Master Partner Agreement

Last Updated: September 2026

This Master Partner Agreement (this “Agreement”) is entered into as of the date of last signature below (the “Effective Date”) by and between YugabyteDB, Inc., a Delaware corporation with its principal place of business at 100 Mathilda Avenue, Suite 250, Sunnyvale, CA 94086 (“YugabyteDB”), and the entity identified in the signature block below (“Partner”).

WHEREAS, YugabyteDB develops and provides distributed SQL database software and related services; and

WHEREAS, Partner desires to participate in YugabyteDB’s partner program under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Definitions
1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent voting interests of such entity.
2. “Agreement” means this Master Partner Agreement, together with all Appendices, Order Forms, and the Program Guide, each as may be amended from time to time in accordance with the terms hereof.
3. “Appendix” means an appendix to this Agreement that sets forth specific terms applicable to a particular partner track or program, including Appendix A (Reseller Partner Terms), Appendix B (Solution Partner Terms), and Appendix C (Managed Service Provider Terms), and any additional appendices executed by the parties.
4. “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the terms and conditions of this Agreement (including pricing), Order Forms, customer data, technical information, business plans, product roadmaps, financial information, and source code.
5. “Deal Registration” means the submission and acceptance of a prospective End Customer opportunity by Partner via the Partner Portal in accordance with the process set forth in the Program Guide. An accepted Deal Registration establishes the registering Partner’s priority for the primary economics on the registered opportunity, subject to the terms of the Program Guide.
6. “Distributor” means a distributor that recruits and manages sub-resellers within the Territory and transacts with YugabyteDB on behalf of such sub-resellers on Distributor’s own contractual paper, pursuant to a separate Distributor Agreement between the Distributor and YugabyteDB.
7. “Documentation” means the user guides, technical manuals, release notes, and other documentation made available by YugabyteDB for the Products and Services, as updated from time to time.
8. “End Customer” means a third party that purchases or licenses Products and Services from Partner (in the case of a reseller) or directly from YugabyteDB (in the case of a referral) for such third party’s own internal business use and not for resale, sublicensing, or distribution.
9. “End User License Agreement” or “EULA” means the then-current YugabyteDB end user license agreement or terms of service applicable to End Customer’s use of the Products and Services, available at Master Terms
10. “Feedback” means any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Partner to YugabyteDB regarding the Products and Services.
11. “First Year ARR” means the net new annualized (12-month) value of recurring subscription or minimum committed spend revenue from an End Customer’s initial order of Products and Services. If a contract is less than 12 months, First Year ARR equals total contract value (TCV). For multi-year subscriptions with ramped fees, the commission base is the annualized run-rate of the initial term. First Year ARR is net of any taxes, refunds, chargebacks, and write-offs, and excludes professional services, training, and other non-subscription revenue.
12. “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights, including all applications and registrations therefor.
13. “Order Form” means a written order form, statement of work, or similar document executed by the parties that references this Agreement and specifies the Products and Services, quantities, fees, subscription terms, and other commercial details.
14. “Partner” means the entity identified in the signature block below that has executed this Agreement with YugabyteDB.
15. “Partner Portal” means the online portal made available by YugabyteDB to Partners for accessing program resources, submitting deal registrations, placing orders, and other partner-related activities.
16. “POC Fee” means a fixed fee payable by YugabyteDB to a Solution Partner for conducting a proof of concept engagement, as agreed in writing between the parties before commencement of the proof of concept, in cases where the Solution Partner’s own products are not included in the End Customer’s bill of materials for the applicable transaction.
17. “Products and Services” means the YugabyteDB software products (including YugabyteDB Anywhere self-managed software and YugabyteDB Aeon cloud service) and related support, professional, and training services made available by YugabyteDB under this Agreement and applicable Order Forms.
18. “Program Guide” means the then-current YugabyteDB Partner Program Guide, as published by YugabyteDB and made available via the Partner Portal, which is incorporated into this Agreement by reference.
19. “Software” means the YugabyteDB proprietary software made available under this Agreement, including YugabyteDB Anywhere and any updates, upgrades, or new versions provided by YugabyteDB.
20. “Solution Partner” means a Partner participating under Appendix B (Solution Partner Terms) that identifies and qualifies opportunities, and may conduct proofs of concept, build reference architectures, or provide other pre-sales technical support, and that hands the commercial relationship to YugabyteDB for closing and fulfillment.
21. “Support” means the technical support and maintenance services provided by YugabyteDB for the Products and Services in accordance with the applicable support plan.
22. “Territory” means the geographic region(s) specified in the applicable Appendix or Order Form.
23. “Trademarks” means the trademarks, service marks, trade names, logos, and other brand identifiers of a party.
Relationship of the Parties
1. Scope and Appendices. This Agreement sets forth the general terms and conditions applicable to Partner’s participation in YugabyteDB’s partner program. Each Appendix sets forth specific terms applicable to the partner type or program described therein. Partner must execute at least one Appendix to participate in the partner program.
  In the event of a conflict between the terms of this Agreement and an Appendix, the Appendix will govern with respect to the subject matter of such Appendix. In the event of a conflict between this Agreement and an Order Form, the Order Form will govern. In the event of a conflict between this Agreement and the Program Guide, this Agreement will govern with respect to legal terms, and the Program Guide will govern with respect to commercial and program terms (including discounts, tracks, benefits, and requirements).
2. Affiliates. The rights granted under this Agreement may be exercised by Partner’s Affiliates, provided that Partner guarantees the performance and compliance of its Affiliates with all terms and conditions of this Agreement. Any breach by an Affiliate will be deemed a breach by Partner.
3. Program Guide. Partner’s participation in the partner program is subject to the Program Guide. YugabyteDB may update the Program Guide upon thirty (30) days’ prior written notice to Partner. Partner’s continued participation in the partner program after the notice period constitutes acceptance of the updated Program Guide.
4. Non-Exclusivity. This Agreement is non-exclusive. YugabyteDB retains the right to sell Products and Services directly to customers and to appoint other partners, resellers, distributors, and agents without restriction.
5. Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the parties. Neither party has the authority to bind the other party or to incur any obligation on behalf of the other party without the other party’s prior written consent.
