# Partner Agreement Framework

**Company:** Grow.Army  
**CEO/Founder:** David "Woody" Woodbury  
**Date:** April 2026  

*Disclaimer: This document is a business framework and does not constitute a binding legal agreement. It is intended to guide the drafting of formal legal contracts by qualified counsel.*

## 1. Introduction and Purpose

This Partner Agreement Framework outlines the terms, conditions, and operational mechanics governing the relationship between Grow.Army and its strategic reseller partners. The primary objective is to align incentives, establish clear performance expectations, and define the rights and responsibilities of both parties as they collaborate to distribute the "Growth Operating System for Main Street."

## 2. Investment and Equity Terms

The foundation of the partnership is a mutual financial commitment. Each partner must execute the required investment to unlock the full suite of reseller benefits.

| Investment Component | Detail |
| :--- | :--- |
| **Capital Contribution** | $5,000 USD |
| **Valuation Basis** | $6,000,000 Pre-Money |
| **Equity Stake** | 0.066% per Partner |
| **Investment Vehicle** | Regulation Crowdfunding (Reg CF) Security |
| **Closing Timeline** | Funds must be deposited into the designated escrow account within 14 days of executing the formal subscription agreement. |

The equity stake is granted upon the successful closing of the investment and remains the property of the partner, subject to standard vesting, transfer restrictions, and corporate governance provisions typical of early-stage private companies.

## 3. Reseller Revenue Share Structure

Partners are incentivized to actively promote and implement the Grow.Army platform across their client base through a recurring revenue share model.

### Commission Rates
- **Base Commission:** Partners earn a 20% lifetime revenue share on the gross monthly subscription fees paid by any client they directly refer and onboard.
- **Payment Schedule:** Commissions are calculated at the end of each calendar month and disbursed within 15 days of the following month, provided the accumulated balance exceeds $100.
- **Client Retention:** The revenue share is paid for the lifetime of the client's active subscription, provided the partner maintains their active status.

### Qualified Referrals
A referral is considered "qualified" when a client registers using the partner's unique tracking link, completes the onboarding process, and successfully pays their first subscription invoice.

## 4. Partner Status and Volume Requirements

To ensure the vitality of the reseller channel, Grow.Army enforces minimum performance standards. Partners must actively contribute to platform growth to retain their premium status.

### Minimum Volume Threshold
Following an initial 90-day grace period from the date of the formal agreement execution, partners must maintain a minimum of **three (3) active paid client subscriptions** at all times.

### Status Tiers and Downgrades
The partnership operates on a tiered system based on active client volume.

| Tier | Active Clients | Revenue Share | Benefits |
| :--- | :--- | :--- | :--- |
| **Active Partner** | 3+ | 20% | Full portal access, priority support, co-branding capabilities. |
| **Inactive Partner** | < 3 | 10% | Basic portal access, standard support, loss of co-branding. |

If a partner's active client count falls below three for a period exceeding 60 consecutive days, they are automatically downgraded to "Inactive Partner" status. The commission rate on any remaining active clients drops to 10%. To regain "Active Partner" status, the partner must secure enough new clients to meet or exceed the minimum threshold.

*Note: A downgrade in partner status does not affect the partner's equity ownership derived from their initial $5,000 investment.*

## 5. Operational Responsibilities

Both Grow.Army and the partner commit to specific operational duties to ensure mutual success and exceptional client experiences.

### Grow.Army Responsibilities
- **Platform Uptime:** Maintain the core platform infrastructure, ensuring reliable access to the AI-inspired executive engine, live KPI scorecards, and automated calendar sync features.
- **Technical Support:** Provide Tier 2 and Tier 3 technical support for platform issues that cannot be resolved by the partner.
- **Marketing Assets:** Supply the partner with updated marketing collateral, case studies, and sales enablement materials.
- **Feature Updates:** Continuously improve the platform, integrating new data sources and enhancing the predictive forecasting capabilities.

### Partner Responsibilities
- **Client Acquisition:** Actively market the Grow.Army platform to their network of $1M–$50M businesses.
- **Implementation:** Guide clients through the initial setup, including connecting data sources (CRM, QuickBooks, Google Analytics) and configuring the vision cascade.
- **Tier 1 Support:** Serve as the primary point of contact for their clients regarding basic platform usage, meeting facilitation, and strategy alignment.
- **Brand Compliance:** Adhere to Grow.Army's brand guidelines when utilizing co-branded materials or promoting the platform publicly.

## 6. Termination and Dispute Resolution

This framework establishes the parameters for ending the reseller relationship while protecting the interests of both parties.

### Termination for Cause
Either party may terminate the reseller agreement immediately upon written notice if the other party commits a material breach of the terms (e.g., fraud, misrepresentation, or violation of confidentiality) and fails to cure the breach within 30 days.

### Effect of Termination
Upon termination of the reseller agreement:
- The partner ceases to earn any future revenue share commissions.
- The partner loses all access to the partner portal and co-branding rights.
- Grow.Army assumes direct management and support of the partner's active clients.
- The partner's equity ownership remains intact, subject to the terms of the original investment agreements.

### Dispute Resolution
Any disputes arising from this agreement shall be resolved through good-faith negotiation. If a resolution cannot be reached within 60 days, the dispute shall be submitted to binding arbitration in the jurisdiction of Grow.Army's principal place of business.