Partner Program Agreement

Welldux exists to expand access to high quality, practical, and culturally relevant education.

Welldux works with instructors, institutions, companies, communities, academies, and other organizations to help learners discover the right direction, develop valuable skills, and create better professional and business opportunities.

The Parties intend to collaborate in good faith while maintaining educational quality, ethical business practices, transparency, learner protection, and respect for each Party's rights and responsibilities.

Welldux may enter into partnerships for one or more of the following purposes:

1. Delivery of online or in person courses.
2. Operation of physical or digital academies.
3. University, college, school, or institutional learning programs.
4. Corporate learning and employee training.
5. Instructor and course publishing partnerships.
6. Course production, recording, editing, or distribution.
7. Certification and assessment programs.
8. Student recruitment and admissions.
9. Marketing, referral, reseller, or affiliate programs.
10. Events, workshops, conferences, meetups, and community initiatives.
11. Technology, learning management, or platform services.
12. Business development and strategic collaborations.
13. Other educational or professional services approved by the Parties.

The exact scope of each partnership shall be defined in the applicable Partnership Schedule or another written commercial document agreed by both Parties.

No service, exclusivity, territory, revenue entitlement, or commercial obligation shall apply unless it is expressly stated in writing.

3.1 Welldux Academy Partner

An individual or organization authorized to establish, manage, or operate an approved physical or digital Welldux Academy.

3.2 Education Partner

A university, college, school, training institute, educational organization, or other institution collaborating with Welldux to deliver learning programs, certifications, workshops, or student development initiatives.

3.3 Corporate Learning Partner

A company or organization using Welldux courses, instructors, technology, or training services for employee development, leadership, professional skills, or organizational learning.

3.4 Instructor or Content Partner

An instructor, expert, creator, institution, or organization that creates, owns, sponsors, licenses, or publishes educational content through Welldux.

3.5 Referral or Affiliate Partner

An individual or organization that promotes Welldux and refers eligible learners, instructors, institutions, clients, or other partners.

3.6 Community and Marketing Partner

A community, event organizer, media organization, association, or other entity collaborating with Welldux on events, campaigns, workshops, promotions, or community initiatives.

3.7 Technology or Service Partner

A company or professional providing technology, software, production, consulting, operational, recruitment, support, or other services to Welldux or its learners.

3.8 Strategic Partner

An organization entering into a broader collaboration that may include education, technology, distribution, investment, business development, research, social impact, or regional expansion.

The Partner Type selected for a particular collaboration shall be identified in the Partnership Schedule.

The use of the word "Partner" is a commercial description for participation in the Welldux Partner Program.

Nothing in this Agreement creates or shall be interpreted as creating:

1. A legal partnership or jointly owned business.
2. A joint venture.
3. An employer and employee relationship.
4. A principal and agent relationship.
5. A franchise relationship.
6. A fiduciary relationship.
7. Ownership, equity, or voting rights in Welldux.
8. Authority for either Party to legally bind the other Party.

Each Party remains an independent entity and is responsible for its own employees, representatives, expenses, taxes, operations, and legal obligations.

Neither Party may enter into an agreement, make a commitment, accept a liability, or provide a guarantee on behalf of the other Party without prior written authorization.

A partnership may be governed by the following documents:

1. This Partner Program Agreement.
2. The applicable Partnership Schedule.
3. A signed proposal or statement of work.
4. A quotation, purchase order, or service plan.
5. Welldux policies incorporated by reference.
6. Any written amendment signed or approved by both Parties.

Where there is a conflict between these documents, the following order shall normally apply:

1. A signed amendment.
2. The applicable Partnership Schedule.
3. A signed statement of work or proposal.
4. This Partner Program Agreement.
5. Welldux policies and operational guidelines.

A document shall override this Agreement only to the extent that it expressly identifies the provision being changed.

