OUTSYSTEMS CHANNEL PARTNER AGREEMENT

This OutSystems Channel Partner Agreement (this “Agreement”) is entered into as of the Effective Date by and between “OutSystems” and the “Channel Partner” (each, a “Party”, and together, the “Parties”).

WHEREAS,

a)OutSystems wants to expand access to its Software Solutions and Services;
b)Channel Partner desires to refer and forward potential End-Customers of the Software and/or the Services;
c)Channel Partner may have the means and desire to resell OutSystems products and associated services;
d)Channel Partner may have the means and desire to offer value- added services or business solutions based on the OutSystems Product to its customers.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein the Parties agree as follows:

1. DEFINITIONS

In this Agreement, capitalized terms shall have the following meaning:

"Accepted Opportunity" means each Opportunity accepted by OutSystems per the provisions stated in Section 3 of this Agreement.

"Branding Guidelines" means any materials provided to the Channel Partner by OutSystems outlining appropriate use of the Branding Features.

"Branding Features" means OutSystems' proprietary trade names, trade dress, service marks, trademarks, logos, partner badges, and other distinctive branding features as provided to the Channel Partner by OutSystems.

"Channel Partner Program" means the program, available online, and as updated from time to time where the appropriate category of Channel Partner and applicable conditions will be defined.

"Partnership Fee" means the fee payable to OutSystems by Channel Partner in order to participate in the OutSystems Channel Partner program.

"Confidential Information" refers to non-public information that either Party may obtain from the other or have access to by virtue of this Agreement, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, code, inventions, algorithms, business concepts, workflow, marketing, financial, business and technical information, the terms and pricing under this Agreement, authentication credentials associated with the use of the Software and the Professional Services, Personal Data, and all information either clearly identified as confidential or that is of a nature that a reasonable person would understand to be confidential.

"Documentation" means information contained in the user guides, operating manuals and web properties provided by OutSystems with the Software or otherwise made accessible to Channel Partner, as may be updated from time to time.

"End-Customer" means a business entity that has executed an agreement with OutSystems and has paid all fees due for the Product.

"Effective Date" means the date on which OutSystems and Channel Partner have executed this Agreement or signed the respective Partner Order (or the date of the last signature if not executed by both parties on the same date).

"Net Receipts" means the actual amount of End-Customer payments received by OutSystems for the Software and/or the OutSystems Services pursuant to the execution of an Order with an End-Customer or Prospect associated with an Accepted Opportunity, excluding any taxes, discounts, markdowns and other price protection actually given.

"Opportunity" means a project or use case, with an End-Customer or a Prospect, where the purchase of Software and Services is being considered, the outcome of which is a signed Order.

"Order" means the ordering documents for purchases hereunder, including addenda thereto, that are entered between End-Customer and OutSystems from time to time. Orders shall be deemed incorporated herein by reference.

"Participating Affiliate" means any entity that controls, is controlled by or shares common control with the Channel Partner, where such control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock, by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%.

"Partner Order" means the ordering documents defining partnership conditions that are entered between Channel Partner and OutSystems from time to time. Partner Orders shall be deemed incorporated herein by reference.

"Product" means the OutSystems Software, Documentation and Services, including any modification, improvements, alterations, translations, localizations, innovations, or changes of any kind performed on the Software, Documentation and/or Services.

"Promotional Materials" shall mean any documents and materials including manuals and packaging of the Product, advertising, promotional, display and/or other such marketing materials of or concerning the Product which the Channel Partner may use in conjunction with the distribution of the Product and for promotional purposes only.

"Prospect" means each business entity referred to OutSystems by Channel Partner as a potential customer for the Product.

"Partner Commission" means the commission payable to the Channel Partner by OutSystems following the execution of an agreement between a Prospect and OutSystems according to Section 4 and as specified in the Channel Partner Program.

"OutSystems Services" means the non-exclusive consulting, training, development, implementation or customization of information technology services and/or advice to be provided by OutSystems to an End-Customer on a time and materials or fixed price basis as agreed upon with End-Customer. OutSystems Services do not include the provision of any OutSystems’ proprietary Software or related maintenance and support services. OutSystems Services do not include the provision of the Support and Updates services included in a Subscription.

"Software" means the applicable OutSystems software product described in the Evaluation Guide at https://www.outsystems.com/evaluation-guide/, the Cloud hosting platform used by OutSystems to provide the Software as a platform as a service, all updates to the Software provided as part of Support and Updates, and the Documentation.

"Subscription" means the joint provision of Software licenses and Support and Updates services by OutSystems under and further to the execution of an agreement and respective Order between OutSystems and End-Customer.

"Support and Updates" means any Software support and updates services provided by OutSystems as detailed at www.outsystems.com/goto/outsystems-support-terms.

"Territory" means a geographically defined area in which this Agreement is valid, set forth in the Channel Partner Program

"Upgrade" means an addition of users, application objects, features or any other changes to the End-Customer’s subscription, which results in an increase of the overall price of the End-Customer’s subscription.

"Validity Period" means the validity period of six (6) months following the date OutSystems has accepted the Opportunity as set forth in Section 3 of this Agreement.

2. OBJECT

2.1Rights Granted. Subject to payment by Channel Partner of the Partnership Fee within the scheduled payment term, Channel Partner shall have the non-exclusive right, throughout the Territory, during the Term, and acting as an independent intermediary, to promote and advertise the Product to Prospects, for subsequent sale by OutSystems, in all commercial channels of distribution, including, without limitation, retail, direct response and direct mail.

