Channel Partnership Agreement
This document is a commercial terms sheet prepared by CMOB. Both parties should seek independent legal advice before signing.
Contents
Parties
Newcastle, NSW, Australia
("CMOB")
AND
Partner Details
("Partner")
1. Purpose
This Agreement establishes a channel partnership whereby Partner generates qualified leads for CMOB's AI Readiness Audit & Workshop and related services, in exchange for revenue sharing as set out herein.
2. Territory
- Primary: New Zealand (exclusive — CMOB will not appoint another channel partner in NZ during the term)
- Secondary: Partner's existing Australian contacts (non-exclusive)
3. Partnership Buy-In
Total Partnership Fee: $20,000 AUD
Covers: white-label setup, branded materials, training, system configuration, and NZ exclusivity. This fee is non-refundable.
Payment Schedule:
- Instalment 1: $5,000 AUD due on 10 April 2026
- Instalment 2: $5,000 AUD due on 10 May 2026
- Remaining $10,000 AUD: To be recovered exclusively from Partner's commission share on SeedMGL-sourced sales. CMOB will withhold Partner's full commission entitlement on each qualifying sale until the remaining $10,000 balance is fulfilled in full.
Once the total $20,000 AUD partnership fee has been fulfilled (combining the two upfront instalments and commission deductions), Partner's full commission share as outlined in Section 4 will be paid directly to Partner with no further deductions.
4. Services & Revenue Share
| Service | Price Range | CMOB | Partner |
|---|---|---|---|
| AI Readiness Audit | $3,000–$6,000 | 60% | 40% |
| Dashboard Subscription | ~$400/month | 60% | 40% |
| Implementation Hours | $150/hour | 75% | 25% |
| Build Sprints | $5,000–$25,000+ | 75% | 25% |
| AI Training Program | $500–$2,500 | 75% | 25% |
| Tommy Advisory | $350/hour | 75% | 25% |
Year 1 Financial Projections
Assumptions: ramp from 4 to 10 audits/month, $6K per audit. SeedMGL share calculated at 40% of audit revenue + 25% of implementation and subscription revenue.
| Period | Audits/Mo | Audit Revenue | Impl + Subs | Total Revenue | SeedMGL Share |
|---|---|---|---|---|---|
| Months 1-3 | 4 | $72,000 | $16,000 | $88,000 | $32,800 |
| Months 4-6 | 6 | $108,000 | $35,000 | $143,000 | $51,950 |
| Months 7-9 | 8 | $144,000 | $50,000 | $194,000 | $70,100 |
| Months 10-12 | 10 | $180,000 | $65,000 | $245,000 | $88,250 |
| Year 1 Total | 84 audits | $504,000 | $166,000 | $670,000 | $243,100 |
Additional Revenue Opportunity: Post-Audit Services
The figures above reflect audit and ongoing subscription revenue only. Historically, a significant portion of audit clients convert into deeper engagements. Based on conservative conversion rates from an 84-audit pipeline:
- Build Sprints: ~35% conversion (29 clients) at an average of $12,000 per sprint = $348,000 in additional revenue. SeedMGL share (25%) = $87,000
- AI Training Programs: ~20% conversion (17 clients) at an average of $1,500 per program = $25,500 in additional revenue. SeedMGL share (25%) = $6,375
- Tommy Advisory: ~12% conversion (10 clients) averaging 5 hours each at $350/hr = $17,500 in additional revenue. SeedMGL share (25%) = $4,375
This represents an estimated $391,000 in additional downstream revenue, with a potential $97,750 in extra Partner share on top of the core projections above. Build sprints in particular represent the largest upsell opportunity, as most businesses that complete an audit want to move straight into implementation.
