Partner Relationship Clause Samples
The Partner Relationship clause defines the nature of the business relationship between the parties, typically clarifying that they are independent entities and not forming a legal partnership, joint venture, or employer-employee relationship. This clause often specifies that neither party has authority to bind the other or act on the other's behalf, and that each party is responsible for its own employees and obligations. Its core function is to prevent misunderstandings or legal assumptions about the parties' relationship, thereby reducing the risk of unintended liability or obligations.
Partner Relationship. 3.1 Customer shall order and purchase the Subscription Service and Non-Subscription Services directly from Partner pursuant to a separate agreement specifying price, payment, and other commercial terms. Talend is not a party to such separate agreement but will provide the Subscription Services and Non-Subscription Services pursuant to this Agreement. Partner is not an agent of Talend or Affiliate of Talend. Partner is an independent entity with no authority to bind Talend, make representations or warranties on Talend’s behalf, or otherwise change the Agreement. Talend makes no representations or warranties as to such authorized distributor or reseller, or any other third party, related to the performance of the products or services of such entities, and fully disclaims any such warranties.
3.2 Talend will not be liable for reasonably relying on the accuracy and reliability of written information provided by Partner in making any decision that would give Talend grounds to suspend and/or terminate the Subscription and Non-Subscription Services. Talend may, at its sole discretion, suspend and/or terminate Customer’s orders and/or use of the Subscription and Non- Subscription Services if Partner fails to pay any fee or other amount payable by Partner on its due date. If (a) Partner terminates all orders relating to the Customer, (b) Talend terminates any of Partner’s orders relating to the Customer for good cause, or (c) the partnership between Talend and Partner relating to the sale of Subscription and Non-Subscription Services is terminated, Talend may, subject to Customer’s discretion:
(i) directly provide the affected Subscription and Non-Subscription Services to the Customer pursuant to Talend’s then-current Talend General Terms for mutually-agreed fees; or
(ii) recommend to Customer other partners or third parties for the provision of the affected Subscription and Non-Subscription Services.
Partner Relationship. 5.1 Non-Payment by Partner
Partner Relationship. RP agrees that it will provide ETaxBreaks with referrals that are suited for and will benefit from the services of ETaxBreaks. (In order for this Agreement to be complete and for RP to receive compensation for referrals, RP must fill out the Partner Information section on page 3).
Partner Relationship. During the Term of this Agreement, Partner:
2.1. Will use reasonable efforts to market and resell any or all Authorized Defendify Products that Partner wishes to resell to Prospects and/or Partner Customers, to the extent that each of the foregoing is not already a Defendify customer or engaged in independent discussions with Defendify to become a Defendify customer (collectively, the foregoing services are referred to here as "Resale" and to resell them is to "Resell"). Partner will limit its Resale activities to those companies and organizations that Exhibit 1 defines as Authorized Defendify Products and which fall within the Resale Markets defined in Exhibit 1. Partner may, in its sole discretion, Resell the Authorized Defendify Products in conjunction with other products or services that Partner sells, Resells, licenses or re-licenses.
2.2. In connection with Resale, may in its sole discretion use (a) any or all Defendify Marketing Materials and (b) any Original Partner Marketing Materials that Defendify has previously approved in writing, subject to any terms that Defendify may impose on those materials' use.
2.3. Will provide liaison, where necessary, between Defendify and Prospects in connection with Resale, including without limitation coordinating product demonstrations for Prospects.
2.4. May Resell the Authorized Defendify Products at any prices that Partner in its sole discretion seems appropriate, subject to any pricing terms or guidelines that may be defined in Exhibit 1 as "Pricing Terms").
2.5. Will pay Defendify the Fees specified in the Quote.