Technical Engagement Goal Statement

[Partner Name] Hackfest
(“Hackfest”)

TECHNICAL ENGAGEMENT GOAL STATEMENT

Microsoft and [Partner Name] desire to engage in parallel development of our respective products and services, and to cooperate to optimize and showcase interoperability between [Partner Name]’s offerings and Microsoft technology. This Technical Engagement Goal Statement (“Technical Goals”) is subject to the below Microsoft Hackfest Terms. Each party will be solely responsible for any costs it incurs in connection with this engagement. This document describes our respective good-faith goals, but both parties acknowledge that failure by either party to fulfill these goals will not give rise to any liability by either party to the other or to third parties nor will a failure by either party to fulfill these goals constitute a breach of the Agreement, as defined in the Hackfest Terms. Neither party has any obligation to the other to provide any particular support.
PRIMARY CONTACTS / Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
hackfest owner
Hackfest owner title
Hackfest owner phone
Hackfest owner email / Partner legal name
Partner address1
Partner Address2
Partner city, country, postal code
Partner contact
Partner contact title
Partner contact phone
partner contact email
MICROSOFT NDA (“NDA”) / Date of Microsoft “Standard” NDA
MICROSOFT GOALS / ·  Microsoft’s goals for the hackfest
PARTNER GOALS / ·  Partner’s goals for the hackfest
PARTNER PRODUCT, APPLICATION, SERVICE, PLATFORM, OR TECHNOLOGY
(“SOLUTION”) / Name of Partner’s technology that will be enabled or optimized for Microsoft’s product, platform or service (e.g., Windows 10, Azure, etc.) through the Hackfest
JOINT COMMUNICATION GOALS / Any Microsoft or [Partner Name] communications or PR plans relating to the hackfest
TIMELINE GOALS / PROPOSED ACTIVITY / PROPOSED TARGET DATE
Hackfest activity(ies) / Hackfest dates

Agreed and accepted:

MICROSOFT / PARTNER
Signature: / Signature:
Name: / Name:
Title: / Title:
Email: / Email:
Date: / Date:

MICROSOFT HACKFEST TERMS

Last revised: March 2016

The following Microsoft Hackfest Terms, together with any conditions, limitations and requirements described in the Technical Goals, and any product or service-specific terms presented in connection with your participation in the Hackfest (for example, an end user license agreement), form the entire agreement (“Agreement”) between you and Microsoft Corporation, or based on where you live, one of its affiliates (“Microsoft,” “we,” “us,” or “our”), governing your participation in the Hackfest. If the Hackfest results in you submitting an application for distribution on a Microsoft online store, you will be required to accept additional terms applicable to your submission. In this Agreement, “you” means the named, designated individual or organization executing this Agreement. You are responsible for communicating the terms of this Agreement to your employees and contractors, and ensuring their compliance with its terms.

1.  Purpose. You and Microsoft will work together during the Hackfest in order to optimize your Solution for Microsoft’s software, applications, services, or platforms, as specified in the Technical Goals.

2.  Participation. As a condition of your participation in the Hackfest, you commit to being engaged as required to meet the Technical Goals. You understand that your failure to adequately engage in the Hackfest may result in termination of your participation.

3.  Hackfest activities. The Hackfest may involve the following activities:

a)  Technical engagement. If specified in the particular Technical Goals, or as otherwise agreed in writing, Microsoft may provide limited advice and suggestions to you regarding your business plans, architecture, features and performance of your products and services. You acknowledge that i) you have sole and absolute discretion regarding whether you implement any advice provided by Microsoft, ii) you base your offerings and marketing plans solely on your own independent research and analysis, and iii) you assume all risks associated with any implementation.

i.  Microsoft development tools and accelerators: If Microsoft provides any sample source code, development templates or frameworks, libraries, APIs, interoperability components or other development tools (collectively, “SDK”), the SDK may be subject to separate license terms which you will be required to accept prior to access.

ii.  Microsoft modifications to your code: If Microsoft agrees to assist you by contributing modifications to your source code:

a)  Before disclosing any of your source code to Microsoft, you will remove from it any third-party source code that you are prohibited from disclosing to Microsoft.