The Partner agrees to:

1. Provide complete, accurate, and current personal, business, legal, banking, tax, and operational information.
2. Maintain all licenses, registrations, permissions, and approvals required for its activities.
3. Comply with all applicable laws, regulations, professional standards, and educational requirements.
4. Perform its responsibilities professionally, ethically, and within agreed timelines.
5. Protect learner, instructor, employee, customer, and organizational information.
6. Maintain the confidentiality and security of all usernames, passwords, platform accounts, and access credentials.
7. Ensure that all content, materials, claims, advertisements, and information provided to Welldux are accurate, lawful, and properly authorized.
8. Obtain all necessary permissions from instructors, employees, students, speakers, models, photographers, copyright owners, and other relevant persons.
9. Use Welldux systems, branding, content, and services only for the approved purpose.
10. Maintain appropriate records relating to enrollments, payments, attendance, assessments, and services where applicable.
11. Promptly notify Welldux of complaints, safety concerns, unauthorized access, suspected fraud, data breaches, security incidents, or reputational risks.
12. Cooperate with reasonable quality reviews, investigations, financial verification, and corrective action requests.
13. Treat learners, instructors, employees, and Welldux representatives respectfully and without unlawful discrimination or harassment.

The Partner shall not:

1. Misrepresent its relationship with Welldux.
2. Claim to own, control, represent, or speak on behalf of Welldux without written authorization.
3. Make false or misleading claims concerning courses, employment outcomes, income, certifications, instructors, accreditation, or guaranteed results.
4. Use the Welldux platform for fraudulent, harmful, misleading, or unlawful activities.
5. Infringe intellectual property, privacy, publicity, or contractual rights.
6. Share confidential information without authorization.
7. Manipulate enrollments, referrals, reviews, attendance records, assessments, payments, or financial reports.
8. Attempt to access, disrupt, reverse engineer, damage, or compromise Welldux systems.
9. Use Welldux trademarks, certificates, logos, or marketing materials outside the approved scope.
10. Collect payments in the name of Welldux unless expressly authorized.

Subject to the selected Partner Type and Partnership Schedule, Welldux may:

1. Provide access to the Welldux platform or Learning Management System.
2. Host, publish, distribute, or promote approved courses and educational programs.
3. Process subscriptions, enrollments, payments, refunds, and Partner earnings where applicable.
4. Provide administrative, customer, partner, or technical support.
5. Provide approved brand assets, certificates, marketing materials, or operational guidelines.
6. Support instructor, course, academy, or institutional onboarding.
7. Provide enrollment, performance, or revenue reports where applicable.
8. Maintain reasonable administrative, technical, and organizational security measures.
9. Conduct quality reviews and provide recommendations for improvement.
10. Inform the Partner of material changes affecting the agreed services.

Welldux shall only be responsible for services expressly included in the applicable Partnership Schedule or written commercial arrangement.

8.1 Partnership Specific Commercial Arrangement

The financial arrangement may include:

1. Revenue sharing.
2. Referral commission.
3. Fixed service fees.
4. Subscription fees.
5. Licensing fees.
6. Course production fees.
7. Academy management fees.
8. Corporate training fees.
9. Marketing or campaign fees.
10. A combination of the above.

The applicable arrangement must be recorded in the Partnership Schedule.

There shall be no automatic revenue share, commission, territory right, or payment entitlement unless it has been agreed in writing.

8.2 Revenue Share

Where a revenue share applies, the Partnership Schedule shall specify:

1. The percentage payable to Welldux.
2. The percentage payable to the Partner.
3. The products, courses, services, or learners covered.
4. How the enrollment source will be determined.
5. Whether instructor or third party shares are deducted before calculation.
6. The applicable payment schedule.
7. Any minimum targets, limits, exclusions, or conditions.

The total allocation of distributable Net Revenue must equal 100% after all applicable shares have been identified.

8.3 Net Revenue

Unless otherwise stated in the Partnership Schedule, "Net Revenue" means the amount actually received from an eligible transaction after deducting:

1. Applicable sales taxes, withholding taxes, or legally required deductions.
2. Payment gateway and financial processing charges.
3. Approved refunds and cancellations.
4. Chargebacks and payment disputes.
5. Discounts, coupons, scholarships, or promotional credits.
6. Marketplace or distribution charges.
7. Instructor, content owner, or third party shares where expressly applicable.
8. Currency conversion and international transfer charges.
9. Other deductions agreed in writing.

Internal operating expenses of either Party shall not be deducted unless expressly authorized in the Partnership Schedule.

8.4 Pricing and Discounts

Welldux shall normally control pricing for products and services sold through the Welldux Marketplace.

The Partner may not independently change Welldux pricing, issue unauthorized coupons, promise discounts, or provide refunds on behalf of Welldux.

For locally delivered or jointly operated programs, pricing authority shall be stated in the Partnership Schedule.

8.5 Payment Schedule

Partner earnings shall be calculated and paid monthly, quarterly, annually, or according to the schedule specified in the Partnership Schedule.

