# Awake Territory Agreement Version 1.0 | 2026-09-17 | Contributed by Amit Rathore and AwakeVC Educational template, not legal advice. Complete all bracketed fields, attach the agreed schedules, and obtain independent legal and tax review before signing. This agreement is intended to be binding when completed and executed. No legal review is recorded. Template text: CC BY 4.0; see LICENSE.md. Completion guidance is in guide.md. ## Commercial terms Effective Date: [date]. Company: [full legal name], a [entity type] formed under the laws of [jurisdiction], with its principal address at [address] ("Company"). Operator: [full legal name], an [individual or entity type and formation jurisdiction], with its principal address at [address] ("Operator"). Company and Operator are each a "Party" and together the "Parties." Business: [describe the products, services, activities, and brand covered by this agreement] (the "Business"). Territory: [precise geographic boundaries, postal codes, named markets, or attached map; identify the controlling boundary definition]. Covered channels and customer segments: [scope]. Reserved accounts or activities excluded from the grant and economics: [list expressly, or "none"]. Initial Term: [number] [months or years] from the Effective Date. Launch Period: [number] days. Cure Period: [number] days after receipt of notice. Operator Share: [number]%. Company Share: [number]%. The shares must total 100% of Territory Net Income as defined in Section 7; these are contractual payment rights, not equity interests. Settlement Period: [calendar month or calendar quarter]. Statements and payments due: [number] days after each period ends. Settlement currency: [currency]. Records retention: [number] years after the relevant statement, or longer if required by law. Revenue attribution rule: [objective location/account/channel rule, treatment of online transactions, and multi-territory allocation method; attach a schedule if needed]. Launch objectives, continuing performance standards, and review dates: [measurable objectives, dependencies, responsible Party, deadlines, and review frequency; attach a schedule if needed]. Company resources and support: [systems, brand assets, training, access, service/support commitments, and delivery dates]. Additional agreed terms or schedules: [identify and attach, or "none"]. Company notice contact: [name, title, email, and mailing address]. Operator notice contact: [name, title, email, and mailing address]. Governing law: [state/province and country]. Exclusive court venue: [location and courts with jurisdiction]. ## 1. Purpose Company operates the Business and wishes to develop local or regional markets. Operator will develop, operate, and support the Business in the Territory using Company's agreed resources, systems, and network. The Commercial Terms and attached schedules form part of this Agreement. ## 2. Territory and exclusive appointment Company appoints Operator as its exclusive local market operator for the Business within the Territory during the Term, subject to this Agreement and its performance requirements. Company shall not appoint another operator with substantially the same rights and responsibilities in the Territory while this exclusivity remains in effect. Except for the expressly listed exclusions in the Commercial Terms, all existing and future Business attributable to the Territory is included in Operator's economic rights, regardless of its source. Company may serve customers directly and run central or online programs, but shall include attributable activity in Territory accounting and shall not use those channels to bypass Operator's agreed share. The grant covers only the specified Business, channels, segments, and Territory. It does not transfer ownership of Company or its assets. Company retains control of its brand, intellectual property, shared systems, and broader operations, subject to the rights expressly granted here. ## 3. Term and renewal The Agreement begins on the Effective Date and continues for the Initial Term unless terminated under Section 17. Renewal requires mutual written agreement. There is no automatic renewal or termination for convenience under this template. ## 4. Responsibilities Operator shall use commercially reasonable efforts to identify and onboard suitable customers, suppliers, service providers, or other Business participants; support their participation; develop local partnerships, campaigns, and events as relevant; maintain accurate records; and support existing and inbound Territory relationships. Operator shall perform the agreed duties professionally and comply with lawful brand standards, operating policies, and applicable law. Company shall provide the resources and support specified in the Commercial Terms, maintain the accounting required by Section 8, and cooperate reasonably with Territory development. Neither Party guarantees a level of sales, profitability, or investment return. ## 5. Launch plan and continuing performance The Launch Period is the initial market-development period. The agreed objectives and continuing standards in the Commercial Terms determine the performance expected of Operator and Company's supporting commitments. Targets are commercially reasonable effort objectives unless a signed schedule expressly identifies a binding minimum result. The Parties shall review progress