b)  Microsoft will treat your source code as confidential information governed by the NDA referenced above. You agree not to raise any claim of copyright infringement, trade secret misappropriation, or unjust enrichment, arising from our exposure to your source code, so long as our personnel do not intentionally copy or distribute any of your code. You acknowledge that neither of us is restricted from developing or distributing any products or services that are the same as or similar to the other party’s products or services, or working with any third parties that compete with the other party.

c)  You grant to Microsoft (and its subcontractors) the right to copy, modify, create derivative works of, and compile your code for the purpose of improving, testing and analyzing the compatibility and performance of your Solution with Microsoft products and services.

d)  Microsoft will assign to you the copyright in any derivative works we may make of your code. However, you acknowledge that Microsoft retains all right, title and interest in all components of our SDK, even if Microsoft has compiled any portion of our SDK into your code as a convenience to you. If Microsoft contributes directly or indirectly to your code, you acknowledge that you are solely responsible for your Solution for all purposes, including, but not limited to, distribution under any open source license, and any claims from any third parties.

iii.  Open source development: If our engagement involves collaboration to develop code or interoperability software in an open source project or standards development organization, both of us agree to submit the resulting code or interoperability software to the designated project or organization in accordance with its applicable standard terms, policies and procedures, thereby enabling the code or interoperability software to be made available to the public on a royalty-free basis under the standard licensing model for such project or organization. Both of us will endeavor to actively administer and manage our respective contributions to the project, to actively encourage community participation.

b)  PR, marketing support or other promotional activities. If specified in the Technical Goals, Microsoft may provide certain marketing or promotional exposure for you or your Solution. If so, you will provide to Microsoft materials, artwork, and other information as required to enable us to conduct these promotional activities. If requested, you will also cooperate with Microsoft to create additional Microsoft-owned marketing materials (e.g., case studies, white papers, articles, and videos) in connection with your participation in the Hackfest. In such case:

i.  You grant to Microsoft and its affiliates a license to use your relevant trademarks, trade names, designs, slogans, domain names, logos, and other business identifiers, as required to publish, use, reference, and display your name and other information, as approved by you prior to initial publication;

ii.  If Microsoft interviews, records, videotapes, or otherwise produces media or content that contains you, your employees or your contractors in connection with your participation in the Program, you agree to obtain sufficient permissions from any of your employees or contractors whose quotes, names, or pictures appear in such content or media, in order to grant the rights described under this section;

iii.  Prior to the first public release of any form of documentation, Microsoft will obtain your approval of the final content. You agree to review the final content for factual accuracy and to prevent the inadvertent release of any of your confidential information. You agree to provide Microsoft with your approval or comments in writing;

iv.  Except for any of your trademarks, service marks, logos, and other identifying information contained in the documentation, Microsoft will own the documentation, and grants you a license to use and distribute the documentation for your own advertising and marketing efforts;

v.  Both you and Microsoft may reference the fact that you are or have been a participant in the Hackfest;

vi.  Both parties will have the right to publish, use, reference, and display the final, approved documentation, in whole or through unedited excerpts, in all forms of media now or hereafter known, and to sublicense the foregoing rights to third parties. Both parties agree that the content of the documentation will not be altered without prior written consent from the other party. Both parties also agree to stop distributing, publicly referencing, and displaying the documentation at any time upon written request from the other party.

vii.  Each party agrees to release the other party and its contractors, agents, and employees, from any claims relating to use of the material that the releasing party provides and which is included in the documentation, so long as such use is in accordance with the rights granted under this section.

viii.  Microsoft’s trademark usage guidelines are located at http://www.microsoft.com/about/legal/trademarks/usage/general.mspx. You may not use Microsoft’s stylized logos absent a separate agreement permitting you to do so.

