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Thinking about becoming a Neo4j partner? You may want to read this..

In this post I will explain some important issues you must consider before becoming a Neo4j partner.

Hopefully, this information will help you make an informed decision, and minimize the risk to your company and your clients.

If you want to view the entire agreement this post discusses , you can find it in the link below.

Full agreement: Neo4j Solution Partner Agreement

Overview

Becoming a solution 'partner' involves signing a partner agreement and paying a yearly fee. You will understand why I quoted 'partner' soon.

The agreement has terms which effectively prevent you from working with Neo4j open source licenses while you are a partner and for 3 years after your partnership ends!

It’s important to understand what you are agreeing to, especially as Neo4j forks such as Open Native Graph Database (ONgDB) are gaining traction.

For example, in the US government, you may be at a severe disadvantage in terms of competitive bid pricing for projects involving Neo4j open source licenses and forks because of these limitations.

Not only are the open source forks such as ONgDB already proving themselves in production in the federal government, there are well known and trusted contractors with a great deal of past performance supporting these open source distributions. They are not subject to the terms discussed and therefore do not have to consider Neo4j expensive commercial licenses in their project bids.

Terms to watch out for

1) The terms below prevent you from using Neo4j open source distributions during your partnership and 3 years after you stop being a partner.

During your partnership and for 3 years after your partnership ends you can’t:

  • Use Neo4j open source distributions (including popular forks such as ONgDB).

  • You can’t offer services such as consulting, training, technical support for clients for these open source licensed distributions.

The investment you will make into the Neo4j ecosystem, and all the experience, past performance, knowledge you gain will be lost if these terms kick in.

Keep in mind that Neo4j Inc can terminate your partnership for any reason, approach your clients, and more as you will see further in the agreement.

4.3.1 During the term of this Agreement, Partner may not use or run on any of Partner’s hardware,
or have deployed for internal use, any Neo Technology Community Edition Products
for commercial or production use.
In no event shall Partner reverse engineer, distribute or otherwise use the Products for its own internal use.
There are no implied rights. Partner will not fork or bifurcate the source code for any Neo Technology Community Edition Products into a separately
maintained source code repository so that development done on the original code requires manual work to be transferred to the forked
software or so that the forked software starts to have features not present in the original software.
4.3.2 During the term of this Agreement and up until thirty six (36) months after the termination or expiration of this Agreement,
Partner may not develop, market, distribute or offer any services related to any Neo Technology Community Edition Products,
derivative works of such products, or any Partner software code made to work with Neo Technology Community Edition Products
(including, without limitation, hosting services, training, technical support, configuration and customization services, etc.).

What are "Neo Technology Community Edition Products" you ask? They are any Neo4j products used with the free open source licenses.

If they had been clear and just said "open source licensed products", would you agree to these terms?

2) The partner agreement can be canceled for any reason by Neo4j Inc

Yes, you read this right. Neo4j Inc can terminate the partnership for any reason, even if you’ve done nothing wrong.

When a partner agreement is terminated, the restrictions kick in:

  • You can’t use or offer services / consulting /support for Neo4j open source distributions (and forks) for 3 years.

  • You can’t talk to your clients about Neo4j anymore.

  • Neo4j Inc can go around you and approach your clients directly for licensing and contracting.

7.2 Termination. This Agreement may be terminated by a party for cause immediately if (a) the other ceases to do business, or otherwise terminates its business operations; or (b) the other materially breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of written notice describing the breach.
In addition, Neo Technology may terminate this Agreement at any time by providing Partner with ninety (90) days prior written notice. This Agreement may be terminated as set forth on Exhibit C!.
7.3 Effect of Termination. Upon termination of this Agreement by either party (a) all rights and licenses of Partner hereunder will terminate and
Partner shall cease all communications with End Users regarding the Products; and (b) each party will immediately return to the other party all Confidential Information in its possession, custody or control in whichever form held (including all
copies or embodiments of the Confidential Information) and will cease using any trademarks, service marks and other designations of the other party; and (c) Partner shall pay to Neo Technology all outstanding fees. To remove all doubt, except as set forth in this Agreement,
it is hereby clarified that Partner will not be entitled to any additional remuneration, or reimbursement of any expenses
based on the expiration or termination of this Agreement. An addendum to this Agreement may specify additional effects of termination of this Agreement.
After any termination of this Agreement,  Neo Technology shall not be restricted in any manner from licensing or contracting with End Users.

3) You are not really a partner once you sign this agreement!

Yes, you heard that correctly! Even though the agreement is clearly labeled "NEO4J SOLUTION PARTNER AGREEMENT", there is a term hidden way down in section 10 that says you are not really a partner.

10.2  Relationship of Parties. This Agreement is not intended to create a relationship such as a partnership, franchise, joint venture, agency,
or employment relationship. Neither party may act in a manner which expresses
or implies a relationship other than that of independent contractor, nor bind the other party.

4) Neo4j Inc may try to enforce these terms on your other companies or partners if the 'partnership' is terminated, which they can do for any reason

This has actually happened once already.

Even though this partnership agreement is executed on behalf of the company signing it, Neo4j has shown that they are willing to attempt applying these terms outside of the company who signed the agreement.

If you or your board members have other companies you may want to understand what they have done in the past.

While you may prevail in court, you still have to deal with the legal headaches and costs associated with this type of behavior.

Summary

I’ve attempted to lay out some important considerations and information to assist you in making a more informed decision on becoming a Neo4j 'partner'.

I’m not saying that being a 'partner' is a bad thing, my goal is to share the knowledge I’ve acquired with fellow entrepreneurs.

References

Neo4j Partner Agreement: https://public.igovsol.com/neo4j-court-records/neo4j-partnership-agreement-highlighted.pdf

Note: I am not a lawyer, and the agreements referenced in this post may have changed. There could be other new terms I am not aware of and vice versa.

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