Partnership Agreement

elDoc Master Reseller Partnership Agreement 

This Master Reseller Partnership Agreement (hereinafter referred to as the “Agreement”) is entered into by and between elDoc Limited (hereinafter referred to as “elDoc”) and the Partner (each a “Party” and collectively, the “Parties”), effective as of the date on which the Partner provides its consent by executing the Partnership Schema for the resale of the elDoc – Document Excellence Platform (hereinafter referred to as the “Software”).

1. GENERAL TERMS

1.1 Grant of Rights: elDoc hereby grants to the Partner a limited, non-exclusive, non-transferable, non-sublicensable right to market and resell the Software, strictly in accordance with the terms of this Agreement.

1.2 Partnership Schema: The specific terms applicable to the Partner, including remuneration, benefits, and other commercial terms, shall be detailed in a separate Partnership Schema, executed by the Partner and deemed an integral part of this Agreement.

1.3 Intellectual Property: The Partner acknowledges that the Software is the exclusive proprietary property of elDoc. This Agreement does not transfer to the Partner or any End User any ownership or title to the Software. All rights not expressly granted herein are reserved by elDoc.

1.4 EULA Applicability: Provisions relating to intellectual property rights, use restrictions, liabilities, support procedures, terminology, and related matters are governed by the elDoc End User License Agreement (EULA) available at: https://docs.eldoc.online/latest/en/license-agreement, which is incorporated by reference into this Agreement and applies to the Partner where referenced herein.

1.5 Training and Conduct: The Partner shall ensure its personnel are appropriately trained and capable of professionally performing all tasks related to Software resale. The Partner shall refrain from any conduct that may harm the reputation or goodwill of elDoc or the Software.

1.6 Warranty and Commitments: The Partner shall not offer or make any warranties, representations, or commitments regarding the Software beyond those expressly authorized in writing by elDoc. The Partner assumes full responsibility for any additional representations made to End Users.

1.7 Legal Compliance: The Partner shall comply with all applicable laws, regulations, and licensing requirements in all jurisdictions where it operates. The Partner is responsible for obtaining any necessary export/import authorizations, where required.

1.8 Authorization to Quote and License: elDoc shall issue price quotations or grant Software licenses only to Partners who have been duly authorized by elDoc and have executed the applicable Partnership Schema. Unauthorized partners shall not receive pricing, commercial offers, or license certificates.

2. CONFIDENTIAL INFORMATION

2.1 Definition: “Confidential Information” shall include any non-public, proprietary, or sensitive information disclosed by one Party to the other, in oral, written, or electronic form, including but not limited to business strategies, software (including source code and object code), documentation, technical data, customer and prospect information, financial data, marketing plans, pricing, and other commercially valuable information.

2.2 Obligations: Each Party agrees to use Confidential Information solely for the purposes of fulfilling its obligations under this Agreement, and to safeguard such information with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care. Disclosure shall be limited to personnel with a need to know for the purpose of this Agreement and who are bound by similar confidentiality obligations.

2.3 Exclusions: Confidential Information shall not include information that:

  • is or becomes publicly available through no fault of the receiving Party;

  • was in the receiving Party’s possession without restriction before receipt from the disclosing Party;

  • is disclosed to the receiving Party by a third party lawfully and without breach of any confidentiality obligation;

  • is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.

2.4 Survival: The confidentiality obligations under this clause shall survive termination of this Agreement for a period of three (3) years.

3. TERMINATION

3.1 Either Party may terminate this Agreement upon written notice to the other Party if:

  • (i) the other Party breaches any material obligation under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof; or

  • (ii) the other Party becomes insolvent, initiates bankruptcy or dissolution proceedings, or ceases to conduct business in the ordinary course.

4. GOVERNING LAW AND DISPUTE RESOLUTION

4.1 This Agreement, and any Partnership Schema executed pursuant hereto, shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

4.2 Any dispute, controversy, or claim arising out of or relating to this Agreement which cannot be amicably resolved by the Parties shall be submitted to the exclusive jurisdiction of the courts of Hong Kong.

5. AMENDMENTS AND UPDATES

5.1 elDoc may periodically revise this Agreement, including to incorporate country-specific or partner-specific provisions. Any such revisions will be made by publishing an updated version of the Agreement on the elDoc website.

5.2 The Partner is responsible for reviewing the Agreement regularly. Continued participation in the Partnership Program constitutes acceptance of the updated terms.


Last modified: June 04, 2025