6. End Customer Access. Regardless of which Appendix governs a transaction, Partner will not restrict, impede, or condition YugabyteDB’s direct relationship with or access to any End Customer. YugabyteDB retains the right to communicate directly with End Customers for purposes including, without limitation, technical support, product updates, security notifications, compliance verification, and renewal discussions. Partner will ensure that its agreements with End Customers do not contain terms that would prevent or limit YugabyteDB’s exercise of these rights.
7. Deal Registration Priority. The Partner that first submits an accepted Deal Registration for an End Customer opportunity will have priority for the primary economics (resell discount or referral commission) on that opportunity, subject to the terms and conditions of the Program Guide. If multiple Partners submit Deal Registrations for the same opportunity, YugabyteDB will resolve the conflict in accordance with the channel conflict resolution process set forth in the Program Guide. YugabyteDB’s determination is final.
8. One Motion Per Deal. For each End Customer transaction, Partner will select a single payment motion (resell or refer). A Partner that has executed more than one Appendix may participate in both motions across its portfolio, but may not apply more than one motion to the same End Customer transaction. A Partner acting as a reseller on a transaction earns the applicable resell discount only and is not entitled to a referral commission on the same transaction. The acceptance process set forth in the Program Guide may reject a Deal Registration that conflicts with a motion already assigned to the same opportunity.
Intellectual Property
1. Ownership. Each party retains all right, title, and interest in and to its own Intellectual Property Rights. Partner acknowledges that it has no rights in or to the Products and Services except as expressly granted under this Agreement. All goodwill arising from Partner’s use of YugabyteDB’s Trademarks will inure solely to the benefit of YugabyteDB.
2. Restrictions. Partner will not, and will not permit any third party to:
  1. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law notwithstanding this restriction;
  2. modify, adapt, translate, or create derivative works based on the Products and Services;
  3. conduct or publish benchmark tests or performance comparisons of the Products and Services without YugabyteDB’s prior written consent;
  4. remove, alter, or obscure any proprietary notices, labels, or marks on the Products and Services or Documentation;
  5. use the Products and Services to develop a product or service that competes with the Products and Services; or
  6. sublicense, transfer, or assign any rights in the Products and Services except as expressly permitted under this Agreement.
3. Trademarks. Subject to the terms of this Agreement, YugabyteDB grants Partner a limited, non-exclusive, non-transferable, revocable license to use YugabyteDB’s Trademarks solely for the purposes of this Agreement and in accordance with YugabyteDB’s trademark guidelines as provided to Partner from time to time. YugabyteDB may revoke this license at any time upon written notice. Partner grants YugabyteDB a license to use Partner’s name and logo to identify Partner as a YugabyteDB partner in marketing materials, partner directories, and similar communications. Partner will submit all marketing materials featuring YugabyteDB Trademarks to YugabyteDB for approval prior to distribution.
4. Feedback. If Partner provides Feedback to YugabyteDB, Partner hereby grants YugabyteDB a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, incorporate, distribute, and otherwise exploit such Feedback for any purpose without restriction or obligation to Partner.
Confidentiality
1. Definition. “Confidential Information” is defined in Section 1.4. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party without restriction on disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.
2. Obligations. The Receiving Party will: (a) use the Disclosing Party’s Confidential Information solely for the purposes of this Agreement; (b) protect the Disclosing Party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care; and (c) not disclose the Disclosing Party’s Confidential Information to any third party except to its employees, contractors, agents, and professional advisors (collectively, “Representatives”) who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party is responsible for any breach of this Section 4 by its Representatives.
3. Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice (to the extent legally permitted) to allow the Disclosing Party to seek a protective order or other appropriate remedy; and (b) cooperates with the Disclosing Party’s reasonable efforts to limit the scope of disclosure.
4. Return or Destruction. Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party will promptly return or destroy all Confidential Information of the Disclosing Party in its possession or control. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information: (a) as required by applicable law or regulation; or (b) in accordance with its bona fide document retention policies, provided that such retained Confidential Information remains subject to the confidentiality obligations of this Agreement.
5. Survival. The confidentiality obligations set forth in this Section 4 will survive for five (5) years after termination or expiration of this Agreement. With respect to source code, the confidentiality obligations will survive in perpetuity.
6. Injunctive Relief. Each party acknowledges that a breach of this Section 4 may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party will be entitled to seek injunctive or other equitable relief to prevent or remedy any breach or threatened breach of this Section 4, without the necessity of proving actual damages or posting a bond.
Data Protection
1. Business Contact Information. Each party may process business contact information of the other party’s personnel for the purposes of administering the business relationship contemplated by this Agreement. Where consent is required under applicable law for such processing, Partner will obtain such consent from its personnel.
2. Privacy Policy. YugabyteDB’s collection and use of personal data is governed by the YugabyteDB Privacy Policy, available at Privacy Policy.
3. Data Protection Agreement. If either party processes personal data on behalf of the other party as a processor (or sub-processor), the parties will execute a separate Data Protection Agreement setting forth the terms and conditions of such processing.
Indemnification
1. Indemnification by YugabyteDB. YugabyteDB will defend Partner against any third-party claim that the Products and Services (as used in accordance with this Agreement and the Documentation) infringe a registered patent, registered trademark, or copyright, or misappropriate a trade secret (an “IP Claim”), and will pay any damages finally awarded against Partner or any settlement amounts approved by YugabyteDB. YugabyteDB’s obligations under this Section 6.1 do not apply to the extent an IP Claim arises from: (a) Partner’s use of the Products and Services in violation of this Agreement or the Documentation; (b) combination of the Products and Services with products, services, or technology not provided by YugabyteDB or not supported in the Documentation; (c) modification of the Products and Services by anyone other than YugabyteDB; (d) Partner’s use of an outdated version of the Products and Services when use of a then-current version would have avoided the infringement; (e) YugabyteDB’s compliance with specifications or requirements provided by Partner; or (f) third-party open source components. If an IP Claim arises or YugabyteDB reasonably believes one is likely, YugabyteDB may, at its option and expense: (i) obtain the right for Partner to continue using the Products and Services; (ii) modify the Products and Services to make them non-infringing; or (iii) if neither (i) nor (ii) is commercially viable, terminate the affected Order Form and refund to Partner a pro-rata portion of any prepaid fees for the unused portion of the subscription term.
