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Actionable news in TNGO: Tangoe, Inc.,

Tangoe: This Strategic Partnership Agreement (This Agreement

The following excerpt is from the company's SEC filing.

), is between Tangoe, Inc., with principal offices located at 35 Executive Blvd., Orange, CT 06477 (

) and Vodafone US Inc., with offices located at 560 Lexington Ave, 8th Floor New York, NY 10022 (

), and is dated April 2, 2016. This Agreement will be effective on the Effective Date.

Definitions

Affiliate

means, as to any person or entity, any other person or entity that controls (i.e. possesses the power to direct or cause the direction of management and policies of an entity whether through ownership of voting securities, by contract, or otherwise), is controlled by or is under common control with such person or entity.

Assigned Software IP

has the meaning set forth in that certain Intellectual Property Agreement between Tangoe and Vodafone dated as of the Effective Date.

Assurances

means assurance of Products, Services or Documentation by Vodafone where the applicable Assurance Criteria are satisfied following testing in accordance with the applicable ATP and Assured shall be construed accordingly.

Assurance Criteria

means the pass/fail criteria for Assurance agreed in writing between Vodafone and Tangoe.

means as agreed between Tangoe and Vodafone, the assurance process of testing, measurement, examination and other verification used to determine whether Products, Services or Documentation comply with the Standards.

Claims

means any action, claim, demand, proceeding, loss, damage, cost, fine, expense and other liability of whatever nature (whether foreseeable or contingent or not) including the costs relating to any dispute, third party claims, claims for any breach of contract, negligence, fraud, wilful misconduct, breach of statutory duty or other heads of claim and however suffered, incurred or sustained, and court and legal costs assessed on an attorneyclient basis and other professional costs and expenses.

Customer

means an end user customer that subscribes to the Products or Services through Vodafone, including both New Customers and Initial Customers.

means documentation necessary to make effective use of the Services, and as generated as an output of the Services.

means the Closing Date (as such term is defined in the MTA) of the transactions contemplated by the MTA.

Force Majeure Event

means an event beyond a partys control, including: (i) extreme abnormal weather conditions; (ii) nuclear, chemical or biological contamination; (iii) war, civil commotion or terrorist attack; (iv) interruption or failure of a utility service including electric power, gas or water; (v) acts of God, floods or earthquakes; (vi) failure of the internet or (vii) the imposition of a sanction, embargo or breaking off of diplomatic relations.

Initial Customers

means Customers of Vodafone that have a contractual arrangements for Services that are effective on the day immediately preceding the Effective Date and which are identified on Exhibit B.

Intellectual Property Rights

means: (i) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including goodwill associated with any trademarks or trade and business names), copyright and related rights, moral rights, databases, domain names, semi-conductor and other topography rights and utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection in any part of the world; (ii) rights in the nature of unfair competition rights and to sue for passing off and for past infringement; and (iii) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information.

means that certain Master Transaction Agreement between Vodafone and Tangoe dated April 2, 2016.

New Customers

means any Customers of Vodafone that enter into a contractual arrangement for Services on or after the Effective Date.

Vodafone Network

means the telecommunications network, information technology network, business systems and ancillary systems operated by any VGC.

Vodafone Polices

means the latest versions of the following policies available at i A1 Business Principles; (ii) A2 Code of Ethical Purchasing; (iii) A3 Health and Safety; (iv) A4 Supplier Expenses; (v) A5 Supplier Assistance with Law Enforcement; (vi) A6 Business Continuity; (vii) A7 Information Security; (viii) A8 Quality Assurance; (ix) A9 Sanctions and Export Control.

Personal Data

has the meaning set out in Vodafones standard data processing agreement.

means: (i) a

Vodafone Group Company

(meaning Vodafone Group Plc., and any body corporate, partnership or unincorporated association carrying on a trade or business, with or without a view to profit, in respect of which Vodafone Group Plc. owns (directly or indirectly) at least fifteen per cent (15%) of the issued share capital, or interest in the partnership or unincorporated association; and (ii) a

Vodafone Market

meaning a person and subsidiaries of that person operating a telecommunications business, which is not a Vodafone Group Company, with which: (1) Vodafone Group Plc. (or a Vodafone Group Company) has in place a co-operation agreement in relation to, among other things, the implementation of certain mobile telecommunications products and services; and/or (2)

Vodafone Group Plc. (or a Vodafone Group Company) has in place a brand license agreement in relation to, among other things, the branding of mobile telecommunications products and services.

means the telecommunications expense and mobile device management software as developed, manufactured, marketed or licensed by Tangoe during the Term.