on the agreed dates, including market conditions, participant readiness, system availability, regulatory requirements, and dependencies on Company. Changes to objectives, responsibilities, or timing require mutual written agreement. A target missed despite commercially reasonable efforts is not, by itself, a breach of an effort obligation. ## 6. Performance and exclusivity Exclusivity depends on Operator's active engagement and material compliance with the agreed duties. If Operator materially stops operating the Territory or materially fails an agreed obligation, Company must give written notice specifying the failure and allow the Cure Period to remedy it or agree a revised plan. If the failure remains uncured, Company may, by further written notice, convert the Territory to non-exclusive status or terminate for cause under Section 17. Conversion alone does not change the Territory attribution rules or either Party's percentage share; any different economic arrangement requires mutual written agreement. Mandatory notice, cure, or termination protections under applicable law prevail. ## 7. Territory economics Company shall pay Operator the Operator Share of Territory Net Income. Company retains the Company Share as consideration for its agreed resources, brand, systems, and network. Neither percentage may be changed unilaterally. ### 7.1 Territory Revenue "Territory Revenue" means gross amounts actually received by either Party, or by a payment intermediary on its behalf, from the Business attributable to the Territory under the agreed attribution rule. It includes receipts from sales, services, subscriptions, transactions, campaigns, events, partnerships, and other covered commercial activity. Pass-through amounts collected solely for unrelated sellers are excluded unless the Commercial Terms expressly include them; Company's fees or commissions on that activity remain included. There shall be no double counting of receipts or deductions. ### 7.2 Territory Net Income "Territory Net Income" means Territory Revenue less only transaction-related commissions or revenue shares paid to referral partners or other participants; processing, marketplace, and transaction-platform fees; refunds, returns, credits, and chargebacks; customer taxes collected and remitted; directly attributable transactional technology charges; and other transaction-specific third-party charges approved in writing by both Parties. Amounts already netted out of reported receipts may not be deducted again. No deduction is permitted for Company's general overhead, management compensation, fundraising, general legal or administrative costs, general technology development, other territories, or expenses not directly attributable to the covered transaction. Operator's ordinary operating expenses are handled under Section 9. Territory Net Income is a contractual calculation and is not a representation of either Party's accounting or taxable profit. If permitted deductions exceed receipts in a period, no distribution is due for that period and the deficit carries forward against later positive Territory Net Income. Neither Party must fund the other Party's general losses. No cash repayment of previously distributed amounts is required unless a signed schedule expressly provides for a true-up; unpaid deficits expire at final settlement unless otherwise agreed in writing. ### 7.3 Existing, inbound, and centrally generated business Territory Revenue includes attributable business originated by Operator, Company, an existing account, a website or application, a referral partner, employee, contractor, affiliate, creator, sales representative, automated or AI system, or a central marketing campaign. Direct involvement by Operator is not a prerequisite to the agreed share. Only the express exclusions in the Commercial Terms are outside this rule. ### 7.4 Multi-territory activity The agreed attribution rule must be applied consistently to transactions spanning multiple territories, including digital transactions. Allocated amounts may not exceed total attributable receipts. Neither Party may change attribution retroactively or reassign accounts to avoid the other Party's payment rights. Any material change requires mutual written agreement; disputed allocations follow Sections 8 and 22. ## 8. Accounting, settlement, and review Company shall maintain records of all covered activity and provide a statement and pay amounts due by the deadline in the Commercial Terms. Each statement must show gross receipts, attribution and exclusions, itemized permitted deductions, carryforward adjustments, Territory Net Income, each Party's share, amounts already received by either Party, and the balance payable. Operator shall promptly report and remit direct collections, net of any amount Company authorizes Operator to retain, so each receipt is counted once. Company shall retain supporting records for the agreed retention period and provide reasonable supporting information on request. Operator may, on reasonable notice and no more than once per calendar year, inspect relevant records or have an independent accountant bound by confidentiality inspect them. Access shall be limited to verification of this Agreement and protect third-party confidential and personal information. The Parties shall investigate accounting disputes promptly, correct errors in the next settlement, and