NEDLAW5 LLC PARTNERSHIP AGREEMENT

School and Community Fundraising Campaign

Discussion Draft — Subject to Legal Review and Signature

This Partnership Agreement (“Agreement”) is entered into as of [Effective Date] between:

NEDLAW5 LLC
145 East Swedesford Road, Suite 1138
Wayne, Pennsylvania 19087
Email: info@nedlaw5.com
Phone: 215-459-6717
(“NEDLAW5”)

and

Partner’s Legal Name:
Partner Type: ☐ School ☐ School District ☐ PTA/PTO ☐ Nonprofit ☐ Community Organization ☐ Other:
Address:
Email:
Phone:
(“Partner”)

NEDLAW5 and the Partner may individually be called a “Party” and together the “Parties.”

1. Purpose of the Partnership

The Parties agree to conduct a fundraising campaign through which supporters may purchase educational courses offered by NEDLAW5.

NEDLAW5 will pay the Partner the agreed share of Qualifying Sales associated with the Partner’s campaign, subject to this Agreement.

The Partner intends to use campaign proceeds for the approved purpose identified in Schedule A.

Educational course purchases are commercial transactions. They are not automatically charitable or tax-deductible contributions. Neither Party will represent a purchase as tax deductible unless that representation is accurate and legally authorized.

2. Campaign Term

The campaign will begin on [Start Date] and end on [End Date], unless extended or ended earlier by a written agreement signed by both Parties.

The Parties may agree to additional campaign periods in writing.

No public campaign activity may begin until:

1. Both Parties have signed this Agreement;
2. Required organizational approvals have been obtained;
3. The campaign materials have been approved;
4. Any legally required registrations, filings or approvals have been completed; and
5. NEDLAW5 has provided the campaign link, code or tracking method.

3. NEDLAW5 Responsibilities

NEDLAW5 will:

1. Provide the educational courses identified in Schedule A.
2. Establish a campaign link, code or other agreed tracking method.
3. Process eligible course purchases or coordinate processing through an approved provider.
4. Provide course access to eligible purchasers.
5. Track Qualifying Sales connected to the campaign.
6. Provide campaign reports according to the schedule in this Agreement.
7. Calculate the Partner’s share using the agreed formula.
8. Make payments according to this Agreement.
9. Handle customer-service and refund requests involving NEDLAW5 courses.
10. Provide approved campaign descriptions, disclosures and promotional materials.
11. Protect personal information using reasonable administrative, technical and organizational safeguards.
12. Maintain records reasonably necessary to document sales, refunds, chargebacks, payments and adjustments.

4. Partner Responsibilities

The Partner will:

1. Identify its campaign goal and approved use of funds.
2. Designate an authorized campaign representative.
3. Obtain any school, district, board, nonprofit or organizational approvals required for participation.
4. Review and approve campaign materials before public distribution.
5. Promote the campaign only through lawful and organization-approved methods.
6. Use the Partner’s name, logo, email lists and communication channels only as authorized by its policies.
7. Provide accurate information about the Partner and the campaign purpose.
8. Avoid making guarantees concerning campaign participation, sales or earnings.
9. Avoid describing purchases as donations or tax-deductible contributions unless legally accurate.
10. Direct course-access, purchase and refund questions to NEDLAW5.
11. Protect campaign links, reports and customer information from unauthorized use.
12. Notify NEDLAW5 promptly of complaints, suspected fraud, inaccurate promotional statements or unauthorized campaign activity.

The Partner is not responsible for processing customer payments or issuing customer refunds unless the Parties expressly agree otherwise in writing.

5. Educational Courses and Prices

The courses included in the campaign and their prices will be listed in Schedule A or on an approved NEDLAW5 campaign page.

NEDLAW5 will not materially change the listed courses, prices or Partner percentage during the campaign without written notice to the Partner.

A course-price change will not apply retroactively to a completed purchase.

Course descriptions, access periods and any material purchase restrictions must be provided to customers before checkout.

6. Qualifying Sales

A “Qualifying Sale” is a completed and paid purchase that:

1. Is connected to the Partner through the approved campaign link, code or tracking method;
2. Is received during the campaign term or another agreed attribution period;
3. Has not been refunded, canceled or reversed;
4. Is not fraudulent, unauthorized, duplicated or made for testing purposes; and
5. Otherwise satisfies the written campaign requirements in Schedule A.

