CLIDE Analyser Partnership Agreement

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1 Purpose 

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2 Term of the Agreement

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3 Access to CO Enterprise Edition

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3.1 Project platform access

3.2 Restrictions

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4 Partnership Services

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4.1 Partnership levels 
4.2 Benefits 
4.3 Partner Recognition 
4.4 Training Benefits 
4.5 Commissions on CLIDEOffice Services sold by PARTNER

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5 Fee

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6 Termination

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6.1 Consequences of termination

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7 Liabilities and indeminities 

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8 Brand

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8.1 Publicity

8.2 No Soliciting or Hiring

8.3 Independent Contractors

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9 Governing Law and Jurisdiction

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10 Appendix A : CLIDEOffice Enterprise Edition License

1 Purpose

The purpose of this agreement is to set forth the conditions under which CLIDE Analyser provides services to PARTNER, access to the CLIDE Analsyer Enterprise Edition software, and under which PARTNER complies with the obligations set out hereafter.

CLIDE Analyser hereby appoints PARTNER, and PARTNER hereby accepts the appointment, to be a non-exclusive partner promoting and selling “CLIDE Analyser Enterprise Edition” to customers.

PARTNER commits to doing its best effort to sell CLIDE Analyser Enterprise contracts to its clients. To support that, PARTNER will market in priority the “CLIDE Analyser Enterprise Edition” version to prospects and customers.

2 Term of the Agreement

The duration of this Agreement (the “Term”) shall be one year beginning on the date of the signature. It is automatically renewed for an equal Term unless either party provides written notice of termination minimum 30 days before the end of the Term to the other party.

3 Access to CLIDE Analyser Enterprise Edition

3.1 Project platform access

To help PARTNER promote CLIDE Analyser Enterprise Edition, CLIDE Analyser grants PARTNER access to  use “CLIDE Analyser Enterprise Edition” Apps, under the terms set forth in  10 Appendix A: CLIDE Analyser Enterprise Edition License  and the conditions restricted under this Agreement. 

3.2 Restrictions 

PARTNER commits to keeping confidentiality of the CLIDE Analyser Enterprise Edition Apps within its staff. Access to the CLIDE Analsyer Enterprise Edition for customers is governed by the CLIDE Analyser  Enterprise Subscription Agreement. PARTNER agrees to NOT redistribute this app to third parties without the written permission of CLIDE Analyser.

PARTNER commits to not offer services on CLIDE Analyser Enterprise Edition to customers who are not covered by an CLIDE Analyser Enterprise subscription, even during the implementation phase.

Notwithstanding the above, PARTNER commits to wholly preserve the integrity of the CLIDE Analsyer Enterprise Edition code that is required to verify the validity of usage of CLIDE Analyser Enterprise Edition and to collect statistics that are needed for that purpose.

4 Partnership Services

4.1 Partnership levels

The CLIDE Analyser partner program consists of two types of partnerships and four levels; “Learning Partners” is for companies who want everything necessary to start implementing CLIDE Analyser, without visibility as an official partner until they get the required experience; “Official Partners” is for companies who want the visibility as Ready, Silver, and Gold, according to their experience with CLIDE Analyser.

Partnership level granted to PARTNER depends on the annual new CLIDE Analsyer Enterprise revenue generated for CLIDE Analyser (in terms of CLIDE Analsyer Enterprise Users sold), the number of certified resources and the customer Retention Rate. Renewals of existing contracts do not count towards the number of Users Sold, but PARTNER still gets a commission on these contracts as stated in section  4.2 Benefits .

 The table below summarizes the requirements that have to be met for each partnership level.

	Learning Partner	Official: Ready	Official: Silver	Official: Gold
Annual New CLIDE Analyser Enterprise Users Sold	0	10	50	150
Number of Certified Employees on at least one of the 3 last CLIDE Analyser versions	0	1	2	3
Minimum Retention Rate	n/a	n/a	70%	80%

 The Retention Rate is defined as the ratio between the number of CLIDE Analyser Enterprise contracts that are currently active, and the number of CLIDE Analyser Enterprise contracts that have been active at some point in the last 12 months

Certifications are personal, so when a certified staff member leaves or joins the company, PARTNER must notify CLIDE  Analyser .