4.  Public Sector Acknowledgements. It is Microsoft’s intent that provision of any products or services in connection with the Hackfest is compliant with applicable laws, regulations and ethics rules with respect to government entities and officials.

a)  No gifts. To the extent that you are a public sector entity, you acknowledge that all products and services provided by Microsoft under this agreement at no charge are for the sole benefit and use of your organization or agency, and are not provided for personal use or benefit of any individual employee. If required by law, Microsoft may require an ethics officer of your organization to sign a letter acknowledging the foregoing.

b)  Microsoft is Not a Government Subcontractor. To the extent that your organization provides goods, services, technology or data to any federal, state or local government:

i.  You acknowledge that Microsoft is not a subcontractor or supplier to you, and is not obligated to meet any obligation imposed on you by any of your customers (including, but not limited to, US federal, state or local government contract flow-down provisions such as the US FARS, DFARS, etc.). If a court or other authoritative body determines that Microsoft is a subcontractor for Solutions you developed for a government entity, then you agree to assert on our behalf that our products and services are commercial items. Our commercial terms and conditions along with only those mandatory flow-down clauses applicable to commercial subcontractors will apply. Under no circumstances will we provide any cost or pricing data.

ii.  You represent that no sales or contracts to public sector entities are contingent on your receipt of any products or services in connection with the Hackfest. If you have a cost-based government contract, you will factor in any resulting reduction of costs that any such products or services may generate and disclose them as necessary to your end government customer.

5.  Confidentiality. If we disclose any confidential information to each other, the terms of the NDA will govern.

6.  Intellectual Property and Licensing. We make no claim of any ownership in your work product resulting from our provision of products or services to you. Each of us owns and retains all right, title and interest in and to our own respective products and services, including the underlying intellectual property. You acknowledge that Microsoft is not granting any licenses, covenants or other intellectual property rights whatsoever (by implication, exhaustion, estoppel or otherwise) as a result of your participation in the Hackfest, or your implementation of any advice or suggestions from Microsoft. Such rights, if any, will be provided only upon execution of a separate written agreement between Microsoft and you. Neither of us intend any joint development activities under this Agreement, and both of us will endeavor to avoid the creation of joint intellectual property. In the event that we both desire to jointly create any technology, materials, papers, or intellectual property under or in connection with this Agreement or the Hackfest, we will enter into a separate written agreement. You may, at your discretion, provide suggestions, comments or other feedback to us with respect to our products and services. We have no obligation to pay you for your use of any hardware, software or services, or for any feedback you provide, and we may use, share and commercialize your feedback for any and all purposes, at no charge.

7.  No representations by Microsoft. Except as expressly set forth in the Agreement, Microsoft has not made any additional representations to you about the Hackfest or products or services provided by us in connection with the Hackfest, on which you have relied in deciding to enter into this Agreement or participate in the Hackfest. Microsoft’s delivery of any products or services under this Agreement are provided “AS IS” and without warranty of any kind. Microsoft disclaims on its own behalf and on behalf of its affiliates and suppliers all other representations, warranties, and conditions, whether express, implied or statutory.

8.  Limitations on liability and exclusions of remedies. Neither party will be liable to the other for any loss (whether direct or indirect), including but not limited to loss of profits, data, business or anticipated savings, or due to business interruption arising out of this Agreement. Neither party can recover any damages, including direct, indirect, consequential, punitive, incidental or special damages arising out of or related to this Agreement (whether for products, services, termination or otherwise). The only remedy that the parties may have for any claim arising out of or related to this Agreement is to terminate this Agreement. Your and Microsoft’s total cumulative liability for loss or damage of any kind (including loss or damage caused by negligence), to the extent not excluded by this Agreement, is limited to five dollars US ($5.00). This clause does not limit either party’s liability to the extent that such limitation is not permitted by law.

9.  Term & Termination. This Agreement will remain in effect for the duration of the Hackfest as described in the Technical Goals, or for the duration of your participation in the Hackfest, whichever is shorter. You may end your participation in the Hackfest, or terminate this Agreement, at any time upon written notice to us. We may terminate the Hackfest, or this Agreement for any reason upon thirty (30) days written notice to you, but may terminate your participation in the Hackfest immediately if you breach of any of the terms of this Agreement. In all events of termination, your access to any software, applications, products, services, or platforms provided in connection with the Hackfest may end; if so, you agree to immediately stop using them unless Microsoft (in its sole discretion) permits your continued use. Sections 4, 5, 6, 7 and 8 will survive any termination or expiration of this Agreement.