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Updated August 31st, 2016
RECITALS
greenlight.guru developes and markets quality management software and related services to the medical device community. Partner provides professional services to medical device companies. Partner and greenlight.guru desire to work together in order for Partner to promote greenlight.guru’s quality management software and services.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises made in this Agreement, the parties hereby agree as follows:
1. Definitions:
The following terms are defined for the purpose of this Agreement:
“Authorized Users” means those individuals or entities acting on behalf of End User, including external consultants and contract manufacturers providing quality, design, risk, regulatory, manufacturing or other related services to End User.
“Commission” means fees paid by greenlight.guru to Partner for Subscription Revenue received by Qualified Leads under this Agreement.
“End User” means a person or organization that subscribes or intends to subscribe to greenlight.guru’s eQMS for his/her/its own internal use, including Authorized Users.
“greenlight.guru’s eQMS” means greenlight.guru’s software delivered as a service over the internet through a subscription model along with FDA/ISO compliant policies and procedures (if subscribed to by End User), user material and other available content, now existing or hereafter created.
“Partnering Tier” means the election made by Partner upon entering into this Agreement depicting specific roles and responsibilities.
“Qualified Lead” shall have the meaning specifically set forth in Section 2(b).
“Subscription Revenue” means actual funds received by greenlight.guru in a respective billing period for delivery of greenlight.guru’s eQMS, excluding all funds associated with onboarding, integration, training, customization or any other professional services and/or third party products or services.
2. Promotion of greenlight.guru’s eQMS.
a. Based on Partner’s election of a Partnering Tier, Partner shall actively promote greenlight.guru’s eQMS to End Users and perform his/her/its obligations in accordance with this Agreement, including registering of each Qualified Lead.
b. In order for a lead to be considered a Qualified Lead, such lead must be an End User and consist of a unique contact record containing the company name and primary contact person’s title, phone number and email address along with a description of their products and applicable markets (US, Canada, EU, etc.). Partner shall have also used reasonable efforts to confirm such lead conducts design or manufacturing of at least one medical device in-house, has an active project underway and reasonably believes such lead has the funds to make a purchasing decision. greenlight.guru reserves the right, in its sole but reasonable discretion, to reject a lead if (i) greenlight.guru determines said lead does not meet the criteria of a Qualified Lead, (ii) greenlight.guru has reasonably documented communications with such lead within the proceeding 90 days of receiving a request to register the lead by the Partner, (iii) such lead is subject to another third party payment under a similar agreement, or (iv) for some competitive or other reason greenlight.guru does not want to conduct business with such lead.
c. In the event greenlight.guru receives a lead in accordance with this Agreement, greenlight.guru shall use reasonable efforts to inform Partner within three business days of receipt of each lead of its desire to accept such lead as a Qualified Lead or reject such lead. If a lead is rejected, greenlight.guru will provide a brief explanation and Partner shall not be entitled to payment of Commission under this Agreement. greenlight.guru retains the right to contact any Qualified Lead directly as it relates to use of greenlight.guru’s eQMS. So long as Partner performs his/her/its obligations under this Agreement, such contact by greenlight.guru will not void greenlight.guru’s payment obligations to Partner under this Agreement.
d. Commission will be paid by greenlight.guru based on Subscription Revenue within 15 days of the end of each calendar month in which Commission is earned. Commission due will be determined based on the Partner’s Partnering Tier and such payments to Partner will be accompanied with a summary breakdown of Subscription Revenue by Qualified Lead and corresponding Commission due under this Agreement. In the event payment due Partner in any given month is less than $1,000.00, such payment will be rolled forward to the following month. Notwithstanding the foregoing, Commission due Partner under this Agreement will be paid no less than quarterly.
e. In the event 120 calendar days has passed after a lead was accepted as a Qualified Lead by greenlight.guru and greenlight.guru has not received Subscription Revenue from such Qualified Lead, and in the case where Partner has an obligation to help facilitate a sale of greenlight.guru’s eQMS to a Qualified Lead and Partner is also unable to provide reasonable documentation that he/she/it has actively pursued said Qualified Lead, greenlight.guru has the right, in its sole but reasonable discretion, to exclude said Qualified Lead as qualifying for Commission under this Agreement. Notwithstanding the foregoing, greenlight.guru will work in good faith with Partner to earn Subscription Revenue from any such Qualified Lead prior to making a decision to exclude from Commissions. For purposes of this Agreement, ‘actively pursued’ means at no point will more than 30 days have lapsed between two-way documented communication between Partner and a Qualified Lead. greenlight.guru reserves the right to change its published pricing.
3. Term and Termination.
This Agreement shall continue in effect for a period of one (1) year from the Effective Date and from year to year thereafter, provided that this Agreement may be terminated after the first anniversary date (one year from Effective Date) by either party giving the other party not less than sixty (60) days prior written notice of termination of this Agreement. Notwithstanding the foregoing, either party shall have the right to terminate this Agreement if the other party fails to cure a material breach of this Agreement within thirty days (30) after receiving written notice of such breach from the other party. Commission due Partner from greenlight.guru for Subscription Revenue generated by Qualified Leads prior to the termination of this Agreement shall remain due and owing after the termination of the Agreement; however, Commission shall no longer be due and payable for any subsequent renewal periods.
