LAST REVIEWED AND UPDATED ON MAY 23, 2023
These SI Alliance Terms and Conditions, including the referenced Data Processing Agreement, are an integrated part of the SI Alliance Order Form entered into between Cognite and Partner (collectively referred to as the “Agreement”). Capitalized terms used herein shall have the meaning as set out in the SI Alliance Order Form and in Section 17 below.
1. Background
The purpose of the Agreement is to establish a framework for introducing the Parties’ products and services together to the market in the Territory and to pursue joint customers for the sale of Cognite’s products CDF and Cognite Applications, and Partner’s services as Cognite’s system integration partner in the Territory.The Agreement shall not apply to the sale or delivery by either Party of services or products to customers, or any co-development of intellectual property by the Parties, which must be documented in separate agreements. Unless otherwise is agreed, Partner shall contract directly with customers on the provision of any services by Partner, and Cognite shall contract directly with customers on the sale of subscriptions to CDF and Cognite Applications.
This Agreement is non-exclusive, and each Party shall at all times remain free to decline to pursue a specific opportunity in its discretion and may, subject to the terms of this Agreement, work with another product or services provider.
2. Partner Contributions and Benefits
The Partner hereby agrees:- To meet the On-the-Job Training Requirement and maintain the Technical Capacity and Sales Capabilities as set forth in the SI Alliance Order Form during the Term, and to provide any additionally agreed Partner Contributions as set out in the SI Alliance Order Form; and
- To use Commercially Reasonable Efforts to market Cognite and Cognite Technology to potential customers in the Territory during the Term for the purpose of generating customer leads.
Cognite shall use Commercially Reasonable Efforts to provide the Partner Benefits as further set forth in the SI Alliance Order Form.
The Parties shall cooperate in good faith and collaborate to pursue the purpose of this Agreement during the Term.
3. Marks and sales material
Each Party ( the “Licensor”) grants to the other Party (the “Licensee”) a non-exclusive, non-transferable, royalty-free, limited, and revocable license during the Term to use the Licensor’s Marks solely (a) in connection with the promotion of the Parties’ relationship and marketing of Cognite Technology and Partner’s system integration services, and (b) in accordance with any written guidelines provided by the Licensor, including any request from the Licensor to review the use of its Marks.The Licensee’s use of the Licensor’s Marks is for the sole benefit of the Licensor, and any goodwill arising from the Licensee's use of the Marks will inure to the benefit of the Licensor.
The Licensee shall not alter the Marks in any way or remove Marks from any materials provided by the Licensor.
The Licensee acknowledges that the Licensor owns its Marks. The Licensor may revoke the above grants at any time, at which time the Licensee shall immediately cease the use of the Marks.
Notwithstanding the above, all marketing and sales materials related to Cognite Technology not provided by Cognite or consisting of content substantially equivalent to such approved material shall be submitted to Cognite in English for Cognite's review and approval. Such approval by Cognite shall not be unreasonably withheld or delayed.
4. Cognite professional services
If Cognite shall provide professional services to Partner, including by providing Cognite resources to participate in Partner’s provision of services to customers, the Parties shall execute a Service Order Form to be subject to the Professional Services Agreement available here: https://www.cognite.com/en/legal/generalterms.For the avoidance of doubt, any such provision of professional services, including resources, by Cognite, shall be exclusively governed by such separate agreement and shall not be subject to this Agreement.
5. Governance
The Parties agree to establish a steering committee to manage the Parties’ relationship, the development and marketing of any agreed joint offerings, and any issues arising out of this Agreement. For this purpose, each Party will appoint an Executive Sponsor, a Relationship Manager, and any other roles the Parties deem appropriate, which will comprise the “Steering Committee”.
The Executive Sponsor will provide strategic guidance and executive direction as needed to achieve the purposes of the Agreement. The Relationship Manager will be accountable for the daily operations and management of the Parties’ relationship and will be the contact person for inquiries pertaining to this Agreement, pipeline and sales management, issue resolution, and any issues arising under this Agreement.
The Steering Committee will monitor the performance of the relationship, review and approve new joint offerings, resolve issues, and provide overall direction for the relationship.
The Steering Committee will meet as requested by the Relationship Managers to address escalated questions or issues.
