Partnership Agreements for Digital Health Startups (With Lead-Gen, Privacy, and HIPAA in Mind)

Published: August 6, 2025 • Free Templates

Contents

🩺 Why Digital Health Partnerships Need Special Treatment

Digital health startups rarely go to market alone. Common patterns:

A product owner (the startup that built the platform/app/device), and
A partner that brings complementary products, a customer list, or a strong sales channel (e.g., lead-generation, resellers, or professional services firms who introduce patients or healthcare organizations).

On paper, that looks like any tech GTM alliance. In practice, once you touch protected health information (PHI), clinical workflows, or regulated providers, the deal stops being “just a referral agreement.”

A well-structured partnership agreement has to:

Allocate regulatory roles (covered entity / business associate / subcontractor).
Align with NDAs, Business Associate Agreements (BAAs), and any Data Processing Agreements (DPAs).
Protect IP and data rights while enabling marketing and cross-promotion.
Make sure the financial model doesn’t accidentally create regulatory problems.

🤝 Common Digital Health Partnership Models

You’ll see a few recurring structures between a product owner and a channel/lead partner:

Model	What the Partner Does	Typical Revenue Flow	Key Contract Touchpoints
Referral / lead-gen	Introduces qualified leads; no contracting or billing	Referral fees, success fees, or flat “per lead”	Anti-kickback risk, PHI access, marketing claims
Reseller	Sells licenses/services directly, may invoice customers	Discount + markup; revenue share	Pricing control, collections, support obligations
Co-marketing / co-sell	Joint campaigns, events, content; intros handled jointly	Co-funded marketing or shared pipelines	Brand use, content approvals, lead ownership
White-label / OEM	Rebrands product, embeds into its own offering	Wholesale pricing; rev share	IP, branding, roadmap control, support
Services implementation	Provides implementation, training, or managed services	Services fees, sometimes rev share	Professional services SOWs, liability allocation

Most real-world deals mix several elements. Your agreement should clearly label which model(s) apply and where the boundaries are.

🔐 Regulatory and Privacy Issues to Map Before Drafting

Before you write a single clause, get clarity on:

🧩 Who is the covered entity and who is the business associate?

In U.S. healthcare:

Covered entities (CEs) are typically providers, plans, or clearinghouses.
Business associates (BAs) perform services for/with a CE involving PHI.
Subcontractors of a BA that handle PHI can themselves be treated as BAs.

Questions to answer up front:

Will the partner ever see PHI? Or only de-identified / aggregated data?
Does the partner log into the product to manage patient or customer records?
Is the partner itself a provider (e.g., clinic, telehealth practice) using the product with its own patients?

The answers determine whether you need:

A Business Associate Agreement (BAA) between product owner and partner;
A BAA between product owner and end customer only; or
No BAA (for purely de-identified / non-health use cases).

🧾 NDAs, BAAs, DPAs: How They Interlock

For digital health alliances, you will often have:

An NDA: protects confidential information during discussions and early collaboration.
A Partnership / Distribution Agreement: sets commercial, IP, and operational terms.
A BAA and/or DPA: governs PHI / personal data processing, security, and breach obligations.

The partnership agreement should:

Reference the NDA (and eventually supersede/merge certain confidentiality obligations).
Incorporate or attach a BAA where PHI will be handled.
Avoid contradictions between the main agreement and the BAA/DPA (e.g., on security standards or breach notice periods).

⚖️ Other compliance flags

Depending on the arrangement and the parties, you may also need to think about:

Restrictions on fee-splitting and kickbacks in healthcare referrals.
State privacy laws (e.g., consumer health data laws, state medical privacy statutes).
Marketing rules around endorsements, patient testimonials, and clinical claims.

The partnership agreement is not a substitute for a full regulatory analysis, but it can allocate who is responsible for what.

🧱 Structuring the Deal: Key Questions

Before you finalize the agreement:

What exactly does each party contribute?
- Product, branding, regulatory approvals, licenses, data, salesforce, etc.
Who owns the customer relationship?
- Who signs the contract with the clinic/hospital/patient?
- Who invoices and collects payment?
How will data flow?
- Does PHI pass between the parties? In which direction?
- Are any analytics or AI training uses contemplated?
How are risks allocated?
- Security breaches, misdiagnosis or clinical reliance, regulatory fines, IP infringement.
How easily can the parties unwind the partnership?
- What happens to active customers, data, and branding at termination?

