1. Alliance relationship

1.1 Overview.  KDI’s Alliance Program consists of various types of business relationships designed to support and facilitate the provision of KDI Offerings with defined requirements, benefits and terms (“Partner Types”). "KDI Offerings" means the KDI offering(s) listed in Appendix 1, which may include Software, Consulting Services, a SaaS Service or any other offering made available by KDI. 

 “Additional Terms” are documents referencing these Terms, including appendices and addenda to these Terms, and may provide different and additional terms that apply to the Partner Type.  These Terms, its appendices and addenda (i.e. the Partner Type Additional Terms) form the “Agreement” between the Parties. The Additional Terms will govern in the event of a conflict between these Alliance Terms and Conditions and the Additional Terms. 

1.2 Collaboration. The Parties will work together in good faith on a non-exclusive basis, by leveraging their combined expertise and resources, to identify and pursue relevant opportunities related to the license of or subscription to KDI Offerings to prospective customers (“Opportunities”) in the geographical area defined in Appendix 1 (“Territory”).  Opportunities may result in compensation or other financial benefit for the Parties. KDI may reject an Opportunity for any reason in its sole discretion.    

1.3 Working Group. The Parties will assign no less than one individual with an understanding of the Parties’ collaborative intent, respective products and market strengths and best strategies to pursue Opportunities (“Working Group”).  Activities under this Agreement will be supervised by this Working Group in no less than quarterly meetings, and otherwise as agreed between the Parties. Topics for the Working Group include: 

1. Opportunities, and contract negotiations with customer(s);
2. Ongoing customer engagements;
3. Marketing and potential joint marketing activities, including participating in fairs and exhibitions; and
4. Other topics relevant to the Agreement, such as product training and product updates. 

Through the Working Group, the Parties will, if relevant, agree on a proposed contractual model for each Opportunity, suitable to address the prospective customer’s requirements and expectations.

1.4 Fees and Compensation. 

1.4.1 Fees for product and services offerings.  Each Party will determine the fees for its own products and offerings in its sole discretion.  Neither Party will share the other’s product and offering fees or fee computation models with any third party, including any public advertising, posting to any publicly accessible website, or making the pricing available via any other publicly available resource.  The Parties agree that pricing will remain competitive in the Territory. 

1.4.2 Compensation for Partner Activities.  The associated terms for payment and the compensation between the Parties, if any, are set forth in Appendix 1.  For clarity and except as may otherwise be provided in applicable Additional Terms, it is Alliance Partner’s sole responsibility to pay all taxes related to payments received from KDI or on money or income otherwise received by Alliance Partner by virtue of its participation in and activities in furtherance of KDI’s Alliance Program.  In the event KDI overpays Alliance Partner, KDI may deduct such amounts from future payments to Alliance Partner.   

In the event Alliance Partner is entitled to compensation from KDI relative to an Opportunity, Alliance Partner will, upon request by KDI, provide complete and accurate information concerning its Affiliates with whom Alliance Partner conducts KDI business.  Alliance Partner is not entitled to any compensation in connection with a customer that is an Alliance Partner Affiliate.  Any compensation from KDI to Alliance Partner is intended for the named Alliance Partner company, not Alliance Partner employees. 

Alliance Partner may take multiple Partner Type roles upon mutual agreement and as set forth in Appendix 1 and subject to applicable Additional Terms. When the Parties agree that Alliance Partner is serving as multiple Partner Types, the Parties will determine the Partner Type for each Opportunity on a case-by-case basis through the Working Group. For the avoidance of doubt, Alliance Partner may only serve as one Partner Type and be entitled only to the applicable compensation agreed upon for such Partner Type for any given Opportunity. Under no circumstances shall Alliance Partner receive compensation more than once for the same Opportunity. 

