PARTNERING AGREEMENT

This agreement is used in joint ventures, and it covers the scope of services, payment terms , rights, etc.

THIS PARTNERING AGREEMENT (this "Agreement") , is entered into on _____________________, by and between The VAR Corporation ("VAR") and The XYZ Corp. Corporation ("XYZ Corp.").

WHEREAS, XYZ Corp. represents that it has expertise in the area of [specify area of expertise of which partner is sought] , and is ready, willing, and able to provide assistance in that area to VAR and to the client of VAR (the "Client") on the terms and conditions set forth herein; and

WHEREAS, VAR, in reliance on XYZ Corp.'s representations, is willing to engage XYZ Corp. as an independent contractor, and not as an employee, partner or joint venturer, on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the obligations herein made and undertaken, the parties, intending to be legally bound, covenant and agree as follows:

Section 1

SCOPE OF SERVICES

1.1   XYZ Corp. shall provide consulting services (the "Services") in _________________________ [specify area of expertise of which partner is sought] , which are more fully described in Exhibit A attached hereto. XYZ Corp. shall render the Services and deliver the required reports and other deliverables ("Deliverables") in accordance with the timetable and milestones set forth in Exhibit A. If XYZ Corp. anticipates at any time that it will not reach one or more milestones or complete one or more assignments within the prescribed timetable, XYZ Corp. shall immediately so inform VAR by written notice, submit proposed revisions to the timetable and milestones that reflect XYZ Corp.'s best estimates of what can realistically be achieved, and continue to work under the original timetable and milestones until otherwise directed by VAR. XYZ Corp. shall also prepare and submit such further reports of its performance and its progress as VAR may reasonably request from time to time.

1.2   VAR shall provide for itself such resources as shall be necessary to perform the services called for by this Agreement.

1.3   VAR shall, within ten days of receipt of each Deliverable submitted to VAR, advise XYZ Corp. of the acceptance or rejection by VAR of such Deliverable. Any rejection shall specify the nature and scope of the deficiencies in such Deliverable. XYZ Corp. shall, upon receipt of such a notice of rejection, act diligently to correct such deficiencies. The failure of VAR to provide such a notice of rejection within such period shall constitute acceptance by VAR of said Deliverable.

1.4   The Services shall be performed at XYZ Corp.'s facilities unless VAR or the Client require otherwise and the Services shall be performed in a workmanlike and professional manner by employees of XYZ Corp. having a level of skill in the area commensurate with the requirements of the scope of work to be performed.

1.5   Anything herein to the contrary notwithstanding, the parties hereby acknowledge and agree that neither VAR nor the Client shall have no right to control the manner, means, or method by which XYZ Corp. performs the Services called for by this Agreement. Rather, VAR and the Client shall be entitled only to consult with respect to the elements of the Services to be performed by, and to review and assess the performance of the Services by XYZ Corp. for the limited purposes of assuring that the Services have been performed and confirming that such results are satisfactory.

Section 2

TERM OF AGREEMENT

2.1   This Agreement shall commence on the date specified in Exhibit A, and unless modified by mutual agreement of the parties or terminated earlier pursuant to the terms of this Agreement, shall continue until the completion of the Services set forth in Exhibit A.

2.2   This Agreement may be terminated by either party upon 30 days' prior written notice, if the other party breaches any material term hereof and the breaching party fails to cure such breach within the 30-day period.

2.3   Upon termination of this Agreement for any reason XYZ Corp. shall promptly return to VAR all copies of any data, records, or materials of whatever nature or kind, belonging to VAR or to the Client, including all materials incorporating the proprietary information of VAR or the Client.

2.4   Within 30 days of termination of this Agreement for any reason, XYZ Corp. shall submit to VAR an itemized invoice for any fees or expenses previously accrued under this Agreement. VAR, upon payment of accrued amounts so invoiced, shall thereafter have no further liability or obligation to XYZ Corp. whatsoever for any further fees, expenses, or other payment.

Section 3

FEES, EXPENSES, AND PAYMENT

3.1   In consideration of the services to be performed by XYZ Corp., VAR shall pay XYZ Corp. the fees set forth in Exhibit A attached hereto.

