Soroco Master Partnership Agreement

Last Modified: 26th Sep 2023.

This Master Partnership Agreement (the “Agreement“), is dated as of the date of the Order Form or Software Order (“Order”) that incorporates this Agreement, is entered into by and between Soroco Americas Private Limited, a Delaware Corporation with offices at 123 South Street, Boston, Massachusetts 02111 and its affiliates (“Soroco“) and the contracting Party to any Order that is made pursuant to this Agreement, including its affiliates (“Partner“). Soroco and Partner shall together be referred to as “Parties” and individually as a “Party”.

RECITALS

Soroco is a provider of certain software products; and the Parties wish to collaborate in generating sales regarding Soroco Products on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Definitions

(a) “Affiliate” means, with respect to either party, all entities directly or indirectly controlling, controlled by or under common control with such party, where control may be by either management authority, contract or equity interest.

(b) “Confidential Information” means any and all information disclosed by either Party (the “Discloser”) to the other (the “Recipient”), which is marked “confidential” or “proprietary” or which should reasonably be understood by the Recipient to be confidential or proprietary, including, but not limited to, the terms and conditions of this Agreement, and any information that relates to business plans, services, marketing or finances, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, and algorithms of the Discloser, but does not include information that Recipient can show:

i ) was already in the public domain before disclosure to Recipient.
ii) enters the public domain after disclosure to Recipient except where such entry is the result of a breach by Recipient of this Agreement.
iii) was already in Recipient ‘s possession (as proved by documentary evidence) prior to disclosure and was not then subject to an obligation of confidence.
iv) is disclosed to Recipient by a third party having a lawful right to do so prior to the effective date of this Agreement.
v) is independently developed by employees, agents or consultants of Recipient who did not have access to the Confidential Information; or

(c) “Documentation” means Soroco’s technical manuals or other documentation relating to end use of a Product.
(d) “End Users” means final licensees who obtain a license to the Products solely for such End User’s own internal business purposes and not for resale, sublicense or distribution.

(e) “EULA” means Soroco’s standard Software License Agreement available at https://soroco.com/eula

(f) “License Key” means a token provided by Soroco, to be associated with each copy of the Products, which enables the agreed scope of use of the Products for a specific period of time.

(g) “Intellectual Property Rights” means any intellectual property or proprietary rights, including but not limited to copyright rights, moral rights, trademarks (including logos, slogans, trade names, service marks), patent rights (including patent applications and disclosures), know-how, inventions, rights of priority, and trade secret rights, recognized in any country or jurisdiction in the world.

(h) “Products” means a copy or copies of Soroco’s proprietary software listed on Annex A attached hereto, in object code form, including any applications and connectors specifically listed on Annex A, together with a copy or copies of the Documentation Soroco customarily supplies to end users of the relevant software.

(i) “Purchase Agreement” means the agreement between End Users and Partner that describes Soroco Subscription and/or Products to be purchased by End User, however such agreement is titled.

(j) “Resale” or “Resell” means the sale of the Products to an End User directly by Partner where Partner contracts directly with the End User via a Purchase Agreement for the order and invoices such End User.
(k) “Territory” means North America, Europe and Asia unless otherwise agreed by the Parties in writing.

2. PARTNERSHIP MODELS

(i) Referral Partnership: The Partner shall pursue and refer to Soroco potential business customers interested in purchasing Products (“Lead”) and shall receive commission from Soroco for each subscription purchased by a Lead within six (6) months from the Lead being accepted by Soroco. The contract regarding the provisioning of the Products to Customer shall be signed between the Customer and Soroco.

(ii) Resell Partnership: Partner shall pursuit and resell Subscriptions to Customers and shall provide associated support services to Customers. The contract regarding the provisioning of the Platform and support services to Customer shall be signed between Partner and the Customer. Partner is granted access to the Platform, through which Partner may subscribe to End User licenses for the Platform. For the avoidance of doubt, Partner shall manage all communication to and from Customers regarding the Product and/or Subscriptions.

(iii) Managed Service Partnership: Where Partner is a managed service provider providing infrastructure, licenses or processes to Customers, Partner may purchase licenses for the use of the Products in Partner’s or its Customer’s environment to manage intelligent automation. The contract regarding the provisioning of the Platform to Customer shall be signed between Soroco and the Partner. Licenses provided to Partner may not be resold under this model. The Partner shall notify Soroco at least 10 working days in advance via deal registration in the Partner Portal, prior to utilizing any licenses or rotational instances for customers. Soroco may at its discretion approve or reject any such requests, where the customer identified by the Partner is an existing customer of Soroco or if there are any conflicts of interest for Soroco, provided such approvals shall not be unreasonably withheld.

