BUSINESS PARTNER REFERRAL AGREEMENT
This Business Partner Referral Agreement, the Program Terms, and the Deal Registration Form (collectively, the “Agreement”) is made by andbetween Acquia Inc., a Delaware corporation, with a principal place of business at 53 State Street, Boston, MA 02109 (“Acquia”) and______________________, with a principal place of business at _________________ _____________________________ (“Partner”). This
Agreement shall govern Partner's participation in the Program. This Agreement shall be effective on the date last signed below(the “EffectiveDate”).
1.

DEFINITIONS“Acquia Products” means Acquia’s products and services
described via the URL at https://docs.acquia.com/guide, as
updated from time to time.
“Customer” means a third party that enters into a writtenagreement with Acquia for the purchase of Acquia Products
resulting from Partner’s efforts under this Agreement and thatsatisfies the requirements of a Qualified Lead.
“Deal Registration Form” means the opportunity registration form
that is available to Partners on the Acquia Business Partner Portal
located here.
“Lead” means a sales opportunity with a potential customer.
“Partner” means the entity named on the Partner Profile form.
“Partner Commissions” means the Referral Fees and/or Co-Selling
Fees Partner is eligible to receive pursuant to this Agreement.
“Program” means the Acquia Business Partner Referral Program.
“Program Terms” means the information about the Program
located here, as such program shall exist from time to time.
Program Terms are subject to change and/or discontinuance byAcquia upon thirty (30) days’ notice to Partner via Acquia’sBusiness Partner Portal.
“Program Rewards” means Partner Commissions or Credits.
“Qualified Lead” means a Lead that, in Acquia’s sole discretion,satisfies the following: (a) information regarding the Lead is
submitted by Partner to Acquia via the applicable Deal
Registration Form; (a) Acquia has not already submitted a
proposal to such Lead for the same opportunity registered byPartner, (b) Acquia has not had one or more face-to-face meetingsor substantial phone conversations with such Lead for the same
opportunity registered by Partner during the six (6) months
preceding the receipt of the Deal Registration Form, (c) Acquia has
not already received a referral for such opportunity from a third
party, and (d) Acquia has not already logged the opportunity in its
sales lead system.
2.

APPOINTMENT AND AUTHORITY. Acquia hereby
appoints Partner, and Partner accepts a non-exclusive
appointment as an Acquia Referral Partner of Acquia Products
under the Program Terms. Partner hereby agrees that it shallabide by the Program Terms for the term of the Agreement.
Partner agrees to achieve and maintain compliance with theminimum Program standards and agrees to participate in periodic
reviews by Acquia to ensure compliance. Acquia reserves theright, in its sole discretion, to downgrade Partner’s partner level if
Partner fails to satisfy the minimum commitments set forth in theV3.2021

Program Terms. Acquia also reserves the right, in its solediscretion, to upgrade Partner to a higher partner level. Allchanges to a partner level will be communicated to Partner. Any
Leads registered by Partner or any Qualified Leads converted toCustomer after such notification date will be calculated at the newpartner level. Acquia reserves the right to determine Program
requirements, guidelines and criteria, and Partner’s compliancewith the same.
3.

