This MongoDB Technology Partner Addendum (“Addendum”) is incorporated into and forms a part of the MongoDB Partner Program Agreement between you and MongoDB (“Partner Agreement”). Partner wants to develop and market an Integration and MongoDB wants to assist Partner's development of the Integration. The Partner Agreement as modified by this Addendum sets forth the terms applicable to the Integration developed and maintained by Partner.
1. Definitions. Any capitalized terms that are not defined in this Addendum have the meaning provided in the Partner Agreement.
a. “End User” means an end customer that uses the Integration.
b. “Integration” means the integration developed by Partner between MongoDB Technology and Partner Technology.
c. “MongoDB Technology” means MongoDB’s software or cloud services for which Partner builds the Integration and any subsequent versions or releases, excluding any open source software components.
d. “Partner Technology” means Partner’s software or cloud services for which Partner builds the Integration and any subsequent versions or releases, excluding any open source software components.
2. Integration and Testing Obligations.
a. Partner may develop an Integration. Partner will test the interoperability and security of the Integration between Partner Technology and MongoDB Technology using a test suite provided by MongoDB or, if none is provided, using industry-standard testing practices. Partner will document the results of the testing in writing and promptly provide the results to MongoDB.
b. MongoDB may perform its own testing of the Integration.
c. For any Integration, Partner will maintain and regularly test the interoperability and security of the Integration with subsequent releases of Partner Technology or MongoDB Technology during the Term.
d. Upon MongoDB’s written request, Partner will promptly provide results of such testing to MongoDB. Partner will promptly resolve any issues identified by MongoDB, re-perform the testing of the Integration, and provide the results to MongoDB.
e. MongoDB may provide specifications or implementation guidelines applicable to the Integration (“Integration Guidelines”). Partner will implement and maintain the Integration in accordance with the Integration Guidelines and any updates made by MongoDB.
3. Cost Allocation. Each party will be responsible for its own expenses in performing its obligations under this Addendum. Neither party is authorized to resell or accept orders of the other party’s products under this Addendum.
4. Intellectual Property.
a. Partner, on behalf of itself and its Affiliates, grants to MongoDB during the Term a fully paid up, non-exclusive, royalty-free, non-transferable and non-sublicensable license to Partner Technology and Integration to test and demonstrate the Integration between the Partner Technology and MongoDB Technology.
b. MongoDB, on behalf of itself and its Affiliates, grants to Partner during the Term a fully paid up, non-exclusive, royalty-free, non-transferable and non-sublicensable license to MongoDB Technology to develop, test and demonstrate the Integration between the Partner Technology and MongoDB Technology.
c. MongoDB or its licensors retain all rights, title and interest in and to all intellectual property rights in MongoDB Technology. Except for the express limited rights set forth under this Addendum, no right, title or interest in any MongoDB Technology is granted to Partner.
d. Partner or its licensors retain all rights, title and interest in and to all intellectual property rights in Partner Technology. Except for the express limited rights set forth under this Addendum, no right, title or interest in any Partner Technology is granted to MongoDB.
e. Either party may give the other party feedback about the other party’s products (“Feedback”). A party may use Feedback for any purpose without obligation of any kind.
f. Each party agrees not to, and will not allow any third party to: (i) decompile, disassemble, translate, reverse engineer or attempt to derive source code from any portion of the other party’s Technology; (ii) copy or use the other party’s Technology in any manner except as expressly permitted in this Addendum or the Partner Agreement; (iii) transfer, sell, sublicense, rent, lease, or distribute the other party’s Technology except as expressly permitted in this Addendum or the Partner Agreement; (iv) directly or indirectly circumvent or violate the technical restrictions of the other party’s Technology; (v) remove any identification, proprietary, copyright or other notices in the other party’s Technology; (vi) modify or create a derivative work of any portion of the other party’s Technology; or (vii) publicly disseminate performance information about, or analysis of, the other party’s Technology, including benchmarking test results.
g. This is not a joint development agreement, and the parties do not intend to jointly develop, create, or own any intellectual property under this Addendum.
5. Support.
a. Partner and MongoDB will provide support in accordance with the MongoDB Technology Partner Support Guide available at https://www.mongodb.com/company/partners/technology-support-guide, which MongoDB may update from time to time.
6. Marketing
a. Partner will not market the Integration to End Users without MongoDB’s prior written approval, which MongoDB may withhold in its sole discretion.
b. The parties may agree to jointly promote the Integration.
7. Privacy and Security of End User Data Processed by Integration.
a. Partner will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of any End User data accessed or processed by Partner Technology and the Integration. Partner will comply with all applicable laws in providing the Integration and Partner Technology to its End Users.
b. MongoDB will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of any End User data accessed or processed by MongoDB Technology. MongoDB will comply with all applicable laws in providing MongoDB Technology to its End Users.
c. If Partner becomes aware of an event that leads to the unauthorized or accidental disclosure of, access to, destruction, loss, or alteration of End User data accessed or processed by Partner Technology and the Integration (“Security Incident”), Partner will notify MongoDB without undue delay but in no event more than 48 hours after becoming aware of the Security Incident. Partner’s notification shall include information about the affected systems and data to the extent available and contact information for requesting additional information from Partner. Partner will take commercially reasonable steps to contain, investigate, and remediate the Security Incident and will cooperate with MongoDB to the extent reasonably necessary for MongoDB to meet its own legal, contractual, and regulatory obligations. Partner is solely responsible for complying with Security Incident notification laws and third-party notification obligations applicable to Partner.
