Discounted Memberships Partnership Agreement
Recitals
WHEREAS, Car Wash Provider offers car wash membership services to customers;
WHEREAS, Partner desires to provide discounted membership services as part of its Discounted Memberships program for the benefit of its employees; and
WHEREAS, the parties desire to formalize their understanding through this Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and obligations contained herein, the parties agree as follows:
1. Promotional Discount Offer
1.1 Discount. Car Wash Provider agrees to offer Partner’s employees a discounted membership promotion code (“Discounted Membership”) as part of the Partner’s Discounted Memberships program. The specific discount, detailed in Schedule A, may change with 30 days’ written notice. Car Wash Provider may modify or discontinue the Discounted Membership offering at any time without liability.
1.2 Eligibility. The Discounted Membership is only available to current, verified employees of Partner. Partner agrees to ensure codes are shared only with eligible employees. Car Wash Provider may require eligibility verification and may suspend, refresh, or deactivate codes if misused.
1.3 Membership Terms. Employees using the Discounted Membership are subject to Car Wash Provider’s standard membership terms. Memberships can be canceled at any time. Car Wash Provider may revoke access if terms are violated or fraudulent activity is suspected.
1.4 Pricing Changes. Discounted pricing is a percentage of standard membership pricing. If pricing changes, the discount applies to the new price. Car Wash Provider is not obligated to maintain specific prices or discount levels.
2. Exclusivity
2.1 Car Wash Exclusivity. Partner agrees that Car Wash Provider will be the exclusive car wash provider in the Partner’s Discounted Memberships program during the term of this Agreement.
2.2 No Competitive Services. Partner shall not partner with or promote competing car wash providers during the term.
3. Term and Termination
3.1 Term. The Agreement begins on the Effective Date and continues for one year, renewing annually unless terminated with 30 days’ written notice.
3.2 Termination for Cause. Either party may terminate immediately with written notice if the other party breaches a material term and fails to fix it within 15 days.
3.3 Effect of Termination. Upon termination, Partner must stop distributing codes. Car Wash Provider may deactivate unused codes and cancel memberships with 30 days’ notice.
4. Confidentiality
4.1 Confidential Information. Both parties agree to keep confidential any non-public information shared, including employee lists, pricing, and strategies.
4.2 Permitted Disclosures. Confidential information may be disclosed if legally required, with prior written notice to the other party.
5. Representations and Warranties
5.1 Authority. Each party confirms it has the authority to enter this Agreement and that it does not conflict with other obligations.
5.2 Compliance with Laws. Both parties will comply with applicable federal, state, and local laws while performing this Agreement.
6. Independent Contractor
The relationship between the parties is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
7. General Provisions
7.1 Entire Agreement. This Agreement is the full agreement between the parties and supersedes any previous agreements.
7.2 Amendments. Any amendment must be in writing and signed by both parties.
7.3 Governing Law. This Agreement is governed by the laws of the State of Delaware.
7.4 Notices. Notices must be in writing and sent to the designated addresses.
7.5 Waiver. Failure to enforce any part of this Agreement does not waive that part.
7.6 Severability. If any part of the Agreement is invalid, the rest remains enforceable.
8. Branding and Marketing Usage
8.1 License to Use Branding. Car Wash Provider grants Partner a non-exclusive, revocable license to use its branding to promote the program internally.
8.2 Permitted Use. Branding may be used in internal emails, intranet posts, and print materials. All branding use must follow brand guidelines.
8.3 Restrictions on Use. Partner may not alter branding or imply broader endorsement. Materials with branding must be approved by Car Wash Provider.
8.4 Termination of Branding Rights. Upon Agreement termination, all use of branding must stop and materials must be removed.