A purchase that cannot reasonably be connected to the Partner’s campaign will not qualify unless NEDLAW5 confirms the connection through reliable records.

Taxes, refunded amounts, chargebacks and amounts collected for a third party are excluded from Qualifying Sales unless Schedule A states otherwise.

7. Partner Share

The Partner will earn % of the [gross course price / eligible net course sale] for each Qualifying Sale associated with its campaign.

If “eligible net course sale” is selected, permitted deductions must be listed here:

No deduction may be made unless it is expressly identified in this Agreement or Schedule A.

Ordinary operating expenses of NEDLAW5 will not reduce the Partner’s share unless specifically stated in this Agreement.

The Partner’s share is campaign revenue earned under this Agreement. It is not a commission paid to individual students, volunteers, employees or supporters.

8. Reports and Payments

NEDLAW5 will provide a report showing, as applicable:

1. The reporting period;
2. Number of tracked purchases;
3. Eligible purchase amounts;
4. Refunds, cancellations and chargebacks;
5. Partner-share calculations;
6. Prior-period adjustments; and
7. Amount payable to the Partner.

Reports will use transaction or order-reference numbers and will avoid disclosing unnecessary customer information.

Payments will be made:

Payment frequency: [Monthly / Twice Monthly / Other: __________]

Scheduled payment date or dates:

Payment method: [ACH / Business Check / Other: ______________]

Minimum payment threshold, if any: $

If a scheduled payment date falls on a weekend or bank holiday, payment may be made on the next business day.

The Partner must notify NEDLAW5 of a suspected reporting or payment error within 30 calendar days after receiving the applicable report. The Parties will review the records and correct any confirmed error.

9. Refunds, Chargebacks and Adjustments to Partner Earnings

9.1 Customer Refund Responsibility

NEDLAW5 handles customer refund requests and coordinates approved refunds with the payment provider under the refund policy applicable to the purchase.

The Partner will direct customer refund inquiries to info@nedlaw5.com or 215-459-6717.

The Partner is not responsible for processing customer refunds.

9.2 Effect on Partner Earnings

Amounts refunded to customers or reversed through chargebacks do not qualify for Partner earnings.

For a partial refund, only the Partner earnings attributable to the refunded portion will be reversed. No transaction will be deducted twice.

9.3 Refunds Before a Partner Payment

If a refund or chargeback occurs before the associated Partner earnings are paid, NEDLAW5 will remove those earnings from the pending payment and show the adjustment on the Partner’s report.

9.4 Refunds After a Partner Payment

If the associated earnings have already been paid, NEDLAW5 may deduct the corresponding overpayment from a subsequent Partner payment.

Each deduction must be supported by a transaction-level explanation. The adjustment will not exceed the Partner earnings previously paid on the refunded or reversed amount.

9.5 Fees

NEDLAW5 is responsible for ordinary payment-processing fees, nonrefundable processing fees and chargeback fees. These fees will not be deducted from the Partner’s earnings unless a fee results directly from the Partner’s fraud, unauthorized conduct or material breach of this Agreement.

9.6 Reporting and Corrections

Reports will identify the affected order, original eligible amount, refund or reversal amount and corresponding Partner adjustment without disclosing unnecessary customer information.

The Partner may request supporting documentation or dispute an adjustment in writing. Both Parties will review the records and correct any confirmed error.

If reversed funds are recovered, the related Partner earnings will be restored on the next report and paid according to the Agreement’s payment schedule.

9.7 Ending the Partnership

Ending the partnership does not eliminate adjustments associated with purchases completed before termination.

If an overpayment cannot be deducted from future earnings, NEDLAW5 will provide an itemized statement. The Partner will repay any undisputed overpayment within 30 calendar days after receiving the statement.

A disputed amount will be handled under Section 19 of this Agreement.

9.8 Customer Refunds Remain Separate

A customer’s eligible refund will not be reduced or delayed because NEDLAW5 is waiting to recover an overpayment from the Partner.

9.9 Illustrative Example

If a qualifying $79 purchase earns the Partner 30%, the Partner’s share would be $23.70.