2.2Duties and Responsibilities. Channel Partner shall (a) conduct its business in a manner that always reflects favorably on the Product and the good name, goodwill and reputation of OutSystems; (b) avoid deceptive, misleading or unethical practices, that are or might be detrimental to OutSystems or the Product, including false or misleading representations with regard to OutSystems or the Product. Channel Partner shall not make any representations or warranties concerning prices, terms or delivery, specifications, features, capabilities or performance of the Product that are inconsistent with the Documentation, terms of payment, or conditions of sales except to the extent such representations are authorized in writing by OutSystems. Channel Partner furthermore shall: (i) be responsible for its employees’ and contractors’ compliance with this Agreement, including all applicable restrictions; (ii) use commercially reasonable efforts to promote and expand the Product sales in the Territory in accordance with the terms and conditions of this Agreement and applicable laws and government regulations; (iii) review and fulfil the then-current requirements and benefits of the applicable category of Channel Partner as listed in the Channel Partner Program. Failure to meet any of these duties and responsibilities may result in the immediate termination for cause of this Agreement by OutSystems.

2.3Branding Guidelines. Channel Partner shall follow and fully comply with the Branding Guidelines in connection with its activities under Section 2.1 of this Agreement. OutSystems reserves the right to modify the Branding Guidelines from time to time and shall give the Channel Partner notice of any such modification. Within thirty (30) days of receipt of notice of any modifications to the Branding Guidelines, Channel Partner shall act to assure that all Promotional Materials and other promotional or marketing matters related with the Product comply with the Branding Guidelines.

2.4Reserved Rights. All rights not specifically granted to Channel Partner hereunder are reserved by OutSystems.

2.5Eligible Partners. The Parties hereby agree that not only Channel Partner but also, as applicable, any other Participating Affiliates of Channel Partner may benefit of the relationship between the Parties and join this Agreement at any time they shall decide so. Channel Partner will inform OutSystems of any such Participating Affiliate, as applicable, in order to access the Agreement. Such Participating Affiliate, as applicable, will expressly accept to be bound by this Agreement and shall execute a specific Exhibit A that will apply solely to such Participating Affiliate, as applicable, and to the applicable OutSystems company pursuant Section 14.1 below. The Participating Affiliate, as applicable, executing such specific Exhibit A will be the sole entity responsible for its obligations under this Agreement and it will be liable only for its own acts and omissions and not those of other Participating Affiliates.

3. CHANNEL PARTNER OBLIGATIONS / REFERRAL OF OPPORTUNITIES

3.1Promotion and Advertising. Channel Partner shall use commercially reasonable efforts to promote the marketing and distribution of the Product in order to conclude the maximum Product sales in the Territory. Except as expressly set forth herein or otherwise agreed in writing by the Parties, Channel Partner shall be solely responsible for all costs and expenses related to the advertising, marketing and promotion of the Software and for performing its obligations hereunder. Channel Partner shall submit to OutSystems in advance, for OutSystems’ prior approval, any marketing and Promotional Materials developed by the Channel Partner concerning the Product.

3.2Referral of Opportunities. The Channel Partner shall notify OutSystems of the details of the Opportunity including, but not limited to, the description, timeline, budget, competition and the Prospect’s identification, sector, market and specific needs and/or demands, as the case may be, in accordance with the Opportunity registration feature located in the OutSystems Channel Partner center portal. OutSystems may, in its sole discretion, accept or reject any referred Opportunity, and Channel Partner acknowledges that OutSystems may reject any Opportunity for any reason, including, but not limited to: (i) existing opportunities with OutSystems customers (except those originating from a previous referral by Channel Partner); (ii) opportunities originated by OutSystems and with whom OutSystems is, or has been, in discussions; and (iii) opportunities that have already been the subject of a referral by another Channel Partner and that have been approved by OutSystems. If the Opportunity is accepted, Channel Partner receives a formal notification through the OutSystems Channel Partner center portal. Absence of such notification means that the Opportunity has not been accepted by OutSystems.

3.3Pursuit of Accepted Opportunities. Upon acceptance of the Opportunity, the Channel Partner is expected to continue to engage with the Prospect to further promote OutSystems and the Product to the Prospect. Channel Partner agrees to work collaboratively with OutSystems at all times and, where requested by OutSystems, Channel Partner agrees to work under the direction of an OutSystems representative. Unless otherwise explicitly requested by Channel Partner, and confirmed by OutSystems, every Opportunity referral shall be deemed non-exclusive. Under certain circumstances, a Channel Partner may request exclusivity for a specific opportunity referral, and OutSystems reserves the right to extend exclusivity to the Opportunity referral. In the event that exclusivity of Opportunity is granted to Channel Partner, the exclusivity of the Opportunity referral will be for the duration of the Validity Period. Such exclusivity means that OutSystems agrees to pursue Software license sales in cooperation with Channel Partner and agrees not to accept Opportunity referrals from any other Channel Partner, except in the case of a public open tender or upon written request by Prospect to either Party.

3.4Opportunities Outside of Territory. In the event a Channel Partner finds an Opportunity to refer a Prospect outside of the Channel Partner’s defined Territory, Channel Partner must obtain OutSystems’ prior written consent to engage with such a Prospect through an Accepted Opportunity registration. Channel Partner acknowledges that, in such a case, specific rules of the applicable Territory and/or OutSystems specific guidelines and directions shall apply and supersede any conflicting terms of this Agreement.