PARTNERSHIP MODEL(S) CHOSEN BY PARTNER:

🖾 Resell Partnership 🖾 Managed Service Partnership

3. RESELLER PARTNER/ MANAGED SERVICE PARTNERSHIP

Where Partner has chosen a reseller model or managed partnership model, the following clauses apply:

Soroco hereby appoints Partner, and Partner hereby accepts, a non-exclusive, non-transferable, and non-sublicensable appointment to Resell licenses to Products, and associated support services, to End Users in the Territory, always subject to Soroco’s EULA, which Partner or Soroco shall present to End Users for acceptance prior to installation of the Products.
Nothing in this Agreement shall be construed as limiting Soroco’s marketing or distribution activities or its appointment of other partners or agents of any kind. In the event of any perceived or actual channel conflict, Partner shall immediately contact Soroco’s representatives to resolve such conflict. Soroco will work with Partner to resolve any channel conflicts but shall have sole discretion and authority to resolve any such channel conflicts.
Unless otherwise expressly agreed by Soroco in writing, (i) Partner will provide support services in accordance with Annex B hereto, to each End User during the term of such End User’s license to the Products in accordance with the support levels for which such End User has contracted. Partner will maintain adequate numbers of sales and support staff sufficiently trained in the use and support of the Products to provide competent training and support to End Users in accordance with the support levels for which such End Users have contracted. Partner will ensure that its sales and support staff participate in sales and support training to the extent made available to Partner, not less frequently than required by Soroco.
Partner shall provide to Partner’s End Users and potential End Users, information on Products and new releases of Products in a timely fashion, as such information is made available by Soroco for release to the public. Partner agrees to provide adequate staff to engage in marketing and sales of Soroco Products and will use its best efforts to follow a mutually agreed marketing and sales plan. Partner will confer with Soroco regarding such plan as requested by either Party from time to time (typically, once each calendar quarter).
Partner will not make any representations with respect to the Products or EULA inconsistent with the materials Soroco makes available to Partner. Partner shall conduct business in a manner that reflects favorably at all times on the Products and the goodwill and reputation of Soroco. Soroco reserves the right, in its sole discretion, to restrict or prohibit any party from using the Products. Partner is prohibited from permitting access to the Products by any party that Partner knows or should reasonably suspect to be a competitor (or an agent of a competitor) of Soroco, or a party who intends to use the Products for any purpose other than their ordinary commercial purpose (such as parties who might reverse engineer, decompile or copy the Products, or exploit the results of any such activities). If Partner has any concern that any transaction might violate the foregoing restriction, Partner should obtain advance written approval of such transaction from Soroco.
Each Party understands and agrees that the other Party offers no commitments or guarantee of any minimum volume of purchases or of revenues under this Agreement.