1.4.3 Taxes.  Neither Party is liable for any taxes the other is legally obligated to pay, including but not limited to net income or gross receipts taxes, franchise taxes, and property taxes, which relate to any transactions contemplated under this Agreement.  Each Party will pay to the other any sales, use or value added taxes it owes due to entering the Agreement and which the law requires be collected from it by the other Party.  Neither Party will collect taxes covered by a valid exemption certificate provided by the other.  Each Party agrees to indemnify, defend and hold the other Party harmless from any taxes claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities related to the indemnifying Party’s tax obligations.  If the law requires that taxes be withheld from any payments from one Party to the other, such amounts will be withheld and paid to the appropriate taxing authority.  The Party that withholds such taxes will secure and deliver to the other Party an official receipt for those withholdings and other documents reasonably requested by the other Party in order to claim a foreign tax credit or refund.  The Parties will use reasonable efforts to minimize any taxes withheld to the extent allowed by law. 

2. Relationship between the parties

2.1 Independence. This Agreement does NOT (a) grant either Party the right to make commitments for or on behalf of the other Party or (b) imply the formation of a partnership, corporation, joint venture, or any other type of formal organization between the Parties.  Alliance Partner may not use KDI technology, know-how or other intellectual property it gained by virtue of its activities under this Agreement to develop or offer a product designed to substitute a KDI product offering.  Neither Party has the right, power, or authority to make governmental filings, accept summons or participate in any legal proceedings for or on behalf of the Other Party. 

2.2 No work guarantee. The Parties acknowledge and agree that: 

1. neither Party warrants or represents that an Opportunity will result in an agreement for KDI Offerings, and the Parties do not rely on any anticipated or expected level of work or income from this Agreement; and 
2. by entering this Agreement, the Parties are under no obligation to secure any minimum amount of work for the other Party. 

2.3 Non-Exclusivity. The relationship between the Parties is non-exclusive.

3. Parties' obligations

Each Party shall:

1. dedicate the time, personnel, and resources reasonably necessary to fulfill its obligations under this Agreement and to support the mutual goals and purposes contemplated herein;
2. bear sole responsibility for all costs and expenses incurred in connection with the performance of its obligations under this Agreement; and
3. maintain adequate insurance coverage, make all necessary filings, and take such other actions as may be reasonably required to ensure its continued ability to perform its obligations hereunder in compliance with applicable law 

4. Mutual representations and warranties

Each Party represents and warrants that it

1. has the power to enter into, perform, and deliver its obligations under this Agreement and
2. will comply with all applicable laws in connection with its obligations under this Agreement.

Alliance Partner further represents and warrants it is duly incorporated or otherwise lawfully organized to do business in the Territory listed in Appendix 1 (Scope) and, where global, the locations where it will perform under this Agreement.

1. 5 Intellectual property rights 

5.1 License to and Use of Materials.   During the performance of the Agreement, either Party may provide the other Party with software, software as a service, software code, any other intellectual property, information or other materials (the Parties’ respective “Materials”).  Because such Materials may contain Confidential Information, the Parties will mutually agree on the standard set of Materials to be shared externally (the Parties’ respective “Agreed Materials”) on a case-by-case basis.  Agreed Materials may be Opportunity specific or general, as specified by the Party who owns or initially provided the Materials.  The Party providing any part of the Agreed Materials may modify or recall the Agreed Materials at any time.    

For the Term of this Agreement and solely in connection with the performance of the Agreement, the Party providing its Materials grants to the other a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free, revocable license to reproduce and distribute its Agreed Materials externally as required for an Opportunity.  

During the Term of the Agreement, each Party may use the other Party’s trademarks, trade names, trade dress, logos and/or brand names (“Marks”) to promote the partnership and as otherwise reasonably required to perform under the Agreement. Any use of Marks shall be in compliance with the Mark owner’s branding/usage guidelines, including not removing any copyright, trademark, patent or similar notices. 

5.2 No Transfer of Intellectual Property. Each Party owns and retains all right, title, interest or license in or to its Materials, intellectual property and other proprietary rights, including those in any patents, trademarks, know-how.   Nothing in this Agreement shall be construed as transferring any intellectual property rights from one Party to the other.  Each Party shall retain ownership in and to any intellectual property created in the performance of this Agreement to the extent such intellectual property is based upon the respective Party’s preexisting intellectual property.  Neither Party may use the other’s intellectual property to create new or to modify or otherwise create derivative works.      