3.5Becoming an End-Customer. If the Prospect of an Accepted Opportunity has: (a) not previously entered into an agreement with OutSystems; (b) not previously been accepted by OutSystems as an Accepted Opportunity being referred or introduced to OutSystems by any other person, entity or Channel Partner or directly engaged by OutSystems; and (c) not previously been documented as an End-Customer (as defined above); and (d) OutSystems finally enters into an agreement with the Prospect of such Accepted Opportunity, this Prospect shall be considered an End-Customer for the purposes of this Agreement and OutSystems shall pay the Partner Commission to Channel Partner as set forth in Section 4 of this Agreement and in accordance with the Channel Partner Program. End-Customers who (i) acquire a Subscription through an assignment or migration of an existing Subscription or (ii) purchase the Subscription through an Independent Software Vendor, shall not be considered as a new End-Customer and Channel Partner shall not be entitled to a Partner Commission.

3.6Dispute of Referrals. In the event a referral of an Opportunity is registered by two or more Channel Partners, finders or other persons, OutSystems, in its sole discretion, shall determine which party is entitled to a fee, if any, based primarily upon each party’s contribution.

3.7Channel Partner’s Warranties. Channel Partner warrants and represents that, for each Opportunity referred to OutSystems under this Agreement, Channel Partner has the authority to make the referral on behalf of the Prospect, and that neither Channel Partner, nor any of its directors, officers, or shareholders have a conflict of interests with the Prospect or with OutSystems or is in breach of any applicable policies in making the referral.

3.8OutSystems Rights. Other than rights granted herein, Channel Partner acknowledges that nothing in this Agreement shall prevent or limit OutSystems from marketing and selling its Product, in whole or in part, directly or indirectly, in the Territory or outside the Territory, to any prospective customers, or from working with other representatives, resellers, distributors or other marketing agents, without any liability to Channel Partner.

4. PARTNER COMMISSIONS AND PAYMENT TERMS

4.1Partner Commissions. Once the Prospect of an Accepted Opportunity becomes an End-Customer within the Validity Period and payment by such End-Customer has been received by OutSystems, and if the Channel Partner is in good standing with an active partnership and has paid the Partnership Fee to OutSystems within the scheduled payment term, the Channel Partner will be entitled to the Partner Commission as set forth in the Channel Partner Program. The Parties agree that the Validity Period may be unilaterally extended by OutSystems if OutSystems issues a notice to the Channel Partner of such extension specifying the duration of the extension of the Validity Period.

4.2Report. No later than the end of the calendar month following the month in which a qualifying Prospect becomes an End-Customer, OutSystems shall provide the Channel Partner with a written report specifying the Partner Commission to which the Channel Partner is entitled for each order received by OutSystems and when that commission can be invoiced by the Channel Partner. No report will be provided if no referrals occurred. OutSystems reserves the right to review the report before the Partner Commission payment in case OutSystems concludes that the report sent was not aligned with the agreement signed between the Parties.

4.3Payment terms. Partner Commission shall be based on the Net Receipts of the Product revenue received by OutSystems. Partner Commission is based on the rates as set forth in the Channel Partner Program. Payment of the Partner Commission shall be made by wire transfer. If OutSystems has not received the Channel Partner's invoice for the amount mentioned in the report described in section 4.2. within 180 days from the provision of said report, the right to receive the Partner Commission shall expire.

4.4Taxes. The Channel Partner will bear all taxes and duties which may be levied with respect to the payment of the Partner Commission by OutSystems.

4.5Expenses. The Channel Partner will bear all expenses and travel costs it may incur with respect to the performance of this Agreement.

4.6Currency. All payments shall be made in the currency defined in the applicable Partner Order to be issued by OutSystems.

5. RESELLER TERMS AND CONDITIONS

5.1General. In addition to refer and forward potential End-Customers of the Software and/or the Services to OutSystems, Channel Partner may have the means and desire to resell OutSystems products and associated services. In order to resell OutSystems products and services, Channel Partner must be authorized by OutSystems as a reseller for the relevant opportunity in accordance with the terms and conditions in the Channel Partner Program. If authorized as a reseller for an opportunity, Channel Partner may explore reselling opportunities in which case the terms and conditions foreseen in this section 5 will apply in addition to all the remaining sections of this Agreement, except the ones specifically addressing the referral motion.

5.2Additional definitions. In addition to the definitions in Section 1 of the present Agreement, the following definitions shall apply when reselling:

"Channel Partner Discount" shall mean the percentage discounted from the then current OutSystems price list for the Product.

"EULA" means OutSystems End-User License Agreement which governs, inter-alia, the warranty, service levels, supports and maintenance relating to the Software available at https://www.outsystems.com/legal/end-user-licensing-agreement.

"End-Customer" means, in the context of reselling, a business entity who Channel Partner resells the Software to and with whom the Channel Partner enters into a separate agreement for the use of the Software.

"OutSystems Support" shall mean any Software support services provided by OutSystems by telephone, e-mail or other method, as well as any other Software maintenance services, in accordance with the terms and conditions of this section and the EULA.

"Reseller Order" means the ordering documents setting out the details of the Product resold by the Channel Partner to an End-Customer hereunder (including exhibits and addenda thereto) that are entered into between Channel Partner and OutSystems from time to time.

5.3Rights Granted. Subject to the terms and conditions of this Section 5, OutSystems hereby grants to Channel Partner, when reselling, a non-exclusive, non-transferable, personal, non-sublicensable, except as expressly set forth in this Section below, limited right to: (a) distribute and sublicense the Product to End-Customers under the EULA,, solely for their own internal business purposes in the Territory; and (b) provide the Services to End-Customers in the Territory.

