White-Label Partner Agreement

Document ID: WBL-CTR-WLA-[ID]-v1.0 Agreement Date: [DATE] Partner: [PARTNER LEGAL NAME] ("Partner") Partner Contact: [NAME, TITLE, EMAIL]

Parties

Service Provider:

Webility ("Agency", "Service Provider") [Legal Business Name, Registered Address] Email: partners@webility.local | legal@webility.local

Partner:

[PARTNER LEGAL NAME] ("Partner") [Registered Address, Represented by: Name, Title, Email]

Recitals

(A) Webility provides digital agency services including web design, branding, AI automation, website maintenance, and managed hosting.

(B) Partner wishes to resell or sublicense certain Webility services under Partner's own brand name to Partner's clients ("End Clients"), without disclosing Webility's involvement.

(C) Webility agrees to provide services to Partner for this purpose, subject to the terms of this Agreement.

1. Scope of White-Label Services

1.1 Authorized Services

Webility will provide the following services to Partner for white-label resale:

Services not listed above are not authorized for white-label resale without a written amendment to this Agreement.

1.2 Service Standards

Webility will deliver white-label services to the same quality standards as direct-client engagements. Partner may not instruct Webility to reduce quality, skip testing, or omit documentation to reduce cost, unless expressly agreed in writing for a specific project.

1.3 Capacity

Webility will use commercially reasonable efforts to accommodate Partner's project volume. Webility is not obligated to accept every project referral. If Webility cannot accommodate a project, it will notify Partner within [5] business days of receiving a briefing.

2. Webility's Identity — Non-Disclosure

2.1 Non-Disclosure to End Clients

Subject to Section 2.2, Webility agrees to keep the existence of this Agreement, and Webility's role in delivering the services, confidential from End Clients. Webility will not:

• Include "Webility" branding in any deliverable submitted to an End Client without Partner's prior written approval
• Contact End Clients directly without Partner's written authorization
• Use End Client information for Webility's own marketing without Partner's and End Client's written consent

2.2 Permitted Disclosure

Webility may disclose its identity or involvement: (a) With Partner's prior written approval (b) If required by law, court order, or regulatory requirement (c) In response to a direct inquiry from the End Client that Partner cannot answer on Webility's behalf (d) To the extent required to obtain insurance coverage for a specific project (e) If Partner materially breaches this Agreement (non-payment being the primary example — see Section 2.3)

2.3 Non-Payment Exception

If Partner is more than [30] days past due on any outstanding invoice and does not cure the default within [7] days of written notice, Webility reserves the right to contact the End Client directly to inform them of the outstanding situation and to negotiate a direct engagement. Webility will give Partner [5] days' advance written notice before doing so.

2.4 Portfolio Rights — Exception

Webility may reference work performed under this Agreement in Webility's own portfolio, case studies, and credentials, provided: (a) End Client's name is not disclosed without Partner's and End Client's written consent; or (b) The work is described in general terms (e.g., "a healthcare website redesign for a Toronto-based agency partner's client")

3. Partner's Obligations

3.1 End Client Contracts

Partner is responsible for: (a) Having its own valid contract with each End Client governing the services delivered (b) Ensuring End Client contracts include terms at least as protective as those in Webility's standard client contracts (particularly regarding IP, payment, liability, and warranty) (c) Not making representations to End Clients about the services that exceed what Webility can actually deliver

Partner's End Client contracts are Partner's sole responsibility. Webility is not a party to, and has no obligations under, any Partner–End Client contract.

3.2 Briefing and Project Management

Partner is responsible for: (a) Receiving the project brief and requirements from the End Client (b) Translating and communicating those requirements accurately to Webility (c) Managing the End Client relationship, feedback collection, and approvals (d) Consolidating and delivering End Client feedback to Webility in a single, coherent submission (e) Not passing contradictory or unreconciled End Client feedback to Webility

Webility will not communicate with End Clients directly unless authorized in writing by Partner (Section 2.2).

3.3 Content and Access

Partner is responsible for: (a) Collecting all required content, brand assets, and credentials from the End Client (b) Passing them to Webility via secure methods consistent with this Agreement and Webility's credential security protocols (c) Ensuring End Client content is properly licensed and does not infringe third-party rights

3.4 Compliance

Partner is responsible for ensuring that: (a) End Clients' projects comply with applicable privacy laws (GDPR, PIPEDA, Law 25, CCPA, etc.) — including obtaining necessary consents and signing DPAs with End Clients (b) The deliverables Partner requests Webility to build do not violate applicable laws or regulations (c) Partner's own business operations comply with applicable laws — Webility is not responsible for Partner's regulatory compliance

4. Pricing and Payment

4.1 White-Label Pricing

Webility's pricing to Partner is [X]% below standard retail rates (the "Partner Discount"), or as set out in a specific project quote.

Partner's standard pricing schedule from Webility: (attach as Schedule A or reference WBL-FIN-PS-v1.0 with discount applied)

4.2 Payment Terms

• Partner invoices Webility for: N/A — Webility invoices Partner
• All Webility invoices to Partner are on Net [15] days from invoice date
• Deposit: [50]% of the project fee is due before Webility begins work on any project
• Milestone payment (if applicable): as agreed per project
• Final payment: before final deliverables are released to Partner
• Late payment: [1.5]% per month on outstanding amounts after due date

4.3 Pricing Confidentiality

Partner agrees to keep Webility's pricing, discounts, and commercial terms strictly confidential. Partner may not disclose Webility's prices to End Clients or third parties.

