“Strategic Partner Agreement”

If you have ever wondered what a “Strategic Partner Agreement” looks like, I have drafted a mock agreement between “Nvidia” and “Epic Games”.

[NVIDIA CORPORATION]

STRATEGIC PARTNER AGREEMENT

Final Agreement between NVIDIA Corporation and Epic Games, Inc.

Date: [Insert Date]

1. Introduction

This Strategic Partner Agreement ("Agreement") is entered into as of [Effective Date] by and between NVIDIA Corporation ("NVIDIA"), a Delaware corporation with its principal place of business at [NVIDIA’s Address], and Epic Games, Inc. ("Epic Games"), a Maryland corporation with its principal place of business at [Epic Games’ Address]. This Agreement establishes a strategic partnership to collaborate on the integration and joint development of advanced real-time rendering and AI technologies, leveraging NVIDIA’s GPU technology and Epic Games’ Unreal Engine.

2. Scope of Work

2.1 Collaboration Objectives:

• Technology Integration: NVIDIA and Epic Games will collaborate to integrate NVIDIA’s RTX technology and AI-driven solutions into Unreal Engine, including real-time ray tracing, DLSS (Deep Learning Super Sampling), and other advanced graphics technologies.

• Joint Development: Both parties will jointly develop new features and tools for Unreal Engine that utilize NVIDIA’s GPUs and software. These efforts will focus on enhancing Unreal Engine’s capabilities for real-time 3D content creation across various industries, including gaming, film, architecture, and automotive.

• Metaverse Initiatives: NVIDIA will support Epic Games in the development of its metaverse platforms by providing GPU technology and expertise, enabling large-scale, immersive virtual environments within Fortnite and other Epic Games products.

2.2 Deliverables:

• NVIDIA: Provide the necessary GPU hardware, software, and support for integration with Unreal Engine. Deliver advanced SDKs, APIs, and technical documentation to facilitate the development of new features.

• Epic Games: Develop and implement new features within Unreal Engine that leverage NVIDIA’s technology. Deliver regular updates on the progress of these developments, including beta versions and release candidates.

3. Key Terms and Obligations

3.1 Term and Termination:

• Initial Term: This Agreement shall commence on [Effective Date] and continue for a period of [3 years], unless terminated earlier in accordance with this section.

• Renewal: The Agreement may be renewed for additional [2-year] terms upon mutual written agreement.

• Termination: Either party may terminate this Agreement with [120 days] written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within [30 days] of receiving written notice. Either party may also terminate for convenience with [120 days] notice.

3.2 Intellectual Property Rights:

• Ownership of Pre-Existing IP: Each party retains ownership of its pre-existing intellectual property.

• Joint IP Development: Any new intellectual property developed jointly under this Agreement shall be co-owned by NVIDIA and Epic Games. Both parties must obtain mutual consent before licensing this IP to third parties.

• Licensing: NVIDIA grants Epic Games a non-exclusive, royalty-free license to use NVIDIA’s technology solely for the purposes outlined in this Agreement. Epic Games grants NVIDIA a non-exclusive, royalty-free license to use Unreal Engine and any related IP for integration with NVIDIA’s technology.

3.3 Financial Terms:

• Revenue Sharing: Revenues generated from the sale of joint products or services developed under this Agreement shall be shared as follows: [Y% to Epic Games, X% to NVIDIA].

• Payment Terms: Payments due under this Agreement shall be made on a quarterly basis, net 30 days after the end of each quarter.

3.4 Confidentiality:

• Both parties agree to maintain the confidentiality of all proprietary information exchanged under this Agreement. Confidentiality obligations shall survive the termination of this Agreement for a period of 7 years. Neither party shall use confidential information for competitive purposes during or after the term of this Agreement.

4. Timelines and Milestones

4.1 Development Timeline:

• Initial Integration: Complete the initial integration of NVIDIA RTX technology with Unreal Engine within 12 months of the Effective Date.

• Beta Release: Deliver a beta version of the integrated Unreal Engine features to select developers within 15 months.

• Full Release: Launch the fully integrated Unreal Engine with NVIDIA technology to the public within 18 months.

4.2 Reporting and Updates:

• Progress Reports: Epic Games will provide NVIDIA with quarterly progress reports detailing the status of development efforts and any challenges encountered.

• Milestone Meetings: Both parties agree to hold bi-monthly meetings to review progress, address any issues, and make necessary adjustments to the project plan.

5. Risk Management and Contingencies

5.1 Risk Assessment:

• Technical Risks: Both parties acknowledge potential technical challenges in integrating NVIDIA’s technology with Unreal Engine and agree to allocate sufficient resources to address these challenges promptly.

• Market Risks: Recognizing the possibility of changes in market demand or the competitive landscape, both parties agree to adjust marketing strategies as needed.

5.2 Contingency Plans:

• Fallback Plans: If integration faces significant delays, both parties will develop and implement fallback plans to minimize impact, such as releasing a limited version of the integrated technology.

• Financial Adjustments: Revenue-sharing adjustments due to market fluctuations will be reviewed annually and require mutual agreement.

6. Marketing and Co-Branding

6.1 Co-Branding Opportunities:

• Both parties will collaborate on co-branded marketing efforts, including joint press releases, events, and promotional campaigns. Epic Games reserves the right to veto any co-branded materials involving Unreal Engine.

• Both parties commit to a minimum of three joint marketing campaigns per year.

6.2 Sales Enablement:

• Each party will provide the necessary sales and marketing materials to support the promotion of integrated technologies developed under this Agreement.

7. Dispute Resolution

• Arbitration: Any disputes arising under this Agreement shall be resolved through binding arbitration under the International Chamber of Commerce (ICC) rules, to be conducted in New York City.

8. Miscellaneous

8.1 Governing Law:

• This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

8.2 Amendments:

• Any amendments to this Agreement must be made in writing and signed by authorized representatives of both parties.

9. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

NVIDIA Corporation
[Authorized Signatory Name]
[Title]
[Date]

Epic Games, Inc.
[Authorized Signatory Name]
[Title]
[Date]