Unless otherwise agreed, an eligible payment shall be processed within fifteen business days after the end of the applicable reporting period, subject to transaction verification and receipt of valid payment and tax information.

8.6 Minimum Payment Threshold

Welldux may apply a reasonable minimum payment threshold for administrative and banking purposes.

Amounts below the threshold may be carried forward to the next payment period.

8.7 Payment Adjustments

Welldux may withhold, delay, deduct, reverse, or adjust payments where reasonably necessary because of:

1. Refunds or chargebacks.
2. Suspected fraud or manipulated transactions.
3. Unresolved learner complaints.
4. Incorrect banking or tax information.
5. Breach of this Agreement.
6. Outstanding amounts owed to Welldux.
7. Legal or regulatory requirements.
8. Verification of the Partner's entitlement.

Welldux shall provide a reasonable explanation for any material adjustment where legally and operationally possible.

8.8 Financial Reports

Welldux shall provide reports or payment summaries showing relevant earnings, deductions, and payments where Welldux processes the transaction.

The Partner must report any financial discrepancy within thirty days after receiving the applicable report. Failure to report within this period may result in the report being treated as accepted, except in cases of fraud or manifest error.

8.9 Taxes

Each Party is responsible for its own taxes, registrations, returns, invoices, and statutory obligations.

Welldux may deduct or withhold taxes where required by law and may request tax documents before processing payments.

8.10 Expenses

Each Party shall bear its own operating, employee, travel, marketing, production, facility, equipment, and administrative expenses unless the Partnership Schedule expressly states otherwise.

Where revenue sharing depends on which Party acquired a learner or customer, the enrollment source shall be determined using reasonable evidence, including:

1. Platform records.
2. Referral links or promotional codes.
3. Lead registration forms.
4. Campaign tracking.
5. Admission records.
6. Customer relationship management records.
7. Payment and communication records.

The applicable attribution period and rules shall be stated in the Partnership Schedule.

The Partner shall not manipulate referral links, learner information, enrollment records, or attribution systems.

Where the source cannot reasonably be determined, the Parties shall apply the joint enrollment arrangement stated in the Partnership Schedule or agree on a fair allocation in writing.

This section applies only when the Partner is designated as a Welldux Academy Partner.

The Academy Partner shall be responsible for the responsibilities assigned in the Partnership Schedule, which may include:

1. Providing suitable classrooms, offices, studios, laboratories, or learning facilities.
2. Maintaining furniture, electricity, internet, equipment, safety, cleanliness, and accessibility.
3. Hiring and managing local employees, instructors, coordinators, and support staff.
4. Obtaining local licenses, registrations, building approvals, and operational permissions.
5. Managing student attendance, support, discipline, safety, and day to day operations.
6. Conducting approved local marketing and student recruitment.
7. Following Welldux curriculum, instructor, assessment, certificate, branding, and quality standards.
8. Maintaining appropriate insurance where required.
9. Allowing reasonable quality assurance inspections.
10. Meeting agreed performance and enrollment targets.

No Academy Partner shall receive territorial exclusivity unless expressly stated in the Partnership Schedule.

Where exclusivity is granted, it may be conditional upon:

1. Minimum enrollment targets.
2. Service quality.
3. Learner satisfaction.
4. Brand compliance.
5. Timely payments.
6. Operational capacity.
7. Continued compliance with this Agreement.

Welldux may withdraw or modify exclusivity where the Academy Partner fails to meet the agreed conditions after receiving reasonable notice and an opportunity to correct the failure.

This section applies to universities, colleges, schools, training institutes, and other educational organizations.

The Partnership Schedule may specify:

1. The programs or courses to be delivered.
2. Student eligibility and enrollment requirements.
3. Instructor selection and approval.
4. Delivery method and timetable.
5. Attendance and assessment requirements.
6. Certificate or credential arrangements.
7. Facilities and technology responsibilities.
8. Student support responsibilities.
9. Pricing and payment arrangements.
10. Branding and promotional rights.
11. Data sharing and reporting requirements.
12. Whether the program is accredited, non-accredited, co-branded, or independently certified.

Neither Party shall represent a program as formally accredited or recognized by a regulator, university, professional body, or government authority unless written approval has been obtained.

This section applies where Welldux provides employee training, organizational learning, consulting, workshops, assessments, or related services.