5.3 Assistance to Defend. Each Party shall notify the other of any infringement of, or legal action against the other Party’s intellectual property rights that comes to its notice. Each Party shall, to the best of its ability and in accordance with directions given by the other Party, assist the Party who is defending its intellectual property rights. 

6. Term and termination

6.1 Term of Agreement.  The Agreement shall continue from the Effective Date for a period of one (1) year. At the end of each one (1) year period, the Agreement will continue unless terminated by the other Party.   

6.2 Termination.  Either Party may terminate the Agreement (a) by giving thirty (30) days written notice or (b) immediately if the other Party breaches the Agreement. 

6.3 Effect of Termination.  Upon termination of the Agreement,  

• Alliance Partner’s participation in KDI’s Alliance Program will end and Alliance Partner will immediately pay any sums due and payable to KDI;
• All licenses granted by KDI or Alliance Partner under this Agreement will be terminated and each Party will cease using the other’s Materials;
• Each Party will immediately stop identifying or holding itself out as a partner of the other; and
• Where there are ongoing Opportunities, the Parties will work together to facilitate a transition for the prospective Customer, including continuation of operational support for the Customer.

Except as otherwise provided in the Agreement, all provisions of the Agreement which by their nature should reasonably survive will survive termination, including specifically Sections 5.2 (No Transfer of Intellectual Property), 5.3 (Assistance to Defend), 7 (Indemnification, Limitation of Liability and Warranty Exclusion) and 8 (Confidentiality).  Termination of the Agreement shall be without prejudice to any other agreements entered into by the Parties.    

7. Indemnification, limitation of liability and warranty exclusion 

7.1 INDEMNIFICATION.  Alliance Partner will indemnify KDI against damages and losses suffered or incurred by KDI as a direct result of a third-party claim against KDI arising from or relating to (a) Alliance Partner Materials or (b) Alliance Partner's breach of this Agreement.  KDI will indemnify Alliance Partner against damages and losses suffered or incurred by Alliance Partner as a result of a third-party claim against Alliance Partner for infringement of a third party’s intellectual property rights relating to Alliance Partner’s use of a KDI Offering.  The foregoing indemnification obligation only applies to the extent the Party seeking indemnification (“Indemnitee”) (a) promptly notifies the Party from whom indemnification is sought (“Indemnifier”) of the claim with sufficient time to allow the Indemnifier to control the litigation or settlement of the claim, (b) Indemnitee cooperates with Indemnifier’s investigation, defense and settlement of the claim and (c) the damages are finally adjudicated to be the legal responsibility of the Indemnifier or agreed in a settlement by Indemnifier.    

7.2 Limitation of Liability.  To the extent permitted by law, and subject to any such statement to the contrary in the Agreement, neither Party shall be liable to the other Party for any indirect or consequential damages of whatsoever nature arising out of any breach of this Agreement. except for violations of the other party’s confidential information, The aggregate liability of each Party arising out of or in connection with this Agreement for all liabilities, claims, rights and/or remedies shall not exceed NOK 1.000.000.  the exclusion from liability above does not limit a party’s liability with respect Sections 7.1 (indemnification), 8 (Confidentiality) and 11 (ethical business conduct).

7.3 WARRANTY Exclusion.  Except as expressly stated in the Agreement, there are no warranties, express or implied, by operation of law or otherwise, of KDI Offerings or services furnished hereunder or in connection herewith, including without limitation any warranties of merchantability or fitness for a particular purpose. 

8. Confidentiality

"Confidential Information" means non-public proprietary information, know-how or trade secrets of the disclosing Party ("Discloser") obtained by the receiving Party or any of its Affiliates, employees, contractors, agents or advisors ("Recipient") in connection with this Agreement, which: (i) is conspicuously marked, or (ii) is information which by its nature should reasonably be considered confidential. For the avoidance of doubt, Confidential Information includes software source code.     