Processing

shall have the meaning set out in Vodafones standard data processing agreement.

Requirements

means with respect to Services or Documentation, the requirements documents (if any) prepared by or on behalf of Vodafone and agreed between the Parties in writing.

Schedules

means the document agreed by the parties setting out as applicable the Services and Documentation to be provided by Tangoe under the terms of this Agreement.

means the web-based mobile communications and telecommunications expense management services and other strategic consulting services as offered and provided by Tangoe during the Term to its partners and customers and, including Vodafone.

means the service level agreement for a Service, as set out under the heading Service Level Agreement in a SOW or Schedule or otherwise.

Specifications

means, as agreed between Vodafone and Tangoe: (i) any specifications developed for the purpose of elaborating on, clarifying or satisfying the Requirements; or (ii) Tangoes standard Service Documentation setting out the functionality and related technical detail applicable to the Services.

Standards

means any standards set out or referred to in the Requirements or the Specifications.

Territory

means worldwide.

Appointment; License Grant

Tangoe hereby grants to

and Vodafone hereby accepts, subject to the terms and conditions of this Agreement, a non-exclusive, royalty-free, fully paid-up, renewable right and license during the Term to sell and distribute the Products, Documentation and/or Services directly to its Customers, prospective Customers and others in the Territory. Vodafones appointment to sell the Products and Services may be subject to training and/or specialization requirements as mutually agreed in advance by the parties in writing. Vodafone shall not utilize the Products for its own internal business use except pursuant to a separate agreement for that purpose.

Preferred Provider Status

During the Term of this Agreement, Tangoe will be VGCs preferred provider of fixed and mobile telecommunications expense management technology and services to its customers

and prospective customers worldwide and VGC will use commercially reasonable efforts to market and promote the Products and Services to its customers and prospective customers. For purposes of this Agreement, Preferred Provider means that VGC will give first and preferential consideration to Tangoe when marketing or making proposals to a VGC customer or prospective customer for fixed and mobile telecommunications expense management technology and services unless (i) Tangoe is unable to meet Vodafones commercially reasonable business and pricing needs; or (ii) the customer requires that services be provided by another provider, such request not to be solicited by Vodafone.

Tangoe and Vodafone shall jointly prepare a marketing and sales program to promote the Products and Services among VGCs marketing organizations and sales force. This program shall include but is not limited to marketing launch, marketing materials, business solution materials, support documentation, sales launch program, road shows and training sessions. Tangoe will provide the required material and resources to support Vodafone and each VGC in this effort and Tangoe shall maintain a support organization to fulfill these requirements. The parties agree to meet quarterly to review the partnership, the marketing and sales program and to create a business plan for mutual success.

Except for the designation of Tangoe as the Preferred Provider as provided for in this Section 3, the relationships established by this Agreement are not exclusive in any way

Tangoe Obligations

Tangoe shall: (i) not at the time of this Agreement or accepting a Schedule be involved in any litigation, process, contract or investigation that would have a material impact on its ability to perform its obligations; (ii) at all times obtain and maintain all permissions, licenses and consents necessary for it to perform its obligations; (iii) not infringe the rights of a third party in the performance of its obligations; (iv) comply with the Vodafone Policies; and (v) at all times remain in compliance with applicable law in its performance of its obligations hereunder. Both parties acknowledge and agree that any reference in Vodafone Policies to ISO accepted standards apply at the data center level and not at the Products and Services level.

Tangoe shall: (i) comply with all applicable laws in connection with the Processing of Personal Data and shall establish and maintain internal policies and procedures designed to ensure compliance with such laws; (ii) where Tangoe will Process Personal Data, enter into Vodafones standard data processing agreement with Vodafone (and any relevant VGC) including the relevant appendix completed to Vodafones satisfaction and Tangoe shall at all times comply with the terms and conditions of all such data processing agreements; and (iii) carry out such Processing in accordance with the terms of such data processing agreement before it enters into it. If Tangoe breaches the obligations in this Section 4 it shall indemnify Vodafone against any costs, claims and liabilities arising as a result of the breach. If Tangoe is required under the United States of America Patriot Act 2001 or similar legislation to provide Personal Data of Vodafone customers to a government authority of the United States of America and such provision causes Vodafone to breach data protection laws and regulations in one or more member states of the European Union, Tangoe shall indemnify Vodafone against any costs, claims and liabilities arising as a result of the breach.