PROGRAM PARTICIPATION. Partner may refer Leads toAcquia by submitting the Deal Registration Form to Acquia.
Acquia will notify Partner of Acquia’s acceptance or rejection of a
Lead within seven (7) business days from its receipt of the Deal
Registration Form. A failure to respond by Acquia shall constitute arejection by Acquia.
Only Qualified Leads that are transmitted by Partner on a Deal
Registration Form and received by Acquia before the expiration ortermination of this Agreement, and which subsequently result inthe execution of an agreement with Customer for Acquia Productswithin six (6) months of the date the Deal Registration Form, will
be eligible for Credits or Partner Commissions, as applicable.
4. MARKETING ACTIVITIES, PRODUCTS AND SERVICES. Acquia
may provide Partner with special support, training, education, andother programs and services intended to promote Acquia
Products. Acquia will make available to Partner promotional andinformational materials regarding the Program. Partner will use
such materials solely for the purpose of promoting Acquia
Products to Leads. Partner will not engage in any deceptive,misleading, illegal or unethical business practices and will notmake any representations, warranties, guarantees or similarstatements regarding Acquia Products which are inconsistent withthose contained in Acquia's such materials. Partner will use
commercially reasonable efforts to recommend Acquia Productsto Leads. Acquia and Partner agree to conduct periodic checkpoint
meetings to review strategy, technology roadmaps, marketing
programs and other matters relevant to the success of thisbusiness relationship. Acquia will make available to Partnertraining and technical support services. Depending upon theparticular Acquia Products involved, Acquia may require that
Partner obtain a certain level of technical expertise in order torecommend Acquia Products. Acquia will offer fee-based periodic
training classes in order for Partner personnel to obtain andmaintain such technical expertise, at Acquia’s fees then in effect.
5. TRADEMARK LICENSE. Subject to the terms and conditions of
this Agreement, each party (“Mark Owner”) hereby grants theother party (“Mark Licensee”), a non-exclusive, non-transferable,royalty-free, worldwide license to use its Marks, solely during theterm of this Agreement as necessary to perform the marketingand promotional obligations described herein. Any use of theother Party’s Marks shall be subject to the Mark Owner’s right toreview and approve or reject in advance each proposed use of theMark, and shall conform with any trademark usage guidelines,
policies, or requirements provided by the owner of the Mark. Anyrights not expressly licensed herein are reserved by the Mark
Owner, and all use by the Mark Licensee shall accrue to thebenefit of the Mark Owner. The Mark Licensee will not take anyaction that would conflict with or be contrary to the Mark Owner’srights and interest in its Marks. Nothing contained herein shall bedeemed to grant either party any right, title or interest in or to theother’s Marks other than the license granted herein. As between
the parties, Acquia acknowledges that Partner is the sole andexclusive owner of the Partner Marks, and Partner acknowledges
that Acquia is the sole and exclusive owner of its Marks.

Customer: Partner must notify their Acquia Channel Manager tobe considered for Co-Selling Fees prior to a Qualified Leadexecuting a contract with Acquia for Acquia Products. Thedetermination of Co-Selling Fees will be made solely by Acquia andwill be communicated to Partner in writing. Renewals are noteligible for Co-Selling Fees. If multiple partners are eligible toreceive a Co-Selling Fee for the same Lead, Acquia will determine,in consultation with all involved partners, but in its sole discretion,
how much Co-Selling Fee each partner will receive and will notify
each partner in writing of their allocation.
(C) CREDITS. Preferred and Global Select Partners may opt in tothe Acquia Partner Credit System, which enables them to receivecredits in lieu of an equivalent dollar amount of Partner
Commissions (“Credits”).
Credits may be applied towards
marketing, training, or certification programs that have been
approved by Acquia. In the event Partner has elected to receive
Credits, for each Customer, Acquia will credit to Partner the Net
Revenue of the applicable Partner Commission percentage set
forth in the Program Terms. Credits expire 12 months from thedate Acquia has marked the Qualified Lead as closed won.

6. TRIAL SERVICES. From time to time Acquia may invite Partner totry, at no charge, Acquia products or services not generally
available ("Trial Services"). Partner may accept or decline any suchtrial in Partner’s sole discretion. Any Trial Services will be clearly
designated as trial, beta, pilot, limited release, or by a similar
description. Trial Services are provided for evaluation purposes
and not for production use. Acquia may provide Partner withproduct, support, engineering and/or technical services on an “asneeded” basis as determined by Acquia in its sole discretion. TrialServices may contain bugs or errors, and may be subject toadditional terms. TRIAL SERVICES ARE NOT CONSIDERED"SERVICES" HEREUNDER AND ARE PROVIDED "AS IS" WITH NO
EXPRESS OR IMPLIED WARRANTY. Partner shall have sole
responsibility and Acquia assumes no liability for any Partner datathat Partner may choose to upload on the Trial Services. Acquiamay, in its sole discretion, discontinue Trial Services at any time.

