# CGA Creative ยท Channel Partner Agreement Effective date: the date the partner submits the application at `cgacreative.com/partners/apply` and checks the agreement box. This agreement governs the relationship between CGA Creative (referred to as "CGA") and the person submitting the application (referred to as "Partner"). Either party can request a separate written agreement that supersedes this one; absent that, this document governs. --- ## 1. Partner Compensation 1.1 **Rate.** Partner earns 30% of every dollar CGA collects from clients Partner sources, for as long as those clients remain active CGA accounts. 1.2 **Applies to.** Both the one-time install fee and the recurring monthly retainer charged by CGA to the sourced client. 1.3 **Excludes.** Partner share does not apply to: (a) CGA revenue from clients Partner did not source, (b) speaking fees or advisory engagements CGA takes separately, (c) CGA revenue from a pre-existing relationship with the client that predates Partner's introduction. 1.4 **Currency.** All amounts in US Dollars. --- ## 2. Attribution 2.1 **Credit rule.** The partner who runs the first scoping call with a prospect receives attribution for that prospect. An email or text introduction alone does not establish attribution. 2.2 **Conflict resolution.** If two partners claim the same prospect, CGA will review scoping call records and attribute to whichever partner first engaged the prospect in a meaningful working conversation. CGA's determination is final. 2.3 **Attribution locks at first payment.** Once CGA receives first payment from a sourced client, attribution is locked to the attributed partner for the lifetime of that client relationship. --- ## 3. Payment 3.1 **Cadence.** Monthly reconciliation. Payments issued within 15 calendar days of the end of each month. 3.2 **Method.** ACH direct deposit or business check, Partner's choice at onboarding. 3.3 **Threshold.** CGA will accumulate earned amounts and pay when the total exceeds $100 or at each calendar quarter, whichever comes first. This avoids transaction fees on small amounts. 3.4 **W-9 required before first payout.** Partner must provide a completed IRS Form W-9 before the first payment is issued. CGA will issue a 1099-NEC at year end if total earnings cross the IRS threshold (currently $600/year). 3.5 **No clawbacks.** Amounts already paid to Partner are not refundable to CGA under any circumstance, including client cancellation, dispute, or refund. --- ## 4. Scope of Partner Role 4.1 **Partner activities.** Partner is expected to: identify prospects in their network, introduce the prospect to CGA, run the initial scoping conversation using the Command Center tools CGA provides, stay involved through close, and optionally maintain the ongoing relationship. 4.2 **CGA activities.** CGA builds, delivers, and supports the tools. CGA maintains the scoping assistant, pricing, templates, and technical infrastructure. CGA approves or declines each proposed engagement. 4.3 **CGA decline right.** CGA reserves the right to decline any prospect for any reason. Declined prospects do not count against Partner's standing and have no effect on Partner's earnings from other clients. 4.4 **No signing authority.** Partner does not have authority to sign contracts on behalf of CGA, quote pricing outside the tier structure published in `docs/channel-partner-economics.md`, or make commitments CGA has not approved. --- ## 5. Representation and Conduct 5.1 **No misrepresentation.** Partner agrees to represent CGA's capabilities, pricing, and timelines accurately. The Command Center provided to Partner contains rehearsed answers, pricing tiers, and scope guidelines that keep pitches within accurate bounds. 5.2 **Confidentiality.** If Partner learns confidential information about a prospect during a scoping conversation, Partner must treat it confidentially. Partner does not receive access to other clients' data. 5.3 **No competing arrangements.** Partner agrees not to simultaneously represent a direct competitor of CGA while active as a CGA partner. "Direct competitor" means another firm that builds custom AI tools on the same or similar impact-based pricing model for the same industries CGA serves. 5.4 **Brand.** Partner may describe themselves as a "CGA Creative Partner" or "CGA Creative Channel Partner" in external communications. Partner may not use CGA's logo, brand name, or materials outside the Command Center without written permission for the specific use. --- ## 6. Exclusivity and Territory 6.1 **No exclusivity either direction.** CGA does not grant Partner exclusive territories, industries, or prospects. Partner does not commit to any minimums or quotas. 6.2 **Multiple partners possible.** CGA may accept multiple partners in overlapping industries or territories. Attribution rules in Section 2 govern any conflicts. --- ## 7. Term and Termination 7.1 **Term.** This agreement begins on the effective date and continues until terminated by either party. 7.2 **Termination.** Either party may terminate this agreement with 30 days written notice (email is sufficient). No cause is required. 7.3 **Surviving obligations.** After termination, CGA continues to pay Partner's earned share on clients Partner previously sourced, for as long as those clients remain active. Termination does not end the payment obligation for already-attributed clients. 7.4 **Termination for cause.** Either party may terminate immediately if the other party materially breaches this agreement and fails to cure the breach within 14 days of written notice. --- ## 8. Independent Contractor Status 8.1 Partner is an independent contractor, not an employee, agent, or joint venturer of CGA. Partner is responsible for their own taxes, insurance, and business expenses. 8.2 Partner has no authority to bind CGA to any agreement or make representations on CGA's behalf beyond the scope described in this agreement. --- ## 9. Limitation of Liability and Warranty Disclaimer 9.1 **As-is program.** CGA provides the partner program, Command Center, and supporting materials as-is, without warranty of any kind. CGA does not guarantee that any Partner will earn any specific amount. 9.2 **Liability cap.** CGA's total liability to Partner under this agreement is capped at the amount CGA has paid Partner in the 12 months preceding the claim. Neither party is liable for indirect, consequential, or punitive damages. --- ## 10. Modifications 10.1 CGA may update the partner program terms (including the partner share percentage, tier pricing, or attribution rules) with 30 days notice to active partners. Updates apply to new client attributions after the effective date. Already-attributed clients continue under the terms in effect at their attribution date. 10.2 Changes to this agreement will be posted at `cgacreative.com/docs/partner-agreement` and communicated to active partners via email. --- ## 11. Governing Law 11.1 This agreement is governed by the laws of the Commonwealth of Massachusetts, United States, without regard to conflict of law principles. Disputes will be resolved in state or federal courts located in Massachusetts. --- ## 12. Entire Agreement 12.1 This agreement, together with the terms summary in the Partner Application form, constitutes the entire agreement between CGA and Partner regarding the partner program. It supersedes any prior oral or written communications on the same subject. 12.2 If a separate written agreement is executed between CGA and Partner, that separate agreement governs to the extent of any conflict. --- ## Contact Questions about this agreement: `archervideo@gmail.com` or through `cgacreative.com/connect`. --- *Last revised: 2026-04-24.*