Recipient will use no less than reasonable care to avoid disclosure of Confidential Information to any third party, except for its employees, Affiliates and contractors who have a need to know such information in connection with the Agreement.  Either Party may however use or disclose Confidential Information to a third party, to the extent included in the Agreed Materials.  In such cases the Party sharing the Confidential Information shall ensure that the third party signs a written confidentiality agreement on terms at least as stringent as herein. 

Recipient will destroy or return all Confidential Information upon the termination of the Agreement.  Notwithstanding the foregoing, Recipient may retain one (1) copy of  Confidential Information for legal and archival purposes only.  In addition, Recipient is not required to delete Confidential Information on Recipient’s back-up storage media, which shall be destroyed in accordance with Recipient’s document retention policy.  

Recipient is liable for any breach of this obligation by its employees, Affiliates and contractors.  Without prejudice to any other rights or remedies available to either Party, whether at law or in equity, each Party acknowledges and agrees that damages alone may not be an adequate remedy for a breach of the Confidentiality obligations in this Agreement and that each Party shall be entitled to seek injunctive relief in the event of any actual, threatened or anticipated breach by the other Party of this Confidentiality clause.   

Recipient's non-disclosure obligations do not apply to information which is (a) known by Recipient without confidentiality obligations, (b) public knowledge through no fault of Recipient, (c) independently developed by Recipient without use of or reference to Confidential Information, or (d) revealed by court order or as required by applicable law, provided that Recipient uses reasonable efforts to promptly notify Discloser of the requirement so that Discloser can seek protection against disclosure.  Recipient's confidentiality obligations continue for five (5) years from the date of initial disclosure. 

9. 9.   Force majeure 

Neither Party will be liable to the other Party for failure or delay in performance caused by a Force Majeure Event.  A “Force Majeure Event” means any failure or delay in performance caused by factors beyond a Party’s reasonable control, including but not limited to restrictions of applicable law, epidemics, pandemics, labor disputes, armed conflict or extensive military mobilization, terrorist activity, acts of God, third-party mechanical or other equipment breakdowns, fire, explosions, fiber optic cable cuts, interruption or failure of telecommunications lines or digital transmission links, cyberattacks, or the unavailability of global Internet infrastructure. 

10. Assignment

Alliance Party may not assign any part of their rights and obligations under the Agreement without the prior written consent of KDI, which will not be unreasonably withheld.  KDI may change the KDI entity participating in the Agreement by notice to Alliance Partner.  KDI or its Affiliate may assign the Agreement to a successor entity in the event of an acquisition, merger or internal restructuring.

11. 11.   Ethical business conduct

11.1 Ethical Conduct.  Alliance Partner will comply with its own Code of Ethics, which will not be less stringent than Kongsberg’s Code of Ethics and Business Conduct (https://www.kongsberg.com/globalassets/corporate/code-of-ethics/2022-07-05_codeofethics-gb-final.pdf). Alliance Partner undertakes to (a) conduct business in compliance with all applicable laws and in a manner that reflects KDI and its Offerings favorably, (b) not engage in deceptive, misleading or unethical practices, (c) make no false or misleading representations with regard to KDI, its Affiliates or the KDI Offerings, and (d) make no warranties or representations about the KDI Offerings other than as set out herein. 

11.2 Anti-Corruption Compliance.  Alliance Partner warrants that it will comply with all applicable anti-corruption laws, which may include laws enacted pursuant to the United Nations Convention against Corruption (being the subject of General Resolution 58/4 of 31 October 2003 of the General Assembly of the United Nations), the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions adopted on 21 November 1997, or any comparable instrument in the Territory, in Norway, in the United Kingdom, in the United States of America or in the jurisdiction of incorporation the Parties and the Norwegian Penal Code, the United State Foreign Corrupt Practices Act 1977 (15 U.S.C. § 78dd-1, et. seq (“FCPA”), the UK Bribery Act 2010, the UK Proceeds of Crime Act 2002, the UK Modern Slavery Act 2015, any other applicable Laws of that type and any anti-bribery and corruption laws relevant to the performance of the Agreement. 