Your answers inform the “must-have” clauses.

📄 Must-Have Clauses in a Digital Health Partnership Agreement

Below are the core sections you’ll want, with drafting tips tailored to digital health and lead-gen.

🏷 Parties, Purpose, and Definitions

Parties: Identify whether each is a provider, health-tech vendor, marketing agency, or other.
Purpose: Frame the collaboration clearly (e.g., lead generation and referral, co-marketing, or reselling of a specified product suite).
Definitions: Include terms like “Protected Health Information (PHI),” “Customer,” “Lead,” “Qualified Lead,” “Services,” “Covered Entity,” and “Business Associate,” as applicable.

Tip: Use precise definitions for “Lead” and “Qualified Lead” to avoid fights over compensation.

📦 Scope of Services and Territory

Describe what the partner does: marketing, outreach, demos, onboarding, implementation.
Spell out any geographical or vertical focus (e.g., U.S. hospitals only, behavioral health clinics, employer plans).
Clarify if the partner can bring in additional products or services and under what conditions.

Tip: If the partner is allowed to “bring additional products,” tie that to a formal approval or listing process and specify who owns the IP and data for those extras.

👤 Customer and Data Ownership

Key questions:

Who is the “owner” of the customer relationship?
Who controls account terms, renewals, and pricing?
Who can contact the customer after termination?

Typical structure:

The product owner owns the platform and customer account, even if the partner sourced the lead.
The partner may retain rights to non-PHI contact lists, sales notes, and generic marketing data.

You can reflect this in a table inside the agreement:

Asset / Relationship	Default Owner	Partner Rights
Customer contract	Product owner or provider	Referral/reseller fees per agreement
PHI in the platform	Customer / covered entity	Access only as necessary under agreement/BAA
De-identified analytics/usage metrics	Product owner (often)	Limited license to use for reporting/marketing
Lead lists generated by partner	Typically partner	Grant product owner license to contact leads

🧬 Regulatory Roles and Compliance (HIPAA / Privacy)

Include a dedicated section on regulatory compliance:

Confirm the parties’ understanding of their roles (CE/BA/subcontractor) when applicable.
Incorporate a BAA if any party qualifies as a BA with respect to PHI: “To the extent Partner accesses, receives, maintains, or transmits PHI on behalf of Company or Customers, the parties shall enter into a Business Associate Agreement substantially in the form attached as Exhibit B, which is hereby incorporated by reference.”
Require each party to:
- Maintain written policies and safeguards appropriate to PHI and other personal data.
- Comply with applicable laws (HIPAA, state medical/privacy laws, consumer protection rules).
- Notify the other party promptly of any suspected breach or security incident affecting shared data.

Tip: Align breach notification timelines here with your BAA/DPA so you don’t create conflicting deadlines.

🛡 Confidentiality and NDAs

The partnership agreement should either:

Contain robust confidentiality language directly, or
Expressly incorporate and supersede an earlier NDA.

Points to cover:

Treatment of PHI and other sensitive clinical information as Confidential Information with heightened protections.
Exceptions for disclosures required by law or to regulators.
Permit internal sharing on a need-to-know basis and with subcontractors bound by similar obligations.

Tip: Explicitly state how this confidentiality regime co-exists with the BAA; you don’t want the NDA to silently dilute the stricter HIPAA protections.

📊 Data Use, Analytics, and AI

Digital health partnerships often involve data beyond PHI:

Usage metrics (logins, session length, feature adoption).
Performance metrics (clinical outcomes, readmission rates, adherence).
Behavioral or marketing data.

Clarify:

Whether the product owner may use de-identified or aggregated data for analytics, product improvement, and AI model training.
Whether the partner can access dashboards or reports, and what they can do with them.
Any restrictions on re-identification.

Sample concept:

“Company may use and disclose De-Identified Data derived from Customer Data for analytics, benchmarking, product improvement, and research, provided that such De-Identified Data does not identify Company’s Customers or any individual.”

📣 Marketing, Brand Use, and Statements

Because one party is generating leads, marketing terms matter:

Allow each party to use the other’s name and logo in approved marketing materials, subject to brand guidelines.
Require prior written approval for clinical claims, outcome statistics, or endorsements.
Address patient stories/testimonials and ensure necessary consents are obtained.