pay undisputed amounts on time. Operator bears its review costs unless otherwise agreed. Automated ledgers or settlement systems do not override the agreed economics or either Party's right to supporting information. ## 9. Expenses Each Party bears its ordinary operating expenses unless otherwise agreed in writing. Operator is responsible for its personnel, premises, travel, marketing, insurance, and other local costs. Company must approve any reimbursement in writing before the expense is incurred. Operator expenses do not reduce the Company Share unless both Parties expressly agree in writing. ## 10. Brand, systems, and intellectual property Each Party retains its pre-existing intellectual property. Company and its licensors retain the Business brand, software, technology, materials, processes, and shared systems. Company grants Operator a limited, non-exclusive license during the Term to use the authorized brand, systems, and materials only to perform this Agreement, subject to lawful brand and quality standards. Company's brand license is non-exclusive even though Operator's local appointment is exclusive under Section 2. No equity or ownership interest is granted. Any assignment or broader license of new work product must be addressed in a separate signed agreement; this template does not assign Operator's independently developed materials by implication. ## 11. Relationships and data Territory participants remain part of the broader Business network. Economic rights do not confer ownership of customer relationships, personal information, or Company systems. Operator may access and use Business information only as authorized for performance of this Agreement. Each Party shall comply with applicable privacy, data-security, and marketing laws, use reasonable safeguards, and notify the other promptly of an incident affecting shared information. Where required, the Parties shall sign a separate data-processing or data-sharing agreement before access or transfer. Operator may maintain independently developed relationships, subject to confidentiality, lawful data use, and the express terms of this Agreement. ## 12. Confidentiality Each Party shall use the other's non-public business, financial, customer, technical, and commercial information solely to perform this Agreement and protect it with reasonable care. Disclosure is permitted only to persons who need access for that purpose and are bound by appropriate confidentiality obligations. These obligations do not apply to information lawfully public without breach, already known without restriction, independently developed, or lawfully received from another source without a duty of confidentiality. Legally compelled disclosure is permitted to the extent required, with advance notice where lawful and reasonable cooperation to seek protection. Obligations survive termination for as long as the information remains confidential; trade secrets remain protected for as long as applicable law protects them. ## 13. Regulatory compliance Each Party shall obtain and maintain the licenses, permits, registrations, and approvals required for its own activities. Neither Party may conduct regulated activity solely on the strength of this Agreement. The Parties shall cooperate on requirements applicable to the Business, including product or professional licensing, advertising, consumer protection, competition, privacy, tax, distribution, and cross-border activity where relevant. The Parties shall assess whether the actual arrangement is subject to franchise, dealership, commercial-agency, business-opportunity, employment, or other mandatory rules and complete required disclosures, registrations, waiting periods, and contractual changes before the regulated activity begins. Contract labels do not displace those rules. ## 14. Independent business relationship The Parties intend Operator to act as an independent business, responsible for its own personnel, taxes, insurance, and obligations. This Agreement does not itself form a partnership, joint venture, employment relationship, or fiduciary relationship. Classification is subject to applicable law and actual conduct; this clause does not waive mandatory protections or determine whether franchise or agency legislation applies. ## 15. Authority Operator may describe itself as the designated Territory operator for the Business during the Term. Without Company's prior written authorization, Operator may not sign contracts or incur obligations in Company's name; change Company pricing, commissions, or customer terms; make unauthorized warranties; grant intellectual-property rights; or otherwise bind Company. Customer contracting, invoicing, fulfillment, and support responsibilities must be allocated in the operating schedule before launch. ## 16. Assignment and delegation Operator may engage personnel and contractors but remains responsible for their compliance. Operator may not assign this Agreement, transfer or sublicense Territory rights, or appoint a substitute operator without Company's prior written consent. Company may assign to an affiliate or successor to the Business only if the assignee assumes Company's obligations in writing and the assignment does not materially impair Operator's rights. Company shall notify Operator of the assignment. Other assignments require the other Party's written consent. ## 17. Termination for