4. RESELLER PARTNER/ MANAGED SERVICE PARTNERSHIP - ORDERS, PRICING, DISCOUNT AND PAYMENT

The Products, list price, discount structure, and partner benefit program that Partner will pay to, and/or receive from, Soroco are set forth in Annex A, attached hereto. Soroco may change such Products, list price, discount structure, and partner benefit program model at any time, in its sole discretion, such change to be effective hereunder upon Soroco providing notice to Partner of such change (the “Change Effective Date”). The following purchase orders from Partner will be invoiced at the price and discount pricing model in effect immediately prior to the Change Effective Date: (i) purchase orders received and acknowledged by Soroco prior to the Change Effective Date (including any renewal orders), and (ii) purchase orders received and acknowledged by Soroco within the ninety (90) days after the Change Effective Date, which purchase orders are generated in response to, and accompanied by a true and correct copy of, written pricing proposal(s) provided by Partner to the relevant End User(s) prior to the Change Effective Date, a true and correct copy of which is provided to Soroco by Partner; provided in each case that such purchase orders specify an effective delivery date not more than ninety (90) days after the Change Effective Date.
Partner shall issue a purchase order identifying the End User, the bill-to address, the Product(s) to be purchased, the total license purchase price according to the then-current prices charged by Soroco, and the price charged by Partner to the End User for each Product and in the aggregate. Partner orders shall be non-cancelable. Soroco may accept or reject any purchase order in its sole discretion, including based on an End User’s refusal to accept the EULA. Soroco may indicate acceptance by delivery against the purchase order. Unless otherwise agree in writing, Soroco will deliver Products and License Keys directly to End Users electronically. Partner expressly agrees that Soroco shall not be bound by any additional or different terms that may appear in Partner’s purchase order, Purchase Agreement or in any other Partner or End User communication.
Soroco shall submit an invoice to Partner upon delivery of Products. Partner shall pay Soroco invoices within thirty (30) days of receipt. All prices are quoted and payable in United States Dollars, unless otherwise agreed by Soroco. Amounts not paid when due shall be subject to interest at the rate of one and one-half percent (1.5%) per month or, if less, the maximum rate permitted by law. Partner shall not be relieved of its obligations to make payments to Soroco hereunder by an End User’s failure to pay Partner.
All prices are exclusive of taxes. Partner shall pay all import duties, levies or other imposts, and all sales, use, value added, property or other taxes of any nature assessed upon or with respect to this transaction (excluding any taxes on Soroco’s net income) unless, on or before the time of the submission of its purchase order, Partner provides Soroco with a proper tax-exemption certificate. If any withholding taxes are imposed on any payments by Partner to Soroco hereunder, Partner shall pay Soroco such additional amount as shall cause the net amount of the aggregate payment to Soroco, after giving effect to such deduction, to equal the amount of the payment otherwise due to Soroco under this Agreement.

5. CONFIDENTIALITY

Recipient agrees to maintain all Confidential Information in secrecy and confidence for a period of seven (7) years from the date of disclosure thereof, using at least the same degree of care as is used to protect its own confidential information, except that trade secrets shall remain confidential for so long as they are considered trade secrets under applicable law. In no event will this degree of care be less than a reasonable degree of care.
Recipient agrees that all Confidential Information in tangible and electronic form (including but not limited to reports, drawings, designs, plans and specifications) shall be promptly returned upon request by Discloser, or upon termination of this Agreement. Recipient further agrees that upon request by Discloser, or termination of this Agreement, Recipient shall destroy any and all documents not returned to Discloser pursuant to the foregoing provision and which contain or reflect any Confidential Information, including all documents prepared by the Recipient’s employees, servants or agents which incorporate Confidential Information.
Recipient agrees that all Confidential Information will remain the sole property of Discloser. Nothing in this Agreement shall be construed as granting Recipient any rights under any patents or copyrights presently or subsequently owned by Discloser, or to any of the Confidential Information. Discloser shall solely own rights to any and all inventions and discoveries based upon the Confidential Information which may be made, developed, conceived or actually reduced to practice by Discloser, jointly by Discloser and Recipient, or solely by Recipient.
Discloser agrees that Recipient may disclose Confidential Information, in whole or in part, only to Recipient’s officers, directors, and employees with a need to know in order for Recipient to perform its obligations to or requests by Discloser, and who have agreed in writing to a nondisclosure agreement with no less restrictive terms than this Agreement. In the event that Recipient desires to utilize persons who are not its employees in the performance of its duties under this Agreement, Recipient agrees to obtain the prior written authorization from Discloser (which may be subject to reasonable conditions, including written agreements with such persons binding them to the provisions of this Agreement). Notwithstanding Recipient’s employees and contractors being so bound, Recipient shall be liable for breaches of the terms of this Agreement by persons to whom it discloses Confidential Information.
In the event Recipient, or any of its employees or agents, becomes legally compelled to furnish any of the Confidential Information, Recipient shall provide to Discloser prompt, prior written notice of such requirement so that Discloser may seek a protective order or other appropriate remedy. In the event such a protective order or other remedy is not obtained, Recipient agrees to furnish only that portion of the Confidential Information which Recipient is advised by written opinion of its counsel it is legally required to disclose and shall make reasonable efforts to obtain assurance that confidential treatment shall be accorded the Confidential Information so furnished.
Recipient shall not export, directly or indirectly, in violation of United States or other national or international export laws and regulations, including, but not limited to, the International Traffic in Arms Regulations or the Export Administration Regulations, any technical data acquired from Discloser pursuant to this Agreement or any product utilizing any such data to any country for which a governmental agency or department thereof at the time of export requires an export license or other government approval without first obtaining such license or approval.
Given the nature of the Confidential Information, Recipient acknowledges that Discloser would be irreparably damaged by any unauthorized disclosure or use of any Confidential Information or by any breach of this Agreement and that money damages would not be a sufficient remedy for such breach. Without prejudice to the rights and remedies otherwise available to the Discloser, Recipient, therefore, agrees that Discloser shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including an injunction or specific performance, in the event of any breach or threatened breach of the provisions of this Agreement by Recipient. Such remedies shall not be deemed to be the exclusive remedies but shall be in addition to all other remedies available at law or equity to the Discloser.