Tip: Include a simple approval workflow: “silence for X business days = deemed approved,” or you’ll get bottlenecked.

💸 Compensation and Payment

Align the financial model with compliance:

For referral-type arrangements, define:
- When a fee is earned (e.g., upon contract signature, upon first payment, after minimum term).
- When it is paid (e.g., within 30 days of Company’s receipt of funds).
- Whether it is recurring and for how long.
For resellers, include:
- Wholesale pricing and permitted markups.
- Who can discount and within what band.
- Currency, taxes, and handling of refunds/chargebacks.

Tip: Especially in healthcare, keep an eye on structures that look like “pay for referrals of patients” and make sure they’re vetted for applicable anti-kickback / fee-splitting restrictions.

🧠 IP Ownership and Licenses

Separate:

Background IP: pre-existing software, algorithms, branding, know-how.
Developed IP: anything created under the partnership (e.g., integrations, co-branded modules).

Structure:

Each party retains its background IP.
Developed IP can be:
- Owned by one party with a license to the other, or
- Jointly owned with clearly defined use rights.

Also ensure:

The partner may not reverse engineer or create competing products using confidential information or access to the platform.
Any content contributed by the partner (e.g., care pathways, educational materials) has a clear license for use within the product.

🖥 Security and Technical Integration

Include specific commitments around:

Minimum security controls (encryption, access management, logging, etc.).
Responsibility for protecting credentials and devices.
Support and uptime commitments (or cross-reference an SLA).
Change management and integration testing when APIs or workflows change.

Tip: If the partner builds or hosts any component that touches PHI, require security standards aligned with the product owner’s or customer’s baseline.

🧾 Records, Audit Rights, and Reporting

Where PHI or regulated activities are involved:

Give the appropriate party limited audit rights (e.g., document review, SOC reports) to verify compliance.
Define reporting obligations (lead reports, conversion metrics, incident logs).

Balance is key: you want sufficient oversight without turning a startup partnership into a full-blown vendor audit program from day one.

🚪 Term, Termination, and Exit

Clarify:

Initial term and renewal mechanics.
Termination for cause (breach, regulatory issues, data/security incidents).
Termination for convenience (with a notice period).

Critically, address what happens at exit:

Handling of active customers and renewals.
Wind-down period where partner can still be compensated on existing contracts.
Return or destruction of PHI and other confidential information.
Removal of branding and access credentials.

⚖️ Indemnity, Limitations, and Insurance

In healthcare, risk allocation matters:

Separate indemnities for:
- IP infringement.
- Data breaches / security incidents.
- Misrepresentations or improper marketing claims by the partner.
Include reasonable caps and exclusions, but consider higher caps for PHI breaches or regulatory fines.
Require certain insurance (e.g., professional liability, cyber/privacy liability) with minimum limits and certificates upon request.

🧩 Coordinating the Partnership Agreement with NDAs and BAAs

A clean way to stack documents:

NDA for early discussions and pre-contract sharing of sensitive information.
Partnership Agreement that:
- Replaces or incorporates the NDA’s confidentiality terms;
- References and incorporates the BAA when PHI is involved;
- Aligns incident response, audit, and security standards with the BAA.

Within the Partnership Agreement, add a short clause confirming that if there’s a conflict between:

The BAA and the main agreement on PHI handling, the BAA controls for PHI.
The main agreement and NDA on non-PHI confidential information, the main agreement controls.

🛠 Practical Drafting Tips for Digital Health Partnerships

Map data flows visually before drafting. Then mirror that diagram in the “Data Use and Privacy” section.
Draft a one-page term sheet first (scope, data flows, money, exit) and have business stakeholders agree to it before you write full language.
Keep lead/compensation formulas simple enough that a non-lawyer can verify them in a spreadsheet.
Build in a regular “governance” call or meeting cadence (e.g., quarterly check-in) to adjust marketing messaging and workflows as regulations, products, and markets evolve.

📑 Free Template: Digital Health Partnership and Lead-Generation Agreement

Below is a condensed sample template that incorporates the concepts above. It’s designed for a scenario where:

A Product Owner provides a digital health platform or service; and
A Partner generates leads, may provide complementary products, and may participate in co-marketing.

