Priority Partner Agreement
Contract-ready draft with schedules and placeholders for legal redline and procurement execution.
Drafting Placeholders
[PARTNER_LEGAL_NAME], [EFFECTIVE_DATE], [PRICE_PROTECTION_MONTHS], [DELAY_NOTICE_DAYS], [CURE_PERIOD_DAYS], [GOVERNING_STATE], [VENUE_COUNTY_STATE]
1. Parties and Effective Date
This Priority Partner Agreement is entered into by and between NyxCitadel, Inc. and [PARTNER_LEGAL_NAME], effective as of [EFFECTIVE_DATE].
2. Program Scope
Partner receives early-priority onboarding, implementation governance, and designated support channels for facilities listed in Schedule A.
3. Commercial Terms and Price Protection
Pricing, discount structure, and protection windows are set in Schedule B and remain fixed for [PRICE_PROTECTION_MONTHS] months, subject to partner compliance with rollout commitments.
4. Implementation Milestones
Milestones, owners, and target dates are listed in Schedule C. Delays exceeding [DELAY_NOTICE_DAYS] days require written change control by both parties.
5. KPI Outcomes and Acceptance
Operational KPIs, baseline date, measurement method, and acceptance threshold are documented in Schedule D and reviewed through monthly governance meetings.
6. Expansion Rights
Following successful acceptance, partner may add facilities and modules under pre-negotiated expansion pricing in Schedule B, subject to order form execution.
7. Confidentiality and Data Protection
The parties will comply with confidentiality obligations under the Master Agreement and applicable data protection terms, including executed HIPAA documentation where required.
8. Term, Termination, and Transition
This Agreement remains effective during the partner term in Schedule B unless terminated for uncured material breach within [CURE_PERIOD_DAYS] days. Transition obligations are listed in Schedule E.
9. Governing Law and Dispute Venue
This Agreement is governed by [GOVERNING_STATE] law. Disputes are resolved in [VENUE_COUNTY_STATE], except as otherwise required by non-waivable law.
Schedules
- Schedule A: Covered facilities and user volumes
- Schedule B: Pricing, fees, and expansion economics
- Schedule C: Implementation plan and governance cadence
- Schedule D: KPI baseline, methodology, and acceptance criteria
- Schedule E: Termination transition support matrix
10. Signature Blocks
Priority Partner
Legal Entity: [PARTNER_LEGAL_NAME]
Name: [PARTNER_SIGNER_NAME]
Title: [PARTNER_SIGNER_TITLE]
Signature: ________________________
Date: ________________________
NyxCitadel, Inc.
Name: [NYXCITADEL_SIGNER_NAME]
Title: [NYXCITADEL_SIGNER_TITLE]
Signature: ________________________
Date: ________________________