---

name: community-partner-deal-templates
description: Use when structuring, drafting, or reviewing a HAQQ partnership agreement across five deal types — reseller (commission, territory, exclusivity), tech integration (API access, branding, mutual referral), co-marketing (content and event obligations), strategic (equity, governance, lockup), and academic (discount, research, co-authorship). Produces a term sheet or heads of terms appropriate for the deal type, with MENA-region considerations and references to existing HAQQ partners (Tawqi3i, Mani Group, Oneic, Highworth, Amman Arab University).
license: MIT
metadata:
id: community.partner-deal-templates
category: community
jurisdictions: [multi]
priority: P1
intent: [community, partnership, deal-terms, bd, templates]
related: [academy-partnership-pitch, community-bar-association-co-host-webinar, community-nvidia-inception-co-marketing, academy-vc-program-pitch]
source: Louis — HAQQ Legal AI (github.com/sboghossian/mini-claude-for-legal)
version: "1.0"

Partner Deal Templates — HAQQ Partnership Term Structures

When to use this

Invoke when:

• A BD or partnerships team is negotiating a new partnership and needs a term sheet
• A partner asks for HAQQ's standard commercial terms for their deal type
• A legal review of a proposed partnership structure is needed
• An existing partner agreement needs to be renewed or renegotiated
• A new deal type is being structured and there is no existing precedent

Deal type taxonomy

HAQQ has five primary partnership deal types. Select the appropriate template based on what the partner does:

Deal type	What the partner does	Revenue model
Reseller	Sells Louis subscriptions to their customer base	Commission on referred revenue
Tech integration	Connects their product to Louis via API	Mutual referral / revenue share / flat fee
Co-marketing	Creates content, events, or campaigns with HAQQ	Cost-sharing or barter
Strategic	Deep commercial or equity-linked relationship	Equity / revenue share / governance
Academic	Education and research partnership	Discount + research + IP terms

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Template 1: Reseller Agreement

Key terms

Commission structure:

• Standard: 15–25% of net subscription revenue from referred customers
• Volume tiers: commission increases at agreed ARR thresholds (e.g., above USD 100k ARR referred, commission increases to 30%)
• Payment: monthly in arrears; 30-day payment terms

Territory:

• Default: non-exclusive in reseller's primary market
• Exclusive territory: available for committed partners with minimum revenue guarantees; negotiated separately
• Territory definition: by country or by customer segment (e.g., "all law firms with 50+ lawyers in Jordan")

Exclusivity:

• HAQQ does not grant exclusivity as a default
• Limited exclusivity (e.g., exclusive introductions to a specific named customer) available in exchange for higher commission share or minimum commitment
• Non-compete: reseller may not represent competing legal AI products in the same market during the exclusivity period; this must be defined narrowly

Customer terms:

• Reseller sells Louis under HAQQ's standard customer terms (not the reseller's own terms)
• Customer data protection: governed by HAQQ's DPA; reseller may not access customer data
• Customer relationship: HAQQ retains the customer relationship for support and upsell; reseller gets attribution credit only

Term and termination:

• Initial term: 12 months; auto-renewable
• Termination for convenience: 60 days' written notice
• Termination for cause (non-payment, brand violation): 14 days' written notice with cure period

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Template 2: Tech Integration Agreement

Key terms

API access:

• HAQQ provides API access under a developer agreement
• Rate limits: agreed per use case; subject to fair-use policy
• SLA: uptime guarantee for production API integrations (99.5% monthly uptime target)
• Versioning: HAQQ provides 90 days' notice of breaking API changes

Branding:

• "Powered by Louis" badge available for qualifying integrations
• Co-branded marketing assets: HAQQ approval required before publication
• Brand guidelines apply: both parties must comply with each other's brand guidelines

Mutual referral:

• Each party refers customers to the other where a natural use case exists
• Referral attribution: UTM-tracked; commission (if any) specified separately
• No obligation to refer a minimum number of customers unless otherwise agreed

Revenue share (where applicable):