You’ll still want to customize language, expand where necessary, and attach a separate BAA where PHI is involved.

DIGITAL HEALTH PARTNERSHIP AND LEAD-GENERATION AGREEMENT

This Digital Health Partnership and Lead-Generation Agreement (“Agreement”) is entered into as of [Date] (“Effective Date”) by and between:

[Company Name], a [State] [entity type] with its principal place of business at [Address] (“Company” or “Product Owner”); and

[Partner Name], a [State] [entity type] with its principal place of business at [Address] (“Partner”).

Company and Partner are sometimes referred to individually as a “Party” and collectively as the “Parties.”

1. PURPOSE AND SCOPE

1.1 Purpose. Company provides the digital health products and services described in Exhibit A (the “Company Offering”). Partner desires to promote the Company Offering and, where applicable, complementary products or services, and to generate qualified customer leads and/or resell the Company Offering, all subject to the terms of this Agreement.

1.2 Scope of Collaboration. The Parties will collaborate in the field of [e.g., telehealth, remote monitoring, behavioral health, employer wellness programs] to:
(a) promote the Company Offering to prospective customers in the Territory;
(b) generate and qualify customer leads; and
(c) engage in co-marketing, referral, and/or reselling activities as further described in this Agreement and Exhibit A.

1.3 Territory. The geographic scope of this Agreement is [describe Territory] (the “Territory”).

2. DEFINITIONS

2.1 “Customer” means an end user, clinic, provider, payor, or other organization that contracts for the Company Offering as a result of the activities contemplated under this Agreement.

2.2 “Lead” means a prospective Customer identified by Partner and submitted to Company in accordance with this Agreement.

2.3 “Qualified Lead” means a Lead that meets the criteria set forth in Exhibit B.

2.4 “Customer Data” means data relating to Customers and their use of the Company Offering, including PHI where applicable.

2.5 “Protected Health Information” or “PHI” has the meaning given in applicable healthcare privacy laws (e.g., HIPAA) to the extent such laws apply to the Parties’ activities under this Agreement.

2.6 “De-Identified Data” means data derived from Customer Data that has been de-identified in accordance with applicable law such that it cannot reasonably be used to identify an individual.

Additional defined terms may be set forth elsewhere in this Agreement.

3. PARTNER ACTIVITIES

3.1 Lead Generation and Referral. Partner will use commercially reasonable efforts to identify and introduce prospective Customers to Company by:
(a) promoting the Company Offering through Partner’s networks and channels;
(b) submitting Leads to Company via the process and format specified by Company from time to time; and
(c) where agreed, participating in sales calls and demos.

3.2 Reseller Activities (If Applicable). If designated as a reseller in Exhibit A, Partner is authorized to resell the Company Offering to Customers solely in accordance with the pricing, discount, and ordering terms in Exhibit C. Partner may not make any representations or warranties about the Company Offering that are inconsistent with Company’s then-current documentation.

3.3 No Clinical Services (Unless Expressly Agreed). Unless expressly stated in Exhibit A, Partner will not provide clinical or medical services on behalf of Company. Partner will not represent itself as a healthcare provider affiliated with Company.

3.4 Marketing and Co-Branding. The Parties may engage in co-branded marketing activities as mutually agreed, including joint webinars, whitepapers, and case studies. Each Party’s use of the other Party’s trademarks and logos will comply with brand guidelines provided by such Party and is subject to prior written approval, not to be unreasonably withheld or delayed.

4. REGULATORY COMPLIANCE AND DATA PROTECTION

4.1 Roles Under Healthcare Privacy Laws. The Parties acknowledge that their respective roles under applicable healthcare privacy laws (e.g., as covered entity, business associate, or subcontractor) will depend on the nature of Customer relationships and data flows. To the extent Partner accesses, receives, maintains, or transmits PHI on behalf of Company or Customers, the Parties will enter into a separate Business Associate Agreement (“BAA”) substantially in the form attached as Exhibit D, which is incorporated herein by this reference.