6. Fees, payment, and tax
6.1 Fees
As consideration for participation in the Cognite SI Alliance Program, Partner shall pay Cognite the Partner fee set out in the SI Alliance Order Form. All fees are provided exclusive of taxes. Unless otherwise set out in the SI Alliance Order Form, payments are due thirty calendar (30) days after receipt of correct invoice.The Partner acknowledges and agrees that all fees and charges payable under the Agreement shall be paid in the currency stated in the SI Alliance Order Form. The Partner shall bear full responsibility for any currency exchange costs, fees, or fluctuations related to the conversion of their local currency to the currency stated in the SI Alliance Order Form for the purpose of making payments under this Agreement.
6.2 Costs
Except as otherwise specifically set forth in the Agreement, each Party shall cover its own costs incurred in connection with, or arising out of, this Agreement, including but not limited to any costs associated with training, pipeline generation, participation in sales and marketing activities, and governance activities, including those of the Steering Committee.6.3 Payment
Cognite shall invoice Partner in accordance with the billing cycle and payment terms set out in the SI Alliance Order Form.If the Partner fails to make any payment when due, then, without limiting Cognite’s remedies under the Agreement, Cognite shall from the first day of delayed payment be entitled to i) suspend performance of its obligations under this Agreement for as long as the amount remains outstanding, and ii) charge interest on any overdue amount at 9,5% per annum, or if lower, the highest rate permitted under Applicable Laws, in respect of such unpaid amount. Cognite shall not exercise its right to charge late payment interest insofar and as long as the Partner is disputing the applicable payment obligation reasonably and in good faith and is cooperating diligently to resolve the dispute, but this shall not affect the accrual of late payment interest on the overdue amount while the Parties work to resolve the dispute.
6.4 Tax
Unless otherwise explicitly agreed in this Agreement, all fees and payments shall be exclusive of all taxes imposed by any domestic or foreign taxing authority such as applicable value-added, sales, use, excise, customs duties or other taxes, consumption, access, other tax, fees, or surcharges (including, but not limited to regulatory fees or surcharges) (“Taxes”). In the event that payment of any amount from Partner to Cognite becomes subject to withholding tax, levy, or similar payment obligation on sums due to Cognite under this Agreement such withholding tax amounts shall be borne and paid for by Partner in addition to the fees due to Cognite. Partner shall provide Cognite free of charge with the appropriate certificate(s) from the relevant authorities confirming the amount of the withholding taxes, levies, or similar payments borne and paid for by Partner if requested by Cognite.6.5 Revising of fees
Cognite shall be entitled to adjust the Partner fees each calendar year. In case of an increase in the fee, such increase shall not exceed the increase in the Consumer Price Index from January of the previous year to January of the present year. The increase shall be applied on a cumulative, year-over-year basis beginning twelve (12) months after the Effective Date.6.6 External invoicing systems
Should Cognite agree in writing to utilize Partner’s preferred invoicing system, the Partner shall reimburse Cognite for any costs incurred in connection with accessing and using such invoicing system for the purpose of invoicing the Partner in accordance with the Agreement.
The Parties explicitly agree that Section 6.1 above shall apply and have priority regardless of any arrangements between Cognite and the Partner regarding the use of invoicing system. The Agreement shall prevail over any terms and conditions associated with any third-party invoicing systems.
The Parties explicitly agree that Section 6.1 above shall apply and have priority regardless of any arrangements between Cognite and the Partner regarding the use of invoicing system. The Agreement shall prevail over any terms and conditions associated with any third-party invoicing systems.
7. IPR
Each Party is and shall remain the sole and exclusive owner of all right, title, and interest in and to its IPR, and neither Party shall acquire any rights in or licenses to the other Party's IPR except as explicitly stated in this Agreement.
Cognite shall be and shall remain the sole and exclusive owner of all right, title, and interest in and to all Cognite Technology, Improvements, and any IPR relating thereto.
8. Personal data
If Cognite processes personal data on behalf of Partner under this Agreement, the Parties agree that the Data Processing Agreement shall apply for such processing of personal data.9. Confidentiality
All Confidential Information exchanged or otherwise transferred between the Parties shall be treated as confidential and shall not be disclosed by the receiving Party to any third party without the prior written consent of the disclosing Party or used for any other purpose than for which it was disclosed or as otherwise agreed in this Agreement unless such Confidential Information:- is already known by rightful means to the receiving Party at the time the information was received;
- is or becomes part of the public domain other than through the default of the receiving Party;
- is received from a third party without an obligation of confidentiality of which the receiving Party was or should have been aware; or
- is required to be disclosed by law, governmental, or other public authority regulation or decision, or ordered by a court of law.
