White-Label Partner Agreement (Draft)
JennaZ, LLC · dba Jenna Zwagil Consulting · Las Vegas, Nevada · www.jennazwagil.com
DRAFT TEMPLATE — to be reviewed by an attorney before use. Bracketed items are filled in per partner.
This White-Label Partner Agreement ("Agreement") is between JennaZ, LLC, a Nevada limited liability company dba Jenna Zwagil Consulting ("Consultant"), and the agency or individual approved as a partner ("Partner").
1. Relationship
1.1 Partner sells services to its own clients ("End Clients") under Partner's brand. Consultant performs the work behind the scenes as a subcontractor to Partner.
1.2 The parties are independent contractors. Nothing here creates a partnership, joint venture, employment or agency relationship. Neither party may bind the other.
1.3 Partner retains 60% and Consultant receives 40% of the End Client service revenue collected for Consultant's approved work, as defined in Section 3. This is a subcontracting fee arrangement, not an employment or legal partnership.
2. White-Label Delivery
2.1 Consultant will not identify itself to End Clients or market to them directly, unless Partner gives written permission.
2.2 Partner owns the End Client relationship, including sales, contracts, billing, collections, and support communications, unless the parties agree otherwise in writing.
2.3 Partner is responsible for its own agreement with each End Client, and for not promising scope, timelines or results beyond what Consultant has agreed in writing. Neither party guarantees revenue, sales, leads or results.
3. Pricing and Payment
3.1 Revenue split. Partner retains 60% and Consultant receives 40% of service revenue Partner collects from the End Client for the work approved in the project order ("Wholesale Price"). No minimum Consultant fee applies. Service revenue excludes separately stated taxes collected for a taxing authority and separately itemized, pre-approved third-party costs. Partner's overhead, card-processing fees, sales commissions and internal expenses do not reduce the service revenue used for the split. Bundled services must allocate a written, mutually approved service price to Consultant's work.
3.2 Deposit and delivery balance. The project order records the approved End Client service price, Consultant's anticipated 40% Wholesale Price, and the corresponding deposit and balance. Partner pays 50% of that Wholesale Price in cleared funds before Consultant begins work and the remaining 50% at delivery, before release of final usable deliverables, source files, credentials or ownership rights. Partner may instead pay the full Wholesale Price upfront. Consultant is not required to begin or release work while the corresponding payment remains unpaid.
3.3 Collections and reconciliation. Partner handles End Client billing and collections. The kickoff payment is an advance against Consultant's 40% share, not an additional fee. Partner supplies the End Client agreement, invoices and evidence of collections before kickoff and an updated collection statement before delivery. The parties reconcile the Wholesale Price to actual service revenue collected, including approved additional charges; any overpayment or shortfall is resolved in writing before final release. End Client non-payment does not require Consultant to continue work or release unpaid deliverables.
3.4 Price approval and reporting. Consultant must approve the service scope and End Client service price in writing before Partner commits Consultant to a project. Partner may not discount, refund, credit, reallocate bundled revenue or expand Consultant's scope without Consultant's prior written approval. Partner must promptly disclose additional collections and approved price changes and provide supporting invoices and payment records on reasonable request. Consultant may pause work or final release until discrepancies are resolved. This does not give Consultant a right to a minimum fee above its agreed 40% share.
3.5 Refunds and disputes. Partner may not deduct an End Client refund, chargeback or dispute from Consultant's share unilaterally. Any adjustment, responsibility for completed work, and treatment of the kickoff advance must be agreed in writing, subject to applicable law and Exhibit A. Nothing in this Agreement guarantees that an End Client will pay.
3.6 Monthly technology fees, software and other third-party costs are billed separately to Partner as stated in Consultant's Standard Terms and fee schedules; they are not subject to the 60/40 split unless a project order expressly states otherwise.
3.7 Late balances may pause work under Exhibit A — Standard Terms. No final ownership rights transfer until Consultant's reconciled share and any separately owed costs are paid.