A full refund would reverse the $23.70 Partner share. The Partner would not be responsible for refunding the customer’s entire $79 purchase.

This example is for illustration only. The actual course price and Partner percentage are stated in Schedule A.

10. Campaign Materials and Public Statements

All campaign materials must accurately describe:

1. NEDLAW5;
2. The Partner;
3. The courses being offered;
4. The campaign’s approved purpose;
5. The commercial nature of the purchase;
6. The applicable refund policy; and
7. The absence of guaranteed results.

The Partner must approve any material prominently using its name, logo, photographs or trademarks before publication.

NEDLAW5 must approve any material that describes its courses, prices, payment terms, refund policy or business operations before publication.

Neither Party may make false, misleading or unsubstantiated statements about the campaign.

11. Names, Logos and Intellectual Property

Each Party grants the other a limited, nonexclusive, revocable license to use its approved name and logo solely for the campaign.

Neither Party acquires ownership of the other Party’s name, logo, courses, content, trademarks or other intellectual property.

All uses must follow the owner’s written brand instructions. Use must stop within a reasonable period after the Agreement ends, except for archival, legal or reporting purposes.

Student photographs, names, voices, videos or testimonials may not be used without all permissions required by the Partner’s policies and applicable law.

12. Privacy and Data Protection

Each Party will collect, use and disclose personal information only as reasonably necessary for the campaign and according to its applicable privacy policy and legal obligations.

NEDLAW5 will not provide the Partner with complete payment-card numbers, customer passwords or information unnecessary to verify campaign results.

The Partner will not provide NEDLAW5 with student education records, medical information, Social Security numbers or other sensitive student information unless a separate written agreement specifically authorizes and protects that information.

Each Party will promptly notify the other of a suspected security incident materially affecting campaign information shared between the Parties.

13. School-Specific Requirements

This section applies when the Partner is a school, school district, PTA, PTO, athletic program, student organization or school-affiliated foundation.

1. The signer represents that the required school or district approval has been obtained.
2. Participation by students, families, faculty or staff is voluntary unless the school’s lawful policies provide otherwise.
3. No student’s grades, team status, activities, privileges or educational opportunities may depend on making a purchase or generating a sale.
4. Campaign communications involving students must follow school policies and applicable law.
5. NEDLAW5 will not request access to protected student education records.
6. The school retains supervision and control over school-sponsored communications and activities.
7. The school’s participation does not constitute an endorsement of every NEDLAW5 product or business activity.

If this section does not apply, mark here: ☐ Not Applicable.

14. Community-Organization Requirements

This section applies when the Partner is a nonprofit, food bank, neighborhood organization, reentry organization, faith-based organization, charitable organization or other community program.

1. The Partner represents that it is validly organized and authorized to enter this Agreement.
2. The Partner will accurately describe its charitable, tax-exempt or organizational status.
3. The Partner will not represent a purchase as a charitable donation or issue a donation receipt for the course purchase unless legally authorized.
4. The Partner will use campaign proceeds for the approved purpose in Schedule A.
5. The Partner will maintain records showing its receipt and use of campaign payments.
6. The Partner will obtain any organizational or board approval required to participate.

If this section does not apply, mark here: ☐ Not Applicable.

15. Legal and Regulatory Compliance

Each Party will comply with laws and policies applicable to its responsibilities under this Agreement.

The Parties acknowledge that government registration, contract filing, campaign notice or approval requirements may apply depending on the campaign structure and the legal classification of the Parties.

No campaign will begin until the Parties determine that required registrations, filings and approvals have been completed.

Nothing in this Agreement establishes that NEDLAW5 is a charitable organization or that a course purchase is a charitable contribution.

16. Independent Contractors

The Parties are independent contractors.

This Agreement does not create an employment, agency, franchise, joint venture, fiduciary or legal partnership relationship between the Parties.

Neither Party may bind the other to an obligation except as expressly authorized in writing.

17. Records and Review

NEDLAW5 will maintain reasonably sufficient records supporting campaign sales, refunds, chargebacks, Partner-share calculations and payments.

Upon reasonable written request, the Partner may review records directly related to its campaign, subject to customer privacy, security and confidentiality restrictions.

The Partner will maintain records concerning its approvals, campaign communications and receipt of payments.