The Partner shall ensure that:

1. Employee information is shared lawfully.
2. Participants receive required notices and permissions.
3. Access is limited to authorized participants.
4. Course materials are not redistributed without permission.
5. Payment is made according to the agreed corporate plan.
6. Internal use does not create public resale or sublicensing rights.

Corporate pricing, seat limits, reporting, customization, confidentiality, and service levels shall be defined in the Partnership Schedule or statement of work.

13.1 Content Ownership

The Partner retains ownership of content owned by the Partner unless ownership is expressly transferred through a separate written agreement.

Welldux retains ownership of the Welldux platform, brand, technology, templates, documentation, original content, and other materials created or owned by Welldux.

13.2 Content License

The Partner grants Welldux the license described in the Partnership Schedule to host, reproduce, display, stream, promote, distribute, subtitle, format, technically adapt, and make the approved content available through Welldux.

Unless otherwise agreed, the license shall be:

1. Non-exclusive.
2. Worldwide.
3. Limited to the partnership purpose.
4. Valid during the Agreement and any reasonable post-termination transition period.

Welldux shall not sell ownership of Partner content to another party without written authorization.

13.3 Content Standards

The Partner warrants that its content:

1. Is accurate to the Partner's reasonable knowledge.
2. Does not violate intellectual property or privacy rights.
3. Does not contain unlawful, fraudulent, hateful, abusive, or misleading material.
4. Does not make unsupported employment, income, medical, financial, or professional guarantees.
5. Is suitable for the intended learners.
6. Meets reasonable audio, video, educational, and production standards.

Welldux may reject, suspend, edit with permission, restrict, or remove content that violates this Agreement, creates legal risk, receives serious complaints, becomes materially outdated, or fails to meet quality standards.

This section applies to Referral and Affiliate Partners.

The Partner may earn commission only from eligible transactions that:

1. Are correctly attributed through an approved tracking method.
2. Are completed and paid.
3. Are not refunded, cancelled, fraudulent, or charged back.
4. Comply with the applicable campaign terms.

The Partner shall not:

1. Send unlawful or unsolicited messages.
2. Make misleading income or outcome claims.
3. Bid on restricted Welldux brand keywords without permission.
4. Use fake identities, accounts, learners, or transactions.
5. Refer itself or related accounts merely to obtain commission.
6. Misrepresent prices, discounts, course contents, or certificate value.
7. Use unauthorized coupons or promotional materials.

Welldux may cancel commissions arising from prohibited conduct.

Welldux branded certificates may only be issued through an approved process. The Partner shall not:

1. Issue unauthorized Welldux certificates.
2. Modify certificate designs or verification information.
3. Falsify learner attendance, completion, identity, or assessment results.
4. Promise certification without satisfying the required conditions.
5. Present a completion certificate as a government license, university degree, professional accreditation, or employment guarantee.

Welldux may revoke or invalidate a certificate obtained through fraud, impersonation, manipulated records, or serious policy violation.

Each Party retains ownership of its pre-existing and independently developed:

1. Trademarks.
2. Logos.
3. Copyrights.
4. Software.
5. Course content.
6. Documentation.
7. Designs.
8. Business methods.
9. Data and databases.
10. Other intellectual property.

Nothing in this Agreement transfers ownership unless expressly stated in writing.

Feedback, recommendations, or ideas provided to Welldux may be used by Welldux to improve its services, provided that Welldux does not disclose the Partner's confidential information or claim ownership of the Partner's protected materials.

The Partner may identify itself as an Official Welldux Partner only after written approval.

All use of Welldux names, logos, colors, certificates, trademarks, signage, templates, marketing assets, and other branding must comply with the Welldux Brand Guidelines.

The Partner may not:

1. Register a company, domain, social media account, trademark, or business name containing Welldux without written approval.
2. Modify the Welldux logo or brand identity without approval.
3. Publish marketing materials that create a misleading impression.
4. Announce the partnership publicly before receiving approval.
5. Continue using Welldux branding after termination.

Welldux may promote the Partner, its instructors, courses, services, programs, or events through the Welldux website, platform, newsletters, advertisements, social media, and other channels where approved.

The Partner grants Welldux permission to use the Partner's approved name, logo, photographs, and program information for the partnership during the Agreement.

Each Party shall protect Confidential Information received from the other Party. Confidential Information includes:

1. Business plans and strategies.
2. Financial information and pricing.
3. Learner and instructor information.
4. Customer and employee information.
5. Course plans and unpublished content.
6. Technical systems and documentation.
7. Marketing strategies.
8. Login credentials.
9. Contracts and negotiations.
10. Information identified as confidential or reasonably understood to be confidential.

