent of the disclosing Party. This obligation survives the termination of this Agreement.
   - **Return of Materials**: Upon termination, each Party will return or destroy all confidential information belonging to the other Party.

### 6. **Non-Compete and Non-Solicitation**
   - **Non-Compete**: During the term of this Agreement and for a period of **[1-2 years]** following termination, neither Party shall engage in any activities that directly compete with the purpose of this partnership within the specified markets, without prior written consent from the other Party.
   - **Non-Solicitation**: Neither Party shall solicit or hire employees, contractors, or clients of the other Party during the term of this Agreement and for **[1-2 years]** thereafter, unless mutually agreed.

### 7. **Term and Termination**
   - **Term**: This Agreement shall be effective as of the date first written above and shall continue for a period of ___ [Term Length, e.g., 2 years], unless terminated earlier as provided herein.
   - **Termination for Cause**: Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material term and fails to cure such breach within 30 days of receiving notice.
   - **Termination by Mutual Agreement**: This Agreement may also be terminated by mutual consent of both Parties.

### 8. **Dispute Resolution**
   - **Good Faith Negotiation**: The Parties agree to attempt to resolve any disputes arising from this Agreement through good-faith negotiations.
   - **Mediation/Arbitration**: If a dispute cannot be resolved through negotiation, the Parties agree to seek resolution through [mediation/arbitration] before resorting to litigation.
   - **Governing Law and Jurisdiction**: This Agreement shall be governed by the laws of the State of [Your State], and any disputes shall be resolved in the courts located within [Your State].

### 9. **Amendments**
   - **Written Amendments Only**: Any amendments or modifications to this Agreement must be in writing and signed by both Parties. Verbal agreements are not binding.

### 10. **Entire Agreement**
   - This Agreement represents the entire understanding between the Parties regarding the partnership and supersedes all prior agreements, communications, and understandings, whether written or oral.

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**Signatures:**

**Midas Technologies LLC:**  
By: ___ [Authorized Representative Name] ___  
Title: ___________________________  
Signature: ___________________________  
Date: ___

**Partner:**  
By: ___ [Partner’s Name] ___  
Title: ___________________________  
Signature: ___________________________  
Date: ___