6. OWNERSHIP AND INTELLECTUAL PROPERTY

Notwithstanding anything to the contrary stated herein, no transfer is made to Partner of title or ownership of any Intellectual Property Rights in and to the Products. Ownership of all Intellectual Property Rights in and to the Products (including without limitation the Documentation, media and software contained therein and all translations, updates, modifications, improvements, or derivative works thereof) is and shall remain with Soroco. Partner’s rights are limited to those expressly granted by this Agreement, and Soroco reserves all other rights. Partner shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded by Soroco on or in any Products. Partner shall not, and shall not authorize or assist any third party to: (i) reverse engineer, disassemble, or decompile the Products or otherwise derive or attempt to derive the source code for the Products, except as otherwise expressly permitted by applicable law that may not lawfully be excluded by agreement between the Parties; (ii) generate or attempt to generate or reproduce any License Key; (iii) make unauthorized copies of the Products; or (iv) use the Products for the benefit of Partner, or to support any third party.
Partner shall promptly notify Soroco in writing upon its discovery of any unauthorized use or infringement of the Products or of Soroco’s Intellectual Property Rights with respect thereto. Soroco shall have the sole and exclusive right to bring an infringement action or proceeding or to take other measures to enforce its Intellectual Property Rights against a third party, and, in the event that Soroco brings such an action or proceeding, or takes other measures in connection with such unauthorized user or infringement, Partner shall cooperate and provide full information and assistance to Soroco and its counsel in connection with any such action, proceeding or other measures, provided that all expenses of such action, proceeding or other measures shall be borne by Soroco and all damages which may be awarded or agreed upon in settlement of such action or measures shall accrue only to Soroco.

7. USE OF LOGOs, TRADEMARKS

Any and all logos, trademarks and trade names that Soroco uses in connection with the rights granted hereunder are and shall remain the exclusive property of Soroco. This Agreement gives Partner no right therein except a limited right to reproduce Soroco’s trademarks and trade names during the term of this Agreement as necessary for the sole purpose of allowing Partner to promote and market the Products pursuant to the terms of this Agreement. Partner agrees to abide by all usage guidelines as may be provided by Soroco from time to time. Soroco may reference Partner as a partner and use Partner’s name and logo in its website or other marketing collateral.

8. TERMINATION

This Agreement shall be effective from the Effective Date until terminated hereunder.
Either Party may terminate this Agreement with or without cause by providing the other Party with ninety (90) days’ written notice to the other Party at its principal place of business provided herein. Soroco may terminate this Agreement immediately upon written notice in the event of any of the following: (a) if Partner becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; (b) if Partner does not pay Soroco within thirty (30) days from due date of Soroco ‘s invoice; or (c) if Partner otherwise breaches any material obligation of this Agreement and fails to correct such breach within fifteen (15) days after receiving written notice of such breach from Soroco.
All sums due Soroco shall become immediately due and payable on the date of termination. Soroco will not be liable to Partner for any damages, expenditures, loss of profits, goodwill, or prospective profits of any kind or nature arising out of such termination. All End User licenses to the Products properly granted hereunder shall survive any termination of this Agreement in accordance with the terms of such licenses. The provisions of this agreement intended by the Parties to survive termination, shall survive the termination of this Agreement for any reason. Termination is not an exclusive remedy, and all other remedies will be available whether or not termination occurs. Upon the effective date of termination or expiration of this Agreement, for any reason, all rights granted under this Agreement shall terminate, and Partner shall cease all use of the Products, and will promptly return to Soroco or, at Soroco’s request, destroy all Soroco Confidential Information, Products, and any Soroco promotional materials relating to Soroco or the Product.

