Teaming Terms

These Teaming Terms, together with the signed Partner Teaming Plan (“PTP”), shall set forth the parties commitments and obligations with regard to the applicable transaction set forth in the PTP.

By agreeing to a PTP, the parties have agreed as follows:

  1. The parties hereby agree to associate themselves for the purpose of preparing and submitting a proposal in respect of the Project, and in the event the Project is awarded to the Company, to arrange for the purchase of the Products (defined below) from Commvault. Commvault shall deliver such information and documentation as may be reasonably requested or required by the Company for the preparation and submission of the proposal. In no event shall these Teaming Terms extend to cover any future projects unless specifically agreed to in writing.
  2. The Company shall commence the preparation of a proposal in respect of the Project, and to request from Commvault any required information, in addition to the technical and pricing information to be provided by Commvault.
  3. The Company may enter into a contract with the Client in respect of the Project (the “Contract”). Unless specifically agreed to in writing, no terms of the Project RFQ or other terms shall flow down to Commvault. If Commvault is a party to the Contract, the terms and conditions of the Contract shall be agreed upon by both Parties prior to signature.
  4. In consideration for Commvault providing the technical and pricing information regarding Commvault’s software products and related services (collectively, the “Products”), Company agrees that it shall exclusively bid the Commvault Products in response to the applicable software portions of the Project.
  5. Company may not make any claims in its response regarding the Products that are inconsistent with the information provided by Commvault in writing.
  6. During the preparation and submission of the proposal each party shall make available to the Team such personnel and other resources as may reasonably be required to promote the success of the proposal, given each party’s experience, expertise and resources.
  7. In consideration of the mutual benefits anticipated from a successful effort, each party shall bear its own respective costs, expenses, risks and liabilities arising out of performance hereunder. The Parties shall act as independent contractors in the performance of these Teaming Terms, and neither Party shall act as agent for the other Party for any purpose under these Teaming Terms. Nothing in these Teaming Terms shall be deemed to constitute, create, give effect to, or otherwise recognize a joint venture, partnership, or formal entity of any kind, and the rights and obligations of the Parties shall be limited to those expressly set forth herein.
  8. If payment amounts or obligations are provided in a PTP, Commvault shall pay Partner within 30 days after the latest of i) receipt of an invoice from Partner, 2) payment of the purchase price of the Products by the end user/customer, or iii) Commvault’s recognition of revenue in connection with the Project. Partner shall issue a valid invoice and provide a completed Form W-9 (or equivalent form) prior to payment being made.
  9. In no event shall a party be liable to the other for any indirect, special or consequential punitive or exemplary losses, damage or expenses of any kind, including but not limited to lost profits, lost data, lost revenue, lost savings or any other commercial or economic loss of any kind. In no event shall damages exceed the amount paid by the damaged party to the other.
  10. Both parties agree to comply with all applicable federal, state, and local laws and regulations, and all applicable orders and regulations of the executive and other departments, agencies, and instrumentalities of the United States Government and any applicable foreign entities. The Parties shall comply with all applicable anti-bribery and anti-corruption legislation, including but not limited to the Foreign Corrupt Practices Act. The Parties agree to indemnify one another against any loss, cost, damage, or liability by reason of the other Party’s violation of this Section.
  11. Neither party shall assign or in any manner transfer its interests or any part thereof in this Agreement without the prior written consent of the other party.
  12. No release shall be made to the news media or to the general public relating to this agreement without the prior written approval of both Parties, which approval shall not be unreasonably withheld.
  13. These Teaming Terms shall remain in effect until any one of the following should occur:
    1. A contract in respect of the Project is awarded to a person, partnership, corporation, joint venture, or any entity or association other than the Team formed hereunder.
    2. Twelve (12) months have elapsed since the date of submission of the proposal and the Project has not been awarded to the Team.
    3. A party becomes bankrupt or insolvent or commits an act of bankruptcy; or a party makes an assignment for the general benefit of its creditors; or a party is unable, or has admitted that it is unable, to pay its debts generally as they become due; or if a party has a trustee, liquidator, receiver or interim receiver appointed in respect of its property or any part thereof.
    4. The Company enters into a contract with the Client which includes the Products, as referred to in Article 3 hereof.
    5. The Parties mutually agree in writing to terminate these Teaming Terms.
  14. It is recognized that in preparing the proposal, the Parties may disclose to each other certain confidential business or technical information, including the technical and pricing information provided by Commvault (“Confidential Information”). The recipient of such information (“Recipient”) shall use all reasonable and prudent efforts to keep the Confidential Information confidential and to protect and safeguard the Confidential Information from misuse, loss, theft, publication, destruction or the like. The Recipient shall refrain from using or attempting to use the Confidential Information in any way, except for the purposes of this proposal, without the written approval of the party disclosing such Confidential Information (the “Disclosing Party”).
    1. 14.1 Confidential Information does not include any information which the Recipient can establish:
      1. was at the time of disclosure or thereafter became part of the public domain through no act or omission of the Recipient;
      2. became available to the Recipient from a third party who did not acquire such information under an obligation of confidentiality either directly or indirectly from the Disclosing Party;
      3. was known to the Recipient at the time of its disclosure by the Disclosing Party to the Recipient or was independently developed by the Recipient without the Confidential Information disclosed by the Disclosing Party;
      4. or, is required to be disclosed by law.
    2. 14.2 This obligation of confidentiality shall survive the termination of these Teaming Terms for a period of five (5) years.
    3. 14.3 For greater certainty, information shall not be considered to have become part of the public domain or otherwise have been publicly disclosed by reason only that such information has been made available to the Client or to the other Party in a proposal, report, meeting or otherwise.
  15. These Teaming Terms shall be governed by and interpreted in accordance with the laws of the State of New Jersey. Each party hereby agrees to the exclusive jurisdiction of, and consents to service of process in, the state or federal courts in the State of New Jersey.

Modern Slavery Act Statement

© 2020 Commvault