2. Indemnification by Partner. Partner will defend YugabyteDB against any third-party claim arising out of:
  1. Partner’s gross negligence or willful misconduct;
  2. Partner’s non-compliance with the license terms set forth in this Agreement;
  3. Partner’s failure to enforce or include EULA terms in End Customer agreements as required by this Agreement;
  4. Partner’s breach of export control or compliance obligations under Section 9;
  5. any misrepresentations by Partner about the Products and Services; or
  6. government penalties, fines, or assessments resulting from Partner’s failure to properly handle taxes as required by this Agreement.
3. Partner will pay any damages finally awarded against YugabyteDB or any settlement amounts approved by Partner.
4. Indemnification Process. The indemnified party will: (a) provide the indemnifying party with prompt written notice of the claim (provided that failure to provide prompt notice will not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim in a manner that admits liability on behalf of the indemnified party or imposes obligations on the indemnified party without the indemnified party’s prior written consent, which will not be unreasonably withheld); and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense.
5. Exclusive Remedy. This Section 6 states each party’s entire liability and the other party’s exclusive remedy for any third-party claims described in this Section 6.
Warranties and Disclaimers
1. Mutual Warranties. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (c) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms; and (d) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party or by which it is bound.
2. Compliance with Laws. Each party warrants that it will comply with all applicable laws, rules, and regulations in the performance of its obligations under this Agreement.
3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YUGABYTEDB DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YUGABYTEDB DOES NOT WARRANT THAT THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Limitation of Liability
1. Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY PARTNER TO YUGABYTEDB IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
3. Carve-Outs. The limitations set forth in Sections 8.1 and 8.2 do not apply to:
  1. fees owed by Partner under this Agreement;
  2. a party’s breach of its confidentiality obligations under Section 4;
  3. a party’s misappropriation of the other party’s Intellectual Property Rights;
  4. death or bodily injury caused by a party’s negligence;
  5. a party’s gross negligence or willful misconduct; or
  6. a party’s indemnification obligations under Section 6; provided, however, that such obligations are exempt only from the exclusion of indirect damages in Section 8.1 and remain subject to the cap in Section 8.2.
4. Basis of Bargain. The limitations of liability set forth in this Section 8 reflect the allocation of risk between the parties and are an essential basis of the bargain between the parties. The parties would not have entered into this Agreement without these limitations.
Compliance
1. Export Controls. Partner acknowledges that the Products and Services are subject to the U.S. Export Administration Regulations (“EAR”) and other applicable export control laws and regulations. Partner will comply with the EAR and all applicable export, import, and sanctions laws and regulations in connection with its activities under this Agreement. Partner represents and warrants that: (a) it is not located in, and will not export, re-export, or transfer the Products and Services to, any country subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) it is not, and will not provide the Products and Services to any person or entity that is, on any U.S. government restricted party list, including the Specially Designated Nationals List, Entity List, or Denied Persons List; and (c) it will not use the Products and Services for any purpose prohibited by applicable export control laws.
2. Anti-Corruption. Partner will comply with the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act 2010, and all other applicable anti-corruption and anti-bribery laws. Partner will maintain an active anti-bribery compliance program. Partner will not, directly or indirectly, offer, promise, give, or authorize the giving of any money, gift, or anything of value to any government official, political party, or any other person for the purpose of influencing any act or decision to obtain or retain business or secure any improper advantage. Partner will promptly notify YugabyteDB of any actual or suspected violation of this Section 9.2.
3. Code of Conduct. Partner will comply with YugabyteDB’s Partner Code of Conduct, as published by YugabyteDB and made available to Partner from time to time. Non-compliance with the Partner Code of Conduct constitutes a material breach of this Agreement.
4. Insurance. Partner will maintain appropriate insurance coverage for the duration of this Agreement and for three (3) years following termination, including commercial general liability insurance, professional liability (errors and omissions) insurance, and cyber liability insurance, each with coverage limits appropriate for Partner’s business activities under this Agreement. Partner will provide proof of insurance upon YugabyteDB’s request. This Section 9.4 applies solely to Partners executing Appendix A (Reseller Partner Terms) or Appendix C (Managed Service Provider Terms). Partners participating only under Appendix B (Solution Partner Terms) are not required to maintain insurance under this Agreement.
Term and Termination
1. Term. This Agreement commences on the Effective Date and continues until all Appendices and Order Forms have expired or been terminated, or until a party terminates this Agreement in accordance with this Section 10. Either party may terminate this Agreement if no active Order Forms exist, upon thirty (30) days’ written notice to the other party.
2. Termination for Cause. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof. For breaches of payment obligations, the cure period is fifteen (15) days after receiving written notice thereof. Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; (b) materially breaches its confidentiality obligations under Section 4; (c) violates the Partner Code of Conduct; or (d) violates export control or anti-corruption laws.
3. Termination for Convenience. Either party may terminate this Agreement (but not an active Order Form) upon thirty (30) days’ written notice to the other party. Active Order Forms will continue under the terms of this Agreement until their expiration or earlier termination in accordance with their terms.
4. Effect of Termination. Upon termination or expiration of this Agreement:
  1. all outstanding fees will become immediately due and payable;
  2. Partner will immediately cease all marketing, resale, and use of YugabyteDB’s Trademarks;
  3. each party will return or destroy the other party’s Confidential Information in accordance with Section 4.4;
  4. End Customer agreements entered into before termination will survive through their subscription terms, and Partner will continue to pay YugabyteDB all fees owed for those agreements; and
  5. YugabyteDB may require Partner to provide reasonable assistance with transitioning End Customer relationships to YugabyteDB or another partner.
5. Survival. The following provisions will survive termination or expiration of this Agreement: Section 1 (Definitions), Section 3 (Intellectual Property), Section 4 (Confidentiality), Section 5 (Data Protection), Section 6 (Indemnification), Section 7 (Warranties and Disclaimers), Section 8 (Limitation of Liability), Section 9 (Compliance), Section 10.4 (Effect of Termination), Section 10.5 (Survival), and Section 11 (General).
General
1. Governing Law and Jurisdiction. The laws governing this Agreement are determined by Partner’s domicile as follows:
  