cause Either Party may terminate for a material breach that remains uncured after written notice identifying the breach and expiration of the Cure Period. Company may terminate immediately for Operator's fraud or intentional misconduct; material misuse of Company funds, property, confidential information, or intellectual property; unlawful conduct causing material harm to the Business; or unauthorized commitments creating material Company liability, subject to mandatory legal protections. The Parties may also terminate by mutual written agreement. Operator retains the right to amounts properly earned through the effective termination date. A termination may not be used to withhold accrued payments. ## 18. Consequences of expiration or termination Territory rights and the operating license end on expiration or termination. Operator shall cease holding itself out as Company's operator, stop using Company branding and systems, and cooperate in an orderly handover of open matters. Each Party shall return or delete the other's confidential information on request, except legally required records and protected archival backups, which remain subject to confidentiality and access restrictions. Company shall issue a final statement and pay undisputed amounts by the ordinary settlement deadline for the period in which termination occurs. Operator's share continues to apply to receipts collected later for binding customer orders accepted or services performed before termination; those amounts shall be reported and settled on the ordinary schedule as collected, with permitted deductions. No share is due on new post-termination business or renewals unless a signed schedule provides otherwise. Review and recordkeeping rights survive for the applicable retention period. Accrued rights, settlement obligations, intellectual-property ownership, confidentiality, lawful data handling, and dispute provisions survive as necessary to give them effect. ## 19. Changes to the operating model The Parties may revise objectives, staffing, campaigns, and procedures by mutual written agreement. Material changes to Territory boundaries, exclusivity, attribution, percentage shares, permitted deductions, or fundamental responsibilities require the express written agreement of both Parties. Company may make routine changes to systems, offerings, and lawful operating standards in the ordinary course, provided they do not materially alter the contractual economics or exclusivity rights. Company shall give reasonable advance notice of changes requiring Operator action, except where urgent legal or security needs prevent it. ## 20. Good faith cooperation The Parties shall communicate regularly about performance, relationships, opportunities, and operating issues, cooperate reasonably, and not unreasonably interfere with each other's performance. Neither Party is required to agree to a proposed amendment. ## 21. Notices Formal notices must be sent to the contacts in the Commercial Terms, as updated by written notice. Email notice is received when acknowledged, or on the next business day at the recipient's address after transmission if no delivery-failure notice is received. A sender receiving a failure notice must use another verifiable delivery method. Mandatory legal service or notice requirements remain applicable. ## 22. Governing law and disputes The law selected in the Commercial Terms governs, without regard to conflict-of-law rules, subject to mandatory laws applicable to the Parties and their activities. The Parties shall first attempt in good faith to resolve disputes through their designated representatives. Unresolved disputes shall be brought in the specified courts, and each Party consents to their jurisdiction, to the extent lawful. Either Party may seek urgent relief when necessary without waiting for informal discussions. ## 23. Entire agreement and amendments This Agreement, its Commercial Terms, and identified attached schedules constitute the entire agreement concerning the Territory relationship and supersede prior discussions on that subject. Amendments require both Parties' express written agreement by authorized representatives; an email exchange clearly identifying and accepting the amendment may suffice. A schedule overrides the main text only if it expressly identifies the provision being changed and is accepted by both Parties. Routine policies do not override this Agreement. ## 24. No waiver Delay or failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific matter identified. ## 25. Severability If a provision is unenforceable, the remainder continues to the extent lawful. The Parties shall seek a lawful replacement reflecting their intent as closely as possible; a court may modify a provision only to the extent permitted by applicable law. ## 26. Counterparts and electronic signatures The Parties may sign in counterparts and use electronic signatures to the extent permitted by applicable law. Together the counterparts form one agreement. Each entity signatory represents that they are authorized to bind the named Party. ## Signatures Company legal name: [name]. By: ______________________________ Date: __________________ Signatory name and title: [name and title]. Operator legal name: [name]. By: ______________________________ Date: __________________ Signatory name and title (if an entity): [name and title, or individual].