CloudFran Custom Partner Master Services Agreement (Template)

This is a template. Bracketed placeholders ([LIKE_THIS]) must be replaced before execution. Any material deviation from this template must be countersigned by CloudFran's General Counsel.

Effective date: [EFFECTIVE_DATE]

This Master Services Agreement ("MSA") is entered into between CloudFran, Inc., a Delaware corporation ("CloudFran") and [PARTNER_NAME], a [PARTNER_ENTITY_TYPE] organized under the laws of [PARTNER_JURISDICTION] ("Partner"). CloudFran and Partner may be referred to individually as a "Party" and collectively as the "Parties".

1. Tier and Commercial Framework

Partner is engaged at the [TIER] level of the CloudFran Strategic Partner Program, one of: Regional, National (state-only), Strategic, or Global. Tier determines baseline commercial terms, exclusivity rights, support expectations, and minimum-commit levels as follows:

• Regional — metro-scale territory, up to USD $1M projected 12-month revenue, 60/40 split in Partner's favor baseline, no exclusivity unless expressly granted.
• National (state-only) — one US state territory, USD $1M–$5M projected 12-month revenue, 65/35 split baseline, state-wide exclusivity available.
• Strategic — multi-state or category-defining deployment, USD $5M–$30M projected 12-month revenue, 70/30 split baseline, negotiated exclusivity with market-share ceiling.
• Global — multi-country white-label, USD $30M+ projected 12-month revenue, 75/25 split baseline, country-level exclusivity with Program-level market-share ceiling.

2. Term and Renewal

This MSA is effective as of the Effective Date and remains in force for [TERM_YEARS] years (the "Initial Term"), renewing automatically for successive one-year terms unless terminated by written notice given not less than ninety (90) days before the end of the then-current term.

3. Territory and Exclusivity

Partner is granted rights in the territory of [TERRITORY] ("Territory"), subject in all cases to CloudFran's 25% market-share ceiling in any given exclusive territory (the "Program Cap"). Exclusivity flag for this MSA: [EXCLUSIVITY_FLAG] (Yes or No). If exclusivity is granted, CloudFran shall not engage another partner with overlapping exclusive rights during the Term; however, CloudFran retains the right to (a) serve existing customers within the Territory whose relationships pre-date this MSA, (b) operate direct-to-customer channels in all territories, and (c) revoke or modify exclusivity if the Program Cap is reached or if Partner fails to meet the performance milestones in Schedule A. National-tier exclusivity is always limited to a single US state, never to multiple states, regardless of Partner's footprint.

4. Carve-Outs

The following products are explicit carve-outs from every territory and exclusivity arrangement and remain available for independent CloudFran distribution: GhostChef.ai (cloud-kitchen SaaS), Buildara (micro-partner program), CloudFran Parent (franchise OS), and any future product line expressly designated in writing as a carve-out. No exclusivity or territorial right under this MSA limits CloudFran's ability to market, sell, or operate a carve-out product in the Territory.

5. Revenue Share

Custom revenue share for this Partner: [CUSTOM_REV_SHARE] (Partner share / CloudFran share). CloudFran's standard 15% marketplace fee is waived or modified to the extent expressly stated in this Section 5. All splits are computed on net receipts after refunds, chargebacks, processor fees, taxes, and sanctioned-region reversals. Monthly reconciliation and payout occur on the CloudFran payout cron. CloudFran retains a rolling twenty-percent (20%) holdback against chargebacks, fraud, and regulatory reversals, released on a twelve (12)-month rolling basis without interest.

6. Partner Commitments

Partner shall: (a) meet the quarterly revenue and customer-count targets specified in Schedule A; (b) maintain a named account executive, technical lead, and billing contact; (c) complete CloudFran's partner certification within ninety (90) days; (d) follow the CloudFran Brand Guidelines and not use CloudFran trademarks outside the Territory or outside approved campaigns; (e) refer all tenants originated under this MSA through CloudFran's platform, not through any side channel; (f) maintain commercial general-liability insurance of not less than USD $2,000,000 per occurrence and cyber-liability insurance of not less than USD $5,000,000 aggregate, naming CloudFran as additional insured on request.

7. CloudFran Commitments

CloudFran shall: (a) provide platform access at the agreed tier; (b) assign a named partner-success manager; (c) deliver 24×5 incident support with documented SLAs; (d) conduct a quarterly executive business review; (e) pay all earned revenue share within the agreed cadence; (f) honor exclusivity (where granted) subject to the Program Cap and the carve-outs in Section 4.

8. Compliance Incorporated

Partner agrees to all terms of the CloudFran Developer Terms of Service and the CloudFran DPA as modified by this MSA. Where this MSA conflicts with the general Terms, this MSA controls for the specific subject matter addressed herein and only for this Partner.

9. Intellectual Property

Platform IP remains CloudFran's property as described in the Terms of Service Section 3. Partner Marks remain Partner's property; Partner grants CloudFran a limited license to use Partner Marks in co-marketing. Jointly developed materials (e.g., co-branded collateral) are owned by the creating Party unless Schedule B provides otherwise.