Where the circumstances set out in item (d) above apply, the receiving Party shall disclose only that portion of the Confidential Information which it is legally required to disclose. The receiving Party shall exercise Commercially Reasonable Efforts to obtain reasonable assurances that confidential treatment will be accorded such Confidential Information.
Each Party may, however, use or disclose Confidential Information to a third party, to the extent necessary for the performance of that Party's obligations under this Agreement, provided that such Party shall procure that such third party is bound by confidentiality obligations at least as onerous as those set out in this Section 9.
The receiving Party shall duly handle and protect the Confidential Information from unauthorized disclosure using at least a commercially reasonable degree of care.
This obligation to observe confidentiality shall continue ten (10) years after the termination of this Agreement.
10. Indemnities and limitation of liability
10.1 Indemnities
Each Party (the “Indemnifying Party”) shall indemnify the other Party, its affiliates and their respective directors, officers, employees, and agents (the “Indemnified Party”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs, and expenses, (including reasonable attorneys’ fees and expenses) (“Losses”) in connection with any and all suits, investigations, claims, or demands from any third party that the use of the Indemnifying Party’s IPR as permitted under this Agreement infringes such third party's IPR, provided that the Indemnifying Party is given prompt notice and control of such claim, that the Indemnified Party does not prejudice Indemnifying Party’s defense of such claim, that the Indemnified Party gives the Indemnifying Party all reasonable assistance in connection with such claim at the Indemnifying Party’s expense, and that the claim does not arise as a result of the use of IPR otherwise than in accordance with Indemnifying Party’s directions or written instructions or the terms of this Agreement. The foregoing states the entire liability of the Indemnifying Party under this Agreement for infringement of IPR of any third party.The foregoing indemnity shall not apply to Losses caused by or arising as a result of the use or combination of the Indemnifying Party’s IPR, or any part thereof, with software, hardware, data, or processes not provided by the Indemnifying Party if the Indemnifying Party’s IPR or use thereof would not cause the Losses without such combination.
10.2 Limitation of liability
In no event shall any Party be liable under or in connection with this Agreement or the subject matter contemplated hereunder, whether in tort, contract or otherwise, for:
- special, indirect, consequential, exemplary, incidental, or punitive damages or losses; or
- loss of production, lost earnings or revenues of any kind, loss of anticipated cost savings, loss or corruption of data and consequences hereof, loss related to third party claims (except as set out in Section 10.1), or loss of profit or anticipated profit, in each case whether indirect or not.
The aggregated and total liability of each Party arising out of or related to this Agreement shall not exceed 50% of the total amount paid by Partner to Cognite under this Agreement in the twelve (12) month period immediately preceding the event giving rise to the liability. For the avoidance of doubt, this limitation of liability shall be cumulative and not per incident.
The limitations of liability set out in this Section 10.2 shall not apply in relation to a Party's breach of Section 9 (Confidentiality) or for the indemnification obligations under Section 10.1, or in the case of gross negligence or willful misconduct by the Senior Officers of Cognite or Partner.
11. Term and termination
11.1 Term
This Agreement shall remain in force during the Initial Term and any Renewal Term as further specified in the SI Alliance Order Form unless terminated earlier as allowed for under this Agreement (the “Term”).If either Party opts out of renewal of the Term as allowed for in the SI Alliance Order Form, no payments, liabilities, or damages shall be due to the other Party or shall be imposed upon that Party, for its decision not to renew this Agreement.
11.2 Termination
Each Party may terminate this Agreement, including any licenses granted herein, by written notice to the other Party if a) the other Party becomes insolvent or enters into insolvency or bankruptcy proceedings or b) the other Party is sanctioned under the Norwegian, EU, UK, or US sanctions.
Each Party may terminate this Agreement if the other Party is in material breach of the Agreement and fails to remedy the breach within thirty (30) days following written notice of the breach. If the breach is not possible to remedy, the Agreement may be terminated with immediate effect by written notice.