5.4Channel Partners Obligations. When reselling, in addition to the other obligations and responsibilities foreseen in this Agreement, Channel Partner shall (a) train and maintain a sufficient number of capable technical and sales/pre-sales personnel having the knowledge and training necessary to (i) inform End-Customers properly concerning the features and capabilities of the Product; (ii) if applicable, provide training and support in accordance with Channel Partner's obligations; and (iii) achieve the Sales targets; (b) ensure the adaptation of Product’s presentations, training and any other material of a commercial nature to the specific needs of the Territory; (c) inform OutSystems promptly and in writing of any facts or opinions regarding suspected Product defects, intellectual property infringement claims, customer complaints and/or other facts that may affect the performance of this Agreement or OutSystems reputation or goodwill; (d) promptly provide OutSystems, as may be requested, with detailed information regarding (i) the End-Customers (subject to any confidentiality obligations), and (ii) the course of business in the Territory regarding the Product; (e) obtain and maintain all government licenses, permits, and approvals, which are necessary or advisable.

5.5Restrictions. Unless otherwise authorized under this Section, Channel Partner will not (and will not allow any third party to) (i) disassemble, decompile, or reverse engineer the Software that is part of the Product; (ii) copy or otherwise reproduce any of the Product, in whole or in part, except as expressly authorized in this Section 5; (iii) modify the Product in any manner, except as it may be expressly directed by OutSystems in writing or except as provided otherwise in this Section 5; (iv) use the Product in any manner to provide service bureau, time sharing, or other computer services to third parties; (v) sell, rent, lease, assign or otherwise transfer in whole or in part the Product or any interest in it to another party; (vi) export or re-export the Product except as it may be expressly authorized by OutSystems in writing or except as provided otherwise in this Section 5; (vii) remove or modify any Product markings or any notice of OutSystems’ proprietary rights; (viii) disclose results of any Product benchmark tests to any third party without OutSystems’ prior written consent; (ix) use the Product in any way that is contrary to the terms and conditions of this Section 5; (x) amend the Master Subscription Agreement; (xi) amend the EULA; or (xii) use the Product for any unlawful purposes.

5.6OutSystems Obligations. OutSystems shall: (a) provide Channel Partner with all necessary documentation and information regarding the Product; (b) provide Support to End-Customers; (c) provide sales and pre- sales support to Channel Partner; (d) respond to questions addressed by Channel Partner in a timely manner; (e) allow access to Territory related sales leads and deal management information using the partner portal; (f) not encourage a prospective End-Customer to buy directly from OutSystems by offering the Product at lower prices or otherwise (for this purpose the term “prospective End-Customer” shall be defined as an opportunity developed and registered by the Channel Partner and accepted by OutSystems).

5.7Prices. OutSystems shall make Product and associated Services available to Channel Partner with the Channel Partner Discount off the then current OutSystems price list, whose prices may change from time to time on 30 (thirty days) written notice to Channel Partner. Notwithstanding the foregoing, the Parties may mutually agree to a different commercial discount on a case by case basis in the event special circumstances arise, such as the opportunity to sell to an End-Customer of particular strategic importance who is demanding favorable pricing.

5.8Agreement between Channel Partner and End-Customer. The Channel Partner will enter into and cause each End-Customer to enter into a separate agreement for the use of the Product with provisions that (i) are either substantially similar to the terms and conditions of the EULA with respect to license use and restrictions, product and services specifications, confidentiality, intellectual property and warranty disclaimers, or (ii) point to the EULA, to which the End-Customer needs to agree to. The Channel Partner agrees not to grant any rights to any End-Customer to use the Product until the above-mentioned agreement is executed with End-Customer. The Channel Partner agrees not to grant any End-Customer any greater licensing rights than the ones granted to the Channel Partner by OutSystems and commits to inform the End-Customer of the applicable terms and conditions. The Channel Partner will enforce its agreements with End-Customers with at least the same degree of diligence that the Channel Partner uses to enforce similar agreements for its own products or other software products that it distributes, but in no event use less than its best efforts. OutSystems shall not be a party to the agreements between the Channel Partner and the End-Customers and will not have any obligations or liabilities to the Channel Partner or the End-Customers under such agreements.

5.9Reseller Order. The Channel Partner shall order products from OutSystems on an End-Customer by End-Customer basis, by submitting a Reseller Order to OutSystems. The End-Customer must be duly identified in the “Ship to” section of the order and every Reseller Order is subject to agreement between the Parties. OutSystems may reject any submitted order, at its sole discretion, which shall be communicated to the Channel Partner in writing. Each Reseller Order placed by the Channel Partner shall be subject to the terms of this Agreement. The Reseller Order must be complete when submitted to OutSystems and may not (a) require any concessions or obligations of OutSystems other than as set forth herein, or (b) be changed after it is submitted to OutSystems, unless otherwise agreed between the Parties. Each Reseller Order placed by the Channel Partner shall include all information required by OutSystems. In accordance with each Reseller Order, OutSystems grants the Channel Partner a non-exclusive, non-transferable, single-use, right to sublicense the Software to the End-Customer identified in the “Ship to” section of the Reseller Order during the Subscription Term, subject to the specifications, limitations and restrictions set forth in the Reseller Order and in this Agreement.

5.10Payment. OutSystems shall issue an invoice for ordered Software and/or Services, which shall be paid by the Channel Partner within the term defined in the applicable Reseller Order. Payment by the Channel Partner is due regardless of when or whether the Channel Partner is paid by its End-Customers.

