Attachment B: Alliance Partner Remuneration Model

Commercial Terms

Partner Fee Per Eligible Opportunity

Partner Fee Payment Schedule

Partner Fees will apply to opportunities as follows:

Annual Performance Rebate

Denodo provides sales rebates for incentivizing Partners to achieve annual targets of Partner-Sourced new Customer wins number and/or incremental revenue volume (ACV) per calendar year:

Services & Training

Benefit Terms & Conditions

Partner Fees

1. Partner fees are incremental and additive based on the role played by the Partner in a given sales process, from Partner-Sourced to Value-Add to Resell, as each is defined in the Denodo Partner Program Guide.
2. Partner-Sourced fees are payable only for opportunities registered in the Denodo Partner Portal and approved by Denodo and subject to the terms of such Opportunity Registration Approval. Opportunity Registration Approvals qualify the Partner for sourcing fees only. Additional fees for value-add and resell paperwork are approved separately prior to the close of the Customer sale. In the event that Denodo terminates the Agreement pursuant to Section X.b thereof, such termination shall not affect any registered opportunity existing as of the date of such termination, which has been approved by Denodo.
3. Approval of Partner fees is subject to Denodo’s validation, in its sole discretion, of the Partner’s role and value-add in the opportunity.
4. Where more than one Partner is engaged on an opportunity, fees will be prorated accordingly, based on Denodo’s determination, in its sole discretion, of each Partner’s value contribution.
5. Fee % levels are subject to adherence to pricing/discount guidelines and minimum TCV. Higher discounts to end Customers can reduce Partner fees.
6. Partners may request Denodo BDR support for following up on partner leads to convert to opportunities. This must be agreed between Denodo and the Partner in anticipation of sourcing the opportunity and will result in a 3% reduction of the Partner-Sourced fee.
7. Tax-payer funded and public-sector transactions may adopt a “No Remuneration Policy” or be eligible for MDF.
8. Qualified Revenue is equal to net software license fee (less any applicable fees, discounts, rebates, refunds, taxes and offsets) and excludes any fees attributable to training or other professional services, calculated as follows:
   • For new subscription licenses, this equals net subscription bundle fee (including Maintenance & Support Services and D-PASS services embedded).
   • For expansion subscription licenses, this equals the difference between net subscription bundle fee (including Maintenance & Support Services and D-PASS) and net renewal subscription bundle fee (including Maintenance & Support Services and Success Services).
   • For new or expansion perpetual licenses, this is equal to the net perpetual license fee portion only.
9. Partner fees for perpetual licenses are payable on 50% of Qualified Revenue in the initial year.
10. Partner fees for subscription licenses are payable on 100% of Qualified Revenue as below:
    • For new or expansion subscription licenses, the entire Partner fees are payable on the Qualified Revenue for any fully prepaid term in whole years. Monthly subscriptions are excluded.
    • For renewals of subscription licenses and payment of annual subscription fees beyond the initial prepaid term, Partner fees are payable as below. Opportunity Registration Approval is required for renewals.
11. Partner fees per opportunity become payable only upon close of the applicable transaction and payment by Customer of the applicable Denodo license, support and services fees.
12. Partners may receive fees in any of following ways:
    • For eligible opportunity-specific Partner fees:
      • Invoice Denodo for direct payment.
      • Applied as a margin and included in the Partner’s purchase price for resell.
      • Convert to MDF (requires Denodo approval).
    • For Annual Performance Rebate:
      • Invoice Denodo for direct payment.
      • Convert to MDF.

Annual Performance Rebate

13. Eligible transactions must meet the following criteria:
    • Partner-Sourced. Transactions that are Partner-influenced (TVA or BVA) and/or Resell only are not eligible.
    • Closed during the previous calendar year for Denodo Standard, Denodo Enterprise or Enterprise Plus license for a minimum 4 cores and 12-month term.
    • Based on number of new Customer wins and/or based on ACV of new Customers.
    • If the Partner territory is worldwide (e.g. Global SI), the above criteria are applied on a per major region basis (e.g., NA, EMEA, LATAM, APAC) and not aggregated globally.
14. Rebates are calculated on Qualified Revenue of eligible transactions. Annual Performance Rebates apply to the total realized prepaid ACV per Partner.
15. Rebates will be increased by 50% if taken as Market Development Funds (MDF) as per the terms of the MDF program. Partner must indicate its election to take any rebates as MDF via written notice to Denodo - Partner’s election may not be amended once provided to Denodo.
16. Rebates are disbursed in the following calendar year, subject to payment being received from the Customer. Partners will receive recognition awards at the same time.

