# PARTNERSHIP AGREEMENT
This Partnership Agreement ("Agreement") is made as of between:
IntelliCoach Pte Ltd ("IntelliCoach")
7 Temasek Boulevard #12-07
Suntec Tower One
Singapore 038987
and
Megumi Haeussler Albi ("Partner")
Gernotstrasse 21b
22559 Hamburg, Germany
## 1. PURPOSE
The purpose of this Agreement is to establish a partnership for delivering IntelliCoach's coaching training programs in the Japanese market.
## 2. TERM AND TERRITORY
2.1. This Agreement shall commence on and continue unless terminated as provided herein.
2.2. Partner shall have exclusive rights to market, sell, and deliver IntelliCoach programs in Japanese within Japan.
## 3. PARTNER RESPONSIBILITIES
Partner shall:
a) Translate course materials into Japanese
b) Market and promote the programs in Japan
c) Deliver training programs in Japanese
d) Maintain ICF accreditation standards
e) Set appropriate pricing for the Japanese market
f) Provide regular progress reports to IntelliCoach
## 4. INTELLICOACH RESPONSIBILITIES
IntelliCoach shall:
a) Provide all course materials and intellectual property
b) Maintain the technical infrastructure
c) Provide training and support to Partner
d) Maintain global ICF accreditation
e) Provide access to all platform updates and improvements
f) Generate and provide invoices through IntelliCoach's invoicing system
g) When collecting payments directly:
- Collect and manage customer payments
- Disburse Partner's share of revenue within the same calendar month
h) Maintain accurate records of all revenue
## 5. REVENUE SHARING AND PAYMENT PROCESSING
5.1. Revenue split shall be:
- 70% to Partner
- 30% to IntelliCoach
5.2. Payment Collection Options:
Option A: IntelliCoach Collection
a) IntelliCoach shall collect payments directly from clients
b) IntelliCoach shall disburse Partner's 70% share within the same calendar month
c) IntelliCoach shall provide payment confirmation and transaction details
Option B: Partner Collection
a) Partner may collect payments directly from Japanese clients
b) Partner shall maintain clear records of all received payments
c) Partner shall transfer IntelliCoach's 30% share within the same calendar month
d) Partner shall provide payment confirmation and transaction details for each transfer
5.3. Reporting:
- The collecting party shall provide monthly statements showing all payments received from clients
- Both parties shall maintain accurate records of all transactions
## 6. QUALITY STANDARDS
6.1. Partner shall maintain quality of delivery in accordance with:
a) ICF standards of training
b) ICF coaching core competencies
c) IntelliCoach course alignment and methodology
## 7. INTELLECTUAL PROPERTY
7.1. All IntelliCoach materials, methods, and branding remain IntelliCoach's property.
7.2. Translated materials shall be jointly owned.
## 8. TERMINATION
8.1. Either party may terminate with 90 days' written notice.
8.2. Upon termination:
- Complete ongoing courses
- Return all materials
- Cease using IntelliCoach branding
## 9. GOVERNING LAW
This Agreement shall be governed by Singapore law.
## 10. SIGNATURES
For IntelliCoach Pte Ltd:
________________________
Name:
Title:
Date:
For Partner:
________________________
Megumi Haeussler Albi
Date:
V1.01 - 20241126 Updates to #4 and #5 (payment collection)
V1.00 - 20241115 Initial version based on Discussion
