Unifrom Agreement 1581 1142 10 0
This document is a Solutions Partner Agreement (the “Agreement”) between Contentstack LLC and Uniform Systems, Inc. (the “Partner”). It establishes a non‑exclusive technology partnership that allows the Partner to integrate with Contentstack’s digital content management services, receive a free sandbox account for building use‑case demos, and participate in mutual referral activities via Contentstack’s Catalyst Hub. The Agreement outlines the Partner Program’s structure, the obligations of both parties—including compliance with anti‑bribery, data‑privacy (GDPR, CCPA), and other applicable laws—representations, warranties, and indemnification obligations. It defines trademark and marketing usage rights, clarifies that the parties remain independent contractors, and limits liability to $10,000 (except for certain sections). Confidentiality provisions detail the definition, protection, and permitted disclosures of confidential information, with injunctive relief for breaches. The term is twelve months with automatic renewal and either party may terminate with 30‑day notice or for cause. Disputed matters (except confidentiality and indemnity) are resolved by binding arbitration administered by JAMS in San Francisco. Notice procedures, relationship manager contacts, general contractual terms, and assignment restrictions are also specified. The agreement is signed electronically by Contentstack’s CEO Neha Sampat and Uniform Systems’ CEO Lars Birkholm Petersen on October 20, 2020.
Topics
Partnership Scope and Program Structure
Defines the non‑exclusive technology partner relationship, sandbox account provision, use‑case development, and mutual referral mechanisms via the Catalyst Hub.
Partner Enablement and Resources
Outlines Contentstack’s provision of program content, knowledge bases, and marketing support to assist the Partner’s sales, product, and professional services activities.
Legal Compliance and Anti‑Bribery Obligations
Mandates adherence to GDPR, CCPA, FCPA, UK Bribery Act, OFAC, and related anti‑bribery and data‑privacy laws, including cooperation on consent and audit matters.
Representations, Warranties, and Indemnification
Sets mutual representations of authority, limits sandbox usage to demonstration purposes, and obligates each party to indemnify the other against fraud, gross negligence, or willful misconduct.
Trademark Licensing and Marketing Restrictions
Grants a limited license to use Contentstack’s marks, subject to pre‑approval, brand guidelines, and prohibitions on unauthorized advertising or keyword bidding.
Independent Contractor Relationship
Clarifies that the Partner is an independent contractor, not an employee or agent, and has no authority to bind Contentstack.
Limitation of Liability
Caps each party’s liability at $10,000, excluding liability for breaches of confidentiality, indemnity, or certain statutory obligations.
Confidentiality Obligations and Remedies
Defines confidential information, protection standards, permitted disclosures, compelled disclosure procedures, and injunctive relief for breaches.