Market Development Funds (MDF)

17. MDF credit is valid for 12 months from the end of the calendar year in which it was earned (the “MDF Term”). Any portion of the MDF credit not used during the MDF Term is forfeited.
18. Termination of the Agreement, with or without cause, shall automatically terminate the MDF. Notwithstanding the above, activities that were approved and completed prior to termination of the Agreement may still be eligible for reimbursement in accordance with the terms of the Denodo Partner Program Guide.
19. MDF used by Partner for Denodo training, Denodo professional services, and any Denodo-led marketing activity with Partner co-pay, may be remitted in the form of debit against your MDF balance.
20. Partner shall submit a claim for reimbursement (the “Claim”) for any other approved MDF activity within ninety (90) days of completion of the approved activity. The Claim will need to include:
    • Proof of costs (including third-party invoices if relevant);
    • Proof the activity was completed during the MDF Term.
    Once the Partner has submitted the Claim, Denodo will review and approve or request additional information for verification. Denodo reserves the right to audit and verify all MDF Claims and request additional documentation prior to reimbursement of the Claim. Within four (4) weeks of the Claim approval, Partner will receive reimbursement. The reimbursement may be through bank transfer and debited against your MDF balance.
21. Opting in for MDF is irreversible, and it cannot later be exchanged or redeemed for cash.
22. Travel, accommodation and other employee expenses for Denodo and partner staff are borne by respective companies and not to be included in MDF calculations.
23. Denodo will not provide reimbursement for any activities that are not pre-approved or in accordance with these MDF Program Guidelines. Any costs that go beyond an agreed-upon amount are the responsibility of the partner.

Partner Program

Engagement Model: You are opting in for membership in the Denodo Partner Program with the Alliance Partner Engagement Model(s) and subject to the terms listed.

Alliance Partners are Consultants, Systems Integrators and Solution Providers interested in building a services practice around Denodo and receiving referral benefits. They refer Customers to and co-sell with the Denodo sales teams, and provide pre-sales and post-sales consulting and implementation services. Alliance Partners are eligible to receive Partner-Sourced and Value-Add teaming/referral fees for helping Denodo sales teams to close business.

Alliance Partners may also be granted the option to Resell opportunities that are Partner-Sourced. This “Option to Resell" is separate and distinct from the Value-Added Reseller engagement model described in the Denodo Partner Program Guide. Under this option, the Alliance Partner continues to work in a co-sell model with Denodo (as described above), but may be permitted by Denodo, in its sole discretion, to carry the final sale of Denodo Software on Partner’s paper on an opportunity-specific basis. Any proposals to an end Customer and revisions thereof must be pre-approved by Denodo.

If you already have access to the Denodo Partner Portal at the Registered tier, this agreement will enhance your membership benefits commensurate with the Engagement Model listed below.

Partner Program Guide: The current Denodo Partner Program Guide is available at: https://www.denodo.com/en/document/brochure/partner-program-guide.

Program Details: Denodo reserves the right, by email notification to Partner to announce and make changes, in its sole discretion, to the Program Details (including, for the avoidance of doubt, the Denodo Partner Program Guide and/or the commercial Program Details, as set forth in this Attachment B). Any changes will be effective thirty (30) days from the date of such notice to Partner (the “Change Effective Date”) and all new versions of the Program Details will supersede and replace all prior versions of the Program Details.

In the event Denodo makes any such changes, the new Program Details will apply only to any new opportunities that are approved on or after the Change Effective Date. The Program Details previously in place will continue to govern any opportunity approved prior to the Change Effective Date, unless Denodo and Partner agree otherwise.

Tier: Default is Foundation. Partner achieves Silver, Gold or Platinum tier by meeting the tier requirements, as described in the Denodo Partner Program Guide.

Effective Date and Term, Renewals(s): Program Details described herein will commence on the Effective Date and will continue for an initial term lasting until March 31 of the following calendar year, and will renew for successive one (1) year terms thereafter.