Prohibition on margin disclosure: Partner must not represent to End Clients that they are paying Webility's direct rates. Partner's pricing to End Clients is entirely at Partner's discretion and is not Webility's concern — provided Partner does not misrepresent the nature of the arrangement in a way that harms End Clients.

4.4 No Pass-Through Liability

Webility is not responsible for: (a) Non-payment by End Clients to Partner — Partner must pay Webility regardless (b) Disputes between Partner and End Client about pricing or project outcomes (c) Partner's inability to collect from an End Client

5. Intellectual Property

5.1 IP Transfer Follows Payment

Custom work product created by Webility for a project:

• Before final payment to Webility: Owned by Webility. Partner and End Client have no rights.
• Upon full payment to Webility: IP rights transfer to Partner (and may be further assigned by Partner to End Client per Partner's contract with End Client).

5.2 Pre-Existing IP / Agency Assets

Webility retains ownership of: (a) Webility's own frameworks, templates, libraries, code components, and methodologies used in delivery (b) Any Webility tools, systems, or platforms used to deliver the work

Webility grants Partner and the End Client a perpetual, non-exclusive, royalty-free license to use Webility's pre-existing IP embedded in the deliverables for the End Client's own business purposes.

5.3 Partner's Brand

Partner grants Webility a limited, revocable license to use Partner's brand assets (logo, name, colors) solely for the purpose of producing white-labeled deliverables under this Agreement.

6. Warranties and Representations

6.1 Webility Represents

(a) The services will be delivered with professional care and skill (b) Deliverables will not knowingly infringe third-party IP rights (c) Webility has the right to enter into this Agreement

6.2 Partner Represents

(a) Partner has the legal authority to enter into this Agreement (b) Partner has valid contracts with End Clients covering the scope of work (c) End Clients have authorized Partner to engage subcontractors (d) Content, assets, and instructions provided to Webility do not infringe third-party rights (e) Partner will not instruct Webility to build anything illegal, harmful, or in violation of Webility's Acceptable Use Policy

6.3 Warranty Limitation

Webility provides no warranties to End Clients and has no direct liability to End Clients. Partner is the sole point of accountability for End Clients. Webility's warranty obligations run exclusively to Partner, not to End Clients.

7. Limitation of Liability

Webility's maximum liability to Partner for any claim under this Agreement is limited to the fees paid by Partner to Webility for the specific project giving rise to the claim in the [3] months preceding the claim.

Webility is not liable for:

• End Client dissatisfaction, disputes, or losses
• Partner's lost profit or revenue from End Clients
• Claims by End Clients against Partner
• Consequential, indirect, or punitive damages

Partner shall indemnify and hold Webility harmless from any claim brought by an End Client arising from Partner's failure to perform its obligations under the Partner–End Client contract.

8. Confidentiality

Both Parties agree to keep confidential: pricing, business processes, client data, project details, and any information designated as confidential. Obligation survives for 3 years post-termination.

Neither Party will use the other's confidential information for any purpose other than performing this Agreement.

9. Non-Solicitation

9.1 Partner's Non-Solicitation

Partner shall not, during this Agreement and for [24] months after termination, directly engage Webility's employees, contractors, or subcontractors without Webility's prior written consent.

9.2 Webility's Non-Solicitation

Webility shall not, during this Agreement and for [24] months after termination, directly solicit Partner's End Clients for whom Webility performed services under this Agreement.

Note: This clause does not prevent Webility from accepting inbound inquiries from End Clients who approach Webility independently, without Webility's solicitation.

10. Term and Termination

10.1 Term

This Agreement commences on the Agreement Date and continues until terminated per Section 10.2.

10.2 Termination

10.3 Effect of Termination

Upon termination: (a) All in-progress projects that have been paid will be completed and delivered (b) Any in-progress projects not yet paid for will be paused; Webility will invoice for work completed to date (c) Both Parties return or destroy confidential information (subject to legal retention obligations) (d) Non-solicitation obligations survive for the period stated in Section 9 (e) IP transfer rights for paid work survive termination

11. General Provisions

• Governing Law: [Province/State, Country]
• Disputes: Good-faith negotiation → mediation → litigation in [City, Province/State, Country]
• Entire Agreement: This Agreement, together with any project-specific Statements of Work, constitutes the entire agreement
• Amendments: Written only, signed by both Parties
• Electronic Signatures: Valid and binding
• Independent Contractors: The Parties are independent contractors; this Agreement does not create an employment, agency, or partnership relationship

Signatures

Webility LLC

Signature: ___________________________ Date: _______________ Name / Title: ___________________________

[PARTNER LEGAL NAME]

Signature: ___________________________ Date: _______________ Name / Title: ___________________________

Schedule A — Partner Pricing Schedule

(Attach pricing table or reference WBL-FIN-PS-v1.0 with applicable Partner Discount noted)

Webility — WBL-CTR-WLA-[ID]-v1.0 | White-Label Partner Agreement Confidential — for authorized parties only.