Effective Date: April 1, 2026
⚠️ IMPORTANT: This agreement allocates risk, establishes insurance requirements, and defines liability limitations for partnership activities. Please review carefully.
1. ACKNOWLEDGMENT OF PARTNERSHIP RISKS
Partner acknowledges that collaboration with Eagle-X Impact Foundation ("Foundation") may involve inherent risks, including:
- Service Delivery Risks: If Partner provides direct services (cleaning, therapy, transportation), risks include personal injury, property damage, professional liability, or client dissatisfaction
- Event Participation: Injuries or accidents during joint events, volunteer activities, or collaborative programs
- Reputational Risk: Association with Foundation activities, public perception, media coverage
- Financial Risk: Investment of resources without guaranteed outcomes or return
- Regulatory Risk: Compliance requirements for charitable activities, data protection, or professional licensing
- Client-Related Incidents: Allegations of misconduct, injuries, or disputes involving clients served through partnership
2. INDEPENDENT CONTRACTOR RELATIONSHIP
Partner and Foundation are independent entities. This partnership does not create an employment, agency, joint venture, or fiduciary relationship. Each party is solely responsible for its own employees, contractors, volunteers, taxes, insurance, and legal compliance. Neither party has authority to bind the other to contracts or obligations without express written authorization.
3. MUTUAL RELEASE FROM LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, each party releases, waives, and discharges the other party, its directors, officers, employees, volunteers, agents, and representatives from any and all liability, claims, demands, actions, or causes of action arising out of or related to partnership activities, including but not limited to:
- Personal injury, illness, disability, or death
- Property damage or loss
- Economic losses or financial damages
- Reputational harm or defamation
- Breach of contract or negligence (except gross negligence or willful misconduct)
- Acts or omissions of employees, volunteers, contractors, or third parties
This release does NOT apply to claims arising from proven gross negligence, willful misconduct, fraud, or intentional harm by the other party's directors or officers.
4. INDEMNIFICATION BY PARTNER
Partner agrees to indemnify, defend, and hold harmless the Foundation, its directors, officers, employees, volunteers, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from:
- Partner's Negligence: Negligent acts or omissions by Partner or its employees, contractors, or volunteers
- Services Provided: Services, products, or activities provided by Partner to Foundation clients
- Data Breaches: Unauthorized disclosure or security breaches of confidential information by Partner
- Regulatory Violations: Partner's violation of laws, regulations, or professional standards
- Property Damage: Damage to Foundation property, equipment, or facilities caused by Partner
- Third-Party Claims: Claims by clients, vendors, or other third parties arising from Partner's actions
- IP Infringement: Intellectual property infringement claims related to Partner's materials or services
5. INDEMNIFICATION BY FOUNDATION
Foundation agrees to indemnify, defend, and hold harmless Partner from claims arising from:
- Foundation's negligence or willful misconduct
- Foundation's breach of this Agreement
- Foundation's violation of laws or regulations
- Infringement of third-party intellectual property by Foundation materials provided to Partner
6. INSURANCE REQUIREMENTS
Partner agrees to maintain adequate insurance coverage appropriate to partnership activities, which may include:
For Service-Providing Partners:
- Commercial General Liability: Minimum $1,000,000 per occurrence / $2,000,000 aggregate for bodily injury and property damage
- Professional Liability: Minimum $1,000,000 per claim (for therapy providers, healthcare partners, professional services)
- Workers' Compensation: As required by state law for employees
- Commercial Auto Liability: Minimum $1,000,000 combined single limit (if providing transportation services)
For Financial Sponsors & In-Kind Donors:
- Commercial General Liability: Minimum $500,000 per occurrence (for event participation or volunteer activities)
- Product Liability: If donating products for client use (care package items, cleaning supplies)
Partner must name Foundation as "Additional Insured" on applicable liability policies and provide certificates of insurance upon request. Partner must notify Foundation immediately if insurance is cancelled, reduced, or not renewed.
7. LIMITATION OF LIABILITY
EXCEPT FOR INDEMNIFICATION OBLIGATIONS, DATA BREACHES, OR GROSS NEGLIGENCE/WILLFUL MISCONDUCT, neither party's total liability to the other shall exceed the greater of: (1) the total value of financial contributions or in-kind donations provided in the 12 months preceding the claim, or (2) $25,000. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, including lost profits, lost revenue, loss of business opportunities, or reputational harm.
8. ASSUMPTION OF RISK
Each party voluntarily assumes all risks associated with partnership activities and acknowledges that the other party cannot guarantee specific outcomes, client satisfaction, fundraising results, or risk-free operations.
9. FORCE MAJEURE
Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, pandemics, government actions, war, terrorism, strikes, utility failures, or acts of God. Affected party must notify the other promptly and make reasonable efforts to resume performance.
10. CLIENT SAFETY & INCIDENT REPORTING
Partner providing direct services must implement safety protocols, conduct background checks on personnel with client contact, and maintain incident reporting procedures. Partner must immediately notify Foundation of any incidents involving client injury, property damage, misconduct allegations, or safety concerns. Both parties must cooperate in incident investigations and remediation efforts.
11. COMPLIANCE WITH LAWS
Each party is responsible for compliance with all applicable federal, state, and local laws, regulations, and professional standards governing their operations and partnership activities. This includes employment laws, tax obligations, licensing requirements, health and safety regulations, and charitable solicitation laws.
12. DISPUTE RESOLUTION
Disputes arising from this Agreement shall be resolved first through good faith negotiation between designated representatives. If unresolved within 30 days, parties agree to mediation administered by a neutral mediator in Harris County, Texas. If mediation fails, disputes shall be resolved through binding arbitration in accordance with the American Arbitration Association Commercial Arbitration Rules. Arbitration shall take place in Harris County, Texas. Each party waives the right to jury trial and class action participation.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles.
14. SEVERABILITY
If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect. The parties intend for this Agreement to be enforced to the maximum extent permitted by law.
15. SURVIVAL
Provisions related to indemnification, liability limitations, confidentiality, and dispute resolution survive termination of partnership.
16. CONTACT INFORMATION
For questions or to report incidents, contact:
Eagle-X Impact Foundation - Partnership Development
Email: info@eagleximpact.tech
Phone: (346) 242-3200
Houston, Texas
By checking the acceptance box and submitting this partnership inquiry, your organization acknowledges that an authorized representative has read, understood, and agrees to the liability, indemnification, and insurance provisions described above.