5.11Currency. All payments shall be made in the currency defined in the applicable Reseller Order.

5.12Taxes. All amounts payable by the Channel Partner are payable in full without offset or deduction for taxes (including any withholding tax) or customs duties. In addition, the Channel Partner shall be responsible for and shall pay any sales, use, value-added and similar transaction taxes and customs duties paid or payable, however designated, levied, or based on amounts payable by the Channel Partner.

5.13Early cancellation for non-payment. The Channel Partner acknowledges and accepts that each Subscription can be interrupted and/or discontinued in the event of non-payment when the respective payment obligation (either of its entirety or a portion / instalment thereof) becomes due, as set forth in the applicable Reseller Order. This action could result in, but is not limited to, the withholding of license keys, terminating cloud access, and/or denying service and support. Subject to the terms of this Agreement, the Channel Partner acknowledges and accepts that the non-payment of any due amounts constitutes a material breach and that OutSystems shall have the right to immediately terminate this Agreement in accordance with Section 8.

5.14Specific Effects of Termination. In addition to Section 8.4, unless the Agreement is terminated by OutSystems pursuant to breach by the Channel Partner: (i) the Channel Partner shall no longer have access to the Product (except as required to service any outstanding contracts with End-Customers) and all outstanding paid contracts with End-Customers will cease at the end of the respective term; and (ii) OutSystems is not liable for any damages incurred by the Channel Partner or any third parties as a result of the termination of the Channel Partner’s use of the Software in conformity with this section.

5.15Subscription Licensed Through Distributor. The Parties agree that the Channel Partner may license Subscriptions through a distributor in order to resell said Subscriptions to Channel Partner’s End-Customers under the terms of section 5 of this Agreement. OutSystems reserves the right to, at is sole discretion, require Channel Partners to license Subscriptions through a distributor in regions where OutSystems has distributors established. Subscriptions licensed through a distributor, including multi-year Subscriptions, are not subject to cancellation by Channel Partner. Where Channel Partner licenses Subscriptions through a distributor, the distributor will enter into an Order with OutSystems that shows End-Customer as the “ship to” party and distributor as the “bill to” party. OutSystems agrees that, subject to receiving payment from the distributor, OutSystems shall be directly responsible to Channel Partner, pursuant to the terms and conditions of this Agreement, for providing the Subscriptions under a relevant Order. Channel Partner acknowledges that OutSystems will not be responsible for the acts or omissions of the distributor, or for any third-party products or services furnished to Channel Partner by any distributor. For the avoidance of doubt, payment and taxes concerning the Partnership Fee and any Subscription will be addressed in the agreement between OutSystems and distributor, and any reference to the Channel Partner’s obligation to pay the Partnership Fee to OutSystems and to Section 5.10 (Payment) of this Agreement are not applicable to Subscriptions licensed through distributors.

6. INTELLECTUAL PROPERTY RIGHTS, OWNERSHIP AND TITLE

6.1Ownership. OutSystems retains all right, title, and interest in and to the Product (and any copies thereof), and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. The Channel Partner is not granted any rights to any trademarks or service marks of OutSystems. The Channel Partner hereby assigns all necessary rights, title, and interest necessary to accomplish the foregoing ownership. The Channel Partner shall assist OutSystems, at OutSystems’ expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and defend any rights assigned. Nothing in this Agreement shall be interpreted to grant (by implication or otherwise) any license or rights to Channel Partner except as expressly stated herein.

6.2Use of Trademarks/Trade Names. (a) Trademarks. During the Term of this Agreement, Channel Partner shall have the right to advertise the Product under OutSystems' Branding Features. The Channel Partner shall fully comply with all Branding Guidelines communicated by OutSystems concerning the use of OutSystems' Branding Features. (b) Use. On its website and in all Promotional Materials, Channel Partner must maintain clarity about the nature of its relationship with OutSystems. At no time may Channel Partner use the Branding Features in a manner that indicates Channel Partner is the original source of the OutSystems Product or is part of OutSystems corporate structure, rather than a partner of OutSystems. The Channel Partner shall not alter or remove any of OutSystems' trademarks affixed to the Product by OutSystems. Except as set forth in this Section 6.2, nothing contained in this Agreement shall grant or shall be deemed to grant to the Channel Partner any right, title or interest in or to OutSystems' trademarks. All uses of OutSystems' trademarks shall inure solely to the benefit of OutSystems, and the Channel Partner shall obtain no rights with respect to any of OutSystems' trademarks, other than the right to market and promote the Product as set forth herein, and the Channel Partner irrevocably assigns to OutSystems all such right, title and interest, if any, in any of OutSystems' trademarks. At no time during or after the term of this Agreement shall the Channel Partner challenge or assist others to challenge OutSystems' trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of OutSystems. Upon termination of this Agreement, the Channel Partner shall immediately cease to use all of OutSystems' trademarks. OutSystems shall not use name, logo, and brand name of the Channel Partner without the Channel Partner’s prior written approval.

7. CONFIDENTIALITY

7.1Use and Disclosure. During this Agreement and for a period of five (5) years following its termination, each Party shall hold in confidence and not use for any purposes unrelated to this Agreement or disclose to any third party (except the Party’s employees, agents or contractors who have a need to know and who are subject to confidentiality obligations at least as restrictive as those in this Agreement) any Confidential Information of the other Party. Each Party agrees to take all reasonable steps to ensure that the Confidential Information is not disclosed or distributed by its employees, contractors, or agents in violation of the terms of this Agreement.