10. Confidentiality

Each Party shall hold the other's Confidential Information in strict confidence, use it only for purposes of this MSA, and not disclose it except to employees, contractors, advisors, and subcontractors bound by equivalent obligations. Commercial terms, pricing, customer lists, internal metrics, and strategy materials are presumed Confidential. This Section survives for five (5) years after termination, or indefinitely for trade secrets.

11. Data Protection

Partner signs the CloudFran DPA at execution. For any PHI handling, Partner also signs the HIPAA BAA. Partner acknowledges the CloudFran cross-tenant reinforcement-learning program and the platform's anonymity-gate architecture and shall not attempt to de-anonymize cross-tenant aggregates.

12. Warranties and Representations

Each Party represents that it has full power and authority to enter into this MSA and perform its obligations, that it is in good standing, that it is not subject to any conflict that would impede performance, and that it is not the subject of material pending litigation that could affect this MSA.

13. Indemnification

Each Party shall defend and indemnify the other against third-party claims arising from its gross negligence, willful misconduct, IP infringement, or breach of Sections 3 (Territory), 9 (IP), 10 (Confidentiality), 11 (Data Protection). Indemnity procedures: prompt notice, sole control of defense, reasonable cooperation, no settlement admitting liability without consent.

14. Limitation of Liability

EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS, (ii) BREACH OF CONFIDENTIALITY, (iii) BREACH OF DATA-PROTECTION OBLIGATIONS, (iv) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, AND (v) AMOUNTS OWED UNDER SECTION 5, EACH PARTY'S AGGREGATE LIABILITY IS CAPPED AT THE GREATER OF (A) TRAILING TWELVE (12) MONTHS OF REVENUE UNDER THIS MSA LESS COGS, OR (B) USD $1,000,000. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EXCEPT WHERE SUCH LIMITATION IS PROHIBITED BY LAW.

15. Termination

For Cause. Either Party may terminate on thirty (30) days' written notice of a material breach that remains uncured, or immediately on insolvency, bankruptcy, assignment for the benefit of creditors, or sanctions exposure.

For Convenience. CloudFran may terminate for convenience on ninety (90) days' notice if Partner fails to meet two consecutive quarters of Schedule A milestones. Partner may terminate for convenience on one hundred eighty (180) days' notice.

Effect. On termination, Section 5 payouts owed through the effective date are paid in the next cycle, customer relationships initiated under this MSA wind down per CloudFran's standard continuity plan, and Sections 9, 10, 11, 13, 14, 16, 17, and 18 survive.

16. Dispute Resolution

All disputes are resolved per the CloudFran Dispute Resolution / Arbitration Policy (JAMS, Wilmington, Delaware, class-action waiver, IP/confidentiality carve-out for court injunctive relief, loser-pays on frivolous claims).

17. Governing Law; Venue

This MSA is governed by the laws of the State of Delaware without regard to conflict-of-laws principles. Exclusive venue (for non-arbitrable matters) lies in the state and federal courts in Wilmington, Delaware.

18. Miscellaneous

Entire Agreement. This MSA, the Terms, the DPA, the Arbitration Policy, the BAA (if applicable), and the Schedules constitute the entire agreement and supersede all prior understandings on this subject matter.

Amendment. Only by a writing signed by both Parties.

Assignment. Partner may not assign without CloudFran's prior written consent; CloudFran may assign freely on notice.

Notices. legal@cloudfran.com and the Partner signatory's email of record; effective on receipt.

Force Majeure. Neither Party liable for delays beyond its reasonable control.

Independent Contractors. Parties are independent contractors; nothing creates agency, partnership, or employment.

Severability. Unenforceable terms are modified to minimum extent necessary.

Electronic Signatures. The Parties consent under the ESIGN Act and UETA.

Counterparts. This MSA may be executed in counterparts, each an original, together one agreement.

Schedule A — Performance Milestones

• Quarter 1: USD [Q1_TARGET] gross revenue under this MSA.
• Quarter 2: USD [Q2_TARGET] gross revenue and [Q2_CUSTOMER_COUNT] active tenants.
• Quarter 3: USD [Q3_TARGET] gross revenue and [Q3_CUSTOMER_COUNT] active tenants.
• Quarter 4: USD [Q4_TARGET] gross revenue, [Q4_CUSTOMER_COUNT] active tenants, and NPS of at least [MIN_NPS] across the book.

Schedule B — Jointly Developed Materials (if any)

[LIST_OR_NONE]

Signatures

CloudFran, Inc. — By: _______________________ Name: _______________________ Title: _______________________ Date: _______________________

[PARTNER_NAME] — By: _______________________ Name: _______________________ Title: _______________________ Date: _______________________

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Document control

• Effective date: 2026-04-23
• Update cadence: Reviewed quarterly; material changes notified 30 days in advance by email and in-dashboard banner.
• How to request changes: Send requested edits with rationale to legal@cloudfran.com. CloudFran will respond within ten (10) business days with accept, reject, or counter-proposal.
• Latest version: The canonical current version lives at /wwwroot/legal/ in this repository and is mirrored at https://cloudfran.com/legal/.