PARTNER’s partnership level will be reviewed quarterly by CLIDE  Analyser , and adjusted to the highest level for which the 3 requirements are met.

However, “Official Partners” may be upgraded automatically to a higher level once they reach the 3 requirements for that higher partnership level.

4.2 Benefits

The details of the benefits for each level of the partnership are described in the table below:

	Learning Partner	Official: Ready	Official: Silver	Official: Gold
Recognition
Visibility on CLIDEAnalyser.com	No	“Ready Partner”	“Silver Partner”	“Gold Partner”
Right to use “CLIDEAnalyser” trademark and Partner Logo	Yes	Yes	Yes	Yes
Training benefits
Sales Coaching & Webinars	Yes	Yes	Yes	Yes
Access to CLIDE Analyser Knowledge Base	Yes	Yes	Yes	Yes
Software benefits
Access to CLIDE Analyser Enterprise Edition	Yes	Yes	Yes	Yes
CLIDE Analyser Enterprise trial extension	Yes	Yes	Yes	Yes
Access to CLIDEAnalyser.com for testing of new app	Yes	Yes	Yes	Yes
Sales benefits
Commission on CLIDE Analyser Enterprise Edition	5%	5%	5%	5%
Dedicated Account Manager & Partner Dashboard	No	Yes	Yes	Yes
Marketing benefits
Access to marketing material	Yes	Yes	Yes	Yes
PARTNER Event - CLIDE Analyser support & Promotion	No	Yes	Yes	Yes

4.3 Partner Recognition

CLIDE  Analyser  will promote “Official Partners” on the CLIDE  Analyser  Partners list on CLIDE Analyser .com.

CLIDE  Analyser  grants PARTNER, on a non-exclusive basis, the right to use and reproduce the CLIDE  Analyser  Partner logo of the corresponding partnership level, and the “CLIDE  Analyser ” name in relation to this partnership agreement.

Each Party undertakes to respect all the rights of the other Party in all the items referred to in the previous paragraph and, more particularly, each Party shall refrain from causing any analogy or creating any confusion between their respective company in the mind of the general public.

4.4 Training Benefits

PARTNER has access to the CLIDE  Analyser  knowledge base for the duration of this Agreement. The CLIDE  Analyser  knowledge base is an online e-platform containing a set of commercial, marketing and functional documents, to help PARTNER acquire and leverage CLIDE  Analyser  knowledge, grow its business, attract more customers, and build brand awareness.

PARTNER will have access to commercial coaching provided by their dedicated Account Manager, as appointed by CLIDE  Analyser .

PARTNER also has the option to purchase support services or training by subscribing to an CLIDE  Analyser  Success Pack, for an extra fee.

4.5 Commissions on CLIDE  Analyser  Services sold by PARTNER

For CLIDE Analyser services purchased by a customer through PARTNER, and as long as PARTNER maintains a contractual relationship with the corresponding customer, PARTNER shall receive a commission according to the table of section  4.2 Benefits  and their Partnership level at the date of the customer invoice.

Once a month, PARTNER will receive a purchase order with the commission due for the preceding month. Based on this purchase order, PARTNER shall invoice CLIDE  Analyser , and will be paid within 15 days upon receipt of the invoice.

Maintenance of Covered Extra Modules

PARTNER acknowledges and agrees that when a customer decides to Work with PARTNER  2  , CLIDE Analyser will delegate the Maintenance of Covered Extra Modules to PARTNER, who becomes the main point of contact of the customer.

PARTNER shall only receive the commission for the Maintenance of Covered Extra Modules as long as the customer does not notify CLIDE  Analyser  that they want to stop Working with PARTNER.