7.2Permitted Disclosures. Either Party may disclose Confidential Information of the other Party either (i) in response to a valid order by a court or other governmental or regulatory body, (ii) as otherwise required by law, or (iii) as necessary to establish the rights of either Party under this Agreement; provided such Party promptly notifies the other Party of such request and allow the other Party the opportunity to object or to seek a protective order, to the extent permitted by the applicable law.

7.3Non-Confidential Information. The Parties shall not be obligated under this Section 7 (“Confidentiality”) with respect to Confidential Information that: (i) is or becomes a part of the public domain through no act or omission of the receiving Party; (ii) was in the receiving Party’s lawful possession without restriction prior to the disclosure and had not been obtained by the receiving Party either directly or indirectly from the disclosing Party; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on the disclosure; or (iv) is independently developed by the receiving Party without access to the Confidential Information.

7.4Destruction or Return. Except as otherwise authorized or required in furtherance of the purposes of this Agreement, promptly upon a request by the disclosing Party, the receiving Party will destroy (and so certify in writing) or return to the disclosing Party all Confidential Information and all documents or media containing any such Confidential Information and all copies or extracts thereof, provided that the receiving Party shall be permitted to retain copies of any computer records and files containing any Confidential Information which have been created pursuant to automatic archiving and back-up procedures, or retain a back-up copy of such Confidential Information as required by law, rule, regulation or internal compliance policies, in which cases such Confidential Information shall continue to be subject to confidentiality obligations even after termination of this Agreement.

8. TERM AND TERMINATION

8.1Term of Agreement. The Term of this Agreement will be for one year from the Effective Date. This Agreement shall automatically renew for successive one-year terms unless either Party gives written notice not to renew not less than thirty (30) days prior to termination. Notwithstanding the foregoing, OutSystems reserves the right to modify or amend the Channel Partner Program from time to time. OutSystems shall notify the Channel Partner of such modifications or amendments to the Channel Partner Program. If any such modification or amendment to the Channel Partner Program is unacceptable to the Channel Partner, the Channel Partner’s sole and exclusive remedy shall be to terminate this Agreement within thirty (30) days after such modification

8.2Immediate Termination. Either Party may immediately terminate this Agreement in case of material breach of this Agreement by the other Party. For the sake of clarity, the non-payment of the Partnership Fee by the Channel Partner within the scheduled payment date is considered a material breach. In exceptional circumstances either Party may evoke such termination for: a) bankruptcy; b) death, retirement, illness, or incapacity of the other Party’s key personnel; or c) the acceptance of bribes and/or conviction for any criminal offense by the other Party. OutSystems can also immediately terminate this Agreement as foreseen in Sections 13.2 to 13.5 of this Agreement.

8.3Termination for Convenience. Either Party may terminate this Agreement for any reason or no reason, and without any liability towards the other Party, by giving the other Party a thirty (30) day prior written notice.

8.4Effect of Termination. Upon termination of this Agreement for any reason: (a) the Channel Partner will immediately discontinue making any representations regarding its status as set forth in this Agreement and will immediately cease any activities related to this Agreement; (b) all amounts owed by either Party to the other will become immediately due and payable; and (c) any assigned prospects hereunder may be pursued by OutSystems or transferred to another Channel Partner at OutSystems' sole discretion. Termination or expiration is not an exclusive remedy, and all other remedies will be available whether or not termination occurs.

8.5Performance Period. Irrespective of the term of this Agreement, the Parties will set Channel Partner performance review periods for which Channel Partner may earn specific incentives as set forth in the Channel Partner Program (“Performance Period”). The Performance Period will be set for one (1) year, commencing on the Effective Date. Except as otherwise specified in the Channel Partner Program, the Performance Period shall automatically reset for additional periods equal to the expiring Performance Period or one (1) year (whichever is shorter), unless either Party gives the other notice of non-renewal at least 30 (thirty) days before the end of the relevant term or the Parties mutually agree on a different term.

9. MUTUAL PROMOTION

9.1 Each Party shall provide the other with a commercially reasonable quantity of its marketing materials to best enable the other Party's sales and marketing teams to familiarize themselves with, and promote the Product and/or OutSystems Services, or the Channel Partner’s offerings, as applicable. If the Parties determine it to be mutually beneficial, they shall develop joint materials to promote both Parties' offerings with the costs of any such materials to be mutually agreed upon between the Parties. Neither Party shall create materials that refer to the other Party's offerings without first obtaining approval of said materials from the other Party.

9.2 The Parties shall consult with each other on at least an annual basis to review the effectiveness of the cross-promotion activities and to discuss, where applicable, other opportunities that might be available for the mutual benefit of the Parties.

9.3 Each Party will facilitate contacts and the dissemination of information between the Parties by providing the other with opportunities to present and demonstrate its offerings at the appropriate sales and marketing, technical and other meetings and conferences as may be mutually agreed.

10. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED OR STATUTORY OR OTHER WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUTSYSTEMS DOES NOT GUARANTEE OR WARRANT THAT THE PRODUCT WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR COMPLETELY SECURE OR THAT OUTSYSTEMS WILL BE ABLE TO CORRECT ANY PRODUCT ERRORS. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

11.1MUTUAL EXCLUSION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA OR DATA USE) ARISING FROM THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

11.2TOTAL AGGREGATE LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT AND THE OTHER PARTY’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER SHALL BE LIMITED TO DIRECT DAMAGES CAUSED BY THE PARTY’S NEGLIGENCE IN AN AMOUNT NOT TO EXCEED THE PARTNER COMMISSIONS PAID BY OUTSYSTEMS TO CHANNEL PARTNER IN THE TWELVE MONTHS PRECEDING THE DATE OF THE EARLIEST CLAIM MADE UNDER THIS AGREEMENT.

