PARTNERSHIP AGREEMENT
EXHIBIT 10.3
Partnership Agreement (the “Agreement”) dated as of June 20, 2014, between SofTech, Inc., a Massachusetts corporation with offices at 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000 (“SofTech”) and Xxxxx Research, Inc., a Ohio corporation with offices at 000 Xxxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000 (“Essig”).
RECITALS
WHEREAS, SofTech and Essig believe there is significant market opportunity in cross-marketing their products, services and other capabilities to their respective customers; and
WHEREAS, SofTech and Xxxxx believe that sharing office space will facilitate cooperation between the teams.
The parties agree as follows:
1.
Marketing and Delivery Activities and Responsibilities. SofTech and Xxxxx agree to work together to market and deliver Xxxxx service offerings to the SofTech customer base which shall include, at a minimum:
a)
developing content on the SofTech web page detailing the Xxxxx service offerings;
b)
e-mail blasts to the SofTech mailing list detailing those service offerings;
c)
webinars and go-to-meetings where appropriate; and
d)
customer visits and other activities to be agreed upon between the parties.
The objective is to leverage SofTech’s goodwill and exceptional service reputation with its customers to offer an expanded menu of service offerings from Xxxxx that SofTech’s customers might find valuable.
Generally, the parties anticipate that SofTech shall be primarily responsible for project management, billing and collection and Xxxxx shall be primarily responsible for performance on these types of projects. Revenue generated from these co-marketing efforts in which Xxxxx services are marketed and delivered to SofTech’s customers (“Partnering Revenue”) shall be shared between the parties as follows: SofTech – 20%, Xxxxx – 80% (“Revenue Split”). However, the parties also acknowledge that the primary responsibilities may shift depending on the type of tasks, the availability of personnel and a multitude of other reasons that are difficult to enumerate at this point. Therefore the Revenue Split may be modified on a case by case basis due to type of work and related responsibilities. Both parties must agree to any change in Revenue Split in writing.
Partnering Revenue shall specifically not include the revenue each of the parties derive currently from their existing technology and service offerings.
Each party shall be responsible for its own expenses in pursuing these mutually identified opportunities. In the event whereby this marketing effort results in an opportunity, the parties anticipate that SofTech shall subcontract the performance to Xxxxx. Specific contractual terms regarding performance, indemnification, insurance, responsibilities, project plan and other critical contract terms shall be dictated by the opportunity, agreed upon at that time and documented in the specific project contracts.
1)
Term. This Agreement shall expire if not renewed by mutual agreement on April 1, 2017.
2)
Xxxxx Use of SofTech’s Massachusetts Facility. SofTech will provide office space at its headquarters (or comparable facility) located at 000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000 for up to fifteen (15) Essig employees or contractors through April 1, 2017 at no charge.
SOFTECH, INC. |
| XXXXX RESEARCH, INC. | ||
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By: | /s/ Xxxxxx Xxxxxxxx |
| By: | /s/ Xxxxxx X Xxxx |
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Its: | CEO |
| Its: | CEO |
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Date: | June 20, 2014 |
| Date: | June 20, 2014 |