Confidential Information does not include information that:

1. Is publicly available without breach of this Agreement.
2. Was lawfully known before disclosure.
3. Is received lawfully from another source.
4. Is independently developed without using Confidential Information.
5. Must be disclosed by law or lawful authority.

Where disclosure is legally required, the receiving Party shall, where legally permitted, provide reasonable notice to the other Party.

Confidentiality obligations shall survive termination for five years. Trade secrets and personal data shall remain protected for as long as required by law or while they remain confidential.

Each Party shall:

1. Process personal information only for authorized partnership purposes.
2. Collect only information reasonably necessary for those purposes.
3. Implement reasonable security measures.
4. Limit access to authorized persons.
5. Avoid selling or misusing learner, instructor, customer, or employee information.
6. Notify the other Party promptly of a confirmed or suspected data breach affecting shared information.
7. Cooperate with reasonable investigations and corrective measures.
8. Delete or return shared information when no longer required, subject to legal and financial recordkeeping obligations.

Where one Party processes personal information on behalf of the other, the Parties may enter into a separate Data Processing Addendum.

The Partner shall not contact Welldux learners for unrelated marketing or transfer their information to another organization without lawful authority and appropriate permission.

The Partner shall maintain a safe, respectful, and professional learning environment.

Where programs involve children or vulnerable individuals, the Partner shall implement appropriate safeguarding, supervision, consent, staff screening, communication, and reporting procedures.

The Partner must promptly report serious learner safety, harassment, discrimination, abuse, or misconduct concerns to Welldux where they relate to the partnership.

Welldux may immediately suspend a program or person where reasonably necessary to protect learners or investigate a serious complaint.

The Partner shall maintain accurate records relevant to its obligations, including:

1. Enrollments.
2. Attendance.
3. Payments.
4. Refunds.
5. Assessments.
6. Certificates.
7. Instructor records.
8. Marketing campaigns.
9. Learner complaints.
10. Required licenses and approvals.

Welldux may conduct reasonable reviews relating to quality, branding, financial reporting, learner safety, platform usage, and contractual compliance.

Where a material issue is identified, Welldux may require a corrective action plan within a reasonable period.

Welldux may improve, replace, update, or discontinue platform features, policies, technologies, or operational processes.

Welldux shall provide reasonable notice where a material change significantly affects an active paid partnership, unless immediate action is required for security, legal, regulatory, fraud prevention, or learner protection reasons.

Where a discontinued service materially affects the agreed commercial purpose, the Parties shall attempt in good faith to agree on an alternative solution.

This Agreement becomes effective on the date it is signed by both Parties or the effective date stated in the Partnership Schedule.

The initial term shall be stated in the Partnership Schedule.

Unless automatic renewal is selected, the Agreement shall expire at the end of the stated term unless renewed in writing.

Where automatic renewal is selected, the Agreement shall renew for successive periods unless either Party provides the required written notice.

Welldux may temporarily suspend the Partner's access, program, payment, content, branding rights, or services where reasonably necessary because of:

1. A suspected breach.
2. Fraud or payment manipulation.
3. Learner safety concerns.
4. Security risks.
5. Illegal activities.
6. Misuse of intellectual property.
7. Serious reputational harm.
8. Failure to pay amounts due.
9. Failure to maintain required licenses.
10. A legal or regulatory instruction.

Where appropriate, Welldux shall provide notice and an opportunity to respond or correct the issue.

Either Party may terminate this Agreement:

1. By giving the notice stated in the Partnership Schedule.
2. By mutual written agreement.
3. If the other Party materially breaches the Agreement and fails to correct the breach within fifteen days after written notice.

A Party may terminate immediately where the other Party:

1. Engages in fraud or serious illegal conduct.
2. Endangers learners or employees.
3. Misuses confidential information or personal data.
4. Seriously infringes intellectual property rights.
5. Misuses Welldux certificates or branding.
6. Becomes insolvent, ceases operations, or cannot perform its obligations.
7. Causes serious and demonstrable reputational damage.
8. Repeatedly breaches quality or operational standards.

