Attachment B: Alliance Partner Remuneration Model

COMMERCIAL TERMS

Partner Fee Benefits

Applicable Partner Fees are determined based on the term specified in the initial opportunity order form, regardless of whether it is annual or prepaid, and will apply to opportunities as follows:

PARTNER OPPORTUNITY ENGAGEMENT	REGISTERED	FOUNDATION	SILVER	GOLD	PLATINUM
		Sourced New Business*	10%	15%	20%	22%	24%
Sourced New Expansion*	5%	10%	15%	17%	19%
Influence*	0%	8%	10%	12%	14%
Renewal**	0%	6% or 8% or 10%	7% or 9% or 11%	8% or 10% or 12%	9% or 11% or 13%

* Requires that the partner completes the Resell on partner paper. Not doing so will result in a 5% fee reduction.
** Renewal percentages correspond with incrementing options of 1, 2, or 3 years and increase with each partner tier. If the partner handling the Renewal does not complete the resell, they will receive 0% irrespective of their tier or length of renewal.

BENEFIT TERMS & CONDITIONS

Partner Fees

1. Partner-Sourced fees are payable only for opportunities registered in the Denodo Partner Portal via the Deal Registration Form and approved by Denodo and subject to the terms of such Deal Registration Approval. Deal Registration Approvals qualify the Partner for sourcing fees only. Fees for Influence and Renewal are approved separately prior to the close of the Customer sale. In the event that Denodo terminates the Agreement pursuant to Section 11.2 thereof, such termination shall not affect any registered opportunity existing as of the date of such termination, which has been approved by Denodo.
2. Approval of Partner fees is subject to Denodo’s validation, in its sole discretion, of the Partner’s tier level. The tier level assigned to the opportunity will be based on the current partner tier at the time the final quote is issued by Denodo and that tier will be applied to the full term of the order.
3. Where more than one Partner is engaged on an opportunity, fees will be prorated accordingly based on each Partner’s value contribution. Where the sourcing or influencing partner is not reselling and an alternative partner completes the resell, we recommend a 5% fee. This distribution is applicable only when the resale activities are directly attributable to the efforts of the designated alternate partner.
4. Fee % levels are subject to adherence to pricing/discount guidelines and minimum TCV. Higher discounts to end Customers can reduce Partner fees.
5. 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.
6. Tax-payer funded and public-sector transactions may adopt a “No Remuneration Policy” or be eligible for MDF.
7. 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 Success Services embedded).
   • For expansion subscription licenses, this equals the difference between net subscription bundle fee (including Maintenance & Support Services and Success Services) and net renewal subscription bundle fee (including Maintenance & Support Services and Success Services).
8. 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.
9. 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.
10. 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 partner-invoiced resale of Denodo services and training, a 10% discount is applied for Partners (use of MDF is also permitted). No discount is applied for Denodo-invoiced services or training.

Market Development Funds (MDF)

1. 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.
2. 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.
3. 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.
4. 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.
5. Opting in for MDF is irreversible, and it cannot later be exchanged or redeemed for cash.
6. Travel, accommodation and other employee expenses for Denodo and partner staff are borne by respective companies and not to be included in MDF calculations.
7. 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.

Customer Support Provision

8. The Partner may, at its discretion, provide customer support services as part of the Partner Program, subject to validation by Denodo of Partner’s ability to provide such services. If agreed, this provision shall be reflected in an addendum to this Agreement. The Partner may request this addendum separately, and both parties must agree to its terms in writing for it to become effective.

PROGRAM DETAILS

Engagement Model: You are opting in for membership of the Denodo Partner Program as an Alliance Partner 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 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.

Denodo 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 Terms, 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 Registered. Partner achieves Foundation, Silver, Gold or Platinum 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.

The contents of this Denodo Partner Agreement are strictly confidential and must not be shared with any external parties. Unauthorized disclosure of any information within this Agreement may result in penalties including, without limitation, the termination of the partnership.