With effect from January 1, 2022
This Partnership Agreement is entered into by and between
WHEREAS, the Partner and the OEM, (hereinafter called "the Parties"), because of their diverse capabilities, have determined that they would benefit from a Partnership Agreement for the purpose of competitively responding to Customer Project Requirements (hereinafter called “Solicitations”) which require the use of KTern; and
WHEREAS, the Parties wish to establish a cooperative and supportive team in which each will devote adequate skilled manpower, capital equipment, facilities, and other resources to develop the best technical, commercial, and management approaches to respond to Solicitations; and
WHEREAS, the ability of the Parties to competitively respond to the Solicitations, obtain and perform the proposed project will necessitate disclosure of Proprietary Information by each Party to the other; and
WHEREAS, “Proprietary Information" means (a) any Data disclosed by or on behalf of a party ("disclosing party") to the other party ("receiving party"), including, without limitation, (i) any materials, know-how, processes, ideas, strategies, inventions, products, data, network configurations, system architecture, designs, flow charts, drawings, proprietary information, business and marketing plans, financial and operational information, and all other non-public information, material or data relating to the current and/or future business and operations of the disclosing party, and (ii) any information, material or data provided by Clients or third party vendors of the disclosing party; and (b) any analyses, compilations, studies, summaries, extracts or other documentation prepared by the receiving party based on the Data disclosed by the disclosing party; and
WHEREAS, each Party is willing to make its Proprietary Information, as described above, available to the other Party for the limited purpose of competitively responding to the Solicitations and each Party is willing to accept the Proprietary Information received from the other Party in confidence and to hold it in trust for the disclosing Party for use solely and exclusively in connection with competitively responding to the Solicitations, according to the terms of this Partnership Agreement; and Therefore, during the term of this Agreement, and for 1 (one) year after the expiration or termination for any reason of the relationship among the Parties, receiving party shall not, without prior written consent from the disclosing party, either directly or indirectly: (a) use any Confidential Information for a different purpose than to evaluate or negotiate the Potential Business Relationship; or (b) disclose, disseminate, or otherwise communicate any Confidential Information to any third party. The Parties agree that the Recipient Party will be authorized to disclose the Confidential Information to its financial and accountant advisors, officers, employees and/or legal counsel on a need to know basis; and
WHEREAS, the Partner, if it receives the project proposed by the Solicitations, can work along with the OEM for project management, project performance, and handover project areas which require the work of the OEM after an agreement is reached on the work to be done; and
NOW, THEREFORE, in consideration of these premises, and in express reliance upon the mutual promises and covenants contained herein, the Parties here agree as follows:
The Partner shall:
Timely furnish to the OEM significant events and dates for Solicitations which require the use of KTern
Maintain responsibility for all contacts and communications with the Customer and for all decisions relating to the competitive response to the Solicitations
The OEM shall:
In a timely manner, respond to all Partner requests for all data and information, including, without limitation, Proprietary Information and any other specifications, designs, process information, cost or pricing information, or information related to prices needed by Partner to successfully compete for the project work proposed by the Solicitations. However, information on the architecture of products or intellectual properties and how they are developed will not be explained.
Participate, to the extent deemed necessary or desirable by Partner in negotiations, discussions, and other communications with the Customer, it being expressly understood and agreed that OEM shall not participate in any communications, clarifications, discussions, or negotiations with the Customer concerning the Solicitations without the prior express approval of Partner.
Ensure product uptime and timely availability of updates, patches, and on-demand product support.
The Partner and the OEM agree to comply with all federal, state, and local laws and regulations, which are applicable according to the laws of the United Kingdom and hereby submit to the exclusive jurisdiction of the courts of England and Wales. The Partner and the OEM agree to indemnify one another against any loss, cost, damage, or liability by reason of the other Party's violation of this Section.
Regardless of whether restrictions are imposed by the Customer, each Party agrees not to release any publicity or information concerning the Solicitations or this Partnership Agreement without the prior written approval of the other, which approval shall not be unreasonably withheld. However, the OEM and Partner are permitted to refer to each other as their partner and use their logos as required.
If any term, provision, covenant, or condition of this Partnership Agreement is held invalid or unenforceable for any reason, the remainder of the provisions shall continue in full force and effect as if this Partnership Agreement had been executed with the invalid portion thereof eliminated.
Neither Party shall assign, sell, transfer, or in any way encumber its interest under this Partnership Agreement without obtaining prior written consent of the other Party hereto.
This Partnership Agreement is valid for a period of one year, starting from the day both Parties sign this agreement. If the Partner or OEM wants to terminate the partnership during this period, the same would be processed after the written consent of both Parties.
This Partnership Agreement shall be subject to amendment at any time upon the mutual assent of the Parties. Any such amendment shall be in writing, shall identify the provisions of this Partnership Agreement that are to be amended, and shall be signed by authorized signatories of the Parties.
Partner and OEM each hereby represent and warrant to the other:
That it has full corporate power and authority to enter into this Partnership Agreement and to perform its obligations hereunder;
This Partnership Agreement has been executed and delivered by Partner or OEM, and is a legally binding obligation of Partner or OEM, enforceable against such corporation in accordance with its terms.
IN WITNESS WHEREOF, the Parties have entered into this agreement as of the date first written above.