8. Representations and Warranties. Partner represents and warrants that it has the legal authority to enter into this Addendum. Partner further represents that: (a) it will collaborate and perform its obligations in accordance with the highest applicable professional standards in effect at the time of such performance, and in accordance with any applicable laws and rules (including all applicable U.S. and foreign anti-corruption laws and all applicable export control laws and regulations, and including applicable data protection laws and regulations), (b) its personnel are subject to agreements that secure MongoDB’s intellectual property rights and its own confidentiality obligations, (c) Partner Technology and the Integration do not violate or infringe any third party’s right, and (d) Partner will maintain appropriate terms of service or other applicable licenses that govern End Users’ rights to access the Partner Technology.
9. Indemnification.
a. Partner Indemnification. If a third party asserts a claim against MongoDB or its Affiliates that Partner Technology or the Integration infringes a third party’s intellectual property right (a “Claim Against Us”), Partner will defend MongoDB and its Affiliates against the Claim Against Us at Partner’s expense and indemnify MongoDB and its Affiliates from any damages, reasonable legal fees and costs finally awarded against MongoDB or its Affiliates to the extent resulting from the Claim Against Us or for amounts paid by MongoDB or its Affiliates to settle the Claim Against Us.
b. MongoDB Indemnification. If a third party asserts a claim against Partner that MongoDB Technology provided to you under this Addendum infringes a third party’s intellectual property right (a “Claim Against You”), MongoDB will defend Partner against the Claim Against You at MongoDB’s expense and indemnify Partner from any damages, reasonable legal fees and costs finally awarded against Partner to the extent resulting from the Claim Against You or for amounts paid by Partner to settle the Claim Against You. MongoDB will not be obligated to defend or indemnify Partner if the Claim Against You is based on any breach of this Agreement by Partner.
c. Indemnification Procedures. Each party will provide the other with prompt notice of any claim. The indemnified party’s failure to provide prompt notice to the indemnifying party relieves the indemnifying party of its obligation under this Section only to the extent that the failure to provide notice materially harms the indemnifying party’s ability to defend the claim. The indemnifying party will have sole control of the defense of the claim, including any settlement, providing the indemnifying party obtains the indemnified party’s consent before entering into any settlement. The indemnified party will provide the indemnifying party with reasonable cooperation in connection with the defense of the claim, and may participate in the defense at its own expense.
d. Any limitation of liability set forth in the Partner Agreement will not apply to this Section 9.
10. Term and Termination.
a. This Addendum begins on the date of the MongoDB email to you that accepts your registration to become a Technology Partner in our Partner Program and remains in effect until terminated in accordance with this Section 10. Either party may terminate this Addendum if the other party does not cure a material breach of this Addendum or the Partner Agreement within 15 days after being notified of the breach in writing. Either party may terminate this Addendum for convenience on 30 calendar days prior written notice. This Addendum automatically terminates if you assign or purport to assign this Addendum in violation of Section 12 of the Partner Agreement.
b. Except where this Addendum is terminated because either party has failed to cure a material breach of the Addendum or the Partner Agreement, a wind down period will begin on the effective date of termination and end ninety (90) days after that date (“Wind Down Period”). During the Wind Down Period: (a) the terms of this Addendum will continue to apply except that no new End Users may be onboarded to, provisioned for access to, or otherwise enabled to use the Integration; and (b) Partner will continue to allow the use of the Integration by existing End Users and will continue to support the Integration, in accordance with the terms of this Addendum and the applicable EULA. Upon expiration of the Wind Down Period: (a) all licenses and rights granted under this Addendum terminate, (b) Partner will cease offering the Integration to End Users, and (c) Partner will return or destroy MongoDB’s Confidential Information.
c. If either party terminates this Addendum for the other party’s uncured material breach of this Addendum or the Partner Agreement, the non-breaching party may, by written notice, elect a limited wind down period of up to thirty (30) days to protect existing End Users and enable an orderly transition (the “Limited Wind Down”). The Limited Wind Down is governed by the terms applicable to the Wind Down Period to the extent not inconsistent with this subsection.
d. Partner will not issue any communications to End Users or public statements regarding the Wind Down Period or Limited Wind Down without MongoDB’s prior written approval.
11. General. This Addendum with the Partner Agreement is the parties’ entire agreement relating to its subject. If any conflict exists between this Addendum and the Partner Agreement, this Addendum controls. We may amend this Addendum at any time by posting a revised version on this webpage or by otherwise notifying you by email. Amended terms of service become effective upon posting on the website or as stated in our email notice message. Provisions intended by their nature to survive termination of this Addendum will survive.