11.3EXCLUSIONS. THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 11.2 WILL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR DIRECT DAMAGES DUE AS A RESULT OF EITHER PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

11.4FORCE MAJEURE. No Party shall be liable for, or considered to be in breach of this Agreement on account of, any failure or delay in performance of any of its obligations under this Agreement if such failure or delay is due to acts of God, fires, flood, storm, explosions, earthquakes, acts of war or terrorism, riots, insurrection, pandemic, intervention of any government or authority or any other reason where the failure to perform is beyond the reasonable control of and not caused by the negligence or intentional acts or omissions of the non-performing Party.

12. INDEMNIFICATION

12.1Indemnification by the Channel Partner. The Channel Partner will indemnify OutSystems and hold it harmless from and against all loss, damage, liability, cost or expense of any nature whatsoever, including, without limitation, any and all reasonable attorney’s fees and court costs, arising out of or in connection with (i) the inaccuracy or breach of any representation, warranty or obligation of the Channel Partner hereunder; and/or (ii) the activities of the Channel Partner in connection with this Agreement, namely the promotion and sale of the Products, in violation of any law or any other duty or obligation of the Channel Partner.

12.2Indemnification by OutSystems. In the event that an action based upon a claim that the Software infringes any valid and enforceable copyright or patent of a third party is brought by said third party against the Channel Partner during the Subscription term, OutSystems will defend or, at its own option, settle such action, and those costs and damages finally awarded against the Channel Partner in such action that are specifically attributable to such claim or those costs and damages agreed on a monetary settlement of such action (except to the extent that the Channel Partner infringes such third party intellectual property rights as a result of willful or negligent conduct) provided in each case that the Channel Partner gives prompt written notice, cooperation and assistance to OutSystems relative to any such action and provided further that the Channel Partner gives OutSystems sole control of the defense and of any related settlement negotiations. If the Software becomes, or in OutSystems' opinion is likely to become, the subject of an infringement claim, OutSystems may, at its option and expense, either (i) procure the right to continue exercising the rights licensed, (ii) replace or modify the Software so that it becomes non-infringing and remains functionally equivalent, or (iii) terminate this Agreement. Notwithstanding the foregoing, OutSystems will have no obligation under this Section or otherwise with respect to any infringement claim based upon (i) any Application, (ii) any unauthorized use, reproduction, or distribution of the Software, (iii) any use of the Software in combination with other products, equipment, software, or data not supplied by OutSystems, (iv) in case of any use, reproduction, or distribution of any release of the Software other than the most current release made available by OutSystems, or (v) any modification of the Software by any person other than OutSystems or its authorized agents or contractors.

13. MISCELLANEOUS

13.1Entire Agreement. This Agreement, including all Orders, Partner Orders and Reseller Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to supplement or modify of this Agreement will be binding unless in writing and signed by a duly authorized representative of both Parties. The Channel Partner acknowledges and agrees that it has had the opportunity to review all the documents contained in a URL prior to executing this Agreement, which it can print for its internal records.

13.2Headings. The caption and the headings to clauses, sections, parts, paragraphs Partner Orders, Orders or Reseller Orders are inserted for convenience only and shall be ignored in interpreting this Agreement.

13.3Compliance with the Laws. The Channel Partner represents and warrants that it has obtained all required approvals of the government within the Territory in connection with this Agreement and that the provision of the services under this Agreement by the Channel Partner will comply with all applicable laws, including without limitation all applicable anti-corruption laws, anti-money laundering laws, antitrust laws, economic sanctions laws, export control laws, data protection and data privacy laws, and modern slavery and human trafficking laws. OutSystems shall have the right to terminate this Agreement, without notice and without liability, for any perceived or actual breach of this clause.

13.4Export Compliance. The Channel Partner will comply with all applicable export controls, trade sanctions, and import laws and regulations in its use and distribution of the Products, including without limitation and to the extent applicable the regulations of the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). The Channel Partner will not, directly or indirectly, export or reexport, or knowingly permit the export or reexport of any Products, without any required government authorization, to any person or entity (i) located or resident in any country or territory subject to comprehensive U.S. trade sanctions or other significant trade restrictions (including without limitation, the Crimea Region of Ukraine, Cuba, Iran, North Korea, Sudan, and Syria) (“Sanctioned Countries”); or (ii) identified on any applicable restricted party lists (including without limitation the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Denied Party List, Entity List and Unverified List, administered by BIS) (“Restricted Party Lists”). The Channel Partner represents and warrants that it is not (i) a citizen or a legal person of or located in a Sanctioned Country, or (ii) identified on, or more than 50 percent owned by one or more parties identified on, a Restricted Party List. OutSystems shall have the right to terminate this Agreement, without notice and without liability, for any perceived or actual breach of this clause.

13.5Relationship of Parties. The Parties are independent contractors, and there is no employer-employee, agency, or joint venture relationship between the Parties. The Parties do not have any authority to bind the other Party by contract or otherwise to any obligation. Neither Party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.

13.6Anti-Corruption Compliance. The Channel Partner acknowledges that it is familiar with and understands the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”) and the U.K. Bribery Act of 2010 (“UKBA”) and agrees, to the extent applicable to Channel Partner, not to violate, cause OutSystems to violate, or knowingly let anyone violate the FCPA, UKBA, or any other applicable anti-corruption laws. Channel Partner agrees that no payment it makes will constitute a bribe, influence payment, kickback, rebate, or other payment that violates the FCPA, the UKBA, or any other applicable anti-corruption or anti-bribery laws. OutSystems shall have the right to terminate this Agreement, without notice and without liability, for any perceived or actual breach of this clause.