4. Notice Requirements.
a. Registration of Qualified Leads
Requests to register a Qualified Lead should be emailed to partnership@greenlight.guru and must include required information further described in Section 2(b). Confirmation/rejection of Qualified Leads will be emailed by greenlight.guru.
b. Legal Notice
All notices under this Agreement shall be given either through email with confirmation of
receipt confirmed in writing with a reply from the original recipient or via certified mail, return receipt requested (unless notice is given that a different address should be used). Notice shall be effective five days after actual receipt is confirmed.
5. Representations and Indemnification.
a. Partner agrees that it will be promoting greenlight.guru’s eQMS as an independent contractor and not as an agent or representative of greenlight.guru.
b. With the exception of intentional misrepresentation or misuse of greenlight.guru’s intellectual property by Partner, each party agrees to indemnify and hold harmless the other party, including her/his/its affiliates, contractors, members, managers, directors, officers, advisors, employees and agents, from and against any and all claims, losses, costs or expense incurred as a result of this Agreement.
6. Confidentiality & Intellectual Property.
a. Each party agrees to treat the terms and conditions of this Agreement and information associated with each End User as confidential.
b. This Agreement does not transfer from greenlight.guru to Partner any greenlight.guru or third party intellectual property incorporated into greenlight.guru’s eQMS (including any work product performed by the Partner under this Agreement), and all right, title and interest in and to such property will (as between the parties) remain with or upon creation be owned solely by greenlight.guru. The greenlight.guru name, greenlight.guru’s logo, and all other trademarks, service marks, graphics and logos used in connection with greenlight.guru or greenlight.guru’s eQMS are trademarks of greenlight.guru or greenlight.guru’s licensors.
c. If granted access under this Agreement, Partner agrees to only access and use greenlight.guru’s eQMS for the furtherance of this Agreement and is bound by the Terms of Service, available at http://www.greenlight.guru/terms. In the event Partner has been granted access to greenlight.guru’s eQMS, he/she/it further agrees not to disclose trade secrets of greenlight.guru nor provide unauthorized access to greenlight.guru’s eQMS.
7. Changes.
greenlight.guru reserves the right, in its sole discretion, to add, modify, or delete
portions and/or functionality of the Software, so long as such changes do not adversely affect, in the aggregate, Customer’s ability to use the Software Service. Customer shall cooperate with greenlight.guru in respect of implementing or adopting any updates to the Software Service which are recommended by greenlight.guru to comply with applicable regulations or guidelines relevant to the quality or regulatory processes managed by the Software Services. greenlight.guru reserves the right, at its sole discretion, to modify or replace any part of these Terms relating to Software Services (but not, for the avoidance of doubt, the specific terms of a Proposal or any Addendum). The revised Terms will be effective immediately upon being made available on the Website. Customer’s use of the Software Service after modifications to these Terms become effective constitutes binding acceptance of such changes by the Customer. It is Customer’s responsibility to check these Terms periodically for changes.
8. General Provisions.
a. The validity and performance of this Agreement shall be governed by Indiana law without reference to choice of law principles, and applicable federal law. Except for injunctions or other equitable relief, any disputes arising out of this Agreement or related to greenlight.guru’s eQMS shall be exclusively submitted in Indianapolis, Indiana to binding arbitration before a single arbitrator through the American Arbitration Association. The parties agree that any suit arising out of this Agreement or related to greenlight.guru’s eQMS shall be exclusively brought in the United States District Court for the District of Indiana or the Superior or Justice courts in Marion County, Indiana. The parties irrevocably submit to and accept the jurisdiction and venue of these courts.
b. Other than as expressly provided for by greenlight.guru under this Agreement, Partner shall not use greenlight.guru’s name, trade names, logos, trademarks, service marks or employees’ names in any of its social media, advertising, sales promotions, press releases or other medium without greenlight.guru’s prior written consent.
c. The waiver or failure of a party to exercise any of its rights under this Agreement shall not be deemed a waiver of any future right in regard to the same matter or any other matter.
d. If any provision of this Agreement is found to be invalid, illegal or unenforceable under any applicable statute or law such provision may be reformed or restated upon agreement of the parties or by an arbitration or court of competent jurisdiction so as to reflect the parties’ original
intent. The remaining provisions of the Agreement shall not be affected in any way except as necessary to comply with the reformed provision.
e. Each party acknowledges that it has read and understands this Agreement and shall be bound by its terms. The parties further agree that this Agreement contains the entire understanding and agreement of the parties with respect to the matters contained herein and supersedes all prior proposals and understandings between the parties. There are no promises, covenants or undertakings contained in any other written or oral communication.
f. Partner may not assign Partner’s rights under this Agreement to any party. This Agreement, and its rights under this Agreement, may be assigned by greenlight.guru without condition. This Agreement shall only be modified or altered by a written instrument duly executed by both parties
g. Terms of this Agreement which by their nature shall survive termination, including, without limitation, confidentiality, intellectual property and ownership provisions, indemnity and limitations of liability.
