Olivier Dony
367 lines
20 KiB
ReStructuredText
367 lines
20 KiB
ReStructuredText
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.. _partnership_agreement:
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==========================
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Odoo Partnership Agreement
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==========================
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.. note:: Version 7 - 2018-05-24
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.. v6a: typo in section 4.4
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.. v7: introduce "Learning Partners" and a few related changes
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BETWEEN:
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Odoo S.A., registered at the Trade and Companies Register of Nivelles under number RCN 95656,
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having its registered office at Chaussée de Namur, 40, 1367 Grand-Rosière, Belgium,
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and its affiliates (collectively referred to as "ODOO")
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AND:
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_____________________________________________________________________________________,
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a company having its registered office at
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_____________________________________________________________________________________.
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(Hereinafter referred to as “PARTNER”)
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ODOO and PARTNER are individually referred to as a "Party" and collectively referred to as
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"the Parties".
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1 Purpose
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=========
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The purpose of this agreement is to set forth the conditions under which ODOO provides services to
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PARTNER, access to the Odoo Enterprise Edition software, and under which PARTNER complies with the
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obligations set out hereafter.
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ODOO hereby appoints PARTNER, and PARTNER hereby accepts appointment, to be a non-exclusive partner
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promoting and selling "Odoo Enterprise Edition" to customers.
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PARTNER commits to do its best effort to sell Odoo Enterprise contracts to its clients.
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To support that, PARTNER will market in priority the "Odoo Enterprise Edition" version to prospects
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and customers. PARTNER still has the option to sell services on other versions of the software,
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like "Odoo Community Edition", should it be needed.
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2 Term of the Agreement
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=======================
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The duration of this Agreement (the “Term”) shall be one year beginning on the date of the signature.
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It is automatically renewed for an equal Term, unless either party provides a written notice of
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termination minimum 30 days before the end of the Term to the other party.
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3 Access to Odoo Enterprise Edition
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===================================
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3.1 Project platform access
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---------------------------
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To help PARTNER promote Odoo Enterprise Edition, ODOO grants access to its project code repository
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to PARTNER for all "Odoo Enterprise Edition" Apps, under the terms set forth in :ref:`appendix_p_a`
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and the conditions restricted under this Agreement.
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This access will be granted as of the signature of this agreement and be revoked when this agreement
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is terminated.
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.. _restrictions:
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3.2 Restrictions
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----------------
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PARTNER commits to keep confidentiality of the source code of Odoo Enterprise Edition Apps
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within its staff. Access to the source code of Odoo Enterprise Edition for customers is
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governed by the Odoo Enterprise Subscription Agreement (version 4.0 and above).
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PARTNER agrees to NOT redistribute this code to third parties without the written permission of ODOO.
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Notwithstanding the above, PARTNER commits to wholly preserve the integrity of the
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Odoo Enterprise Edition code that is required to verify the validity of usage of Odoo Enterprise
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Edition and to collect statistics that are needed for that purpose.
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4 Partnership Services
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======================
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4.1 Partnership levels
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----------------------
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The Odoo partner program consists of two types of partnerships and four levels;
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“Learning Partners” is for companies who want everything necessary to start implementing Odoo,
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without visibility as an official partner until they get the required experience;
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“Official Partners” is for companies who want the visibility as Ready, Silver and Gold,
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according to their experience with Odoo.
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Partnership level granted to PARTNER depends on the annual new Odoo Enterprise revenue generated
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for ODOO, the number of certified resources and the customer retention rate.
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Renewals of existing contracts do not account for the partnership level, but PARTNER
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still gets a commission on these contracts as stated in section :ref:`benefits`.
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The table below summarizes the requirements for each partnership level.
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+--------------------------------------------+------------------+--------------------+--------------------+--------------------+
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| | Learning Partner | Official: Ready | Official: Silver | Official: Gold |
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+============================================+==================+====================+====================+====================+
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| Annual New Net Odoo Enterprise Users Sold | 0 | 10 | 50 | 150 |
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+--------------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Certified Active Internal Resources | 0 | 1 | 2 | 3 |
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+--------------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Minimum retention rate | n/a | n/a | 70% | 80% |
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+--------------------------------------------+------------------+--------------------+--------------------+--------------------+
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Certifications are personal, so when a certified staff member leaves the company,
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PARTNER must notify ODOO in order to update the number of certified resources active
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for the partnership contract.
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The level of partnerships will be reviewed quarterly by ODOO based on new Odoo Enterprise contracts
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sold by PARTNER over the previous 12 months, official certifications granted to employees of the partner,
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and customer retention rate.
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"Official Partners" may be upgraded automatically to a higher level once they reach the requirements for that
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higher partnership level. Silver and Gold partners that are not meeting their partnerships
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requirements at the end of annual period may be assigned to a lower partnership level.