5. Partner Obligations
- Generate qualified leads (phone, email, database)
- Ensure prospects meet criteria: NZ/AU business, 10+ employees, $500K+ revenue, uses digital tools, leadership interested in AI
- Book discovery calls with Tommy Leung
- Maintain professional representation of CMOB services and values
- Not misrepresent services, capabilities, or pricing
- Provide monthly pipeline and lead status report
6. CMOB Obligations
- Deliver all services to quality standards consistent with CMOB's own client work
- Provide SeedMGL-branded materials and white-label versions
- Train Partner's team on audit methodology, service delivery, and positioning
- Pay Partner's revenue share within 14 days of CMOB receiving client payment
- Provide monthly revenue and project status report
- Maintain and continuously improve technology platform and methodologies
7. White-Labelling
SeedMGL-branded versions shall be provided for:
- Audit reports and deliverables
- Client dashboard
- Proposals and scoping documents
- Marketing materials and collateral
"Powered by CMOB" attribution must appear in footer or small print on all white-labelled materials. Partner may not modify or remove CMOB's attribution, methodology, or underlying systems without CMOB's written approval.
8. Intellectual Property
All intellectual property, methodologies, software, tools, and systems remain the exclusive property of CMOB. Partner receives a non-transferable, non-exclusive licence to use these materials solely for delivery to joint clients under this Agreement, for the duration of the term only.
9. Client Relationships
Clients are joint clients of both CMOB and Partner. Partner maintains the primary relationship and commercial contact; CMOB delivers the services. Neither party may solicit or negotiate separate terms with the client without the other's written consent. Upon termination of this Agreement:
- Partner's share of subscription revenue ceases
- Partner's share of implementation and build sprint revenue continues for work already in progress, subject to completion by CMOB
- CMOB may continue serving the client post-termination without further payment to Partner
10. Term & Termination
- Initial Term: 12 months from execution date
- Renewal: Automatically renews for successive 12-month periods unless either party provides 90 days written notice of non-renewal
- Termination by Either Party: Either party may terminate with 90 days written notice
- Termination for Cause: CMOB may terminate immediately if Partner materially misrepresents services, engages in fraudulent conduct, or breaches core obligations
- Post-Termination: Existing client engagements shall be fulfilled as contracted. White-label licence ends. NZ exclusivity ends. Partnership buy-in is non-refundable.
11. Confidentiality
All business information, client data, pricing structures, methodologies, and technical systems shared under this Agreement are confidential and must not be disclosed to third parties without prior written consent. This obligation survives for 2 years following termination of the Agreement.
12. Payment Terms
- CMOB invoices clients directly for all services
- Partnership Buy-In Instalments: $5,000 AUD due on 10 April 2026; $5,000 AUD due on 10 May 2026. Invoiced by CMOB to Partner.
- Commission Holdback Period: Until the remaining $10,000 AUD of the partnership fee is fulfilled, CMOB will withhold Partner's commission entitlement on all SeedMGL-sourced sales and apply it toward the outstanding balance. A running balance will be included in each monthly reconciliation report.
- Post-Fulfilment: Once the full $20,000 AUD partnership fee is satisfied, Partner's revenue share will be paid within 14 days of CMOB receiving client payment, with no further deductions.
- Payment method: AUD bank transfer to Partner-nominated account
- Monthly reconciliation report provided showing all leads, projects, revenue, Partner share calculations, and buy-in balance remaining (if applicable)
- Partner shall have 30 days to dispute any invoice or payment calculation
13. Dispute Resolution
- Good Faith Negotiation: Any dispute shall first be addressed through good faith negotiation between principals (Tommy Leung for CMOB, and Partner's director) within 30 days
- Mediation: If unresolved, disputes proceed to online mediation via a mutually agreed mediator
- Governing Law: This Agreement is governed by and construed in accordance with the laws of New South Wales, Australia
14. General
- This Agreement constitutes the entire understanding between the parties
- Any amendments or modifications must be made in writing and signed by both parties
- Partner may not assign this Agreement or its rights/obligations to any third party without CMOB's written consent
- If any clause is found invalid, remaining clauses shall continue in force
Digital Acceptance
CMOB Pty Ltd
Signed digitally on 10 April 2026