Tangoe shall: (i) provide Vodafone with catalogue information and other information in relation to the Services and Documentation and the performance of Tangoes obligations in

this Agreement, to the extent such information is readily available in the course of Tangoes operations; (ii) ensure that all Documentation provided and where applicable, any training given to Vodafone is sufficient to enable Vodafone to make full and proper use of the applicable Products and Services; (iii) keep comprehensive records to evidence compliance with obligations, preserve these records for at least 3 years from creation (or longer if required by Applicable Law) and permit Vodafone and its representatives (giving reasonable assistance where requested) to inspect and copy them; and (iv) permit Vodafone and its representatives to inspect relevant equipment, premises and to observe the performance of any Products and Services and the production of any Documentation. In each case, such provision of information, access or inspection shall: (i) be on reasonable notice; and (ii) be subject to reasonable arrangements to ensure that duties of confidentiality on the part of Tangoe to their other clients and third parties are preserved.

Tangoe shall: (i) not knowingly or intentionally introduce a Virus into any Product, Services or the Vodafone Network; (ii) take precautions in accordance with industry best practice to ensure that no Virus is contained in any Product or Services; (iii) immediately report to Vodafone if Tangoe finds a Virus in any Product or Services, and provide all information reasonably requested by Vodafone in relation to the Virus; and (iv) where a Virus is contained in any Product or Services or is introduced by Tangoe into the Vodafone Network, promptly take all steps necessary as authorized by Vodafone to support Vodafone in eliminating the Virus and if the presence of the Virus results in a loss of data or has a negative impact on the operation of the affected Product, Services or the Vodafone Network, mitigate the loss and take all steps necessary as requested by Vodafone to support Vodafone in restoring the data and ensuring the restored operation of the affected Product, Services or the Vodafone Network. If Tangoe breaches the obligations in this clause it shall indemnify Vodafone against any costs claims and liabilities arising as a result of the breach; provided that Tangoe will have no liability to Vodafone or any third party to the extent a breach of the obligations in this clause arises out of or is in any manner attributable to the Assigned Software IP.

Tangoe shall: (i) effect and maintain in force a liability insurance policy with a limit of not less than $1,000,000 per claim and $10,000,000 in the annual aggregate and which provides coverage for Vodafone in like manner to the insured; (ii) effect and maintain in force a professional indemnity (errors and omissions) insurance policy with a limit of not less than $2,000,000 per claim and $2,000,000 in the annual aggregate; and (iii) maintain the insurances for 3 years after termination of this Agreement. Tangoe may satisfy liability insurance basic coverage limits through any combination of primary insurance and umbrella liability insurance.

Customer Schedules; Customer Agreements

Vodafones resale of the Products and Services shall be evidenced by and subject to Tangoe and Vodafone signing one or more Customer-specific Schedules. To the extent of a conflict between the terms of this Agreement and any Schedule, the terms of this Agreement shall control.

Pricing will be mutually agreed by Vodafone and Tangoe and set forth in the appropriate Schedule. Notwithstanding the foregoing, unless otherwise agreed between Tangoe and Vodafone, Tangoes pricing to Vodafone for Products and Services to be offered to each

Customer first obtained after the Effective Date will be at least twenty percent (20%) less than the amount at which Tangoe would price the same Products and Services if it were selling directly to such Customer rather than through Vodafone.

Notwithstanding 5.a, effective as of the Effective Date, Tangoe will provide Vodafone with the Products and Services set forth on Exhibit B hereto and incorporated herein, for the Customers identified on Exhibit B (the Initial Customers). The specific terms and conditions, including tasks and responsibilities, ATP and Assurance Criteria, SLAs including SLA credits, and fees governing Tangoes provision of the Products and Services to the Initial Customers are set forth on Exhibit B; provided that the tasks and responsibilities, SLAs and fees for the Products and Services for each Initial Customer shall be substantially the same as those contained in Vodafones existing contractual agreement with each such Initial Customer.

Basic Rights and Obligations

Within ten (10) days after the Effective Date, each party shall provide the other party with the name, address (physical and electronic mail) and other relevant information of an individual that shall serve as such partys contact person for all day to day matters arising out of or relating to this Agreement (each such individual, a

Contact Person

). Either party may change its own Contact Person at any time upon written notice to the other...


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