3.2   In addition to the foregoing, VAR shall pay XYZ Corp. its actual out-of-pocket expenses, approved in advance by VAR, which are reasonable and necessary for XYZ Corp. to incur in furtherance of its performance hereunder. XYZ Corp. will provide VAR with access to such original receipts, ledgers, and other records as may be reasonably appropriate for VAR or the Clients or the accountants of both or to verify the amount and nature of any such expenses.

3.3   If XYZ Corp. terminates this Agreement because of the breach of VAR, XYZ Corp. shall be entitled to a pro rata payment for work in progress based on the percentage of work then completed. No such pro rata payment shall be made if VAR terminates this Agreement because of the breach of XYZ Corp.

3.4   The fees and charges of XYZ Corp. for any follow-on or additional work not covered in the scope of work described in Exhibit A shall be performed at the then-current rates for such work charged by XYZ Corp. to its best customers.

3.5   VAR shall pay all fees and expenses owing to XYZ Corp. hereunder within 30 days after VAR has received payment from the Client therefor.

Section 4

RIGHTS IN DATA

4.1   All right, title, and interest in and to the programs, systems, data, or materials utilized or produced by XYZ Corp. in the performance of the Services shall remain the property of XYZ Corp..

4.2   All right, title, and interest in and to all Deliverables, including all rights in copyright that may subsist therein, shall belong to VAR. XYZ Corp. shall mark all Deliverables with the copyright or other proprietary notice of VAR. XYZ Corp. hereby assigns to VAR all right, title, and interest, in and to all Deliverables, including all rights in copyright that may subsist therein to VAR and will execute any documents of assignment or registration of copyright requested by VAR respecting any and all Deliverables.

4.3   All right, title, and interest in and to any programs, systems, data, and materials furnished to XYZ Corp. by VAR or the Client are and shall remain the property of VAR or the Client as the case may be.

  Section 5

PROPRIETARY INFORMATION

5.1   XYZ Corp. acknowledges that in order to perform the Services called for in this Agreement, it shall be necessary for VAR to disclose to XYZ Corp. certain Trade Secrets that have been developed by VAR or the Client, as the case may be, at great expense and that have required considerable effort of skilled professionals. XYZ Corp. further acknowledges that the Deliverables will of necessity incorporate such Trade Secrets. XYZ Corp. shall not disclose, transfer, use, copy, or allow access to any such Trade Secrets to any employees or to any third parties, excepting those who have a need to know such Trade Secrets consistent with the requirements of this Agreement and who have undertaken a written obligation of confidentiality and limitation of use. In no event shall XYZ Corp. disclose any such Trade Secrets to any competitors of VAR.

5.3   As used herein, the term "Trade Secrets" shall mean any scientific or technical data, information, design, process, procedure, formula, or improvement that is commercially valuable to and not generally known to the general public or the competitors of VAR or the Client as the case may be. The obligations set forth in Sections 5.1 shall survive the termination of this Agreement and continue for so long as the material remains a Trade Secret.

  Section 6

WARRANTIES

6.1   VAR warrants that it owns all right, title, and interest in and to any programs, systems, data, or materials furnished to XYZ Corp. hereunder.

6.2   XYZ Corp. warrants that:

a.   It is the lawful owner or licensee of any software programs or other materials used by it in the performance of the Services.

b.   It possesses the skill and experience necessary for performance of the Services;

c.   The Services provided hereunder will be performed to the best of its ability in a professional manner and in accordance with then-current standards of the data processing profession;

d.   All software, documentation, and other work product produced hereunder will be the original development of XYZ Corp. and will not infringe upon or constitute a misappropriation of any patent, copyright, trade secret, trademark or other proprietary rights of any third party; if XYZ Corp. elects to use or incorporate in any software to be produced any components or other copyrighted expression of a system already existing, XYZ Corp. will first notify VAR, who, after whatever investigation VAR may elect to make, may direct XYZ Corp. not to so use or incorporate any such components; if VAR does not object, XYZ Corp. may use or incorporate such components, at the sole expense of XYZ Corp., after obtaining the written consent of the party owning the same and furnishing a copy thereof to VAR; in all events, such components shall be similarly warranted (except for originality) by XYZ Corp. and XYZ Corp. will arrange to transfer title, or the perpetual royalty-free license to use, copy, modify, and distribute such components to VAR for purposes of this Agreement, and will indemnify VAR and the Client in the manner aforesaid, with respect thereto;

