[IMP] legal/partnership: reorganize logically
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Olivier Dony
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@ -5,7 +5,7 @@
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Odoo Partnership Agreement
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==========================
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.. note:: Version 6 - 2017-10-17
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.. note:: Version 6 - 2017-12-04
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BETWEEN:
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@ -185,10 +185,8 @@ 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 Commission on Odoo Services sold by PARTNER
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------------------------------------------------
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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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@ -203,53 +201,7 @@ retribution as follows:
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directly, commission included (as a discount).
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5 Miscellaneous
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================
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5.1 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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5.2 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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5.3 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:
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5.4 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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5.5 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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6 Fees
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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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@ -267,7 +219,7 @@ If, for any reason, PARTNER decides to terminate this agreement, and later appli
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the "Annual Partnership Renewal" fee will be applicable.
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7 Termination
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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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@ -277,7 +229,7 @@ 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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7.1 Consequence of termination
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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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@ -287,7 +239,7 @@ On expiry or termination of this Agreement, PARTNER:
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.. _p_liability:
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8 Liability and Indemnities
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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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@ -311,6 +263,54 @@ PARTNER waives any commitment whatsoever on behalf of ODOO regarding the evoluti
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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:
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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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@ -319,13 +319,13 @@ This Agreement will be governed by and construed in accordance with the laws of
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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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For Odoo SA,
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________________________________________
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For _____________,
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**Signatures**:
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================================== ==================================
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For ODOO, For PARTNER,
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================================== ==================================
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.. _appendix_p_a:
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