  (a) If Partner is domiciled in the Americas, Asia-Pacific, or any jurisdiction not listed in subsection (b) below, this Agreement will be governed by the laws of the State of California, without regard to conflict of law principles. The state and federal courts located in Santa Clara County, California will have exclusive jurisdiction.
  
  (b) If Partner is domiciled in Europe, the United Kingdom, the Middle East, or Africa, this Agreement will be governed by the laws of England and Wales. The courts located in London, England will have exclusive jurisdiction.
  
  The United Nations Convention on Contracts for the International Sale of Goods does not apply. The foregoing does not limit either Party from seeking injunctive or equitable relief from a court of competent jurisdiction.
2. Notices. All notices under this Agreement must be in writing and in English. Notices to YugabyteDB must be sent to legal@yugabyte.com. Notices to Partner must be sent to the email address provided by Partner in the signature block below or as updated by Partner in writing. Partner is responsible for keeping its contact information current. Notices will be deemed received when the email is sent.
3. Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement without consent: (a) to an Affiliate; or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement. YugabyteDB may use subcontractors to perform its obligations under this Agreement, provided that YugabyteDB remains responsible for the performance of such subcontractors. Notwithstanding the foregoing, neither Party may assign this Agreement to a direct competitor of the other Party without such other Party’s prior written consent.
4. Force Majeure. Neither party will be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond the party’s reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or failures of third-party telecommunications or power supply.
5. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties’ original intent.
6. Waiver. The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.
7. Entire Agreement. This Agreement, together with all Appendices, Order Forms, and the Program Guide, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any terms or conditions contained in Partner’s purchase orders or other ordering documents that are inconsistent with or in addition to the terms of this Agreement are void and of no effect, except for commercial details (such as quantities and pricing) that are confirmed in an Order Form. This Agreement may not be amended except by a written instrument signed by both parties, except that YugabyteDB may update the Program Guide in accordance with Section 2.3.
8. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. This Agreement may be executed and delivered electronically, and electronic signatures will have the same legal effect as original signatures.
9. Publicity. Neither party may issue any press release or make any public announcement regarding this Agreement or the relationship between the parties without the other party’s prior written consent.
10. Audit. During the term of this Agreement and for one (1) year thereafter, YugabyteDB may audit Partner’s records relating to Partner’s compliance with this Agreement, no more than once per twelve (12) month period, upon thirty (30) days’ prior written notice, during normal business hours, and without unreasonable disruption to Partner’s business. If an audit reveals an underpayment exceeding five percent (5%) of the amounts owed, Partner will pay the costs of the audit in addition to the shortfall, plus interest as provided in the applicable Appendix.

APPENDIX SELECTION

The parties agree that the following Appendices are incorporated into and made a part of this Agreement (check all that apply):

APPENDIX A: RESELLER PARTNER TERMS

This Appendix A (“Reseller Appendix”) is incorporated into and made a part of the Master Partner Agreement (the “Agreement”) between YugabyteDB, Inc. (“YugabyteDB”) and the Partner identified in the Agreement. Capitalized terms used but not defined in this Reseller Appendix have the meanings given to them in the Agreement.