13.7OutSystems Policies. The Channel Partner will perform its obligations under this Agreement in compliance with the applicable OutSystems rules, policies, and regulations, now in effect or hereafter amended, or established by OutSystems from time to time, including but not limited to the OutSystems Business Partner Compliance Guide (“Policies”). Channel Partner will require its employees, agents, or consultants performing services in connection with this Agreement to comply with such Policies and will be responsible for any violation of such Policies by its employees, agents, or consultants. OutSystems shall have the right to terminate this Agreement, without notice and without liability, for any perceived or actual breach of this clause.

13.8Assignment. This Agreement is not assignable or transferable by the Channel Partner without the prior written consent of OutSystems. Any attempt by the Channel Partner to assign or transfer this Agreement without such consent shall be void. OutSystems may assign or transfer this Agreement to a company of OutSystems’ group of companies or as a result of a merger or a sale of all or a substantial part of its assets. In case any permitted assignment or transfer of or under this Agreement occurs, this Agreement or the relevant provisions, as well as the existing Orders, Partner Orders and Reseller Orders, shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the Parties hereto.

13.9Audits. During the term of this Agreement and for a period of 3 years following termination, either Party shall maintain and not delete books and records (“Relevant Records”) regarding this Agreement and/or the Product. Either Party may, through quality audits, inspect and audit the other Party’s Relevant Records to verify compliance with the rights and obligations under this Agreement. Such audit may only occur once a year, following fifteen (15) business days prior written notice to the other Party. All costs in relation to any audit shall be borne by the Party carrying the audit. The Parties agree to cooperate and provide the other Party with reasonable assistance and access to information. Any audit shall be performed during normal working hours in such a manner as to not interfere with the operations of the Party being audited. An audit shall not include access to premises, internal policies, IT-systems or any information not relating directly to the Agreement and/or Product.

13.10Engagement of third parties by Channel Partner. The Channel Partner may not appoint or engage third parties in relation to this Agreement without the prior written consent of OutSystems.

13.11Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.

13.12No Waiver of Rights. The failure of either Party to enforce any of the provisions of this Agreement, or the failure to require performance by the other Party of any of the provisions of this Agreement, shall not be construed to be a present or future waiver of such provisions, nor affect the validity of either Party’s right to enforce such provision in future. No provision of any purchase order or other form employed or provided by Customer will supersede the terms and conditions of this Agreement and any Order executed with Customer, and any such document relating to this Agreement and any Order shall be for administrative purposes only and shall have no legal effect other than to evidence Customer’s acceptance of any Order.

13.13Interpretation. References to a provision, clause, section, Partner Order, Order or Reseller Order are to a provision, clause or section of, a Partner Order, an Order or a Reseller Order to, this Agreement. References to this Agreement include its Orders, Partner Order or Reseller Order (including reference to information contained in a URL and/or referenced policies and/or guides) and references to a part or paragraph are to a part or paragraph of an Order to this Agreement. Words importing the singular include the plural and vice versa. Words importing a gender include every gender. The words and phrases “other”, “such as”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

13.14Agreement Drafted by all Parties. This Agreement, which the Parties have agreed to draw up in the English language, is the result of arm’s length negotiations between the Parties and shall be construed to have been drafted by all Parties such that any ambiguities in this Agreement shall not be construed against either Party.

13.15Survival. Sections 6, 7, 10 and 11 this Agreement shall survive termination of this Agreement.

14. GOVERNING LAW, JURISDICTION AND NOTICES,

14.1Contracting OutSystems Company, Governing Law and Jurisdiction. The webpage available at www.outsystems.com/legal/governing-law-jurisdiction sets forth, based on where Channel Partner is domiciled: (a) the OutSystems entity with which Channel Partner is contracting under this Agreement and to which Channel Partner should direct notices pursuant to Section 14.2 (“Notices”) of this Agreement; (b) the governing law applicable to this Agreement, including any lawsuit or disputes arising out of or in connection with it, without giving effect to any choice or conflict of law provision or rule; and (c) which courts can adjudicate any such lawsuit. The Parties agree that neither the Uniform Computer Information Transaction Act nor the United Nations Convention for the International Sale of Goods will apply to this Agreement.

14.2Notices. Any notice, consent, approval, or other communication intended to have legal effect to be given under this Agreement (“Notices”) must be in writing and will be delivered (as elected by the Party giving such notice): (i) if provided to OutSystems, by email to legal@outsystems.com, or if provided to Channel Partner, to the email address of the Channel Partner set forth in the applicable Partner Order; (ii) by registered mail; or (iii) by overnight courier with proof of signature upon delivery. Unless otherwise provided in this Agreement, all Notices will be deemed effective on the date of receipt (or if delivery is refused, the date of such refusal) if delivered by registered mail and at 9.00 am of the next business day after the date of the transmission by email. Notices under this Agreement will be sent to the contact and addresses set forth in the signature sections of this Agreement and/or in the applicable Order. Either Party may change the address to which Notices shall be sent by giving Notice to the other Party in the manner provided in this Section 14.2.. Notices shall be written in English language.

14.3Changes in Contact Details. The Parties shall notify each other of any change in their contact details with a prior notice of at least 15 days with respect to the date of the envisaged change, which will only be effective after said notice.