Upon termination:

1. The Partner shall stop representing itself as an official Welldux Partner.
2. All unauthorized use of Welldux branding shall immediately stop.
3. Platform access may be restricted or removed.
4. Each Party shall return or delete Confidential Information where required.
5. Outstanding valid payments shall be calculated after applicable deductions.
6. Active learners shall be managed according to an agreed transition plan where reasonably possible.
7. Content may remain temporarily available where necessary to support already enrolled learners, subject to the Partnership Schedule.
8. Termination shall not affect rights or liabilities that arose before termination.

Provisions concerning payments, confidentiality, intellectual property, data protection, liability, indemnification, dispute resolution, and other provisions intended to survive shall remain effective.

Each Party represents that:

1. It has authority to enter into this Agreement.
2. Entering into this Agreement does not knowingly violate another binding obligation.
3. It will comply with applicable laws.
4. Information provided to the other Party is materially accurate.

The Partner further represents that it owns or has permission to use all content, logos, data, facilities, equipment, and materials supplied for the partnership.

Except as expressly stated, Welldux does not guarantee:

1. A specific number of learners.
2. A specific level of revenue.
3. Employment, freelancing, business, or income outcomes.
4. Continuous or error free platform availability.
5. Regulatory recognition of a certificate.
6. Success of a marketing campaign.
7. Territorial exclusivity.

Each Party shall be responsible for claims, losses, damages, penalties, and reasonable legal expenses resulting from its own:

1. Breach of this Agreement.
2. Violation of applicable law.
3. Negligence or wilful misconduct.
4. Infringement of third party rights.

The Partner shall indemnify and hold harmless Welldux, its affiliates, directors, officers, employees, and representatives from third party claims arising from:

1. Partner supplied content or materials.
2. Unauthorized advertising or representations.
3. The Partner's employees, instructors, facilities, or local operations.
4. Learner safety incidents under the Partner's control.
5. The Partner's tax, employment, licensing, or regulatory obligations.

The Party seeking indemnification shall provide reasonable notice and cooperation.

To the maximum extent permitted by law, neither Party shall be liable to the other for indirect, incidental, special, punitive, or consequential damages, including lost profits, loss of opportunity, or loss of anticipated savings.

Welldux's total aggregate liability arising from a particular partnership shall not exceed the total amount paid or payable by Welldux to the Partner, or paid by the Partner to Welldux, during the twelve months preceding the event giving rise to the claim.

The limitations in this section shall not apply where liability cannot legally be limited or to fraud, wilful misconduct, unlawful misuse of confidential information, or intellectual property infringement.

Neither Party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including:

1. Natural disasters.
2. Flood, fire, earthquake, or severe weather.
3. War, terrorism, civil unrest, or government restrictions.
4. Internet, electricity, banking, or telecommunications failures.
5. Epidemics or public health emergencies.
6. Strikes or major supply disruptions.
7. Actions of regulatory or governmental authorities.

The affected Party shall notify the other Party and take reasonable steps to reduce the impact.

If the event continues for more than sixty days and materially prevents performance, either Party may terminate the affected services without liability for future unperformed obligations.

This Agreement shall be governed by the laws of the Islamic Republic of Pakistan.

The Parties shall first attempt to resolve disputes through good faith negotiation between authorized representatives.

If the dispute is not resolved within thirty days after written notice, either Party may refer the matter to the competent courts of Islamabad, Pakistan, unless another location or dispute resolution procedure is stated in the Partnership Schedule.

Nothing prevents either Party from seeking urgent interim relief to protect intellectual property, confidential information, personal data, learners, or platform security.

Official notices under this Agreement shall be sent to the email or physical address identified in the Partnership Schedule.

A notice shall be considered received:

1. On confirmed delivery, when delivered by hand.
2. On the recorded delivery date, when sent by courier.
3. On the next business day after successful email transmission, unless a delivery failure notification is received.

Either Party must notify the other Party of changes to its official contact information.

The Partner may not assign, transfer, sell, sublicense, or subcontract its rights or obligations without Welldux's prior written approval.

Welldux may assign this Agreement to an affiliate, successor, purchaser, or entity acquiring the relevant Welldux business, provided that the assignment does not materially reduce the Partner's existing contractual rights.

Approved subcontracting does not remove the appointing Party's responsibility for performance.

34.1 Entire Agreement

This Agreement and its applicable schedules represent the complete agreement concerning the partnership and replace previous discussions or representations relating to the same subject.

34.2 Amendments

Any partnership specific amendment must be made in writing and approved by authorized representatives of both Parties. Welldux may update general platform policies where reasonably necessary, subject to appropriate notice for material changes.