A.1 LICENSE AND SCOPE

A.1.1 Reseller Appointment. Subject to the terms and conditions of this Agreement, YugabyteDB hereby appoints Partner as a non-exclusive reseller of the Products and Services listed in the applicable Order Form, within the Territory, during the term of this Reseller Appendix. Partner may sublicense Products and Services to End Customers directly or via cloud marketplace (including AWS Marketplace, Azure Marketplace, and Google Cloud Marketplace). This license is non-transferable and revocable in accordance with the terms of this Agreement.

A.1.2 End Customer Agreements. Prior to any resale of Products and Services, Partner must bind each End Customer to the then-current EULA, available at Master Terms. Partner may not modify the EULA without YugabyteDB’s prior written consent. Partner is expressly prohibited from accepting EULA terms on behalf of End Customer. Partner will include in all End Customer agreements terms that:

restrict End Customer’s use of the Products and Services consistent with this Agreement and the EULA;
prohibit End Customer from transferring, reverse engineering, decompiling, disassembling, or sublicensing the Products and Services;
require End Customer to comply with all applicable export control laws and regulations;
require End Customer to cease use of and return or destroy all copies of the Products and Services upon termination of the End Customer agreement; and
disclaim YugabyteDB’s liability to End Customer to the maximum extent permitted by applicable law.
preserve YugabyteDB’s right to communicate directly with End Customer for purposes of technical support, product updates, security notifications, compliance verification, and renewal discussions, and not contain terms that would restrict, impede, or condition YugabyteDB’s direct relationship with or access to End Customer.

A.1.3 Support.

A.1.3(a) First-Level Triage. Partner will use commercially reasonable efforts to screen End Customer inquiries, gather relevant diagnostic information, and resolve basic usage questions before directing End Customers to YugabyteDB support.

A.1.3(b) Technical Support. Partner will not provide technical support for the Products and Services (beyond the first-level triage described in Section A.1.3(a)) without YugabyteDB’s prior written consent and completion of required certifications as specified in the Program Guide.

A.1.4 Program Guide. Partner’s reseller track, discount schedule, deal registration terms, certification requirements, marketing development fund (MDF) eligibility, and other program benefits are governed by the Program Guide.

A.1.5 Provisioning. YugabyteDB is responsible for provisioning software licenses and service access directly to End Customers upon acceptance of an Order Form. Partner facilitates the commercial transaction, including submission of Order Forms and collection of payment, but does not provision, deliver, or activate the Products and Services. YugabyteDB will confirm provisioning to both Partner and End Customer within a commercially reasonable time after acceptance of the applicable Order Form. This Section A.1.5 applies to standard reseller transactions under this Appendix A. Provisioning for managed service provider arrangements, if applicable, will be governed by the terms of Appendix C (Managed Service Provider Terms).

A.2 ORDERING AND FEES

A.2.1 Order Forms. Partner will submit Order Forms to YugabyteDB specifying: End Customer legal name, contact information and shipping address, Products and Services ordered, quantities, applicable fees, and subscription term start and end dates. Order Forms are not binding until accepted by YugabyteDB in writing.

A.2.2 Pricing. Partner will purchase Products and Services at the following discounts off YugabyteDB’s then-current list price: (i) twenty-five percent (25%) for YugabyteDB Anywhere (self-managed); and (ii) fifteen percent (15%) for YugabyteDB Aeon (cloud). The foregoing discounts apply to initial subscription terms and to all renewals for so long as Partner remains the reseller of record for the applicable End Customer. Discounts apply equally to transactions completed directly and via cloud marketplace. YugabyteDB may update the discount schedule in the Program Guide upon thirty (30) days’ prior written notice in accordance with Section 2.3. Partner is free to set its own resale prices to End Customers.

A.2.3 Payment. Partner will pay YugabyteDB within thirty (30) days of the invoice date. All fees are non-refundable and non-cancelable for the subscription term. Late payments will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower. Partner is responsible for payment to YugabyteDB regardless of whether End Customer has paid Partner.

A.2.4 Taxes. All fees are exclusive of taxes. Partner is responsible for all applicable taxes, duties, levies, and similar governmental assessments, except for taxes based on YugabyteDB’s net income. If Partner is required by law to withhold taxes from payments to YugabyteDB, Partner will gross up the payment so that YugabyteDB receives the full amount invoiced. Partner will indemnify and hold harmless YugabyteDB from and against any tax-related liabilities, penalties, or interest arising from Partner’s failure to properly handle taxes.

A.2.5 Overages. The discounts set forth in Section A.2.2 apply only to usage within the committed quantities or committed spend specified in the applicable Order Form. If End Customer usage exceeds the committed quantities or committed spend specified in the applicable Order Form during the subscription term, YugabyteDB will invoice Partner for the excess usage at YugabyteDB’s then-current list price. If an End Customer continues to use the Products and Services after the expiration of the applicable subscription term without executing a renewal Order Form, YugabyteDB may invoice Partner for such post-expiry usage at YugabyteDB’s then-current list price. YugabyteDB will provide Partner with reasonable notice of excess or post-expiry usage before issuing an overage invoice. Partner will pay overage invoices in accordance with the payment terms in Section A.2.3. Partner is responsible for payment of overages regardless of whether Partner has collected corresponding amounts from the End Customer.