12. Compliance with law and ABC
12.1 Compliance with law
Each Party shall comply, and cause its personnel, agents, and subcontractors to comply, during the Term, with all applicable laws, rules, regulations, orders, codes, and charters, including competition, sanctions, environmental, labor, and ethics rules, and Cognite's Code of Conduct (available at https://www.cognite.com/hubfs/Code%20Of%20Conduct%202023%20(1).pdf) and Supplier Declaration (available at https://content.cognite.com/cognite-supplier-declaration).12.2 ABC
Each Party shall comply, and cause its personnel, agents, and subcontractors to comply, during the Term, with applicable anti-bribery and anti-money laundering laws, regulations, rules, or requirements in connection with the performance of this Agreement including the United Kingdom Bribery Act 2011, the relevant legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the US Foreign Corrupt Practices Act 1977 (the “Anti-Corruption Legislation”), and to refrain from engaging in acts or transactions in violation of or inconsistent therewith. Any breach or violation of this Section 12.2 shall be deemed a material breach of this Agreement.- offer, pay, promise to pay, or authorize the giving of money or things of value to a government official (including, but not limited to employees of a governmental oil company), to any officer or employee of a public international organization, to any political party or official thereof, or to any candidate for political office, to any person, while knowing or being aware of a high probability that all or a portion of such money or thing of value will be for the purpose of (i) influencing any act or decision of such official, officer, employee, political party, party official, or candidate in their official capacity, including a decision to fail to perform their official functions or (ii) inducing such official, officer, employee, political party, or candidate to use their influence with the government or instrumentality or organization to affect or influence any act or decision of such government or instrumentality or organization, or to obtain an improper advantage in order to assist either Party in obtaining or retaining business for or with, or directing business to either Party or any other person in relation to this Agreement;
- make any contribution, gift, or other incentives, directly or indirectly, to any political party or candidate in connection with any election campaign for any government office, unless such contribution is lawful in the country where it was made and does not contravene the Anti-Corruption Legislation;
- make any payment, gift, commission, fee, rebate, or other incentives for the benefit of any supplier, customer, government or public official, or other business associates of either Party which could reasonably be interpreted as being for the purpose of improperly influencing, inducing facilitating a business or administrative decision of such supplier, customer, government or public official, or other business associates; or
- pay any commissions, fees, or grant any rebates or incentives to any employee or officer of either Party or of any subcontractor, or favor said persons with gifts, bribes, or entertainment of significant or substantial value, or enter into any business arrangements with employees or officers of either Party other than with authorized representatives of either Party who are acting on behalf of such Party. Each Party shall report in writing to the other Party any solicitation of commissions, fees, or rebates received in connection with this Agreement.
All financial settlements, invoices, and reports rendered to the other Party as provided for in this Agreement shall reflect properly the facts about all activities and transactions handled for the account of the other Party. Such financial settlements, invoices, and reports shall be complete and accurate.
13. Force Majeure
For the purpose of this provision, "Force Majeure" means an extraordinary situation beyond the reasonable control of the Parties, that could not have been reasonably anticipated or avoided by the exercise of due diligence, and which makes it impossible for a Party to fulfill its obligations under this Agreement. Force Majeure shall include war, strike, lockout, riot, epidemic, pandemic, and natural catastrophes such as floods, earthquakes, hurricanes, volcanic eruptions, and sandstorms.In case of a Force Majeure event, the affected Party shall notify the other Party of this as soon as reasonably practicable. The obligations of the affected Party shall be suspended for as long as the Force Majeure prevails.
Each Party shall keep each other fully informed of the actual and any expected effects of any Force Majeure, of the steps the affected Party is taking to mitigate the effects of the Force Majeure, and its expected duration.
Where Force Majeure has occurred, the other Party may terminate this Agreement in writing with fifteen (15) days’ notice if the Force Majeure lasts or is expected to last for more than ninety (90) calendar days from the date on which the Force Majeure arose. Each of the Parties shall cover their own costs associated with such termination of this Agreement. Neither Party shall be entitled to bring a claim against the other as a consequence of the termination of this Agreement in accordance with this provision.
14. Governing law and dispute resolution
14.1 Governing law
Any dispute arising out of or in connection with this Agreement shall be exclusively governed by and construed in accordance with the governing law as set out in the table below. The governing law is dependent on the Cognite entity that has entered into the Agreement with the Partner.