Unless a longer period is legally required, campaign financial records will be maintained for at least [three/four/seven] years after the relevant transaction or termination of this Agreement.

18. Termination

Either Party may terminate this Agreement without cause by providing [15/30] calendar days’ written notice.

Either Party may terminate immediately if the other Party:

1. Makes a materially false or misleading statement;
2. Misuses names, logos, customer information or campaign funds;
3. Engages in unlawful or fraudulent conduct;
4. Materially breaches this Agreement and fails to correct a curable breach within 10 business days after written notice; or
5. Creates a material legal, financial, security or reputational risk that cannot reasonably be corrected.

After termination:

1. New campaign promotion will stop;
2. Campaign links may be disabled;
3. Existing customer obligations and valid refunds will still be honored;
4. Final reports and payments will be completed after applicable adjustments; and
5. Sections intended to survive termination will remain effective.

19. Dispute Resolution

The Parties will first attempt in good faith to resolve a dispute through discussions between their authorized representatives.

A Party disputing a report, payment or adjustment must provide a written explanation and available supporting information.

If the dispute is not resolved within 30 calendar days, the Parties will participate in nonbinding mediation in [County], Pennsylvania, before filing a lawsuit, unless immediate court relief is reasonably necessary.

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-law principles.

Any legal proceeding will be brought in a court of competent jurisdiction located in [County], Pennsylvania, unless applicable law requires another location.

20. Limitation of Results

NEDLAW5 does not guarantee a specific number of purchases, amount of revenue, participation rate or Partner payment.

Campaign results depend on factors including course selection, prices, promotion, audience participation, refunds, chargebacks and economic conditions.

Any fundraising illustration is an example only and is not an earnings guarantee.

21. Notices

Formal notices under this Agreement must be sent by email and one additional method listed below:

For NEDLAW5:
Email: info@nedlaw5.com
Mail: 145 East Swedesford Road, Suite 1138, Wayne, PA 19087

For the Partner:
Email:
Mail:

Notice is effective when confirmed by email, personal delivery, recognized delivery service or certified mail.

22. General Terms

This Agreement and its schedules contain the entire agreement concerning the campaign and replace earlier oral or written discussions about the same subject.

An amendment must be in writing and signed by both Parties.

Neither Party may transfer this Agreement without the other Party’s written consent, except in connection with a lawful business reorganization or successor that assumes the transferring Party’s obligations.

If a provision is found unenforceable, the remaining provisions will remain effective.

A failure to enforce a provision on one occasion is not a waiver of the right to enforce it later.

Electronic signatures and counterparts are permitted and will be treated as originals.

23. Authorized Signatures

The individuals signing below represent that they have authority to sign for their respective organizations.

NEDLAW5 LLC

By: _______________________________________________

Name: John D. Walden

Title: Founder

Date: _____________________________________________

Signature: _________________________________________

Partner

Legal Organization Name: ____________________________

By: _______________________________________________

Printed Name: ______________________________________

Title: _____________________________________________

Date: _____________________________________________

Signature: _________________________________________

Required governing-body approval obtained:
☐ Yes ☐ Not Required

SCHEDULE A

Campaign and Financial Terms

Campaign name:

Partner type:
☐ School
☐ School District
☐ PTA/PTO
☐ Nonprofit
☐ Community Organization
☐ Other:

Campaign goal:
$

Approved purpose for Partner proceeds:

Campaign start date:

Campaign end date:

Post-campaign attribution period, if any:

Campaign link or tracking code:

Courses included:

Course prices:

Partner share: %

Partner-share calculation:
☐ Gross course price
☐ Eligible net course sale

Permitted deductions, if applicable:

Reporting frequency:

Payment schedule:

Payment method:

NEDLAW5 campaign representative:
John D. Walden
info@nedlaw5.com
215-459-6717

Partner campaign representative:
Name:
Title:
Email:
Phone:

Approved communication channels:
☐ Website
☐ Email
☐ Social media
☐ Printed materials
☐ Alumni communications
☐ Parent communications
☐ Community outreach
☐ Other:

Additional campaign terms:

Schedule A Approval

NEDLAW5 LLC Signature: _____________________ Date: __________

Partner Signature: __________________________ Date: __________

NEDLAW5 LLC • Turn Learning Into Fundraising™ • nedlaw5.com