EPSILON AI GLOBAL
Technology & Integration Partner Agreement
Draft
This draft covers a technical relationship, not a sales commission. It sets out what is being integrated, who is responsible for which side of it, what happens to each party's intellectual property and data, and how the commercial terms for a joint solution are agreed.
At a glance
- Commercial model
- Custom — agreed per integration
- May include
- Integration or technology fees, licensing, revenue share, marketplace terms
- Intellectual property
- Each party retains its own; nothing becomes jointly owned by default
- Integration scope
- Defined in a technical addendum
- Customer relationship
- Each party keeps its own; neither inherits the other's
- Exclusivity
- Non-exclusive unless separately approved in writing
- Referral commission
- Not included — approved separately under Growth & Co-Sell if it applies
1. What is being integrated
- The integration is described in a technical addendum: the products and versions on each side, the interfaces used, the data that crosses between them, the environments it runs in and what each party has to build or maintain.
- Nothing in this agreement obliges either party to build an integration, keep a particular interface, or keep a product in the market. What it does is set the rules for one when it exists.
- API access is granted for the agreed integration and within the documented limits. It is not a licence to resell access, to build a competing product from what the interface exposes, or to extract data beyond what the integration needs.
2. Who is responsible for what
- Each party is responsible for its own side of the integration: its code, its infrastructure, its availability, its security patching and its documentation. Neither party warrants the other's product.
- Support responsibilities are split at the boundary: each party supports its own customers and its own product, and escalates across to the other under the route named in the addendum. Neither party promises unlimited support, and any service level that applies is stated in the addendum rather than assumed.
- If an interface is to be deprecated or materially changed, the party changing it gives reasonable written notice and a migration path, so the other is not taken off the market by a release note.
3. Intellectual property
- Each party owns what it brought and what it builds on its own side. Epsilon's products, models, methods and materials remain Epsilon's; yours remain yours. This agreement grants only the limited rights needed to make the integration work.
- Jointly developed material is not jointly owned by default. Where the parties build something together that either wants to own, use or license beyond this integration, ownership and licensing are agreed in writing before it is built — not argued about after it ships.
- Feedback you give on an Epsilon product may be used by Epsilon without obligation, and the same applies in reverse. Neither side acquires rights in the other's roadmap.
4. Data and security
- Customer data stays the customer's. Neither party acquires ownership of the other's customer data by virtue of the integration, and neither uses it for anything the customer has not agreed to.
- Each party maintains access control, credential management, secure development practice and incident handling appropriate to what the integration touches, and notifies the other without undue delay of a security incident affecting it.
- Where either party processes personal data on the other's behalf, a data-processing addendum applies. The confidentiality clause does not substitute for it.
5. Commercial terms and joint go-to-market
- There is no standard percentage in this partnership. The commercial terms for an integration or a joint solution — fees, licensing, revenue share, marketplace economics or another approved model — are agreed per arrangement in a commercial schedule.
- If you also introduce a client opportunity to Epsilon, that is a separate relationship under the Growth & Co-Sell framework, registered and approved on its own terms. Holding this agreement does not by itself entitle you to a referral commission, and it does not prevent you from earning one.
- Joint marketing — co-branded content, events, webinars, case studies, announcements and joint solution pages — needs each party's written approval before its name, logo, customer references or quotes are used.
- You have no authority to bind Epsilon AI: not to sign on its behalf, alter a proposal, give a warranty, agree a discount, accept an obligation or hold yourself out as its employee, subsidiary or exclusive representative — unless a specific authorisation is given to you in writing.
6. Confidentiality, term and termination
- Each side keeps the other's non-public information confidential and uses it only for the partnership, subject to the usual exceptions for information already public, already known, independently developed, lawfully received or required to be disclosed by law.
- As drafted, the term runs for twelve months and renews unless either side gives 30 days' written notice. On termination, each party stops using the other's brand and confidential material, and the parties agree in writing how live customer integrations are wound down or supported to a sensible end — customers are not switched off to make a point.
- Liability between the parties is allocated in the final agreement and reflects the technical risk each side actually controls. Each party is responsible for claims arising from its own product, its own security failures and its own statements.
- The contracting Epsilon AI entity, the governing law, the competent courts or arbitral forum and the language that prevails in case of conflict are specified in the final agreement, according to the partner, the market and the contracting structure. Epsilon operates through more than one legal entity and the correct one depends on where you and the client are.
Pending legal completion
These clauses are drafted to a professional standard but are completed for the contracting entity and jurisdiction in the final agreement. They are listed rather than buried.
- Limitation of liability and indemnity allocation between two technology providers
- Jointly developed IP, and any licence surviving termination
- Data-processing addendum and cross-border transfer terms
- Service levels and remedies, where an integration carries one
- Contracting entity, governing law and forum
Signatures
A public draft carries no signature. These are the fields the final agreement is executed on.
Epsilon AI
- Contracting Epsilon AI entity
- Authorised representative
- Title
- Signature
- Date
Partner
- Partner legal name
- Authorised representative
- Title
- Signature
- Date
Governs: Analytics Partner