A.2.6 Minimum Subscription Term and Mid-Term Expansions.

(a) YugabyteDB Aeon (cloud). Each Order Form for YugabyteDB Aeon (cloud) subscriptions must have a minimum subscription term of twelve (12) months. If an End Customer wishes to increase its committed capacity during an active subscription term, Partner will submit a new Order Form reflecting the total combined commitment (existing plus additional capacity) for a new twelve-month subscription term beginning on the effective date of the expansion. The new Order Form supersedes (cancels and replaces) the prior Order Form for the affected Products and Services as of the expansion effective date. Partner’s applicable discount under Section A.2.2 applies to the full commitment amount reflected in the replacement Order Form.

(b) YugabyteDB Anywhere (self-managed). No minimum subscription term applies to YugabyteDB Anywhere (self-managed) subscriptions. If an End Customer wishes to increase its committed capacity during an active subscription term, Partner will submit an add-on Order Form for the additional capacity that is co-terminous with the existing Order Form (expiring on the same date), rather than a replacement Order Form. Partner’s applicable discount under Section A.2.2 applies to the additional committed capacity.

The cancel-and-replace and co-term Order Form instructions for mid-term expansions are set forth in the Order Form template available on the Partner Portal.

A.3 PARTNER OBLIGATIONS

A.3.1 Promotion. Partner will use commercially reasonable efforts to promote, market, and resell the Products and Services within the Territory.

A.3.2 Reporting. Partner will provide YugabyteDB with reports as specified in the Program Guide, including pipeline updates, deal registrations, and End Customer information.

A.3.3 Training and Certification. Partner will complete and maintain certifications as required by the Program Guide for Partner’s applicable track. Partner will complete initial certifications within the timeframe specified in the Program Guide for Partner’s applicable track. If a certified individual ceases to be employed by Partner or otherwise ceases to hold a required certification, Partner must replace such individual with a newly certified individual within the timeframe specified in the Program Guide.

A.3.4 Records. Partner will maintain complete and accurate records of all resale activities for five (5) years. Partner will provide YugabyteDB access to such records upon request for audit purposes in accordance with Section 11.10 of the Agreement.

A.3.5 Forecasts. At YugabyteDB’s request, Partner will provide quarterly good-faith forecasts of anticipated orders.

A.3.6 Representations. Partner will not make any representations or warranties about the Products and Services beyond those expressly authorized by YugabyteDB in writing. Partner will not assume or create any obligations on behalf of YugabyteDB.

A.4 TERM

A.4.1 Term. This Reseller Appendix commences on the date of execution and continues for an initial term of one (1) year. This Reseller Appendix will automatically renew for successive one (1) year periods unless either party provides thirty (30) days’ written notice of non-renewal before the end of the then-current term.

A.4.2 Effect on Agreement. Termination of this Reseller Appendix does not terminate the Agreement if another Appendix remains in effect.

A.4.3 Effect of Termination. Upon termination or expiration of this Reseller Appendix:

(a) Partner will immediately cease all resale activities;

existing End Customer subscriptions will continue through their subscription terms;
Partner will continue to pay YugabyteDB all fees owed for active End Customer subscriptions; and
YugabyteDB may transition End Customer relationships directly to YugabyteDB or to another partner.

APPENDIX B: SOLUTION PARTNER TERMS

This Appendix B (“Solution Partner Appendix”) is incorporated into and made a part of the Master Partner Agreement (the “Agreement”) between YugabyteDB, Inc. (“YugabyteDB”) and the Partner identified in the Agreement. Capitalized terms used but not defined in this Solution Partner Appendix have the meanings given to them in the Agreement.

B.1 APPOINTMENT AND SCOPE

B.1.1 Solution Partner Appointment. Subject to the terms and conditions of this Agreement, YugabyteDB hereby appoints Partner as a non-exclusive Solution Partner within the Territory. Partner will use reasonable efforts to identify and qualify potential customers (“Prospects”), and may conduct proofs of concept, build reference architectures, or provide other pre-sales technical support in connection with such opportunities. Partner will hand the commercial relationship to YugabyteDB for closing and fulfillment. Partner is responsible for its own expenses incurred in connection with Solution Partner activities, except as otherwise provided in this Appendix (including any applicable POC Fees).

B.1.2 Referral Process. Partner will register Prospects via the Partner Portal using the deal registration form. YugabyteDB will review each submission and notify Partner whether the Prospect is accepted or rejected (“Referral Confirmation”). YugabyteDB may reject a Prospect in its sole discretion, including if:

the Prospect is already a YugabyteDB customer;
a prior submission for the same Prospect was made by Partner or a third party;
the Prospect fails credit or compliance checks; or
the Prospect is outside the Territory.

B.1.3 Qualified Lead. If YugabyteDB accepts a Prospect, such Prospect becomes a “Qualified Lead.” If a Qualified Lead executes an agreement with YugabyteDB for Products and Services within the Deal Registration protection period specified in the Program Guide for Solution Partners (the “Protection Period”), Partner is entitled to a commission as set forth in Section B.2. If no agreement is executed before the Protection Period expires, the Deal Registration lapses and the Qualified Lead reverts to being a Prospect, unless YugabyteDB grants an extension in accordance with the Program Guide.