14.2 Dispute resolution
If at any time a dispute or claim arising out of or in connection with this Agreement (whether in contract, in tort, or based on statute or regulation) shall arise, then either Party may give notice to the other Party in writing of the existence of such dispute or claim, specifying its nature and the point of issue. The Parties shall in good faith endeavor to resolve such dispute or claim amicably within sixty (60) days from the date of such notice (or such longer period as the Parties may agree).Disputes or claims among the Parties that remain unresolved at the expiration of such period may be referred by either Party to and shall finally and exclusively be settled by arbitration conducted in accordance with the table below.
The language of the arbitration shall be English. If the Cognite entity entering into this Agreement is Cognite K.K., the language of the arbitration shall be Japanese.
The language of the arbitration shall be English. If the Cognite entity entering into this Agreement is Cognite K.K., the language of the arbitration shall be Japanese.
The arbitral proceedings and the arbitral award shall be kept strictly confidential. This confidentiality obligation shall cover all information disclosed in the course of such arbitral proceedings. This obligation to observe confidentiality shall continue ten (10) years after the termination of this Agreement, or ten (10) years after the case is finally settled by an arbitral award, whichever is the latest.
15. Miscellaneous
15.1 Notices
The legal entities entering into this Agreement, and the contact details to which notices shall be directed are set out in the SI Alliance Order Form. All notices under this Agreement shall be made via email and delivered to such contact persons, and in case of notice to Cognite, with a copy per email to legal@cognite.com.
Any changes of contact persons or addresses shall be notified to the other Party immediately and at the latest two weeks prior to such change taking effect.
15.2 Entire agreement
This Agreement constitutes the entire agreement and understanding between the Parties in respect of the subject matter contained herein and there are no restrictions, promises, representations, warranties, covenants, or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein. This Agreement supersedes any and all prior agreements and understandings between the Parties with respect to the subject matter hereof.
15.3 Severability
If and to the extent that any provision of this Agreement is held to be inconsistent with any applicable law or regulation, invalid, or unenforceable, then such provision shall (to the extent of such inconsistency, invalidity, or unenforceability) be of no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The Parties shall use all reasonable endeavors to replace the inconsistent or invalid or unenforceable provisions with a consistent, valid, and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the inconsistent, invalid, or unenforceable provision.15.4 Amendment
No amendment of this Agreement shall be valid unless executed in writing by an authorized representative of each Party. Unless expressly agreed, no amendment shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations, or liabilities under or pursuant to this Agreement which have already accrued up to the date of such amendment, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so amended.15.5 Assignment
To the extent permitted by applicable law, Cognite may assign this Agreement. Partner shall not assign this Agreement unless agreed between the Parties in writing.
15.6 Relationship
It is expressly agreed that it is not the purpose or intention of this Agreement to, and nothing in this Agreement shall be construed to, create the relationship between the Parties of partnership, principal, and agent, or fiduciary and beneficiary. Neither Party shall have the right or authority to enter into any contract, commitment, or agreement in the name or on behalf of the other Party. The liability of the Parties hereunder shall be several and not joint or collective and each Party shall be responsible only for its individual obligations hereunder.
15.7 No third-party rights
This Agreement is exclusively for the benefit of the Parties and shall not be construed as conferring, either directly or indirectly, any rights or causes of action upon third parties.15.8 Cognite Hub and Cognite Academy
Cognite Hub and Cognite Academy are online communities provided by Cognite as a place for discussion and education on Cognite Technology. The Partner and its personnel can choose to sign up for Cognite Hub and Cognite Academy at https://hub.cognite.com/. For the avoidance of doubt, the Agreement does not apply to Cognite Hub, Cognite Academy, or any access and use thereof, which is governed exclusively by the Cognite Hub and Academy Terms and Conditions available here: https://www.cognite.com/en/legal/generalterms.
Notwithstanding the foregoing, the Parties agree that the Data Processing Agreement shall apply in connection with any processing of personal data about the Partner's personnel in Cognite Academy by Cognite on behalf of the Partner, such as course progression in Cognite Academy, grades, and completion of modules.
16. Structure
- The SI Alliance Order Form executed by the Parties;
- These SI Alliance Terms and Conditions (including the Data Processing Agreement, available at https://content.cognite.com/en/legal/data-processing-agreement, the Code of Conduct, available at https://www.cognite.com/hubfs/Code%20Of%20Conduct%202023%20(1).pdf, and Cognite's Supplier Declaration, available at https://content.cognite.com/cognite-supplier-declaration).
In case of conflict between the documents (a) – (b) above, the documents shall prevail in the order they are listed.