8. PAYMENT TERMS. Acquia will pay Partner all applicable Partner
Commissions or issue all applicable Credits, in US Dollars, by theend of the quarter following the quarter in which a Customer
executes a contract with Acquia and Acquia receives thecorresponding payment from the Customer. Partners located inthe US will be paid by ACH; Partners located outside the US will bepaid by wire. Acquia will not be liable for any payments to Partnerfor business that was not registered in accordance with thisAgreement.
In order to receive payment under this Agreement, Partner must
have: (i) agreed to the terms of this Agreement (generally
completed through the Acquia Business Partner Portal); (ii)completed all information in Acquia’s account informationform; (iii) submitted to Acquia the necessary tax documents (i.e., acompleted Form W-9 for U.S.-based Partners; and (iv) returned theforms required by (ii) and (iii) above by email to ap@acquia.com.

7. PARTNER COMMISSIONS; CREDITS. During the Term andprovided Partner is not in default of any obligations hereunder,Partner shall be eligible to receive Partner Commissions, or opt toreceive Credits in lieu of such Partner Commissions in accordancewith this Section 7 and the Program Terms for Qualified Leads andthe Customers generated therefrom arising from Partner’s efforts
under this Agreement.

Notwithstanding the foregoing or anything to the contrary in thisAgreement, if any of the requirements set forth in section 8(i-iv)
remain outstanding for six (6) months immediately following theclose of a Qualified Lead, then Partner’s right to receive a Referral
Fee arising from any and all Qualified Leads with the associatedCustomer will be forfeited (each, a “Forfeited Transaction”).
Acquia will have no obligation to pay Partner any Referral Fees
associated with a Forfeited Transaction. Once Partner complies
with all of the requirements in section 8(i-iv), then Partner will beeligible to receive Referral Fees on Qualified Leads, as long as
these Qualified Leads do not involve the same Customer
associated with a Forfeited Transaction.

(A) REFERRAL FEES. Provided Partner has not opted to receive
Credits, Acquia will pay to Partner the Net Revenue of theapplicable fee percentage set forth in the Program Terms for each
new Customer sourced by Partner (“Referral Fee”). “NetRevenue” means the amount actually paid to Acquia by aCustomer for the first year of the Subscription Service. Net
Revenue shall: (i) be calculated net of any discounts, taxes payableand refunds, and (ii) shall exclude any training, consulting or otherprofessional services, online subscriptions, Acquia certifications,
events, or fees for third-party products or services. Renewals are
not eligible for Referral Fees. Only one Partner is eligible toreceive a Referral Fee for each Qualified Lead that results in an
Acquia Customer.

9. TAXES. Partner is responsible for payment of all taxes applicableto the Referral Fees. Partner will be assessed sales tax unless
Partner provides Acquia with a valid reseller certificate thatindicates tax should not be applied to the Referral Fee amount. Allamounts payable by Acquia to Partner are subject to offset byAcquia against any amounts owed by Partner to Acquia.

(B) CO-SELLING FEES. Partner may receive Co-Selling fees as set
forth in the Program Terms (“Co-Selling Fees”) pursuant to theCo-Selling Fee Terms, outlined in the Program Terms. Partner may
be eligible for a Co-Selling Fee only when Partner provided
Assistance (as defined below) to Acquia in the sale of the Acquia
Products to such Customer. Partner will not be eligible for
Co-Selling Fees for any customers introduced to Partner by Acquia.
“Assistance” means the Partner played an active role in the sales
cycle and performed more than one of the following functions
required to advance a deal from Qualified Lead to closure with a

10. CONFIDENTIALITY. Both parties acknowledge that each party
will share with the other certain confidential information of eachother’s business and/or information concerning Leads, including
but not limited to a party’s business and pricing programs andinformation, capabilities, software technology, product plans,customer and prospect information, specifications, techniques,processes, inventions, methodologies, and other information or2V10.2022

material, owned, possessed or used by either party which is at any
time so designated confidential or any
information thatreasonably should be understood to be confidential andproprietary (the “Confidential Information”). Each party agrees totake commercially reasonable security measures, at least equal tothat which each party uses to protect its own proprietary
information to prevent the unauthorized use, duplication, ordistribution of the other party’s Confidential Information. A party
may disclose the other party’s confidential information if requiredby any judicial or government request, requirement, or order,provided, however, that such party will promptly notify the otherparty of any such request, requirement, or order, and will
cooperate with the other party to contest any such request,requirement, or order.

