Contract Review
The contract provided has several drawbacks. Firstly, the list of glossary concepts is incomplete. For instance, there are many concepts in the contract which are not defined. Thus, it is not clear what meaning they have and how they relate to the general provisions of the contract. To provide an example, “software” is defined as “any of the products defined in RQS (Requirements Quality Suite)”.
In my opinion, RQS should have a separate definition. “Partners program” is referred to several times, but there is no definition of the Partners Program. The concept of the “End-User” is not defined either. The meaning of the “Authorized Product” is not clear either. This terms should be also defined in the glossary section. The contract applies terms where they can be avoided. This makes the contract difficult to understand. For example, the Grant section has such term as “Territory”. There is no reason to introduce this term if it means only one country, Spain. In addition to Partner rights and Partner obligations sections, the contract should also have two others sections, such as ABC rights and ABC obligations. There some paragraphs in the Partner rights section which would be more appropriate in the ABC obligations section.
This concern the first paragraph, which states: “ABC shall grant to the Partner a Product license use to be used for selling the Authorized Products to the End Users, and provide them the agreed services around RQS.”There are also some unclear points in the contract. For instance, there is a paragraph in the pricing policy section, which states: “In case of an agreed discount to the End-User, (1) the margin for the Partner will be calculated based on the discounted amount; (2) it may imply a reduction in the Partner margin
It is not clear by what amount the reduction to the End-User will reduce the Partner margin. In my opinion, there should be a section of the contract called Financial matters. It should clearly state terms and conditions under which the Partner pays to the ABC, as well as margin calculation for the Partner. The contract should also have an attachment, which contains the Partners Program …
