Partnership agreement

1. PARTIES

2. BACKGROUND AND PURPOSE

3. RELATIONSHIP UNDER THE AGREEMENT

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

 

1. PARTIES
This partnership agreement ("Agreement") is made and entered into by:

(i) Loopfront AS, org. no. 921 471 456 ("Loopfront"); 

and

(ii)The person or legal entity identified as "Partner" or "the

 

Company" in the order form or offer from Loopfront regarding a partnership collaboration with Loopfront (hereinafter referred to as "the Company").

Hereinafter collectively referred to as "the Parties" and individually as a "Party."

2. BACKGROUND AND PURPOSE
Loopfront has developed an interactive, digital platform for the overview and reuse of building materials, interiors , and inventory, as well as the secure exchange of such materials and objects, available as a web application on the internet ("the Platform"). The Platform serves as a tool for collaboration, mapping, documentation, reporting, and transactions. It also offers reports on emission reductions, climate impact, and cost savings for the customer.

The Parties aim to strengthen each other's market positions externally and leverage each other's services by collaborating on common business opportunities. The purpose of this Agreement is to regulate the collaboration between the Parties and how the Company can and should market and promote Loopfront and increase sales of Loopfront's Platform in the form of subscription services or individual access in projects.

3. RELATIONSHIP UNDER THE AGREEMENT
The rights and obligations of the Parties concerning the Company's promotion and marketing of Loopfront and Loopfront's services are governed by this Agreement.

The Company may simultaneously be or become an independent customer of Loopfront. Upon establishing a customer relationship directly between Loopfront and the Company regarding the Company's use of and access to the Platform for its own purposes, the Parties shall enter into a separate delivery agreement in line with Loopfront's prevailing standard terms and conditions ("SaaS Agreement").

Nothing in this Agreement is intended to establish a separate legal entity, such as a partnership or joint venture, that would impose one Party's liability for the other Party's actions or inactions or authorize any Party to act with binding effect for the other Party.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1 Promotion of the Platform
The Company shall actively promote Loopfront and Loopfront's services and Platform. This can be achieved by, among other means:

(i) Independently promoting Loopfront and the Platform to its customers and other third parties who are not yet customers of Loopfront.
(ii) Incorporating the use of the Platform by offering and delivering the Company's services to its existing and new customers, including offering the Company's assistance with onboarding and use of the Platform through the customer's subscription/project access to the Platform.

 

The Company shall preferably, if possible, promote the purchase of subscriptions to the Platform over individual access for projects.

When promoting Loopfront and the Platform, the Company shall ensure that its customer/third party is made aware that Loopfront is the owner and supplier of the Platform. The Company shall not imply that it has any rights to the Platform or to exploit Loopfront's Intellectual Property beyond what is outlined in this Agreement.

In promoting Loopfront and the Platform, the Company shall ensure that its customer/third party enters into a separate SaaS Agreement with Loopfront regarding Loopfront's delivery of the Platform directly to the customer/third party. The Company shall facilitate and facilitate contact between Loopfront and the customer/third party for this purpose.

In the Company's work promoting Loopfront, the Company cannot and shall not enter into agreements on behalf of Loopfront or in any other way bind Loopfront legally to agreements.

4.2 Use of the Platform and Limited Subscription
The Company may assist and guide its customers in using the Platform, as well as assist Loopfront with onboarding its customers to the Platform.

If the Company has established its own subscription to the Platform through a separate SaaS Agreement with Loopfront, the Company's subscription shall be used exclusively for the Company's internal purposes and projects and otherwise in accordance with the terms of the SaaS Agreement. The Company's subscription shall not be used for the purpose of serving its customers or other third parties. Breach of this provision entitles Loopfront to terminate the Agreement and the SaaS Agreement with the Company with immediate effect and to deny the Company access to the Platform.

However, the Company is granted access, in accordance with this Agreement and for the purpose of fulfilling its obligations under the Agreement, to use its existing subscription to the Platform to promote and demonstrate the Platform to new customers.