Alliance Partner further warrants that it will not, either directly or through any other person, offer, give, promise to give or authorize the giving of money, loans, employment, favors, gifts, or anything of value to anyone for the purpose of obtaining or retaining business or securing any improper advantage in any KDI engagement.  Neither Alliance Partner nor any of its owners, officers or directors, nor any individual who will be involved in the KDI engagement on Alliance Partner’s behalf, holds, or has held in the last three years, a position served as a “Government Official”, where “Government Official” means any person who would constitute either: 

1. a "foreign public official" as defined in the UK Bribery Act 2010; or
2. a "foreign official" as defined in the FCPA; including, but not limited to:
3. an individual who holds a legislative, administrative or judicial position, including a government minister, elected representative of a national or regional assembly, official of a political party, civil servant, magistrate or judge;
4. an employee, officer, agent or other person acting in an official capacity for a government, government department, government or public agency, public enterprise, or commercial enterprise owned in whole or in part by a government; or
5. an employee, officer, agent or other person acting in an official capacity for a public international organization, including the World Bank, United Nations and the European Commission.

11.3 Export Compliance.  Alliance Partner further warrants that it will comply with all applicable export laws and regulations and economic sanctions, (collectively, the “Export Laws”) as they apply to Alliance Partner and all things delivered under the Agreement.  Alliance Partner will do all things necessary to assist KDI in such compliance.  Such things may include checking the names and identity of all personnel and permitted subcontractors who will provide services directly to KDI to ensure that such individuals (or entities, if applicable) are not listed on any restricted, denied party or economic sanctions lists.  Alliance Partner warrants that neither it nor its employees, agents, permitted subcontractors, or representatives will download, upload, or otherwise export or re-export the items obtained from KDI, including any underlying information or technology, except in full compliance with all applicable laws and regulations.  

11.4 Miscellaneous Compliance.  Alliance Partner is responsible for training its employees and associates on relevant Anti-Corruption Laws. Such training shall be documented in Alliance Partner`s internal systems and made available to KDI upon request. 

Alliance Partner confirms that it has in place and will maintain adequate policies, systems, controls, and procedures for reporting a violation of the Ethical Conduct outlined in Section 11.1 and for ensuring that all such reports are fully investigated and acted upon appropriately. 

Alliance Partner undertakes to keep accurate records of its activities related to this Agreement, including financial records. 

Alliance Partner will notify KDI in writing immediately upon the occurrence of any event that renders the foregoing representations incorrect.  Alliance Partner agrees that KDI may suspend performance or immediately terminate this Agreement without any liability to Alliance Partner if KDI reasonably believes Alliance Partner has violated this section or is under investigation or otherwise under suspicion of acts which, if true, would cause a violation of the foregoing section.  Upon a reasonable belief that Alliance Partner is not in compliance with this section, Alliance Partner will comply with KDI’s reasonable request to audit Alliance Partner’s records to verify compliance with these provisions. 

12. Changes

KDI may modify this Agreement, its Materials, its Code of Conduct and Privacy Policy, and any aspect of the Alliance Program with written notice to Alliance Partner. This includes updating or removing any portion of an Alliance Program, including requirements and payment, and cancelling (terminating) an entire Alliance Program Type. KDI will endeavor to provide at least 30 days’ advance notice of any changes before any changes become effective. Changes will not unilaterally impose a penalty or legal liability on participating partners, nor purport to assign ownership of a partner’s intellectual property, nor adversely affect partners’ ability to seek appropriate legal redress of concerns or claims. If Alliance Partner does not agree to any such changes, Alliance Partner must discontinue or terminate its participation in the applicable Alliance Program. Alliance Partner’s continued participation in an Alliance Program following a communicated update or change confirms Alliance Partner’s acceptance of such update or change. Changes, cancelation or termination will not affect KDI’s obligation to make payments to Alliance Partner where such payment is due under the terms of the Agreement (and hence payment obligation accrued) before the effective date of the change, cancellation or termination, except where due to Alliance Partner’s uncured breach or violation of any of Sections 5, (Intellectual Property) 8 (Confidentiality) or 11 (Ethical Business Conduct).    