against Acquia Indemnified Parties (each a “Claim”), arising fromor relating to (a) the marketing, promotion or use by Partner ofthe Acquia Products in any manner which violates this Agreement,
including any unauthorized representations, warranties orguarantees made by Partner concerning Acquia Products or any
applicable law, rule, or regulation, (b) violation of applicable law,or (c) arising from Partner’s acts or omissions that are inconsistentwith this Agreement.
14. LIMITATION OF LIABILITY. OTHER THAN CLAIMS RELATED TOBREACHES OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN
NO EVENT WILL EITHER PARTY BE RESPONSIBLE FOR ANYCONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES,INCLUDING, WITHOUT LIMITATION, LOSS REVENUE OR PROFITS, INANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT,EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ACQUIA’S TOTAL CUMULATIVE LIABILITY TO PARTNER FOR ANY
AND ALL MATTERS ARISING OUT OF THIS AGREEMENT WILL NOTEXCEED THE PARTNER COMMISSIONS PAID IN THE PRECEDINGTWELVE (12) MONTH PERIOD.

11. TERM; TERMINATION. This Agreement shall commence on theEffective Date and shall remain in effect for a period of one year
and will automatically renew for successive one-year terms
thereafter unless terminated as set forth below. This Agreement
may be terminated by either party, with or without cause, uponthirty (30) days prior written notice to the other party.
Termination of this Agreement will not relieve either party of any
then-accrued payment obligation to the other. Partner will nothave any right to any indemnity or payment of compensation ordamages resulting from Acquia's termination of this Agreement
and expressly waives any and all rights to the same. Upon any
expiration or termination of this Agreement, Partner agrees toimmediately cease referring to themselves as an Acquia Partner,
promoting Acquia Products, and using the Acquia Logos andmarketing materials.

15. OWNERSHIP. Nothing herein will be deemed to transfer toPartner title to any intellectual property rights (including, withoutlimitation, any trademark or copyright) in or to any Acquia
Products or any associated documentation or training materials.
16. COMPLIANCE WITH LAW. Partner shall comply with allapplicable laws and regulations, including without limitation all
applicable U.S. federal and state export, labor, environmental,
health and safety laws and regulations. Partner agrees to complywith all federal, state and local laws, rules and regulations
pertaining to Partner performance under this Agreement.
Moreover, Partner acknowledges and agrees that any payments
made to Partner will not be used for any payment in violation of
any applicable law, rule, regulation practice or code of ethics. In
performing their respective obligations under this Agreement, theParties will comply with the United States export control and asset
control laws, regulations and orders as they may be amended fromtime to time, applicable to the export or re-export of goods orservices, including software, processes, or technical data (“EAR”),
International Traffic in Arms Regulations (“ITAR”) and regulationsand orders administered by the Treasury Department’s Office ofForeign Assets Control (collectively “Export Control Laws”). Partner
will comply in all respects with all United States and foreign laws,regulations and standards applicable to its activities under thisAgreement.
Specifically, with respect to laws relating tocorruption, commercial bribery, and money laundering, Partner
represents and warrants that no part of any fees paid or payable
to Partner or any profits obtained by Partner in connection with
Partner’s activities on behalf of Acquia will be (i) directly or
indirectly paid, offered, transferred, or given to any official,representative, or employee of any government, government
agency, or instrumentality for the purpose of obtaining orretaining business for or with, or directing business to, any person
or company, or (ii) otherwise used for any purpose which would
violate the U.S. Foreign Corrupt Practices Act or any other laws,
regulations, and standards of the United States or other applicablecountries. Partner also represent and warrant that none ofPartner’s owners, principals, officers, employees, or staff members
are officials, officers, employees, or representatives of anygovernment, governmental agency, or political party or acandidate for political office, and that it will not be involved in thedecision-making process associated with any award that may bemade in response to any bid by Acquia. In accordance with theFederal Acquisition Regulation, 52.203-11: (a) The definitions andprohibitions contained in the clause, at FAR 52.203-12, Limitation