4.2 Compliance Obligations. Each Party will:
(a) comply with all laws and regulations applicable to its performance under this Agreement, including healthcare privacy and security laws, consumer protection laws, and marketing regulations;
(b) implement and maintain administrative, physical, and technical safeguards reasonably designed to protect PHI and other personal data within its control; and
(c) ensure that its personnel and subcontractors who access PHI are bound by written obligations of confidentiality and security at least as protective as those set forth in this Agreement and any BAA.

4.3 Data Use and Restrictions.
(a) Company may use Customer Data as necessary to provide and support the Company Offering and to comply with its obligations to Customers.
(b) Company may create and use De-Identified Data for analytics, benchmarking, product improvement, research, and development, provided such use complies with applicable law.
(c) Partner will use Customer Data and any PHI solely as permitted under this Agreement, the BAA, and Customer instructions, and will not attempt to re-identify De-Identified Data.
(d) Neither Party will sell PHI or use PHI for marketing or advertising in violation of applicable law or any Customer agreement.

4.4 Security Incidents and Breaches. Each Party will promptly notify the other Party upon becoming aware of any unauthorized access, use, or disclosure of Customer Data or PHI in its possession that is reasonably likely to require notification under applicable law or the BAA. The Parties will cooperate in good faith in any investigation, mitigation, and required notifications.

5. CONFIDENTIALITY

5.1 Confidential Information. “Confidential Information” means non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, including Customer Data, PHI, business plans, pricing, product roadmaps, and technical information.

5.2 Obligations. The Receiving Party will:
(a) use Confidential Information solely to perform under this Agreement;
(b) not disclose Confidential Information to any third party except as permitted herein; and
(c) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care.

5.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by obligations of confidentiality at least as protective as those herein. The Receiving Party may disclose Confidential Information as required by law or court order, provided it gives the Disclosing Party prompt notice and cooperates (at the Disclosing Party’s expense) in any effort to limit or challenge such disclosure.

5.4 Relationship to BAA. To the extent of any conflict between this Section 5 and the BAA with respect to PHI, the BAA will control.

6. FEES, COMMISSIONS, AND PAYMENT

6.1 Referral Fees. For each Qualified Lead that becomes a Customer within [X] days after submission by Partner, Company will pay Partner the referral fees set forth in Exhibit C, subject to any conditions described therein (e.g., minimum contract value, successful payment by Customer).

6.2 Reseller Margins (If Applicable). If Partner is authorized to resell the Company Offering, Partner’s purchase prices and permitted resale margins will be as set forth in Exhibit C. Partner will be solely responsible for collecting payment from Customers with whom it contracts directly, unless otherwise stated.

6.3 Payment Terms. Unless otherwise set forth in Exhibit C:
(a) amounts owed to Partner will be calculated and paid monthly in arrears within [30] days after the end of each calendar month;
(b) each Party will be responsible for its own taxes based on its net income; and
(c) Company may offset any bona fide, undisputed amounts owed by Partner against amounts payable to Partner.

6.4 Restrictions. Partner will not structure any payments or other incentives in a manner that violates applicable healthcare fraud and abuse, fee-splitting, or anti-kickback laws.

7. INTELLECTUAL PROPERTY

7.1 Ownership. As between the Parties:
(a) Company owns all rights, title, and interest in and to the Company Offering, associated documentation, and all related IP (“Company IP”);
(b) Partner owns all rights, title, and interest in and to its pre-existing products, materials, and IP (“Partner IP”).

7.2 Licenses.
(a) Company grants Partner a limited, non-exclusive, non-transferable (except as permitted under Section 13), revocable license during the Term to use Company’s trademarks and marketing materials solely to perform Partner’s obligations under this Agreement, in accordance with Company’s brand guidelines.
(b) Partner grants Company a limited, non-exclusive, non-transferable (except as permitted under Section 13), royalty-free license during the Term to use Partner’s trademarks and marketing materials solely for co-marketing activities approved by Partner.

7.3 Developed Materials. Unless otherwise agreed in writing:
(a) any co-branded marketing materials created jointly will be jointly owned, with each Party entitled to use them in accordance with this Agreement;
(b) any custom configurations, integrations, or modules developed by Company will be deemed Company IP, subject to any use rights expressly granted to Partner or specific Customers.

7.4 Restrictions. Partner will not:
(a) reverse engineer, decompile, or disassemble the Company Offering;
(b) use the Company Offering or Confidential Information to create a competing product; or
(c) remove or obscure any proprietary notices of Company.

8. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

8.1 Mutual. Each Party represents and warrants that:
(a) it is duly organized and validly existing under the laws of its jurisdiction of formation;
(b) it has the authority to enter into and perform its obligations under this Agreement; and
(c) this Agreement has been duly authorized and constitutes a valid and binding obligation.

8.2 Compliance. Each Party represents that it will perform its obligations in compliance with applicable laws and regulations.

8.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 By Company. Company will indemnify, defend, and hold harmless Partner from and against any third-party claims, damages, and expenses (including reasonable attorneys’ fees) arising out of:
(a) allegations that the Company Offering infringes any U.S. intellectual property right of a third party; or
(b) Company’s gross negligence or willful misconduct in performing under this Agreement.

9.2 By Partner. Partner will indemnify, defend, and hold harmless Company from and against any third-party claims, damages, and expenses arising out of:
(a) Partner’s marketing or promotional activities, including unauthorized or misleading statements about the Company Offering;
(b) Partner’s use or disclosure of Customer Data or PHI in violation of this Agreement, the BAA, or applicable law;
(c) Partner’s gross negligence or willful misconduct.

9.3 Procedure. The indemnified Party will:
(a) promptly notify the indemnifying Party of any claim;
(b) permit the indemnifying Party to control the defense and settlement; and
(c) cooperate reasonably (at the indemnifying Party’s expense). The indemnifying Party will not settle any claim in a manner that imposes a material obligation on the indemnified Party without its prior written consent.

10. LIMITATION OF LIABILITY

EXCEPT FOR: (A) A PARTY’S BREACH OF CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS; (B) A PARTY’S INDEMNIFICATION OBLIGATIONS; OR (C) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S IP, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE CATEGORIES OF CLAIMS IDENTIFIED IN THE PRECEDING SENTENCE, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO PARTNER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. TERM AND TERMINATION

11.1 Term. This Agreement will commence on the Effective Date and continue for an initial term of [X] years (“Initial Term”), renewing automatically for successive one-year periods (each, a “Renewal Term”) unless either Party gives at least [60] days’ written notice of non-renewal prior to the end of the then-current term.

11.2 Termination for Convenience. Either Party may terminate this Agreement without cause upon [90] days’ prior written notice.

11.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) materially breaches this Agreement or any BAA and fails to cure such breach within [30] days after receiving written notice thereof; or
(b) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

11.4 Effect of Termination. Upon expiration or termination:
(a) all licenses granted hereunder will terminate;
(b) each Party will cease using the other Party’s trademarks and marketing materials;
(c) Company will determine, consistent with its Customer agreements, whether and how Partner will continue to receive compensation for existing Customers, as set forth in Exhibit C;
(d) each Party will return or destroy the other Party’s Confidential Information in its possession, subject to any rights or obligations under the BAA and applicable law.

11.5 Survival. Sections concerning confidentiality, data protection, IP ownership, indemnification, limitations of liability, and any payment obligations accrued prior to termination will survive expiration or termination.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict-of-laws principles.

12.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement that cannot be resolved through good-faith negotiations within [30] days will be submitted to [binding arbitration/mediation followed by litigation] as set forth in Exhibit E.

13. ASSIGNMENT

Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations hereunder. Any prohibited assignment is void.

14. MISCELLANEOUS

14.1 Independent Contractors. The Parties are independent contractors and nothing in this Agreement creates an agency, partnership, or joint venture.

14.2 Entire Agreement. This Agreement, together with its Exhibits (including any BAA), constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings, including any prior NDA relating to such subject matter, except as expressly stated otherwise.

14.3 Amendments. Any amendment must be in writing and signed by authorized representatives of both Parties.

14.4 Notices. Notices will be in writing and deemed given when delivered personally, sent by recognized overnight courier, or mailed by certified or registered mail, return receipt requested, to the addresses set forth above or such other address as a Party designates in writing.

14.5 Waiver; Severability. Failure to enforce any provision will not constitute a waiver. If any provision is held invalid, the remaining provisions will remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Company Name] [Partner Name]
By: ___________________________ By: ___________________________
Name: _________________________ Name: _________________________
Title: __________________________ Title: __________________________
Date: __________________________ Date: __________________________