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Software Implementation Partner Agreement
1. Parties: Identification of the contracting parties - software vendor and implementation partner
2. Background: Context of the agreement, relationship between parties, and general purpose of the partnership
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Formal appointment of implementation partner and scope of authority
5. Partner Obligations: Core responsibilities and obligations of the implementation partner
6. Vendor Obligations: Core responsibilities and support obligations of the software vendor
7. Certification Requirements: Required certifications and training for partner's implementation team
8. Commercial Terms: Pricing, payment terms, commissions, and revenue sharing arrangements
9. Intellectual Property Rights: IP ownership, licenses, and usage rights
10. Data Protection and Security: GDPR compliance, data handling requirements, and security standards
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Limitation of liability, indemnification obligations, and risk allocation
13. Term and Termination: Duration, renewal, and termination provisions
14. Post-Termination: Obligations and rights after agreement termination
15. General Provisions: Standard legal provisions including governing law, disputes, and notices
1. Marketing and Promotion: Rules for partner's marketing of vendor's software, used when partner has marketing rights
2. Training Services: Include when partner provides end-user training
3. Support Services: Include when partner provides first-line support to end-users
4. Service Levels: Include when specific performance metrics are required
5. Insurance: Detailed insurance requirements, included for high-value implementations
6. Compliance and Audit: Include when regulatory compliance or regular audits are required
7. Source Code Access: Include when partner needs access to software source code
8. Non-Competition: Include when territorial or customer exclusivity is granted
1. Schedule A - Software Products: List and description of software products covered by the agreement
2. Schedule B - Implementation Services: Detailed scope of implementation services and methodologies
3. Schedule C - Service Levels: Performance metrics and service level requirements
4. Schedule D - Price List: Pricing structure, rates, and commission schedules
5. Schedule E - Technical Requirements: Technical specifications and requirements for implementation
6. Schedule F - Support Process: Support escalation procedures and responsibilities
7. Schedule G - Data Processing Agreement: GDPR-compliant data processing terms and conditions
8. Schedule H - Security Requirements: Security protocols and requirements for implementation
9. Appendix 1 - Approved Subcontractors: List of approved subcontractors and their roles
10. Appendix 2 - Certificate Requirements: Required certifications and qualifications for implementation staff
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