9. INDEMNIFICATION

Soroco shall defend or settle any third party claim, suit, or action against Partner based on an allegation that the Soroco Products infringe such third party’s patent or copyright or misappropriates such third party’s trade secret (each, a “Claim”), and will pay those costs and damages finally awarded against Partner in any such action that are specifically attributable to such Claim or those costs and damages agreed to by Soroco in a monetary settlement of such Claim; provided, that Partner gives Soroco prompt written notice of any such Claim, sole authority to defend and control the settlement of such Claim (except that Soroco may not settle a Claim involving any non-pecuniary commitment without Partner’s written consent), and full cooperation.
Soroco will have no obligation under this Section 10 or otherwise, to the extent the Claim is based on: (i) any combination of the Products with technology, products or services not provided by Soroco; (ii) use of the Products for a purpose or in a manner for which the Products were not designed; (iii) use or distribution of any older version of the Products when use or distribution of a newer version or revision made available by Soroco would have avoided the infringement; or (iv) any modification to the Products made without Soroco’s express written approval.
THE FOREGOING STATES THE ENTIRE LIABILITY OF SOROCO, AND PARTNER’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
Partner will defend, indemnify and hold Soroco harmless from and against any and all damages, liabilities, costs and expenses (including but not limited to attorneys’ fees) arising out of or incurred by Soroco in connection with or as a result of any third-party claim arising out of or relating to any breach of this Agreement by Partner.

10. NO LICENSE; WARRANTY

Partner expressly acknowledges that it receives under this Agreement only the ability to distribute licenses to the Products and associated support services and does itself not receive any right or license in or to the Products hereunder. Any warranties provided by Soroco with respect to the Products are provided directly to, and solely for the benefit of, End Users. Soroco expressly disclaims all warranties to Partner, express or implie

11. LIMITATION OF LIABILITY

Except for each party’s indemnification obligations hereunder, and damages arising from either party’s breach of its confidentiality obligations or Partner’s misuse of Soroco intellectual property, under no circumstances shall either party’s liability arising out of or in connection with the products, this agreement, or a party’s performance or asserted failure to perform hereunder exceed the aggregate amount of the fees paid or payable by Partner under this agreement during the twelve (12) months prior to the event giving rise to the liability, regardless of whether such claim for liability is alleged to arise in contract, tort (including negligence) or otherwise.
Neither party shall be liable for indirect, special, incidental, or punitive damages, including without limitation, damages resulting from loss of use, loss of data, loss of profits, or loss of business arising out of, or in connection with, the products or a party’s performance of any of its obligations under this agreement, regardless of whether the party has been advised of the possibility of such damages.

