Design Partner Agreement

Last updated: January 24th, 2025

This Design Partner Agreement ("Agreement") is entered into as of the Effective Date by and between SigmaOne LLC ("Company"), with corporate headquarters in Ohio, and the undersigned party ("Partner"), collectively referred to as the "Parties."

1. PURPOSE The Company is developing an AI-powered software tool, SigmaOne, designed for Managed Service Providers ("MSPs"). The Partner desires to engage with the Company as a design partner to provide feedback and collaborate on the product’s development.

2. TERM This Agreement shall commence on the Effective Date and continue until terminated by either Party upon thirty (30) days’ written notice or upon conversion to a paid engagement as outlined in Section 11.

3. SCOPE OF WORK

The Company shall provide access to early versions of SigmaOne for testing and feedback.

The Company will work closely with the Partner to develop integrations and optimize the product for real-world MSP use cases.

The Partner agrees to participate in scheduled discussions, feedback sessions, and usability testing.

The Company may, at its discretion, implement Partner’s feedback into the development roadmap.

4. PARTICIPATION & RESPONSIBILITIES

The Partner shall actively use, test, and provide feedback on SigmaOne.

The Partner acknowledges that SigmaOne is in an early-stage and may contain bugs, defects, or incomplete features.

The Partner shall not use SigmaOne for any production or mission-critical purposes.

The Company may request periodic meetings or reports on the Partner’s experience and recommendations.

5. CONFIDENTIALITY & NON-DISCLOSURE

The Partner agrees to maintain confidentiality of all proprietary information, including but not limited to software, documentation, business strategies, and trade secrets.

The Partner shall not disclose, distribute, or use any confidential information for any purpose other than participating as a design partner.

This confidentiality obligation shall survive termination of this Agreement for a period of three (3) years.

6. INTELLECTUAL PROPERTY

The Company retains all rights, title, and interest in SigmaOne and any related intellectual property.

Any feedback, suggestions, or improvements suggested by the Partner shall be deemed the sole property of the Company.

7. LIMITATION OF LIABILITY

SigmaOne is provided "as-is" without any warranties of any kind.

The Company shall not be liable for any damages, including but not limited to loss of profits, data, or business operations arising from the Partner’s use of SigmaOne.

8. TERMINATION

Either Party may terminate this Agreement with thirty (30) days’ written notice.

Upon termination, the Partner shall cease use of SigmaOne and return or destroy any confidential information received.

9. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.

10. GENERAL TERMS

This Agreement constitutes the entire agreement between the Parties regarding SigmaOne and supersedes all prior agreements.

No modifications or waivers shall be valid unless in writing and signed by both Parties.

11. CONVERSION TO PAID ENGAGEMENT

Upon successful completion of primary integrations and SigmaOne achieving its intended initial use capacity, the design partnership shall convert into a paid engagement.

The Partner shall have the option to continue as a paid subscriber under mutually agreed-upon commercial terms.

The Company will provide advance notice to the Partner regarding the transition timeline and payment structure.

12. SIGNATURES IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.