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Version 5_work-in-progress - Last revision: March 02, 2016.

BETWEEN:

ODOO SA registered at the Trade and Companies Register of Nivelles under number RCN 95656, having its registered office at Chaussée de Namur, 40 - 1367 Grand-Rosière, Belgium.

AND ________________________________, a company having its registered office at _____________________ (Hereinafter referred to as “PARTNER”)

1 Purpose

The purpose of this agreement is to set forth the conditions under which ODOO provides services to PARTNER, and access to Odoo Enterprise Edition software, and PARTNER complies with the obligations set out hereafter.

ODOO hereby appoints PARTNER, and PARTNER hereby accepts appointment, to be a non-exclusive partner promoting and selling the Odoo Enterprise Subscriptions to clients. PARTNER commits to do its best effort to sell Odoo Enterprise Subscriptions to its clients. To support that, PARTNER will market in priority the ‘Odoo Enterprise Edition’ version to prospects and clients. PARTNER still has the option to sell services on other versions of the software, like "Odoo Community Edition", should it be needed.

2 Term of the Agreement

The duration of this Agreement (the “Term”) shall be one year beginning on the date of the signature. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party.

3 Access to Odoo Enterprise Edition

3.1 Project platform access

To help PARTNER promoting Odoo Enterprise, ODOO grants access to its Github code repository to PARTNER for all ‘Enterprise Edition’ modules, under the terms set forth in Exhibit A and the conditions restricted under this agreement. This access will be granted as of the signature of this agreement and be revoked should the partnership contract be revoked.

3.2 Restrictions

PARTNER commits to keep confidentiality of the source code of Odoo Enterprise edition modules licensed under restricted rights (labelled as ‘Enterprise Edition’) within its staff. The access to clients is governed by the Odoo Enterprise Contract (version 4.0 and above). PARTNER agrees to NOT redistribute this code to 3rd parties without the explicit agreement of ODOO. Notwithstanding the above, PARTNER commits to wholly preserve the integrity of the Odoo Enterprise edition code that is required to verify the validity of usage of Odoo Enterprise edition, collects statistics that are needed for that purpose and enforce the payment of the subscription.

4 Partnership Services

4.1 Partnership levels

The ODOO partner program consists of three partnership levels; Ready, Silver and Gold with specific requirements and benefits for each level. Partnership level granted to PARTNER depends on the annual new Odoo Enterprise revenues generated for ODOO. Renewals of existing contracts does not account for the partnership level, but the partner still get his commission on these contracts as stated in 5.2 The table below summarizes the requirement for each partnership level.

Ready Silver Gold Annual New Net Odoo Enterprise Revenues 1.000 € 12.000 € 25.000 €

The level of partnerships will be reviewed quarterly by ODOO based on Odoo Enterprise contracts sold by partners, over the preceeding 12 months. Partners may be upgraded automatically to a higher level once they reach the requirements for a higher level. Silver and Gold partners which are not complying with their partnerships requirements will be assigned to a lower level of partnership if they have not met their requirement at the end of the annual period. For new partners, the initial partner level is granted for one year.

4.2 Benefits

The details of the benefits for each level of partnership are described in the table below:

Ready Silver Gold Recognition Visibility on odoo.com Ready Partner Silver Partner Gold Partner Rights to use the Odoo trademark Ready logo Silver logo Gold logo Learning benefits Yearly upgrades seminars Yes Yes Yes Sales Training Yes Yes Yes Weekly functional training webinars Yes Yes Yes Software Benefits Access to Odoo Enterprise source code Yes Yes Yes Sales benefits Discount on all ODOO services 10% 15% 20% Discount on ODOO Enterprise (Minimum 10 users per contract, applied then for all users). 10% 15% 20% Access to an Account Manager Yes Yes Yes Marketing Benefits Access to marketing materials Yes Yes Yes Partner EVENT – ODOO Support & Promotion No Yes Yes

4.3 Partner Recognition

ODOO will promote PARTNER as an official partner on its website (odoo.com) for agreed countries. ODOO grants to PARTNER, on a non-exclusive basis, the right to use and reproduce only the ODOO Partner’s logo, and the Odoo name in connection with this Agreement. Each Party undertakes to respect all the rights of the other Party in all the items referred to in the previous paragraph and, more particularly, each Party shall refrain from causing any analogy or creating any confusion between their respective company in the mind of the general public, for any reason whatsoever and by any means whatsoever.

4.4 Learning Benefits

In order to train PARTNER, ODOO will organize online training sessions once a week. Sessions are organized into discovery and advanced topics. A session is usually 2 hours and cover an application of the Odoo Enterprise software: sales and CRM, inventory management, project management, eCommerce, human resources, manufacturing, advanced customizations, etc. PARTNER can attend these training sessions at no additional cost and commit to attend at least 20 sessions per year. ODOO will organize at least four sales training session per year of a duration of one week. Each sales training session is organized in one of the ODOO office. PARTNER can send any employee to these training session. Once a new version of Odoo Enterprise is released, ODOO must organize upgrade training session for partners.