12. GENERAL

The English version of this Agreement shall control, regardless of whether a translation into any other language is made. The Parties have required that this Agreement and all documents or notices resulting therefrom, or ancillary thereto be drawn up in the English langua
During the term of this Agreement and for one (1) year thereafter neither Party will solicit (the “Soliciting Party”) or otherwise induce the other Party’s (the “Non-soliciting Party”) Personnel for hire or employment (“Solicitation”) without the Non-soliciting Party’s express written consent. Nor shall a Soliciting Party cooperate in any such Solicitation on behalf of any End User of the Services. Any such Solicitation during the term of this Agreement shall be a material breach of this agreement.
Partner agrees to comply with all applicable laws including, without limitation, (i) the Foreign Corrupt Practices Act of 1977, and (ii) all export laws, restrictions and regulations of the Department of Commerce or other United States or foreign agency or authority. Partner agrees not to export, or allow the export or re-export of any Products, or of information regarding any Products in violation of any such restrictions, applicable laws or regulations.
This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. Partner may not assign its rights and/or delegate its duties under this Agreement to any third party without the prior written consent of Soroco, except that Partner may assign this Agreement and its rights and obligations hereunder upon written notice to the other Party in connection with a merger or acquisition or sale of substantially all of its assets to a non-competitor of Soroco. Any assignment of rights or delegation of duties under this Agreement by a Party will not release such Party from its obligations hereunder.
This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to its principles of conflict of laws. This Agreement will be deemed to be made and executed in Boston. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, or breach thereof shall be only in the Federal or State court with competent jurisdiction located in Suffolk County, Massachusetts. Each Party acknowledges that a breach of its obligations with respect to confidentiality or Partner’s breach of the restrictions on Partner’s use of Soroco’s intellectual property would cause substantial harm to the nonbreaching Party that could not be remedied by the payment of damages alone. Accordingly, in the event of any such breach or alleged breach, and, in addition to all other remedies provided by this Agreement or available at law, the non-breaching Party will be entitled to seek equitable and injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.
The Parties are independent contractors. No agency or similar relationship shall be created by this Agreement. Neither Party will have any authority to make or alter any obligation on behalf of the other. There are no third-party beneficiaries to this Agreement. Each Party will be responsible for the acts and omissions of its employees, independent contractors, agents and subcontractors.
A Party is not liable for non-performance caused by force majeure events beyond such Party’s reasonable control, if the Party makes reasonable efforts to perform. This provision does not relieve either Party of its obligation to make payments then owing.
No delay or failure by either Party in exercising or enforcing any of its rights or remedies hereunder, and no course of dealing or performance with respect thereto, will constitute a waiver thereof. The express waiver of any right or remedy in a particular instance will not constitute a waiver thereof in any other instance.
If any provision of this Agreement shall for any reason be held illegal or unenforceable, such provision shall be deemed separable from the remaining provisions of this Agreement and shall in no way affect or impair the validity or enforceability of the remaining provisions of this Agreement, unless such omission would frustrate the intent of the Parties, in which case this Agreement will immediately terminate.
This Agreement, including the Annexes attached hereto and any orders executed in connection with this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof. All prior and contemporaneous agreements, representations, statements, negotiations, understandings and undertakings, whether written or oral, are superseded by this Agreement. This Agreement may be modified only in a written document signed by both Parties. This Agreement may be executed in multiple counterparts (including by exchange of facsimile or electronic copies), each of which will be deemed to constitute an original, but all of which together will constitute only one document.

Exhibit A - Reseller Partnership Terms

These Partnership Terms (“Partnership Terms”) supplement the Agreement and shall be deemed to apply to any agreement between the Partner and the End User (“Distributor Agreement”). The contents of these Partnership Terms, together with any Distributor Agreement (the contents of which are incorporated herein by reference) form the entire understanding of the Parties; and shall, collectively form the entire agreement between the Partner and any End User.

A. Objective

In consideration for Partner’s ability to bring in a set number of annual sales/wins and realize the Marketing and Competency Commitments, as defined below (the “Partner Program Commitment” or “PPC”), Soroco shall provide the following Products, List Price, Discount Structure, and Partner Benefits in accordance with the terms and conditions of the corresponding Distributor Agreement.

B. Defined Terms

All capitalized terms used herein shall have the same meaning as in the Agreement unless otherwise defined herein. For the purpose of these Partnership Terms, the terms defined herein take precedence over any ambiguity or conflicting terms in the Agreement.

“Products” means Soroco (i) proprietary software in machine-readable, object code form only; (ii) all related manuals, handbooks, and other written documentation related to the use of the software, whether in hard copy or soft copy form (“Documentation”); (iii) any associated licenses for use over a specified subscription term; and (iv) the professional services, software, licenses, and/or services listed under the following Section C.

“Sales/Wins” means either: (i) net “New Sales”, which means revenues directly related to Partner’s resale of Soroco Products (excluding professional service fees) to new or existing customers; or (ii) net “New Wins”, which means a new logo that Partner resells into.

C. Pricing and Products

The pricing for products shall be as provided in the partner portal, or as mutually agreed between the Partner and Soroco’s partner account manager.

D. Partner Program Description

Soroco’s partner program is based on the below partner tiers. The requirements for each partner tier are provided in the table below.

Partner Tier	Soroco License Sales/Wins (70%)	Competencies/Enablement (10%) at a min. level	Deal Related Benefits (applicable only on license revenue)	Other Benefits
Platinum	>=$1 million and / or 10 Net New Wins	100 Pts	Resale Discount 20% Additional 15% Resell Disc on registered opportunity. P.S Discount 20%	Platinum Partners have access to a Partner Account Manager and a Partner Success Manager, as well as exclusive benefits to strengthen business objectives and accelerate ROI.
Gold	> =$500 K and / or 5 Net New Wins	70 Pts	Resale Discount 20% Additional 10% Resell Disc on registered opportunity. P.S Discount 15%	Gold Partners have access to a Partner Account Manager. Enhanced benefits provided via the Soroco Partner Portal support the development of skills and expertise in Soroco solutions.
Silver	> =$100 K and/ or 2 Net New Wins	50 Pts	Resale Discount 15% Additional 5% Resell Disc on registered opportunity. P.S Discount 10%	Silver Partners can access a substantial set of benefits via the Soroco Partner Portal including augmented sales and implementation support services.