4. Project Orders
4.1 Each project starts with a written project order approved by both parties (email is enough) naming the End Client, service, scope, approved End Client service price, 60/40 allocation, Consultant's Wholesale Price, kickoff deposit, delivery balance, excluded costs and timeline. Final scope and pricing are confirmed personally by Jenna.
4.2 Partner provides End Client content, access and approvals through Partner unless direct contact is approved.
5. Ownership and Portfolio
5.1 On full payment, rights in final deliverables transfer to Partner (or its End Client, at Partner's direction) as described in Exhibit A. Consultant keeps its pre-existing tools, templates and know-how.
5.2 Consultant will not show white-label work publicly without Partner's written permission.
6. Non-Solicitation and Mutual Non-Disclosure Agreement
6.1 During this Agreement and for [12] months after, Consultant will not knowingly solicit Partner's End Clients introduced under this Agreement, and Partner will not solicit Consultant's staff or subcontractors.
6.2 Mutual protection. Each party may disclose information as a "Disclosing Party" and receive information as a "Receiving Party". Confidential Information includes non-public pricing, collection records, proposals, client identities and data, business plans, financial information, credentials, source code, automation workflows, prompts, designs, methods and trade secrets disclosed in any form in connection with evaluating or performing this Agreement, where marked confidential or reasonably understood to be confidential. Both parties have the same duties under this mutual NDA.
6.3 Permitted use and care. The Receiving Party will use Confidential Information only to evaluate or perform the approved engagement, protect it with reasonable care and at least the care used for its own comparable information, and not disclose or exploit it for any other purpose. Access is limited to personnel, professional advisers and subcontractors who need it for that purpose and are bound by confidentiality duties at least as protective. The Receiving Party remains responsible for their compliance. Confidential Information may not be entered into public AI tools or other third-party services that use it for training or unrelated purposes without the Disclosing Party's written permission.
6.4 Exclusions. These duties do not cover information the Receiving Party can demonstrate was public without breach, already lawfully known without a confidentiality duty, independently developed without using the disclosure, or lawfully received from another source without a confidentiality duty.
6.5 Required disclosure. If disclosure is legally required, the Receiving Party will, where legally permitted, promptly notify the Disclosing Party, cooperate with reasonable efforts to seek protection, and disclose only what is required. Nothing prohibits legally protected reporting or disclosures to government authorities.
6.6 Incidents and return. The Receiving Party will promptly notify the Disclosing Party of known unauthorized access or disclosure and cooperate in limiting harm. On written request or termination, it will return or securely delete Confidential Information, except records required by law, necessary to establish contractual rights, or retained in routine backups. Any retained information remains protected and may not be used for another purpose.
6.7 Duration and ownership. Confidentiality and limited-use duties apply during this Agreement and for 2 years after it ends; trade secrets remain protected for as long as they qualify as trade secrets under applicable law. Disclosure grants no ownership or license beyond the limited use expressly permitted here. This mutual NDA survives termination.
6.8 Remedies. Either party may seek injunctive or other equitable relief for an actual or threatened breach, subject to applicable law and court discretion, in addition to remedies otherwise available under this Agreement. No automatic damages, penalty or guarantee of a court order is created by this clause.
7. Term and Termination
7.1 This Agreement continues until either party ends it with [30] days' written notice.
7.2 Active project orders continue to completion and payment unless both parties agree otherwise.
8. General
8.1 Exhibit A — Standard Terms applies to each project order, with Partner as "Client". If they conflict, this Agreement controls on the partner relationship.
8.2 Liability limits in Exhibit A apply.
8.3 Nevada law governs. Venue is Clark County, Nevada.
8.4 Partner accepts this Agreement electronically when applying. Consultant accepts by approving the application in writing. Existing accepted agreements and approved project orders are not changed retroactively; an existing Partner must accept this revised Agreement in writing before it replaces earlier terms.