13. Governing law and jurisdiction  

This Agreement and any matter arising from or in connection with it shall be governed by and construed in accordance with Norwegian law.  Any dispute arising out of or relating to this Agreement shall be finally resolved by arbitration with either Party having the right to refer the dispute to arbitration pursuant to the applicable Arbitration Rules of the United Nations Commission on International Trade Law (UNCITRAL). The arbitration tribunal shall consist of three (3) arbitrators. The arbitration shall be conducted in the English language in Oslo, Norway. 

14. Entire agreement  

This Agreement, including any Additional Terms and any attached or incorporated documents, forms the entire agreement between the Parties regarding the KDI Alliance Program.  This Agreement replaces all prior agreements, communications and representations between the parties.   

Except as otherwise expressly permitted in this Agreement, an amendment or modification is only effective if signed in writing by authorized representatives of each Party. 

Addendum: Additional terms for Service Partners 

KDI Alliance Partners who participate as a Service Partner Type are information technology services providers who apply their business and technical expertise to implement, configure and/or deploy third party software and/or software as a service to meet their customer’s business needs. 

Overview.  The KDI Service Partner Program provides eligible Alliance Partners and KDI access to certain information and assistance from one another to pursue Opportunities in the Market Segment of the Territory identified in Scope.  The Parties will jointly market KDI Offerings and Alliance Partner professional services, with Alliance Partner performing either as a KDI subcontractor, prime contractor or as an independent professional services provider to implement, configure or deploy KDI Offerings or provide other services related to KDI Offerings.    

Participation Eligibility.  Alliance Partner will develop working knowledge of KDI Offerings and the value proposition of the KDI Offerings within the Market Segment, including certification as a KDI Alliance Partner when such certification becomes available.  Alliance Partner will use its best endeavors to promote the sale of the KDI Offerings, including performing the following activities:  

• Identify Opportunities within the Market Segment, 

• Jointly prepare product demonstrations and marketing materials to present the KDI value proposition for an Opportunity,  

• Identify key stakeholders for an Opportunity (in this instance, a key stakeholder is an individual with budget authority to make purchases similar to those of a KDI Offering), 

• Engage with key stakeholders for an Opportunity to further define the value proposition of the KDI Offering within the organization, 
• Provide assistance to KDI to maintain interest and engagement through signature of a final software subscription agreement.  

KDI Obligations.  KDI will provide Alliance Partner with relevant information and documentation about the KDI Offerings and assist Alliance Partner`s employees in acquiring technical and marketing knowledge of the KDI Offerings, including providing such training, support and assistance as required for Alliance Partner`s employees to properly promote, facilitate and deliver the KDI Offerings as relevant.  Support to Alliance Partner includes; (i) providing information to known issues within the KDI Offerings that impact an Alliance Partner’s customer’s use of the Offering and (ii) release management notes that include workarounds or guidelines to address known offering issues.   

End-User Customer Contract. The contractual model will be one of the following: 

Alliance Partner as Subcontractor: Where Alliance Partner completes all or a portion of KDI’s obligations to a KDI customer, the Parties will enter into a subcontract establishing the obligations and liabilities of the Parties, or;   

Alliance Partner as Prime Contractor: In this model, unless otherwise agreed, (i) Alliance Partner enters into an agreement with an end-customer incorporating KDI’s standard terms and conditions, specifying that the software license, subscription, or services are for the benefit of the named end-user/customer and (ii) the Parties may enter into an agreement establishing the Parties obligations and liabilities with KDI as a subcontractor and Alliance Partner as a prime contractor, or 

Alliance Partner as Independent Service Provider to Customer: Where Alliance Partner independently enters a contract to perform services for an Opportunity, no provisions of the contract between Alliance Partner and the customer will be binding upon KDI unless the same is approved in writing in a separate agreement by KDI.   