B.1.4 No Obligation. YugabyteDB has no obligation to execute any agreement with any Prospect or Qualified Lead.

B.2 SOLUTION PARTNER PAYMENTS

B.2.1 Referral Commissions. For each Qualified Lead that executes an agreement with YugabyteDB for Products and Services during the Protection Period, YugabyteDB will pay Partner a one-time referral commission equal to ten percent (10%) of the First Year ARR attributable to such Qualified Lead’s initial order. The referral commission is uncapped, is paid once per Qualified Lead on the initial order only, and does not apply to renewals, expansions, or subsequent orders by the same End Customer.

B.2.2 Payment Terms. Referral commissions are due within forty-five (45) days after YugabyteDB’s receipt of the applicable payment from the End Customer. Partner must submit a valid invoice via the Partner Portal.

B.2.3. No referral commission is owed for:

(a) reverted Prospects;

professional services, training, or other non-subscription revenue, unless separately agreed in writing; or
amounts not actually received by YugabyteDB, net of taxes, refunds, chargebacks, and write-offs.

B.2.4 Payment and Clawback Terms:

Payment and clawback terms are specified in the Program Guide for Partner’s applicable track.

B.2.5 Resale Option. If Partner wishes to resell Products and Services (rather than refer), Partner must execute Appendix A (Reseller Partner Terms). Upon execution of Appendix A, reseller pricing and terms will apply in lieu of referral commissions for any End Customers fulfilled through Partner.

B.2.6 POC Fees. If Partner conducts a proof of concept engagement for a Qualified Lead and Partner’s own products are not included in the End Customer’s bill of materials for the applicable transaction, YugabyteDB will pay Partner a POC Fee. The POC Fee will be a fixed amount between $5,000 and $15,000, as agreed in writing between the parties before commencement of the proof of concept. No POC Fee is payable if Partner’s own products are included in the End Customer’s bill of materials for the applicable transaction, in which case Partner’s compensation for the proof of concept is derived from the sale of Partner’s own products. POC Fees are payable regardless of whether the Qualified Lead executes an agreement with YugabyteDB, provided that Partner completed the proof of concept in accordance with the agreed scope.

B.3 PARTNER OBLIGATIONS

B.3.1 Promotion. Partner will use reasonable efforts to identify and qualify Prospects within the Territory and to support YugabyteDB’s sales efforts through pre-sales technical engagement.

B.3.2 Training. Partner will complete the Solution Partner certification program as specified in the Program Guide.

B.3.3 Reporting. Partner will provide updates on referred Prospects as reasonably requested by YugabyteDB.

B.3.4 Representations. Partner will not make any representations or warranties about the Products and Services beyond those expressly authorized by YugabyteDB in writing. Partner will not hold itself out as a reseller or authorized representative of YugabyteDB.

B.3.5 Non-Compete for Accepted Leads. Once a Prospect is accepted as a Qualified Lead, Partner will not refer the same Prospect to a direct competitor of YugabyteDB during the Protection Period.

B.4 TERM

B.4.1 Term. This Solution Partner Appendix commences on the date of execution and continues for an initial term of one (1) year. This Solution Partner Appendix will automatically renew for successive one (1) year periods unless either party provides thirty (30) days’ written notice of non-renewal before the end of the then-current term.

B.4.2 Effect on Agreement. Termination of this Solution Partner Appendix does not terminate the Agreement if another Appendix remains in effect.

B.4.3 Effect of Termination. Upon termination or expiration of this Solution Partner Appendix, YugabyteDB will pay any referral commissions that were earned (i.e., the applicable Qualified Lead executed an agreement with YugabyteDB) before the effective date of termination but not yet paid, unless termination was due to Partner’s breach of this Agreement. For the avoidance of doubt, no commission is owed on agreements executed by Qualified Leads after the effective date of termination, even if the Deal Registration was accepted before termination. Any POC Fees for proofs of concept completed before the effective date of termination remain payable in accordance with Section B.2.6.

APPENDIX C: MANAGED SERVICE PROVIDER TERMS

This Appendix C (“MSP Appendix”) is incorporated into and made a part of the Master Partner Agreement (the “Agreement”) between YugabyteDB, Inc. (“YugabyteDB”) and the Partner identified in the Agreement. This MSP Appendix applies when Partner provides Managed Services (as defined below) to End Customers. Partner must also execute Appendix A (Reseller Partner Terms) to execute this MSP Appendix. Except as modified by this MSP Appendix, all terms and conditions of the Agreement and Appendix A apply to Partner’s Managed Services activities. In the event of a conflict between this MSP Appendix and Appendix A, this MSP Appendix will govern with respect to the subject matter of this MSP Appendix.

