EPSILON AI GLOBAL
Strategic Partner Agreement
Draft
This draft is a framework rather than a priced programme. It sets the objectives, the governance and the rules that hold across the relationship, and leaves the economics of each activity to its own addendum — because a strategic partnership usually contains several different commercial models at once.
At a glance
- Commercial model
- Custom strategic structure — no single percentage applies
- Scope
- Defined by this framework and its addenda
- Possible activities
- Co-selling, technology, delivery, market access, joint offerings
- Economics
- Set per activity in its own addendum or commercial schedule
- Governance
- Named sponsors and a review cycle, sized to the relationship
- Exclusivity
- Only where specifically approved in writing
- Markets
- As agreed and named in the framework
1. What the alliance is for
- The framework names the strategic objectives both sides are pursuing — a market to develop, a sector to build in, a joint offering to take to customers, a capability to combine — and the initiatives that carry them.
- Objectives are not obligations to achieve a result. Neither side guarantees a revenue, a number of customers or a market share, and neither is in breach for a market that turned out slower than both expected.
- The relationship is non-exclusive unless an exclusivity addendum is specifically approved in writing, with a defined territory, defined scope, duration, performance obligations and termination rights.
2. How activities and their economics are agreed
- Each activity runs under the instrument that fits it: co-selling under the Growth & Co-Sell framework and its opportunity approvals, integration under a technology addendum, delivery under statements of work, resale under a channel schedule, and anything else under an addendum written for it.
- No single percentage applies to the relationship as a whole. Applying a co-selling band to a delivery project, or a delivery rate to an introduction, gets both the money and the risk wrong.
- Where addenda and this framework conflict on a specific activity, the addendum governs that activity and the framework governs the relationship.
3. Governance
- Each side names an executive sponsor and a working lead. Where the relationship warrants it, the parties hold a periodic review of initiatives, pipeline and the objectives in the framework — sized to the alliance rather than imposed on it.
- Decisions that change scope, economics or exclusivity are taken in writing by people authorised to take them, and recorded as an addendum rather than as a meeting note.
4. Brand, announcements and joint marketing
- Neither party announces the alliance, names the other in a release, uses the other's logo or cites the other's customers without written approval of the specific wording.
- Co-branded materials, joint events, case studies and joint solution pages are approved by both sides before publication, and the approval covers the version that is published rather than an earlier draft.
- 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.
5. Intellectual property, confidentiality and data
- Each side keeps what it brought. A joint offering does not transfer ownership of either party's products, methods or materials, and anything developed together is owned as agreed in writing before it is built.
- Each side keeps the other's non-public information confidential and uses it only for the alliance, subject to the usual exceptions for information already public, already known, independently developed, lawfully received or required to be disclosed by law.
- Where either party processes personal data on the other's behalf, a data-processing addendum applies.
6. Compliance, term and termination
- Both parties comply with applicable law including anti-bribery, sanctions, competition and procurement rules. Public-sector initiatives may require additional review and a separate commercial structure.
- As drafted, the framework runs for twelve months and renews unless either side gives 30 days' written notice, with immediate termination reserved for fraud, bribery, insolvency, breach of law or uncured material breach.
- Ending the framework does not end the addenda under it unless the parties say so. Live opportunities, projects, integrations and customer commitments run to their agreed end or are transitioned under a written plan.
- 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.
- Liability and indemnity allocation across several different activity types
- Competition-law review of any exclusivity, territory or joint offering
- Joint intellectual property and any joint-venture or investment structure
- Sanctions, anti-bribery and public-procurement screening per market
- Contracting entity, governing law, forum and language precedence
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: Global Strategic Partner