No provisions of an agreement between Alliance Partner and the customer will be binding upon KDI unless the same is approved in writing by KDI or otherwise agreed to in the writing between Alliance Partner and KDI.   

Alliance Partner will inform its customer about the possibility of signing a service level and support agreement with KDI and will refer relevant customers to a contact person in KDI for further discussions. Notwithstanding the above, Alliance Partner shall, subject to KDI’s prior written approval, be entitled to enter into service level and support agreement directly with its customer and advise its customer of the same.  

License Grant. Where relevant and approved in writing by KDI for an Opportunity, subject to the terms of this Agreement, KDI grants Alliance Partner a right to a right to access and use KDI Offerings for the benefit of a KDI customer and enter into contracts for the sale of the KDI Offerings including a non-transferable license to sub-license the KDI Offerings to the customer for the purposes of this Agreement and facilitate the provision of associated services by KDI to its customer. 

Alliance Partner Compensation.  Where Alliance Partner holds the main contract with the customer (as Prime Contractor), Alliance Partner may apply an uplift to the KDI Offerings subject to the end-user customer agreement. In such case Alliance Partner shall retain the margin between the KDI Offering price established by KDI and the uplift as compensation, subject always to a maximum uplift set forth in Appendix 1 and an amount necessary to ensure KDI receives the quoted Fees. In addition, Alliance Partner may add costs for services provided by Alliance Partner to the customer. Such services and prices must be disclosed to KDI upon request. There is no compensation for the activities performed as an Independent Service Provider, only as a Subcontractor, where applicable. 

Obligations Upon Termination. In the event a prime contract being held by Alliance Partner is terminated, Alliance Partner will use reasonable efforts to facilitate the assignment of any such contract to KDI or a new prime contractor as approved by KDI.

Addendum: Additional terms for Referral Partners

KDI Alliance Partners who participate as a Referral Partner Type have expertise and an established customer base in a segment of the market or geographical area in which KDI wishes to expand its customer base.   

Overview: The KDI Referral Partner Program provides eligible Alliance Partners and KDI access to certain information and assistance from one another to pursue Opportunities in the Market Segment of the Territory identified in Appendix 1 to the Terms.   

Duties of Alliance Partner: Duties of Alliance Partner may include, but are not limited to:   

1. Identifying and pursuing relevant Opportunities in the Territory, as well as pursuing Opportunities identified by KDI. The Parties shall also work together in pursuing Opportunities.     
2. Involving KDI in the dialogue and planning with a prospective customer and allowing KDI to perform a compliance screening on the customer. KDI shall have the right to reject an Opportunity due to compliance, capacity, finance, or other relevant concerns.   
3. Assisting KDI to secure at the earliest opportunity, relevant pre-qualifications, and approvals for the KDI Offerings.   
4. Providing KDI with documentation confirming the Partner’s qualifications and licensing as an authorized agent in the Territory, including renewal documentation, and maintaining such insurances as are customary for agents of the KDI Offerings or comparable products.   
5. Liaising with competent authorities as required by KDI concerning the obtention of all necessary official permissions, including visas, work/residence/exit permits and other permits and licenses needed for KDI to operate satisfactorily in the Territory.   
6. Upon request, informing KDI of approved standard specifications as relevant for the provision of KDI Offerings in the Territory. When required by KDI, providing assistance in clearing all shipments destined into the Territory through customs and other applicable authorities, always provided that nothing herein shall oblige Partner to discharge customs, import duties or other levies payable thereon.   
7. Assisting and representing KDI in promoting and keeping good company reputation with clients and prospective clients. Partner agrees to use its best endeavours to promote the sale of the KDI Offerings and shall maintain adequate facilities and technical capability to offer proper support and service to its customers.   
8. Not to, on behalf of any other party, market products in the Territory that are similar or substantially similar to the KDI Offerings, without KDI’s prior written consent. For the avoidance of doubt this will not include or apply to any contracts signed, or purchase orders received, by Partner in collaboration with another party, before Partner is appointed agent of KDI.