The partner program offers the Partner the following benefits:

Program Requirement	Description – Required to receive program benefits	Platinum	Gold	Silver
Program at a Glance	Partner can self-select the tier in consultation with Soroco for year 1 based on account mapping activity. In in 2022 we transition to model that new Partners will start at the silver level and have an opportunity to move up based on performance.	Platinum Partners have access to a Partner Account Manager and a Partner Success Manager, as well as exclusive benefits to strengthen business objectives and accelerate ROI.	Gold Partners have access to a Partner Account Manager. Enhanced benefits provided via the Soroco Partner Portal support the development of skills and expertise in Soroco solutions.	Silver Partners can access a substantial set of benefits via the Soroco Partner Portal including augmented sales and implementation support services.
Discount	Partner has to register a deal and Soroco has to accept it for del reg discount. Partner owns L1 & L2 Support, Invoicing, Revenue Collection	20% + 15% on Deal Reg	20% + 10% on Deal Reg	15% + 5% on Deal Reg
Referral	Partner introduces/influences a deal and is validated by sales team (Check, Credit, Training etc.)	10%	5%	5%

E.Partner Tier Selection:

Partner can self-select the partner program tier for year 1 by completing the details in the Partner Portal, in consultation with Soroco, based on account mapping activity. Unless otherwise agreed by Soroco, at the end of each calendar year, Soroco, will review the performance of the Partner and assign tiers based on the requirements of each tier. Partner will be provided the opportunity to move to an upper tier based on performance. Partner’s selection below indicates Partner’s agreement to the associated program level commitments and terms and conditions contained herein.

If Partner does not achieve the PPC for the selected Partner Program level, Soroco may reduce both the Partner Level for the upcoming year and the Partner Benefit Credit (the “PBC”), as defined in program level tables below. The PBC is provided to Partner at the end of the then-current calendar year of the Partner Program. Partner may use such PBC for purchases of Soroco Products, if authorized by Soroco. In the event Partner does not achieve the PPC for the selected Partner Program level, Soroco may, in its sole discretion, eliminate or reduce the Partner’s PBC benefit to the corresponding PBC level. Nevertheless, the Partner may be eligible at Soroco’s discretion for increased status for meeting or exceeding the Commitments of any higher Partner Level over the then-current level.
Points for the Marketing and Competencies Commitments are summed on an annual basis as provided in the Partner Portal.

F. Precedence

The terms and conditions of these Partnership Terms are supplemental to and shall supersede any conflicting terms in the Agreement or any terms and conditions signed between the Partner and an End User. This Partnership Agreement may not be modified or changed in any manner except by a writing duly executed by both Parties. Unless otherwise expressly provided herein, all terms and conditions of all other agreements between the Parties shall remain in full force and effect.

EXHIBIT B - RESELLER PARTNER/ MANAGED SERVICES PARTNER - SUPPORT POLICY

Unless otherwise agreed in writing by Soroco, Partner will provide support services to End Users for Soroco Products in accordance with the terms of this “Support Services Policy”.

This Support Services Policy is incorporated into, and forms a part of, the applicable Master Partnership Agreement between Soroco and the Partner identified in such Agreement and reflects the Parties’ agreement with regard to the provision of support services to End Users by the Partner.

Unless otherwise defined herein, capitalized terms used in this Support Services Policy shall have the same meaning as set forth in the applicable Agreement.

1. Reseller/Managed Service Partner obligations.

Unless otherwise agreed in writing by Soroco, Partner will provide following support services to End Users for Soroco Products. Partner agrees to:

a) provide Level 1 and Level 2 support (in accordance with the terms set forth in the Support Policy in Section 2 below) to each End User, during the term of such End User’s applicable subscription and in accordance with the support levels for which such End User has contracted with Partner.

b) train its support staff employees in the use and support of the Products to provide competent Level 1 and Level 2 support to End Users; and train all such support staff employees to leverage available Soroco provided self-service content (Knowledgebase, product documentation, Community forum etc.) in order to resolve Level 1 and Level 2 support requests and avoid opening support requests with Soroco’s support services organization.

c) ensure that its support staff completes all training made available to Partner within 30 calendar days of such availability.