34.3 Waiver

Failure to enforce a provision does not waive the right to enforce it later.

34.4 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall continue in effect.

34.5 No Third Party Beneficiaries

Unless expressly stated, this Agreement does not give rights to any person other than the Parties.

34.6 Counterparts and Electronic Acceptance

This Agreement may be signed in counterparts and may be accepted through physical signature, approved electronic signature, or another mutually accepted electronic method.

34.7 Headings

Headings are provided for convenience and do not change the interpretation of the Agreement.

For questions relating to this Agreement or the Welldux Partner Program, contact:

Welldux Partnership Team

Email: partnerships@welldux.com

Website: www.welldux.com

Address: [Insert registered address]

Phone: [Insert official phone number]

By signing below, the Parties confirm that they have read, understood, and agreed to this Welldux Partner Program Agreement and the attached Partnership Schedule.

Partner signature fields include: Partner or Organization Name; Registration or Identification Number; Authorized Representative; Designation; Email; Phone; Address; Signature; and Date.

For Welldux signature fields include: Registered Company Name; Authorized Representative; Designation; Signature; and Date.

This Schedule forms part of the Welldux Partner Program Agreement.

A. Partner Information

Records Partner Name, Organization, and Partner Type. Partner Type options include: Welldux Academy Partner; Education Partner; Corporate Learning Partner; Instructor or Content Partner; Referral or Affiliate Partner; Community and Marketing Partner; Strategic Partner; and Other (to be specified).

B. Partnership Scope

Records Purpose of Partnership; Services Provided by Welldux; Services Provided by the Partner; and Programs, Courses, or Services Covered.

C. Term and Territory

Records Effective Date; Initial Term; Renewal (No automatic renewal or Automatic renewal); Termination Notice Period; Territory, if applicable; Exclusivity (None, Limited, or Exclusive); and Conditions of Exclusivity.

D. Commercial Model

Select all that apply: Revenue sharing; Referral commission; Fixed service fee; Subscription fee; Licensing fee; Course production fee; Corporate training fee; Academy management arrangement; and Other (to be specified).

E. Revenue Share or Commission

Records Welldux Share; Partner Share; Instructor or Third Party Share, if applicable; Total (must equal 100%); Calculation Basis (Gross Revenue, Net Revenue, Fixed amount per learner, Fixed amount per transaction, or Other Calculation Basis); Eligible Products, Courses, or Services; Payment Schedule (Monthly, Quarterly, Annually, or Other); and Minimum Payment Threshold.

F. Enrollment Attribution

Records Welldux Generated Enrollment; Partner Generated Enrollment; Jointly Generated Enrollment; Attribution Method; and Attribution Period.

G. Expenses

Records Welldux Expenses; Partner Expenses; and Jointly Funded Expenses.

H. Branding and Marketing

Records Approved Brand Usage; Marketing Responsibilities; and Approval Process.

I. Reporting and Performance Requirements

Records Enrollment Target; Revenue Target; Quality Requirements; Reporting Frequency; and Other Performance Requirements.

J. Special Terms

Records any special terms applicable to the partnership, followed by Schedule Approval signature blocks for Partner and Welldux (Authorized Representative, Signature, and Date).

Non-binding guidance: The following examples are for negotiation and planning only. They do not apply automatically. The final commercial model must be entered into Schedule A and approved in writing by both Parties.

• Referral only. Welldux 70% - 80%; Partner 20% - 30%.
• Partner provides content only. Welldux 30% - 50%; Partner 50% - 70%.
• Welldux provides platform, marketing, and students. Welldux 60%; Partner 40%.
• Academy provides facilities and Welldux provides the student. Welldux 60%; Partner 40%.
• Academy provides facilities and acquires the student. Welldux 30%; Partner 70%.
• Joint student acquisition. Welldux 50%; Partner 50%.
• University or institute collaboration. Welldux Custom; Partner Custom.
• Corporate training. Fixed fee or project budget for each Party.
• Community or event partnership. Usually non-revenue or custom for each Party.
• Technology or service provider. Fixed project or monthly fee for each Party.

The percentages should be calculated from Net Revenue and should always total 100% after any instructor or third-party share has been included.

Legal review reminder: Because this document may govern payments, intellectual property, learner data, territory, operational responsibilities, and liability under Pakistani law, Welldux should obtain review from a qualified Pakistani corporate lawyer before signing with partners.