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Sample Partner Agreement

Sample Partner Agreement

This partner agreement (the “Agreement”) is entered into between the parties:

  1. Managed Functions Pty Ltd, ABN 44 627 195 135 (the “Company”), and

  2. _________________________, ABN 99 999 999 999 (the “Partner”), together referred to as “the Parties” and each a “Party”.

BACKGROUND

The Agreement is for the provision of Integration Functions and Services supplied by the Company (“the Service”).

The Company has developed technology to build, deploy and monitor system integration functions.

The Partner wishes to provide the Service to its customers.

AGREEMENT

Term: This Agreement shall have an initial term of three years from the effective date. Upon expiration of the initial term, this Agreement shall automatically renew annually until terminated in accordance with the terms of the Agreement.

This Agreement: The terms of the Agreement are set out in this document and the Company’s terms for supply of the Service as published by the Company at https://www.managedfunctions.com/legal/terms-of-service (opens in a new tab) (the “EULA”).

Appointment of Partner: The Company hereby grants Partner a non-exclusive and non-transferable right, without the right to sublicense, during the term of this Agreement, to: promote, advertise, market, and resell the Service to potential end users.

Quotations: Where Partner is engaging with a prospective end user to purchase the Service, on request by Partner, the Company will issue Partner with a quotation being a binding offer to supply the Service for that prospective end user (“Quotation”) for the period of time specified in the Quotation (and if no period is specified, for an initial period of 12 months, subject to extension in accordance with the EULA). A Quotation may be accompanied by an attached statement of work, if appropriate, and may be subject to a validity period (after which the Quotation is no longer capable of acceptance by Partner). Company agrees that a Quotation can only be accepted in writing by the Partner and Company must ensure it has written acceptance from the Partner before supplying Service in accordance with a Quotation. Partner is not obliged to accept any Quotation.

Purchase Agreements: Each time Partner accepts a Quotation a new contract, separate from this Agreement, is formed between the parties in relation to the end user specified in the Quotation (“Customer”), comprising the provisions of the Quotation and this Agreement (each such contract being a “Purchase Agreement”). Renewal of this Agreement shall not extend the operation of any Purchase Agreement, and each Purchase Agreement will operate for the period applicable to the relevant Quotation as noted above.

Compliance with EULA: Partner must ensure each Customer accepts the EULA; and Company must comply with the EULA in relation to each such Customer.

Third Party Rights: Company warrants that the Service will not breach any third party’s rights, and Company will keep Partner and each Customer (for whom Partner acts as an agent for this purpose) indemnified against any cost, loss, expense or liability in respect of: (a) any fraud or misrepresentation by Company or its officers, employees or agents; (b) any injury to person or damage to tangible property caused by the negligence of Company or its officers, employees or agents; (c) any breach by Company of an obligation of confidentiality; (d) any claim alleging that promotion, sale, supply or use of the Service in accordance with this Agreement, by Partner, or use of the Service by a Customer, is a breach of any third party’s rights. Partner must notify Company promptly if it receives any such claim from a third party.

Data Security: The organization (being the Company, Partner or Customer) hosting the Service pursuant to a Purchase Agreement (“Data Processor”) is responsible for ensuring security of data processed or stored by the Service. The Data Processor must notify the other party if it becomes aware of any actual or potential breach of security in relation to the Service; and cooperate with the other party and the Customer as applicable in dealing with and remedying the actual or potential breach. If the Data Processor is the Customer, Partner must ensure Customer notifies Partner, and Partner will then notify Company, of any actual or potential breach of security in relation to the Service of which Customer becomes aware.

Confidentiality: Nothing in this Agreement will affect the operation of the confidentiality agreement signed by the parties prior to the date of this Agreement (the “NDA”); and Company agrees data supplied by Customers in relation to the Service under a Purchase Agreement is to be treated as confidential information of the Supplier under the NDA.

Invoices: The Company must maintain an Australian Business Number at all times; and will issue tax invoices for all amounts payable by Partner under this Agreement. Partner must pay each undisputed invoice within 30 days of the date Partner receives the invoice from the Company.

Termination for convenience: Either party may terminate this Agreement with 90 days notice, without a need to provide any reason, by written notice to the other party; provided termination of this Agreement under this clause will not affect the operation of any Purchase Agreement entered into by the Parties prior to termination of this Agreement.

Warranties: Each Party represents and warrants to the other on a continuing basis that:

  1. it has full corporate power to enter into and give effect to this Agreement and to complete the transactions contemplated by this Agreement;

  2. it has taken all necessary action to authorise the execution, delivery and performance of this Agreement;

  3. at the date of this Agreement, the execution, delivery and performance of this Agreement by it does not contravene any contractual, legal or other obligations that apply to it;

  4. on execution of this Agreement, its obligations under this Agreement will be valid, binding and enforceable;

  5. it does not enter into this Agreement as trustee of any trust; and

  6. it will at all times comply with all laws applicable to the performance of its obligations under this Agreement.

Executed as an Agreement on _________________, 202X:

Executed by the Company:

Doug Hudgeon, Director, Managed Functions Pty Ltd

Executed by the Partner

Name, Title, Company Name

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