If the Company has not established its own subscription to the Platform by entering into a separate SaaS Agreement with Loopfront, the Company, under this Agreement, may obtain a limited subscription to the Platform as long as the Agreement is in force for a pre-agreed monthly fee to Loopfront ("Limited Subscription"). If the Company wishes to subscribe to a Limited Subscription, it shall notify Loopfront in writing, and Loopfront shall thereafter promptly provide its standard terms and conditions to the Company and set up a user account with limited access to the Platform.

The Company can only subscribe to and use a Limited Subscription to promote and demonstrate the Platform to its own customers and potential new customers of Loopfront, as well as for training and educating the Company's employees in the use of the Platform. When subscribing to a Limited Subscription, some of the services and accesses in the Platform may be limited. When using a Limited Subscription, Loopfront's standard terms and conditions apply to the extent they are applicable.

The Company shall not in any way 
(i) use the Platform or services derived from the Platform for any purpose other than fulfilling its obligations under this Agreement.
(ii) The Company shall not sell, license, or otherwise transfer or make available rights to the Platform to a third party without prior consent from Loopfront.

4.3 compensation
The Company shall not receive compensation for promoting Loopfront and the Platform unless specifically agreed upon in writing between the Parties.

4.4 Discounts to End Customers
In connection with the Company's promotion of the Platform as per section 4.1, the Company may choose to offer its customer a discount on a subscription or project access to the Platform. In this regard, the Company shall inform the customer of the terms of the discount.

Loopfront shall inform the Company of the discounts the Company can offer under this Agreement and the terms ("Predefined Discounts"). Predefined Discounts on subscriptions are time-limited. Predefined Discounts and payment terms shall be separately agreed upon in an order form between the Company and Loopfront. Loopfront has the right to make changes to the Predefined Discounts as long as the Agreement is in force. Changes in Predefined Discounts shall be communicated in writing.

The Company cannot offer its customer any discounts other than the currently applicable Predefined Discounts. Under no circumstances shall the Company approach Loopfront's existing customers offering a discount on subscription/project access to the Platform.

If the Company goes beyond the Predefined Discounts and breaches the obligations in this section 4.4, the Company shall be responsible for any claims and losses incurred by Loopfront, including payment of any difference between the promised discount to the customer and the Predefined Discount.

4.5 Notifications and acceptance of new customers
The Company shall notify Loopfront in writing of all customers and third parties wishing to enter into a SaaS Agreement with Loopfront as a result of and in connection with the Company's promotion of Loopfront. Where practical, the Company shall also notify Loopfront of the customers and third parties the Company intends to approach, including the tenders and announcements the Company wishes to respond to/submit proposals for if the Company's offer includes the use of the Platform.

The notification shall include information about the discount the Company wishes to offer or has offered to the customer.

Loopfront shall pre-approve all new customers. Loopfront is free to reject any customers the Company has approached without such prior approval from Loopfront.

4.6 Other
The Company shall comply with the terms and conditions of the SaaS Agreement and Loopfront's standard terms and conditions when using the Platform.

The Parties shall comply with the General Data Protection Regulation (EU) 2016/679 ("GDPR") when processing personal data in connection with the collaboration and implementation of the Parties' rights and obligations under this Agreement and shall assist each other with any necessary actions in accordance with the GDPR.

5. INTELLECTUAL PROPERTY RIGHTS
"Intellectual Property Rights" refers to all drawings, sketches, documents, and other documentation, regardless of storage medium, patents, production processes, discoveries, inventions, copyright, and related rights, trademarks, service marks, designs, trade names, domains, rights in goodwill, processes and techniques, software, source code, object code, tools, database rights, topography rights, moral rights, rights to confidential information (including know-how and trade secrets), equipment, products, prototypes, models, results, and other registerable or non-registerable intellectual property rights or proprietary rights in any country or jurisdiction worldwide, regardless of the form or medium in which the aforementioned are generated through and regardless of whether they exist at the time of signing this Agreement or arise or are recognized thereafter.

