Odoo Partnership Agreement - Under Revision!

3.1 Project platform access

To help PARTNER promote Odoo Enterprise Edition, ODOO grants access to its project code repository to PARTNER for all "Odoo Enterprise Edition" Apps, under the terms set forth in :ref:`appendix_p_a` and the conditions restricted under this Agreement. This access will be granted as of the signature of this agreement and be revoked when this agreement is terminated.

3.2 Restrictions

PARTNER commits to keep confidentiality of the source code of Odoo Enterprise Edition Apps within its staff. Access to the source code of Odoo Enterprise Edition for customers is governed by the Odoo Enterprise Subscription Agreement (version 4.0 and above). PARTNER agrees to NOT redistribute this code to third parties without the written permission 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 and to collect statistics that are needed for that purpose.

4.1 Partnership levels

The Odoo partner program consists of two types of partnerships and four levels; “Learning Partners” is for companies who want everything necessary to start implementing Odoo, without visibility as an official partner until they get the required experience; “Official Partners” is for companies who want the visibility as Ready, Silver and Gold, according to their experience with Odoo. Partnership level granted to PARTNER depends on the annual new Odoo Enterprise revenue generated for ODOO, the number of certified resources and the customer retention rate. Renewals of existing contracts do not account for the partnership level, but PARTNER still gets a commission on these contracts as stated in section :ref:`benefits`.

The table below summarizes the requirements for each partnership level.

Certifications are personal, so when a certified staff member leaves the company, PARTNER must notify ODOO in order to update the number of certified resources active for the partnership contract.

The level of partnerships will be reviewed quarterly by ODOO based on new Odoo Enterprise contracts sold by PARTNER over the previous 12 months, official certifications granted to employees of the partner, and customer retention rate.

"Official Partners" may be upgraded automatically to a higher level once they reach the requirements for that higher partnership level. Silver and Gold partners that are not meeting their partnerships requirements at the end of annual period may be assigned to a lower partnership level.

4.2 Benefits

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

4.3 Partner Recognition

ODOO will promote "Official Partners" on the list of Odoo Partners on the official website (odoo.com).

ODOO grants PARTNER, on a non-exclusive basis, the right to use and reproduce the ODOO Partner logo of the corresponding partnership level, and the "Odoo" name in relation with this partnership 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 Training Benefits

PARTNER has access to the ODOO knowledge base for the duration of this Agreement. The ODOO knowledge base is an online e-platform containing a set of commercial, marketing and functional documents, to help PARTNER acquire and leverage Odoo knowledge, grow its business, attract more customers, and build brand awareness.

PARTNER also receives free access to the ODOO E-Learning platform (for unlimited users). The ODOO E-Learning platform provides a set of high quality online video courses and tutorials about official Odoo Apps.

PARTNER will have access to commercial coaching provided by their dedicated Account Manager, as appointed by ODOO.

PARTNER also has the option to purchase specific technical training by subscribing to an Odoo Success Pack, for an extra fee.

4.5 Commissions on Odoo Services sold by PARTNER

For ODOO services directly purchased by a customer through PARTNER, PARTNER shall receive retribution as follows:

• For “Odoo Enterprise” and "Odoo SH" subscriptions sold via PARTNER; ODOO will invoice directly the customer based on final pricing agreed between ODOO, PARTNER, and the customer. Then, PARTNER will invoice his commission to ODOO based on the Odoo Enterprise Edition price, net of possible rebates, and based on PARTNER's current partnership level at the time of signature of the sale.
• For “Odoo Enterprise” subscription renewals; PARTNER receives a commission for each renewal of a subscription sold via PARTNER, as long as PARTNER maintains a contractual relationship with the corresponding customer.
• For other services; PARTNER invoices directly the customer, and ODOO will invoice PARTNER directly, commission included (as a discount).

6.1 Consequence of termination

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 relationship with ODOO ;
• shall comply with its obligations during any notice period prior to such termination ;
• may not use Odoo Enterprise anymore, for development, test or production purpose

8.1 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 via registered mail.

8.2 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.

8.3 Publicity

PARTNER grants ODOO the nonexclusive right to use PARTNER's name or trademarks in press releases, advertisements or other public announcements. In particular, PARTNER accepts to be mentioned, and that PARTNER's logo and trademark may used for this purpose only, in the official list of the ODOO partners.

8.4 No Soliciting or Hiring

Except where the other Party gives its consent in writing, each Party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other Party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 24 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching Party agrees to pay to the other Party an amount of EUR (€) 30 000.00 (thirty thousand euros).

8.5 Independent Contractors

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.