Soroco will provide Partner with Level 3 support, in English, in accordance with the terms set forth in Section 2 below.

2. Support Policy

Soroco’s policy is to provide third escalation level technical support (“L3 Support”) to its Partners for Scout Product issues. Partner shall not fail to provide Level 1 or Level 2 support services to its End Users in compliance with the terms of this Support Services Policy in a way that causes Soroco to have to step in and become the provider of support services for such End Users directly. Unless otherwise agreed by Soroco in writing, Partner’s repeated failure to provide Level 1 or Level 2 support services to End Users in compliance with this Support Services Policy, shall constitute a breach of the Agreement.

3. Support level from Soroco.

A. SCOUT

If the client requires implementation support for an end-to-end Scout engagement, till the Partner is trained on providing these services, Partner may route the professional services through Soroco, provided however, Partner shall be liable to pay Soroco for such support, as per Soroco’s standard rates.

Partner activities:

Laise with customer for installation of Scout data agent
Resolve L1, L2 and other data agent related incidents
Coordinate with Soroco for any assistance needed
- Raise tickets on Soroco’s ticketing system
- Ensure Soroco personnel have the required information

Soroco activities:

Deploy new client instance and ensure regular updates/upgrades.
Fix Product defects (including functionality issues)
FAQ on common issues, including periodic updates

Deployment and related activities within the support scope of Partner:

L1:

Working with Client IT
Network Connectivity issues
Clarify and respond to Customer questions on product features, functionality usage etc.,

L2:

Password Resets
User management
- Access management
- Seat/License Management
- User onboarding and off boarding
Configuration management
- Configuration for Admins/Managers
- Management of application whitelisting/blacklisting

Deployment and related activities within the support scope of Soroco:

L3 (at a product level):

Product defects
Product functionality issues which are not working as expected for the current version.
Feature requests for product improvement as per the product roadmap
- Including fixes for common issues encountered or possible improvement of the product performance.
Any other issue that the Partner team is unable to fix despite best efforts.

Response times, priority definitions, support timings and incident management from Soroco shall be in accordance with the EULA available at https://soroco.com/eula

Support for Scout shall also be subject to the following conditions:

Partners must make a written policy available to Soroco and End Users stating the Partner’s support policy, including details regarding the handling of support requests, such as contact information, hours of operation, response times, and such other information as is reasonably requested by Soroco.

Partner must provide to Soroco two (2) designated Partner L2 Support personnel authorized by Partner to escalate support issues. Soroco will only be obligated to respond to escalation inquiries from the designated L2 Support personnel.

End Users will not have direct access to Soroco L3 Support. In the event, that an End User contacts Soroco, Soroco may redirect the End User back to the Partner using the contact information provided in the L2 Support policy and may copy Partner’s dedicated L2 Support contacts on the communication redirecting such End User to Partner.

Soroco will periodically make available standard technical support training to Partner support staff employees. Partner will ensure that all L1 Support and L2 Support personnel complete such training within 30 days of initial availability. Soroco reserves the right to charge Partner a fee for technical support training when additional training (beyond Soroco’s standard training) is required, or when training of Partner support staff employees is requested by Partner outside of Soroco’s ordinary training schedule.

In the event, that the Partner L1 Support or L2 Support personnel are unable to address an End User L1 Support or L2 Support issue, in compliance with the terms this Support Services Policy, Partner may request that Soroco speak directly with the End User. As part of such support, Soroco may in its sole discretion elect to participate in a conference call with both the Partner and End User or not. In all cases, the Partner must be present, and will remain responsible for all follow-ups.

Partner Enablement

The Partner shall build a Centre of Excellence (COE) where an adequate number of employees of the Partner are certified on the Product. The members of this COE shall be enabled by Partner to provide implementation and other professional services relating to Soroco Products. Where the Partner is unable to build a COE, implementation support and other professional services relating to Scout may be provided by relying on an alternate Soroco certified partner entity who has received appropriate certifications via Soroco LMS.

Where the Partner is relying on Soroco to provide any implementation services and/or professional services, such services shall be chargeable to Partner in accordance with Soroco standard rate card for services which is provided below.

[Soroco rate card to be provided upon written request from Partner]

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