4.5 Commission on Odoo Services

For every ODOO services directly purchased by a customer through PARTNER, PARTNER shall receive retribution as follows For “ODOO Enterprise” contracts sold to CUSTOMER: ODOO will invoice directly the CUSTOMER based on final pricing agreed between ODOO, the PARTNER & the CUSTOMER. Then, PARTNER will invoice his commission to ODOO based on Odoo Enteprise price, net of possible rebates, and based on his current partnership level at the time of signature. For Other Services; Partner invoice directly the CLIENT and ODOO will invoice the PARTNER directly commission included. (as a discount) For “ODOO Enterprise” contracts; PARTNER get a commission as long as the PARTNER maintains a contractual relationship with the CUSTOMER.

5 Miscellaneous

5.1 Communications

No communications from either party to the other shall have any validity under this Agreement unless made in writing by or on behalf of PARTNER or ODOO, as the case may be, in accordance with the provisions of this Agreement. Any notice whatsoever which either party hereto is required or authorised by this Agreement to give or make to the other shall be given or made either by post in a prepaid letter, or by hand delivery or facsimile transmission or E-mail.

5.2 BRAND IMAGE

Both Parties shall refrain from harming the brand image and reputation of the other Party, in any way whatsoever, in the performance of this Agreement. Non-compliance to this provision shall be a cause for termination of this Agreement.

5.3 Publicity

ODOO shall publish any press release, advertisement or other public announcement using the PARTNER’s name or trademarks without its prior written consent. In particular, PARTNER accepts to be mentioned, and that its logo and trademark is used for this purpose only, in the list of the partners of ODOO.

5.4 No SOLICITING

Each party, its subsidiaries and any entity controlled indirectly agrees not to solicit, offer employment to, or use the services of any employee of the other party who is involved in performing the Services for the duration of the Agreement and for a period of twenty four (24) Months from the date of termination of this Agreement, except as expressly provided for in the Agreement or where the other party gives its consent in writing to this. In case of any breach of the terms of this article, the defaulting Party shall pay an indemnity equivalent to 12 months of the gross salary of the employee sought or dismissed, or to at least a minimum of € 30,000.

5.5 Independent Contractor

The Parties are independent contractors, and this Agreement shall not be construed as constituting either Party as partner, joint venture or fiduciary of the other, as creating any other form of legal association that would impose liability on one Party for the act or failure to act of the other or as providing either Party with the right, power or authority (express or implied) to create any duty or obligation of the other.

6 FEES AND CHARGES

PARTNER shall pay the charges and the annual fee immediately upon receipt of the invoice sent by ODOO.The annual partnership fees is 2950€. PARTNER shall automatically pay a late payment interest at the rate equivalent to the applicable interest rate of the principal instrument of re-financing of the European Central Bank increased by 7% per year, which shall accrue on a daily basis from the due date of payment; it not being necessary for such accrual that ODOO request or claims the unpaid amount in any manner whatsoever.

7 Termination

In the event that either Party fails to fulfil one or more of its obligations arising hereunder, and if such breach has not been remedied within thirty (30) calendar days from the first presentation of a letter, sent by the injured Party by registered letter with advice of receipt, giving notice of the breaches, this Agreement may be terminated immediately as of right at the request of the injured Party, without prejudice to any damages that may be claimed from the defaulting Party.

On expiry or termination of this Agreement, PARTNER: shall not use anymore the materials and/or the Odoo brand name or claim the existence of any partnership or link with ODOO, shall during any notice period prior to such termination comply with its obligations. shall not use Odoo Enterprise anymore, for development, test or production purpose

8 Liability AND Indemnities

Both Parties are bound by a best endeavours obligation hereunder. To the maximum extent permitted by law, ODOO’s liability for any and all claims, losses, damages or expenses from any cause whatsoever and howsoever arising under this Agreement will be limited to the direct damages proven, but will in no event exceed for all damage causing event or series of connected events causing damages the total amount for the charges paid by PARTNER in the course of the six (6) months immediately preceding the date of the event giving rise to such claim. In no event will ODOO be liable for any indirect or consequential damages, including but not limited third parties or Customer claims, loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data arising out of or in connection with the performance of its obligations. PARTNER acknowledges that he has no expectation and has received no assurances that any investment made in execution of this Agreement and the ODOO Partners Program will be recovered or recouped or that he shall obtain any anticipated amount of profits by virtue of this Agreement. Partner waives any commitment whatsoever on behalf of ODOO regarding the evolution of Software.

According to the terms of the Software license, ODOO will not be liable for any bug or for the quality and the performance of the Software, ODOO’s commitment being limited to the correction of bugs as defined in this Agreement.

9 Governing Law and Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of Belgium. All disputes arising in connection with the Agreement for which no amicable settlement can be found shall be finally settled by the Courts of Belgium in Nivelles.

For Odoo SA,


For _____________,

10 Appendix A: Odoo Enterprise Edition License