12. WARRANTIES. Acquia believes strongly in adhering to thestrictest of legal and ethical standards in its business practices. Asa result therefore, each party represents and warrants to the otherthe accuracy and truth of each of the following statements in
respect of each referral made in accordance herewith, now and at
the time of each such Qualified Lead: (a) except as specificallyprovided herein, such party (or any of its employees, agents andrepresentatives) has not paid a referral fee or any part thereof toany employee, agent or representative of the other party or a Leadin connection with such transaction; (b) such party (or any of its
employees, agents and representatives) has not engaged in any
illegal activity related to such transaction, and (c) such party (orany of its employees, agents and representatives) has not madeany representation on behalf of the other party. In addition,
Partner warrants that it has and will continue to maintain all rights
and permissions as may be necessary for (i) the Partner to transfer
or make available the personally identifiable information
pertaining to Leads to Acquia as contemplated under theAgreement and (ii) Acquia (and its third party partners) to use
such information for the purposes of contacting the Leads inconnection with the registered opportunity.
EXCEPT AS OTHERWISE SET FORTH HEREIN, ACQUIA MAKES NO
OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, TO
PARTNER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIEDWARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND
FITNESS FOR A PARTICULAR PURPOSE.
13. INDEMNIFICATION. Partner agrees to indemnify, defend andhold Acquia, its affiliates and their respective directors, officersand agents (“Acquia Indemnified Parties”) harmless, from andagainst any and all liabilities, damages, losses, costs and expenses,including, but not limited to, reasonable attorneys’ fees anddisbursements (collectively, “Losses”) resulting from any claim,
suit, action, demand or proceeding brought by a third party
3V10.2022

on Payments to Certain Federal Transactions, are hereby
incorporated by reference in paragraph (b) of this provision, (b)Partner, by entering into this Agreement, hereby certifies to thebest of his or her knowledge and belief that (1) No Federal
appropriated funds have been paid or will be paid to any personfor influencing or attempting to an officer or employee of anyagency, a Member of Congress, an officer or employee ofCongress, or an employee of a Member of Congress on his or her
behalf in connection with this Agreement or any resulting salearising therefrom and, (2) Partner shall not engage in “lobbying”(as that term is defined under applicable Federal, state and local
laws and regulations) in connection with this Agreement.

relating to this Agreement shall be brought exclusively in thecourts of record of the Commonwealth of Massachusetts in SuffolkCounty or the United States District Court, Eastern District ofMassachusetts. Each party consents to the exclusive jurisdiction ofsuch court in any such civil action or legal proceeding and waives
any objection to the laying of venue of any such civil action or legal
proceeding in such court.In no event shall this Agreement begoverned by the United Nations Convention on Contracts for theInternational Sale of Goods. Partner may not assign or transfer anyof its rights or obligations hereunder without the prior writtenconsent of Acquia. This Agreement constitutes the entire
agreement between Acquia and Partner, superseding any prior orcontemporaneous oral or written agreements between the parties
with respect to the Program and the Acquia Products available
under the Program. The Agreement and all of its provisions may
not be amended or waived unless agreed upon in writing signedby the parties hereto. Terms and conditions of this Agreement areseverable. If any provision is deemed illegal or unenforceable, allother provisions will remain in effect. This Agreement may beexecuted in counterparts. The provisions of Sections 10, 11, 12, 13,14, 15, 16, and 17 will survive termination of this Agreement.

17. MISCELLANEOUS. The parties will be deemed to beindependent contractors. Nothing in this Agreement shall create
any legal partnership, joint venture, agency, franchise,employment relationship or any other relationship between theparties beyond the relations set out in this Agreement. All notices
relating to this Agreement shall be in writing. This Agreement shallbe governed by and construed in accordance with the laws of theCommonwealth of Massachusetts, excluding its conflicts of law
principles. Any civil action or legal proceeding arising out of or

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year last set forth below.

ACQUIAPARTNER

By: ___________________________________
Name: ________________________________
Title: ________________________________
Date: _________________________________

By: ___________________________________
Name: ________________________________
Title: _________________________________
Date: _________________________________

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