Partner Program Agreement is a start point of all types of partnerships with babelforce. We define one or more Annexes to the agreement to define the arrangements for a specific type of partnership, e.g. so that you can become a referral partner or a reseller …
The basic Partner Program Agreement is very simple. It includes a standard mutual non-disclosure agreement (NDA) and other standard clauses on indemnification, limitation of liability and all the usual stuff. The agreement gives you and us some limited rights to promote each other’s businesses as long as we both do right by each other. There is no obligation to continue promoting the other’s business and there is no purchase made, i.e. you are not entering into an agreement with commitments to pay for anything.
The Partner Program Agreement is just to give us a basis to begin working together and protect both you and us with standard measures. Generally, you and we will develop a specific partnership with an additional agreement once we get to understand how we can cooperate for mutual benefit.
The parts of the agreement:
1. The License granted to the Partner: allows you to use our logo and marketing materials for promotion
2. License granted by You: you allow us to use your logo and marketing materials to promote you, e.g. to include you as a partner and display information to our customers.
3. The Partner Program commitments: You commit to active/continued promotion of babelforce. However please note that there is no consequence of any kind to you ceasing to do so. This section is there to specify that you will act in accordance with guidelines that we issue to partners and that you act in good faith, etc.
4. Term and Termination: Intial term is 12 months and it renews automatically for 12 months unless either party gives 30 days notice to the end of a 12 month period. Note that 12 months is defined to give us both sufficient time to engage as partners, there is no consequence to you deciding to not use or promote babelforce.
5. Assignment and sub-contracting: how the commitments can or can’t be passed on to another entity
6. Intellectual Property Rights: since partners can use our platform and services and even build them into third-party products or services, this section just specifies that our intellectual property rights remain ours.
7. Warranty, Disclaimer of Warranty: standard clauses. Note that you do not enter into any specific warranty of any kind other than your undertaking to adhere to the agreement and to act in good faith.
8. Limitation of Liability: this protects both parties and since babelforce provides a platform it specifically limits our liability.
9. Independent Contractors: this simply makes it clear that the agreement does not create any kind of legal business entity or joint venture. We are both independent businesses entering into a specific partnership.
10. Indemnification: this is mutual and reciprocal, i.e. it defines how each of us remains responsible for dealing with any legal or other issues relating to or arising out of our own businesses.
11. Confidential information and publicity: this is a standard mutual non-dislosure agreement (NDA). It commits both of us to the same levels of confidentiality and so provides you and us with the usual protections and measures included in an NDA.
12. Prohibition on Raiding or Solicitation: a standard clause where we both undertake not to hire employees of the other company.
13. Force Majeure: standard clauses to rule out risks from extraordinary circumstances, e.g. natural catastrophies and the like.
14. Entire Agreement; Severability; Notices, Modification by Notice: standard clauses on completeness of agreement and how any changes or modifications are made.
15. Disputes and dispute resolution: standard clauses on how disputes are handled. Basically it says that we will work together to resolve any problems …
16. Governing Law, Jurisdiction: we contract under German law.