ON THIS PAGE
1.1 Purpose
1.2. Term of the Agreement
1.3 Partnership Services
1.4. Fees
1.5 Termination
1.6 Liability and Indemnities
1.7 Brand Image
1.8 Governing Law and Jurisdiction
1. Galibright Partnership Agreement
Note
Version 1A – 2022-07-12
BETWEEN:
Galibright, having its registered office at Jl. Pemuda No 73 Jakarta 13220.
Indonesia, and its affiliates (collectively referred to as “Galibright”)
AND:
_____________________________________________, a partners having its registered adress at
_____________________________________________________________________________________.
(hereinafter referred to as “PARTNER”)
Galibright and PARTNER are individually referred to as a “Party” and collectively referred to as “the Parties”.
1.1. 1 Purpose
The purpose of this agreement is to set forth the conditions under which Galibright provides services to PARTNER, access to the Galibright Enterprise Edition Services, and under which PARTNER complies with the obligations set out hereafter.
Galibright hereby appoints PARTNER, and PARTNER hereby accepts the appointment, to be a professional partner and Design and implement “Galibright Enterprise Services” to customers.
PARTNER commits to doing its best effort to Design and implement Galibright Enterprise consulting to its clients.
PARTNER still has the option to sell services of the consulting.
1.2. 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 written notice of termination minimum 30 days before the end of the Term to the other party.
1.3. Partnership Services
1.3.1 Partnership levels
The Galibright partner program consists of two types of partnerships and four levels; “Learning Partners” is for partner who want everything necessary to start implementing Galibright, without visibility as an official partner until they get the required experience; “Professional Partners” is for partners who want the visibility as Official, Professional, and Executive, according to their experience with Galibright.
Partnership level granted to PARTNER depends on the annual new Galibright Enterprise Design and implement generated for Galibright (in terms of Galibright Enterprise Customer implemented), Renewals of existing contracts do not count towards the number of Customer Implemented, but PARTNER still gets a commission on these.
The table below summarizes the requirements that have to be met for each partnership level.
Learning Partner
Official Partner
Professional Partner
Executive Professional Partner
Certifications are personal, so when a certified staff member leaves or joins the company, PARTNER must notify Galibright.
PARTNER’s partnership level will be reviewed quarterly by Galibright, and adjusted to the highest level for which the requirements are met.
However, “Official Partners” may be upgraded automatically to a higher level once they reach the requirements for that higher partnership level.
1.3.2. Benefits
The details of the benefits for each level of the partnership are described in the table below:
Recognition
Visibility on Galibright.com
“Professional Partner”
“Executive Professional Partner”
Training benefits
Sales Coaching & Webinars
Access to Galibright Knowledge Base
Marketing benefits
Access to marketing material
1.4. Commision
Partner Commision
Consulting, Design, Implementation, Maintenace
30 % ( For All for partners team “Parties”)
Could be separated (Regarding to negotiation between each team member lead by executive partners)
30 % of partner benefit
40 % of partner benefit
30 % of partner benefit
Sales Commision
Commission on Galibright Enterprise
15%
1.4.3. Partner Recognition
Galibright will promote “Official Partners” on the Galibright list on Galibright.com.
Galibright grants PARTNER, on a non-exclusive basis, the right to use and reproduce the Galibright Partner logo of the corresponding partnership level, and the “Galibright” name in relation to 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.
1.4.4. Training Benefits
PARTNER has access to the Galibright knowledge base for the duration of this Agreement. The Galibright knowledge base is an online e-platform containing a set of commercial, marketing and functional documents, to help PARTNER acquire and leverage Galibright knowledge, grow its business, attract more customers, and build brand awareness.
PARTNER will have access to commercial coaching provided by their dedicated Account Manager, as appointed by Galibright.
1.4.5. Commissions on Galibright Services sold by PARTNER
For Galibright services purchased by a customer through PARTNER, and as long as PARTNER maintains a contractual relationship with the corresponding customer, PARTNER shall receive a commission according to the table of section 1.4.2 Benefits and their Partnership level at the date of the customer invoice.
Once a month, PARTNER will receive a purchase order with the commission due for the preceding month. Based on this purchase order, PARTNER shall invoice Galibright, and will be paid within 15 days upon receipt of the invoice.
1.5 Termination
In the event that either Party fails to fulfill any of its obligations arising herein, and if such a breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.
Surviving Provisions:
The sections “1.6 Liability and Indemnities”, and “9 Governing Law and Jurisdiction” will survive any termination or expiration of this Agreement.
1.5.1. Consequence of termination
On expiry or termination of this Agreement, PARTNER:
shall not use anymore the materials and the Galibright brand name, trademarks and logos or claim the existence of any partnership or relationship with Galibright ;
shall comply with its obligations during any notice period prior to such termination ;
may not use Galibright Enterprise anymore, for development, test or production purpose
1.6. Liability and Indemnities
Both Parties are bound by a best endeavours obligation hereunder.
To the maximum extent permitted by law, Galibright’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 proved, but will in no event exceed for all damage-causing event or series of connected events causing damages the total amount for the fees paid to PARTNER.
In no event will Galibright 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 under this Agreement.
PARTNER acknowledges that he has no expectations and has received no assurances that any investment made in execution of this Agreement and the Galibright Partnership Program will be recovered or recouped or that he shall obtain any anticipated amount of profits by virtue of this Agreement.
1.7. Brand Image
The “Galibright” mark (including the word mark and its visual representations and logos) is the exclusive property of Galibright.
Galibright authorizes PARTNER to use the “Galibright” mark to promote its products and services, for the duration of this agreement only, as long as:
There is no possible confusion that the service is provided by PARTNER, not Galibright;
PARTNER does not use the word “Galibright” in their company name, product name, domain name, and does not register any trademark that includes it.
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 with the provisions of this section shall be a cause for termination of this Agreement.
1.7.1. Publicity
PARTNER grants Galibright the exclusive right to use PARTNER’s name or profile in press releases, advertisements or other public announcements.
In particular, PARTNER accepts to be mentioned in the official list of Galibright Partners on Galibright.com, and that PARTNER’s photo and biography may be used for this purpose only.
1.7.2. 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.
1.8. Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of Indonesia. All disputes arising in connection with the Agreement for which no amicable settlement can be found shall be finally settled by the Courts of Indonesia in Jakarta.
Signatures
For Galibright,
For PARTNER