Soroco Master Partnership Agreement

Last Modified: 26th Sep 2023.
Terms of Use icon-01

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”.




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

(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.


(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.


🖾 Resell Partnership 🖾 Managed Service Partnership


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










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 TierSoroco License Sales/Wins (70%)Competencies/Enablement (10%) at a min. levelDeal Related Benefits (applicable only on license revenue)Other Benefits
Platinum>=$1 million and / or 10 Net New Wins100 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 Wins70 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 Wins50 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.

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.


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.


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:


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


  • 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

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]

See Scout in action.
Schedule your demo now!