17. Definitions
In this Agreement:"ABC" means anti-bribery and corruption.
"Applicable Laws" means all applicable laws, regulations, requirements, or orders, which are issued by any governmental body with legal authority to exercise legislative, judicial, regulatory, or administrative functions.
"Applications" means software that utilizes CDF via the CDF API.
"CDF" means Cognite Data Fusion, a software system made and implemented by or on behalf of Cognite, the core functionality of which is to collect, process, and store data and to make such data available for consumption. The term "CDF" shall include CDF API. A further description of CDF shall be maintained at https://docs.cognite.com/cdf/ (or on such other webpage as Cognite may notify to Partner).
"CDF API" means one or more application programming interfaces made available as software-as-a-service, which can be used to utilize CDF.
"Code of Conduct" means Cognite's Code of Conduct which is available at https://www.cognite.com/hubfs/Code%20Of%20Conduct%202023%20(1).pdf.
“Cognite” means the Cognite entity that entered into the SI Alliance Order Form with Partner, as specified therein.
"Cognite Applications" means Applications owned or licensed by Cognite, excluding Applications developed by or on behalf of Cognite for the exclusive use of a third party.
"Cognite SI Alliance Program" means Cognite's alliance program for system integration partners.
"Cognite Technology" means CDF, Cognite Applications, Extractors, any other technologies owned or licensed by Cognite, and all underlying IPR therein and thereto.
"Commercially Reasonable Efforts" means those efforts, and the application and expenditure of resources, applied and expended in a manner consistent with the exercise of prudent business judgment and business practices, as are customary for similarly situated companies in the software industry with respect to services and products that have commercial potential similarities to Cognite Technology.
"Confidential Information" means all information, whether in a tangible or intangible form, and whether or not designated as proprietary or confidential, of a proprietary or confidential nature disclosed by one Party or its representatives to the other Party in connection with this Agreement, including, without limitation, procedures, documentation, marketing data, trade secrets, IPR, know-how, technical information and data, technology, software, source codes, valuations, costs, rates, and prices and any other information of a proprietary or confidential nature relating to the disclosing Party or its business, as well as any information created or derived from any such information, irrespective of disclosing medium and storage. The Confidential Information may be labeled as "confidential", "proprietary", or similar without this being an explicit requirement for protection as Confidential Information. The content of this Agreement (but not its existence) shall be deemed Confidential Information. Cognite Technology shall be deemed Cognite's Confidential Information.
"Consumer Price Index" means the price index measuring the consumer prices for goods and services purchased by private households in Norway, reported each February by Statistics Norway, the national statistical institute of Norway, and the main producer of official statistics (https://www.ssb.no/en).
"Data Processing Agreement" means Cognite's standard data processing agreement (available at https://content.cognite.com/en/legal/data-processing-agreement), as amended from time to time.
"Effective Date" has the meaning set out in the SI Alliance Order Form.
"Improvements" means any and all modifications, improvements, or further developments of Cognite Technology.
"IPR" means intellectual property rights of any kind existing now or in the future anywhere in the world, whether registered or not, and all applications, renewals, extensions of, and rights to apply for the same, including without limitation, Marks, patents, design rights, copyright, publishing rights, moral rights, database rights, service marks, domain names, and other rights in goodwill, know-how, trade secrets, and other protected material, each in any form or format, including without limitation any and all intellectual property rights in and to any inventions, new technology, reports, data, data structures, databases, calculations, documents, drawings, sketches, specifications, equipment, algorithms, heuristics, computer programs, and source codes for software, and including without limitation the right to sue for passing off or unfair competition, rights to use, and to protect the confidentiality of, Confidential Information, and all other intellectual property rights, and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection.
“Marks” means trademarks, service marks, trade names, logos, and other designations and brands.
“SI Alliance Order Form” means the individual SI Alliance Order Form executed between Cognite and Partner.
"Person" means any individual, corporation, joint stock company, limited liability company, partnership, joint venture, association, trust, unincorporated organization, government, governmental agency, authority, institution, or ministry, or other entity.
“Partner” means the legal entity identified as Partner in the SI Alliance Order Form.
"Senior Officers" means the Chief Executive Officer, the Chief Finance Officer, and the Chief Legal Officer.
"Supplier Declaration" Means Cognite's Supplier Declaration available at https://content.cognite.com/cognite-supplier-declaration.
“Term” shall have the meaning set out in Section 11.1.