Neo4j Technology Partner Program Schedule

This Schedule is governed by the terms of the Neo4j Master Partner Agreement and the terms of the Neo4j Partner Program Terms and Conditions.

1. SCOPE.
Neo4j and Partner wish to engage in a technology partnership. Partner intends to evaluate and test the Neo4j software (“Software”) identified on Exhibit A (together, the “Products”) to develop and achieve product interoperability and integration. The Products are to be loaned and licensed on a not for resale basis. Once successful product interoperability and integration is achieved, Neo4j and Partner intend to engage in further business opportunities. Neo4j and Partner expressly acknowledge that the scope of this Agreement does not include joint product development or resale rights and is not valid for any production traffic.
2. SOFTWARE LICENSE & RESTRICTIONS.
  1. Grant of License. Subject to Partner's compliance with the terms and conditions of this Agreement, Neo4j hereby grants to Partner a limited, nonexclusive, nontransferable, non-sublicensable, revocable license, during the term of this Agreement, to use the Software, in object code form, solely for evaluation and integration use, and not for general production use.
  2. License Restrictions. Partner acknowledges that the software contains trade secrets of Neo4j and its licensors, and, in order to protect such trade secrets and other interests that Neo4j and its licensors may have in the software, Partner agrees not to reverse engineer, decompile or disassemble the software or authorize a third party to do any of the foregoing. Partner will not modify the software. Partner will not copy the software. Partner will not distribute, sell, sublicense or otherwise transfer the software.
  3. Limited Rights. Partner's rights in the software will be limited to those expressly granted in this Section 2. Neo4j and its licensors reserve all rights and licenses in and to the software not expressly granted to Partner under this Agreement.
3. FEES & PAYMENT.
Partner will promptly pay the applicable fees set forth in Exhibit A. In addition, Partner will pay all freight, taxes, duties, withholdings and the like, promptly upon invoice. For clarity, with respect to any subsequent Product purchases or licenses, Neo4j is not bound by the prices on Exhibit A.
4. INTELLECTUAL PROPERTY RIGHTS.
  1. Ownership of Works. Each party will retain all right, title and interest including the intellectual property rights in and to its Works (as defined below). All materials pertaining to a party's Works (including, but not limited to reports, documents, prototypes, data, drawings, models, code, applications and Works of either party) and any intellectual property rights thereto, which are submitted by a party to the other for completion of the Solution (as defined below) hereunder, will remain the submitting party's property. It is expressly understood, that neither party will use such Works except to fulfill its obligations under this Agreement, and for no other purpose. For the avoidance of doubt, Partner and Neo4j acknowledge and agree that all right, title and interest in and to the API(s) they have each developed for their respective products as part of the Solution, including the intellectual property rights therein, will be exclusively owned by the developing party i.e., Partner will own its API and Neo4j will own its API. “Works” means (i) any inventions, ideas, systems, programs, software, source code, modules or materials, including without limitation, reports, documentation, data, drawings, models, analysis, work product and applications, (ii) the Neo4j Products (in the case of Neo4j), and (iii) any intellectual property rights in the foregoing subsections, which are owned by either party prior to beginning, during, or after any Solution development. “Solution” means the enablement of interoperation as between the Neo4j Products and Partner.
  2. Ownership of Solution. In the event Partner develops a Solution, then such Solution shall be deemed the sole property of Partner with Neo4j receiving a nonexclusive, non-transferable, royalty-free license to make, use, sell, distribute and otherwise exploit such Solution on mutually agreeable terms.
  3. Feedback. In the course of working toward the Solution and interoperability and integration of the Neo4j Products with the Partner, each party may provide to the other party comments, suggestions or other feedback on the Solution or the Neo4j Products (collectively, “Feedback”). Such Feedback is provided on an “as is” basis with no warranties of any kind and the receiving party will have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, modify, and distribute such Feedback in any manner without compensation, or attribution of any kind, to the providing party.
  4. Neither party is permitted to transfer or license the rights granted under this Section 4, or any portion thereof, to a competitor of the other party.
  5. Notwithstanding any other term in this Agreement, Partner is not permitted to sell or license the rights to any Solution prior to entering into a mutually acceptable OEM agreement with Neo4j.

Exhibit A

Neo4j NFR Products

For purposes of this Agreement Neo4j Products, and any Neo4j Intellectual Property associated therewith, shall include the following:

  1. "Neo4j Documentation" which for purposes of this Agreement shall mean the written technical documentation and specifications applicable to any given Neo4j Product, excluding marketing collateral.
  2. "Neo4j Software" which for purposes of this Agreement shall mean the proprietary software that is downloaded electronically and any associated Neo4j Documentation.
The following Neo4j Products will be provided and/or made available to Partner as NFR Products pursuant to the Agreement:
Neo4j Product SKU Neo4j Product Description Quantity Price Per Unit

Additional Neo4j NFR Products may be provided to Partner subject to the terms and conditions of this Agreement provided such (i) an Addendum to this Exhibit A is executed by both parties' authorized representatives, or (ii) a form of purchase order incorporating this Agreement is submitted and acceptable to Neo4j, as determined in its sole discretion.