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.. _benefits:
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4.2 Benefits
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------------
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The details of the benefits for each level of partnership are described in the table below:
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.. only:: latex
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.. tabularcolumns:: |L|p{1.5cm}|p{1.5cm}|p{1.5cm}|p{1.5cm}|
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| | Learning Partner | Official: Ready | Official: Silver | Official: Gold |
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+=======================================+==================+====================+====================+====================+
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| **Recognition** | | | | |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Visibility on odoo.com | No | "Ready Partner" | "Silver Partner" | "Gold Partner" |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Rights to use "Odoo" trademark | Learning Logo | Ready logo | Silver logo | Gold Logo |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| **Training benefits** | | | | |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Yearly upgrade seminars | Yes | Yes | Yes | Yes |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Sales Coaching | Yes | Yes | Yes | Yes |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Access to E-Learning Platform and | Yes | Yes | Yes | Yes |
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| | | | | |
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| Odoo Knowledge Base | Yes | Yes | Yes | Yes |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| **Software benefits** | | | | |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Access to Odoo Enterprise source code | Yes | Yes | Yes | Yes |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Odoo Enterprise trial extension codee | Yes | Yes | Yes | Yes |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| **Sales benefits** | | | | |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Commission on Odoo SH platform [#f1]_ | 10% | 100% | 100% | 100% |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Commission on Odoo Enterprise | 10% | 10% | 15% | 20% |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Access to dedicated Account Manager | No | Yes | Yes | Yes |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| **Marketing benefits** | | | | |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| Access to marketing material | Yes | Yes | Yes | Yes |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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| PARTNER Event - ODOO support & | No | Yes | Yes | Yes |
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| Promotion | | | | |
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+---------------------------------------+------------------+--------------------+--------------------+--------------------+
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.. [#f1] In case the 100% commission rate for Odoo SH is modified upon renewal by a future version
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of this Agreement, the previous rate will continue to apply for existing subscriptions.
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4.3 Partner Recognition
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-----------------------
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ODOO will promote "Official Partners" on the list of Odoo Partners on the official website (odoo.com).
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ODOO grants PARTNER, on a non-exclusive basis, the right to use and reproduce the ODOO Partner logo
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of the corresponding partnership level, and the "Odoo" name in relation with this partnership
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agreement.
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Each Party undertakes to respect all the rights of the other Party in all the items referred to in
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the previous paragraph and, more particularly, each Party shall refrain from causing any analogy
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or creating any confusion between their respective company in the mind of the general public,
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for any reason whatsoever and by any means whatsoever.
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4.4 Training Benefits
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---------------------
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PARTNER has access to the ODOO knowledge base for the duration of this Agreement.
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The ODOO knowledge base is an online e-platform containing a set of commercial, marketing
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and functional documents, to help PARTNER acquire and leverage Odoo knowledge, grow its business,
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attract more customers, and build brand awareness.
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PARTNER also receives free access to the ODOO E-Learning platform (for unlimited users).
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The ODOO E-Learning platform provides a set of high quality online video courses and tutorials
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about official Odoo Apps.
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PARTNER will have access to commercial coaching provided by their dedicated Account Manager, as
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appointed by ODOO.
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PARTNER also has the option to purchase specific technical training by subscribing to an Odoo
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Success Pack, for an extra fee.
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4.5 Commissions on Odoo Services sold by PARTNER
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-------------------------------------------------
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For ODOO services directly purchased by a customer through PARTNER, PARTNER shall receive
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retribution as follows:
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- For “Odoo Enterprise” and "Odoo SH" subscriptions sold via PARTNER; ODOO will invoice directly
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the customer based on final pricing agreed between ODOO, PARTNER, and the customer. Then, PARTNER
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will invoice his commission to ODOO based on the Odoo Enterprise Edition price, net of possible
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rebates, and based on PARTNER's current partnership level at the time of signature of the sale.
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- For “Odoo Enterprise” subscription renewals; PARTNER receives a commission for each renewal of
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a subscription sold via PARTNER, as long as PARTNER maintains a contractual relationship with the
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corresponding customer.
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- For other services; PARTNER invoices directly the customer, and ODOO will invoice PARTNER
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directly, commission included (as a discount).
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5 Fees
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======
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PARTNER agrees to pay either the Partnership Entry fee or the Partnership Annual Renewal fee
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immediately upon receipt of the annual invoice sent by ODOO.
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The fees will be specified in writing at the time of signature of this agreement.
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PARTNER acknowledges that the above-mentioned partnership fees are not refundable.
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The "Partnership Entry" fee shall be paid before the activation of this Agreement, and applies
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for new partners only.
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The "Annual Partnership Renewal" fee shall be paid every year when the Term of this Agreement is
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renewed.
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If, for any reason, PARTNER decides to terminate this agreement, and later applies to renew it,
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the "Annual Partnership Renewal" fee will be applicable.