DEFINITIONS
1. “Managed Services” means the ongoing operation, monitoring, maintenance, optimization, and administration of the Products and Services by Partner on behalf of End Customers, including configuration management, performance tuning, patching, upgrades, backup and recovery, and incident response.
2. “MSP Subscription” means a master subscription to the Products and Services procured by Partner under an Order Form for the purpose of delivering Managed Services to End Customers.
AUTHORIZATION AND SCOPE
1. MSP Authorization. Subject to the terms and conditions of this Agreement, YugabyteDB authorizes Partner to provide Managed Services to End Customers within the Territory using the Products and Services. Partner may resell Products and Services directly to End Customers under Appendix A and simultaneously provide Managed Services in connection with such Products and Services.
2. Scope of Managed Services. Partner is responsible for the day-to-day operation and administration of the Products and Services deployed for its End Customers, including monitoring, patching, performance tuning, backup and recovery, security configuration, and incident triage. Partner will perform Managed Services in accordance with industry-standard practices and any service-specific requirements published by YugabyteDB in the Documentation or Partner Portal.
3. Restrictions. Partner will not modify, reverse engineer, or create derivative works of the Products and Services beyond the configuration and administration activities described in Section 2.2. Partner will not use the Products and Services to provide managed database services to End Customers using a competing database product without YugabyteDB’s prior written consent.
PROVISIONING AND ACCESS
1. MSP Provisioning. Notwithstanding Section A.1.5 of Appendix A, YugabyteDB will provision MSP Subscriptions to Partner (rather than directly to End Customers). Partner is responsible for provisioning, configuring, and managing End Customer environments within the MSP Subscription. YugabyteDB will provide Partner with the administrative tools and access necessary to manage End Customer deployments under the MSP Subscription.
2. End Customer Onboarding. Partner will maintain a current list of End Customers receiving Managed Services and will provide this list to YugabyteDB upon request. Partner will notify YugabyteDB within ten (10) business days of adding or removing an End Customer from Partner’s Managed Services portfolio.
3. End Customer EULA. Partner remains responsible for binding each End Customer to the then-current EULA in accordance with Section A.1.2 of Appendix A. If the nature of the Managed Services arrangement is such that the End Customer does not directly access or interact with the Products and Services, Partner will nonetheless ensure that each End Customer has agreed to the EULA or that Partner’s agreement with the End Customer contains terms at least as protective of YugabyteDB’s rights as the EULA.
SUPPORT
1. Partner Support Obligations. Partner will provide first-level and second-level technical support to End Customers for the Products and Services delivered under Managed Services. This includes initial diagnosis, troubleshooting, configuration assistance, and resolution of issues within Partner’s operational scope.
2. Escalation to YugabyteDB. Partner will escalate to YugabyteDB any issues that Partner cannot resolve through its own support resources, including product defects, platform outages not attributable to Partner’s configuration, and issues requiring access to YugabyteDB’s source code or internal systems. YugabyteDB will provide Partner with access to its technical support team in accordance with the applicable support plan.
3. Certifications. In addition to the certification requirements in Section A.3.3 of Appendix A, Partner will maintain at least one (1) Certified Technical Professional with demonstrated competence in YugabyteDB operations and administration, as specified in the Program Guide. This individual must be available to support Managed Services End Customers during Partner’s published business hours.
SERVICE LEVELS AND OPERATIONAL STANDARDS
1. Partner SLAs. Partner is solely responsible for the service level commitments it makes to its End Customers in connection with Managed Services. YugabyteDB’s obligations to Partner are limited to those set forth in the applicable support plan and Order Form. Partner will not make service level commitments to End Customers that exceed or conflict with the service levels YugabyteDB provides to Partner.
2. Security. Partner will implement and maintain administrative, technical, and physical security measures appropriate to the nature of the Managed Services and the sensitivity of the data processed. Partner will comply with YugabyteDB’s security requirements as published in the Documentation or Partner Portal. Partner will notify YugabyteDB within twenty-four (24) hours of discovering any security incident that affects or may affect the Products and Services or End Customer data.
DATA AND PRIVACY
1. Data Handling. Partner acknowledges that in providing Managed Services, Partner may access, process, or store End Customer data. Partner will handle all End Customer data in accordance with applicable data protection laws, the Agreement (including Section 5), and any applicable Data Protection Agreement between the parties.
2. Data Ownership. As between Partner and YugabyteDB, End Customer data remains the property of the End Customer. Neither Partner nor YugabyteDB acquires any ownership interest in End Customer data by virtue of this MSP Appendix.
FEES AND ECONOMICS
1. MSP Pricing. Pricing for MSP Subscriptions will be set forth in the applicable Order Form. MSP Subscription pricing may differ from the standard reseller discounts in Section A.2.2 of Appendix A and will be negotiated on a per-Order-Form basis.
2. End Customer Pricing. Partner is free to set its own pricing to End Customers for Managed Services. Partner may bundle the cost of the Products and Services with its Managed Services fees in its agreements with End Customers.
LIABILITY
1. Operational Responsibility. Partner is responsible for the performance of the Managed Services it provides to End Customers, including any failures attributable to Partner’s configuration, administration, or operational practices. YugabyteDB is responsible for defects in the Products and Services as set forth in the Agreement.
2. End Customer Claims. Partner will defend and hold harmless YugabyteDB from any claims by End Customers arising from Partner’s provision of Managed Services, except to the extent such claims arise from a defect in the Products and Services or a breach by YugabyteDB of its obligations under the Agreement.
TERM
1. Term. This MSP Appendix is co-terminous with Appendix A. Termination or expiration of Appendix A automatically terminates this MSP Appendix. YugabyteDB may terminate this MSP Appendix independently of Appendix A upon thirty (30) days’ written notice if Partner fails to meet the certification or operational requirements of this MSP Appendix and does not cure within the notice period.
2. Effect of Termination. Upon termination of this MSP Appendix, Partner will cease providing Managed Services to new End Customers. Existing Managed Services arrangements will continue through their contracted terms (not to exceed twelve (12) months from the date of termination), during which time Partner will cooperate with YugabyteDB to transition End Customer environments to YugabyteDB or to another authorized MSP partner.