e.   Without limitation as to time, any software developed for VAR or the Client, will not contain any code, instructions, data or functions (including but not limited to viruses, worms, date bombs, or time bombs), the purpose of which is to maliciously cause the software to cease operating, or to damage, interrupt, interfere with or hinder the operation of the software, the system in which it resides, or any other software or data on such system;

f.   All software developed by XYZ Corp. hereunder, will be substantially free from defects and errors, will operate properly, and will conform to the specifications and the other requirements for the software; for a period of one (1) year after the date such software is accepted by VAR or the Client (as evidenced by the appropriate sign-offs indicating that programs conform to the specifications of VAR or the Client), XYZ Corp. will, without additional charge to VAR, immediately correct any problems or defects discovered in such software and reported to XYZ Corp. by VAR or the Client;

g.   In each case, each component of any software that creates, accepts, displays, stores, retrieves, accesses, recognizes, distinguishes, compares, sorts, manipulates, processes, calculates or otherwise uses dates or date-related data can do so accurately, without operating defects, using dates in the 20th and 21st centuries, and will not be adversely affected by the advent of the year 2000, the advent of the 21st century or the transition from the 20th century through the year 2000 and into the 21st century; and

h.   Its signing of this Agreement and the performance of Services hereunder is not and will not be in violation of any other contract, agreement or understanding to which it is a party.

[There may be additional warranties that are appropriate in the circumstances of any particular transaction. This is not, by any means, an exhaustive list of all software or computer consulting warranties.]

Section 7

INDEMNIFICATION

XYZ Corp. hereby indemnifies and agrees to hold harmless VAR and the Client from and against any and all claims, demands, and actions, and any liabilities, damages, or expenses resulting therefrom, including court costs and reasonable attorney fees, arising out of or relating to the Services, the warranties made by XYZ Corp. pursuant to Section 6.2 hereof and the nondisclosure undertakings of Section 5.1 hereof. XYZ Corp.'s obligations under this Section 8.1 shall survive the termination of this Agreement for any reason.

Section 8

MISCELLANEOUS

8.1   XYZ Corp. shall not assign, transfer, or subcontract this Agreement or any of its obligations hereunder without the prior written consent of VAR.

8.2   This Agreement shall be governed and construed in all respects in accordance with the substantive laws of the State of , and all litigation arising out of this Agreement shall be commenced in the state or federal courts sitting in .

8.3   The parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. VAR shall not be liable for any debts, accounts, obligations, or other liabilities whatsoever of XYZ Corp. including (without limitation) XYZ Corp.'s obligation to withhold Social Security and income taxes for itself or any of its employees.

8.4   All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act on a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought.\

8.5   All notices and demands of any kind or nature which either party to this Agreement may be required or may desire to serve upon the other in connection with this Agreement shall be in writing and may be served personally or (as an alternative to personal service) by prepaid registered or certified United States mail or by private mail service (e.g., Federal Express or DHL), in either case to the following addresses:

If to VAR:
_________________________
_________________________
_________________________
_________________________
Attn:_________________ 

If to XYZ Corp.:
_________________________
_________________________
_________________________
_________________________
Attn: _________________

Service of such notice or demand so made shall be deemed complete on the day of actual delivery as shown by the addressee's registry or by carrier or other certification receipt or at the expiration of three (3) days after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other parties as aforesaid, designate a different mailing address or a different person to which following such service all further notices or demands are thereafter to be addressed.

8.6   This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, on the date and year first above written.

The VAR Corporation:

By:_________________________
Title:______________________

XYZ Corporation:

By:_________________________
Title:______________________

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EXHIBIT A

The Services

Start Date

Detailed Description of the Services

Time Table

Milestones

Fees

The VAR Corporation:

By:_________________________
Title:______________________

XYZ Corporation:

By:_________________________
Title:______________________

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