The Company acknowledges and hereby accepts that all Intellectual Property Rights related to the Platform and Loopfront's technology, without exception, are the exclusive property of Loopfront. All Intellectual Property Rights are hereby reserved by Loopfront, and the Company acknowledges that no ownership rights to Intellectual Property Rights or other material owned by Loopfront are transferred under this Agreement.

The Company shall not at any time cause any action that directly or indirectly diminishes Loopfront's rights, ownership, or interest in any Intellectual Property Rights owned by or entitled to Loopfront.

The Company shall not register or cause to be registered, in any part of the world, patents, trademarks, marks, copyrights, or designs that resemble or imitate such Intellectual Property Rights as described in this Agreement.

All rights to and in any development, improvement, modification, or expansion of the Platform and Loopfront's technology associated with, delivered, or developed by Loopfront alone or with contributions from the Company and/or its customers shall exclusively belong to Loopfront.

6. LOYALTY, CONFIDENTIALITY, AND COMPETITION
The Parties shall act loyally and honestly towards each other and to a reasonable extent safeguard the interests of the other Party vis-à-vis third parties. The Parties shall act in accordance with the provisions of the Agreement and take all necessary steps to ensure that the Agreement is complied with and executed in line with its purpose.

The Parties agree that the conclusion and the content of this Agreement, as well as all other information exchanged between the Parties or acquired by the Parties in connection with the Agreement, are confidential information and shall not be disclosed to third parties. The Parties shall take necessary precautions to prevent third parties from accessing confidential information.

The Company shall not use information acquired through this Agreement, including information about Loopfront, Loopfront's Intellectual Property Rights, or the Platform, in collaboration with any business that competes with Loopfront.

The duty of confidentiality also applies after the termination of the Agreement.

As long as the Agreement is in force, the Company shall not, with the intention of getting them to resign from their position or terminate their engagement with Loopfront, contact employees of Loopfront. Nor shall the Company, as long as the Agreement is in force, contact Loopfront's customers or suppliers with the intention of getting them to change or terminate their relationship with Loopfront.

7. DURATION AND TERMINATION
This Agreement enters into force upon signing and remains valid until terminated. Each Party may terminate this Agreement with six months' written notice to the other Party.

Each Party may terminate this Agreement with immediate effect if the other Party:

(i)Materially breaches its obligations under the Agreement;
(ii) Repeatedly acts in violation of the Agreement; or
(iii) Is subject to a bankruptcy ruling, becomes insolvent, is subject to debt negotiations, or voluntarily or involuntarily liquidates the company.

Upon termination of the Agreement, a Limited Subscription shall automatically cease, and the Parties shall otherwise cooperate in every possible way to ensure the best possible conclusion of the cooperation in the interest of both Parties.

Termination of the Agreement shall not affect other agreements entered into by the Parties, including any SaaS Agreement between Loopfront and the Company or between Loopfront and the Company's customers.

8. BREACH
In addition to the right to terminate the Agreement due to repeated or material breach or violation of section 4.2, a Party has the right to demand that the breaching Party rectifies the breach as soon as possible.

The Parties may also claim compensation for their loss resulting from the breach; however, neither Party shall be liable to the other Party for indirect loss or consequential damages, including but not limited to lost profits, lost work time, or lost revenue due to a breach of this Agreement, unless otherwise expressly stated in the Agreement (e.g., Agreement sections 4.4 and 6).

9. MISCELLANEOUS

9.1 Non-Exclusivity
The Parties agree that the Company is not granted any exclusive rights to use or convey Loopfront's services and the Platform. The Parties are free to enter into similar partnerships or collaborations as described in this Agreement with third parties.

9.2 Assignment
The Parties shall not transfer all or part of their rights and obligations under this Agreement without the prior written consent of the other Party.

9.3 Costs
Each Party shall bear its own costs and expenses in connection with fulfilling its obligations under the Agreement.

10. CHOICE OF LAW AND JURISDICTION
The Agreement is governed by Norwegian law.

The Parties shall seek to amicably resolve any dispute related to this Agreement. If the Parties do not resolve such a dispute, the dispute shall be resolved by the ordinary courts with the Trøndelag District Court as the agreed jurisdiction.