• For integrations where HAQQ's API is embedded in the partner's paid product: negotiated revenue share (typically 10–20% of net incremental revenue attributable to the integration)

IP:

• Each party retains all IP in its own product
• Integration-specific customizations: owned by the party that created them; licensed to the other for integration purposes only
• No assignment of underlying IP without express written agreement

---

Template 3: Co-Marketing Agreement

Key terms

Content obligations:

• Each party specifies the content deliverables it will contribute (blog posts, webinars, social posts, case studies)
• Content calendar: agreed in advance; minimum 2-week lead time for review
• Approval rights: each party approves content that references them before publication

Event obligations:

• Co-hosted events: cost-sharing model (split agreed per event)
• Speaking: each party provides a speaker for joint events; travel costs borne by each party
• Branding: co-branded event materials; both logos; prominence negotiated

Lead sharing:

• Leads generated at co-branded events: split by attribution (who brought the lead)
• Neither party may use the other's leads for outbound campaigns without express consent

Term:

• Campaign-specific or annual rolling; no long-term commitment required for co-marketing unless tied to a larger strategic deal

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Template 4: Strategic Partnership Agreement

Strategic deals involve deeper commercial commitment — potentially equity, governance rights, or long-term revenue sharing. These terms are negotiated case-by-case and should involve qualified legal counsel for both parties.

Key structural elements:

• Equity component (if any): HAQQ equity (common or preferred shares, options, or warrants) in exchange for strategic value contribution (distribution access, technology, capital)
• Governance: board observer rights (common at certain equity thresholds); information rights; anti-dilution provisions
• Revenue sharing: long-term revenue share on a defined customer segment or geography; capped or uncapped
• Lockup: equity holder lockup on HAQQ shares for agreed period; transfer restrictions
• Exclusivity: strategic partners may negotiate exclusive rights in a market segment for the duration; requires significant commercial commitment in exchange

Process: strategic deals must be reviewed and approved by HAQQ's board or designated officer. No binding terms should be discussed with a potential strategic partner without board-level authorization.

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Template 5: Academic Partnership Agreement

Key terms

Discount:

• Verified students: free Justinian access (see [[academy-students-program]])
• Faculty and researchers: discounted professional-tier access (typically 70–80% off commercial rate)
• Institutional license: flat-fee annual license covering all enrolled law students + faculty at the institution

Research:

• Joint research projects: each party contributes resources under a jointly agreed research protocol
• HAQQ access obligations: HAQQ may provide anonymized usage data for research purposes under a data license agreement
• Publication rights: each party may publish research it authors; joint publications require both parties' approval before submission

Co-authorship:

• Where a HAQQ team member substantively contributes to a research paper: co-authorship acknowledgment required
• Where HAQQ provides data only: acknowledgment in the methodology section sufficient

IP from research:

• Background IP: retained by each party
• Foreground IP (developed during the partnership): jointly owned unless otherwise agreed; neither party may commercialize jointly-owned IP without the other's consent

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Existing HAQQ partners — deal-type reference

Partner	Deal type	Notes
Tawqi3i	Tech integration	Lebanese e-notarization; API integration for draft-to-sign workflow
Mani Group	Reseller / distribution	MENA professional services distribution
Oneic	Tech integration / strategic	Technology ecosystem partner
Highworth	Reseller / strategic	Gulf region professional services
Amman Arab University	Academic	Jordan; student and faculty program

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Governing law and dispute resolution for partnership agreements

• Preferred governing law for MENA partnerships: UAE law (onshore) or DIFC law (for English common-law flexibility)
• Dispute resolution: negotiation → mediation → arbitration (DIAC or ICC; seat in Dubai or DIFC)
• For academic partnerships with Lebanese institutions: Lebanese law and LBBA-affiliated arbitration is an acceptable alternative

Related skills

• [[academy-partnership-pitch]]
• [[community-bar-association-co-host-webinar]]
• [[community-nvidia-inception-co-marketing]]
• [[academy-vc-program-pitch]]