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6 Termination
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=============
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In the event that either Party fails to fulfill any of its obligations arising herein, and if such
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breach has not been remedied within 30 calendar days from the written notice of such
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breach, this Agreement may be terminated immediately by the non-breaching Party.
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Surviving Provisions:
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The sections ":ref:`restrictions`”, “:ref:`p_liability`”, and “:ref:`gov_law`” will survive
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any termination or expiration of this Agreement.
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6.1 Consequence of termination
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------------------------------
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On expiry or termination of this Agreement, PARTNER:
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- shall not use anymore the materials and/or the Odoo brand name or claim the existence of any
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partnership or relationship with ODOO ;
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- shall comply with its obligations during any notice period prior to such termination ;
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- may not use Odoo Enterprise anymore, for development, test or production purpose
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.. _p_liability:
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7 Liability and Indemnities
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===========================
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Both Parties are bound by a best endeavours obligation hereunder.
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To the maximum extent permitted by law, ODOO’s liability for any and all claims, losses, damages or
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expenses from any cause whatsoever and howsoever arising under this Agreement will be limited to
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the direct damages proven, but will in no event exceed for all damage causing event or series of
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connected events causing damages the total amount for the fees paid by PARTNER in the course of the
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six (6) months immediately preceding the date of the event giving rise to such claim.
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In no event will ODOO be liable for any indirect or consequential damages, including but not limited
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third parties or customer claims, loss of revenue, profits, savings, loss of business or other
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financial loss, costs of standstill or delay, lost or corrupted data arising out of or in connection
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with the performance of its obligations.
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PARTNER acknowledges that he has no expectation and has received no assurances that any investment
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made in execution of this Agreement and the Odoo Partnership Program will be recovered or recouped
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or that he shall obtain any anticipated amount of profits by virtue of this Agreement.
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PARTNER waives any commitment whatsoever on behalf of ODOO regarding the evolution of Software.
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According to the terms of the Software license, ODOO will not be liable for any bug or for the
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quality and the performance of the Software.
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8 Miscellaneous
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================
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8.1 Communications
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------------------
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No communications from either Party to the other shall have any validity under this Agreement
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unless made in writing by or on behalf of PARTNER or ODOO, as the case may be, in accordance with
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the provisions of this Agreement.
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Any notice whatsoever which either Party hereto is required or authorised by this Agreement to give
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or make to the other shall be given via registered mail.
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8.2 Brand Image
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---------------
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Both Parties shall refrain from harming the brand image and reputation of the other Party, in any
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way whatsoever, in the performance of this Agreement. Non-compliance to this provision shall be a
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cause for termination of this Agreement.
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8.3 Publicity
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-------------
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PARTNER grants ODOO the nonexclusive right to use PARTNER's name or trademarks in press releases,
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advertisements or other public announcements.
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In particular, PARTNER accepts to be mentioned, and that PARTNER's logo and trademark may used for
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this purpose only, in the official list of the ODOO partners.
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.. _no_soliciting_partnership:
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8.4 No Soliciting or Hiring
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---------------------------
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Except where the other Party gives its consent in writing, each Party, its affiliates and
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representatives agree not to solicit or offer employment to any employee of the other Party who is
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involved in performing or using the Services under this Agreement, for the duration of the Agreement
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and for a period of 24 months from the date of termination or expiration of this Agreement.
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In case of any breach of the conditions of this section that leads to the termination of said
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employee toward that end, the breaching Party agrees to pay to the other Party an amount of
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EUR (€) 30 000.00 (thirty thousand euros).
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8.5 Independent Contractors
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----------------------------
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The Parties are independent contractors, and this Agreement shall not be construed as constituting
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either Party as partner, joint venture or fiduciary of the other, as creating any other form of
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legal association that would impose liability on one Party for the act or failure to act of the other
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or as providing either Party with the right, power or authority (express or implied) to create any
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duty or obligation of the other.
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.. _gov_law:
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9 Governing Law and Jurisdiction
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=================================
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This Agreement will be governed by and construed in accordance with the laws of Belgium.
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All disputes arising in connection with the Agreement for which no amicable settlement can be
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found shall be finally settled by the Courts of Belgium in Nivelles.
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.. rubric:: Signatures
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.. only:: latex
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.. tabularcolumns:: |p{7.5cm}|p{7.5cm}|
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+---------------------------------------+------------------------------------------+
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| For ODOO, | For PARTNER, |
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+=======================================+==========================================+
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+---------------------------------------+------------------------------------------+
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.. _appendix_p_a:
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10 Appendix A: Odoo Enterprise Edition License
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==============================================
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.. only:: latex
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.. include:: ../licenses/enterprise_license.txt
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.. only:: html
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See :ref:`odoo_enterprise_license`.
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