[2]   “Working with an CLIDE Analyser Partner” and “Covered Extra Modules” are defined in the CLIDE Analyser Enterprise Subscription Agreement between CLIDE Analyser and customers  

5 Fee

PARTNER agrees to pay the Partnership Annual Fee upon receipt of the annual invoice sent by CLIDE  Analyser . The fee will be specified in writing at the time of signature of this agreement.

PARTNER acknowledges that the above-mentioned Partnership fee is not refundable.

6 Termination

In the event that either Party fails to fulfill any of its obligations arising herein, and if such a breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.

Surviving Provisions:

The sections “ 3.2 Restrictions ”, “ 7 Liability and Indemnities ”, and “ 9 Governing Law and Jurisdiction ” will survive any termination or expiration of this Agreement.

6.1 Consequence of termination

On expiry or termination of this Agreement, PARTNER:

• shall not use anymore the materials and the CLIDE Analyser brand name, trademarks and logos or claim the existence of any partnership or relationship with CLIDE Analyser ;
• shall comply with its obligations during any notice period prior to such termination ;
• may not use CLIDE Analyser Enterprise anymore, for development, test or production purpose

7 Liabilities and indemnities

Both Parties are bound by a best endeavours obligation hereunder.To the maximum extent permitted by law, CLIDE  Analyser ’s liability for any and all claims, losses, damages or expenses from any cause whatsoever and howsoever arising under this Agreement will be limited to the direct damages proved, but will in no event exceed for all damage-causing event or series of connected events causing damages the total amount for the fees paid by PARTNER in the course of the six (6) months immediately preceding the date of the event giving rise to such claim.

In no event will CLIDE  Analyser  be liable for any indirect or consequential damages, including but not limited third parties or customer claims, loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data arising out of or in connection with the performance of its obligations under this Agreement. 

PARTNER acknowledges that he has no expectations and has received no assurances that any investment made in execution of this Agreement and the CLIDE  Analyser  Partnership Program will be recovered or recouped or that he shall obtain any anticipated amount of profits by virtue of this Agreement. 

8 Brand Image
The “CLIDE  Analyser ” mark (including the word mark and its visual representations and logos) is the exclusive property of CLIDE  Analyser .

CLIDEOffice authorises PARTNER to use the “CLIDE  Analyser ” mark to promote its products and services, for the duration of this agreement only, as long as:

• There is no possible confusion that the service is provided by PARTNER, not CLIDE Analyser;
• PARTNER does not use the word “CLIDE Analyser” in their company name, product name, domain name, and does not register any trademark that includes it.

Both Parties shall refrain from harming the brand image and reputation of the other Party, in any way whatsoever, in the performance of this Agreement.

Non-compliance with the provisions of this section shall be a cause for termination of this Agreement

8.1 Publicity

PARTNER grants CLIDE  Analyser  the nonexclusive right to use PARTNER’s name or trademarks in press releases, advertisements or other public announcements.   In particular, PARTNER accepts to be mentioned in the official list of CLIDE  Analyser  Partners on CLIDE Analyser .com, and that PARTNER’s logo and trademarks may be used for this purpose only. 

8.2 No Soliciting or Hiring

Except where the other Party gives its consent in writing, each Party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other Party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching Party agrees to pay the other Party an amount of INR 3,00,000.00 (Thirty lakh only).

8.3 Independent Contractor

The Parties are independent contractors, and this Agreement shall not be construed as constituting either Party as a partner, joint venture or fiduciary of the other, as creating any other form of a legal association that would impose liability on one Party for the act or failure to act of the other or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other

9 Governing Law & Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of India. All disputes arising in connection with the Agreement for which no amicable settlement can be found shall be finally settled by the Courts of Maharashtra in India.

Signature

For CLIDE  Analyser                                                                                                     For PARTNER

10 Appendix A: CLIDE Analyser Enterprise Edition License 

See CLIDEOffice 1.0 Enterprise Edition

Both   Agreement.