Sourcegraph Partner Agreement
Last updated: July 22, 2026
This Partner Agreement (referred to as the "Agreement") is entered into by and between Sourcegraph, Inc. ("Sourcegraph") and the entity identified on the signature page of the executed agreement ("Partner"), and is effective as of the date of last signature (the "Effective Date").
This Agreement governs the relationship between the parties. The parties may also execute one or more supplements (each, a "Supplement") that set out additional terms for specific partnership activities. Each executed Supplement, if any, attaches to and forms part of the Agreement.
0. Table of contents
1. Definitions
2. Appointment; Relationship of the Parties
4. Ownership
10. Indemnification
13. Miscellaneous
1. Definitions
Capitalized terms used but not defined in a Supplement have the meanings set forth in this Agreement.
1.1 "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the voting interests.
1.2 "Confidential Information" has the meaning set forth in Section 3 (Confidentiality).
1.3 "Customer" means a third party in the Territory that obtains the right to use the Products through Partner's activities under this Agreement, as further described in the applicable Supplement.
1.4 "Customer Agreement" means Sourcegraph's then-current Terms of Service governing Customer use of the Products, available as of the Effective Date of this Agreement at sourcegraph.com/terms, together with any product-specific or supplemental terms Sourcegraph applies, as updated by Sourcegraph from time to time.
1.5 "Documentation" means the user documentation Sourcegraph generally makes available for the Products at docs.sourcegraph.com.
1.6 "Feedback" means any comments, questions, suggestions, or other feedback relating to the Products or Sourcegraph's other products or services.
1.7 "Order Form" means an ordering document provided by Sourcegraph that references this Agreement for the purchase or provisioning of Products by or on behalf of a Customer.
1.8 "Products" means the Sourcegraph proprietary products and services identified in the applicable Supplement or an applicable Order Form, including any Documentation and updates Sourcegraph makes generally available.
1.9 "Sourcegraph Marks" means the names, logos, trademarks, and other identifiers of Sourcegraph and the Products.
1.10 "Supplement" means any supplement to this Agreement executed by the parties that sets out additional terms for specific partner activities.
1.11 "Term" has the meaning set forth in Section 11 (Term & Termination).
1.12 "Territory" means the geographic area specified in the applicable Supplement, if any is identified.
2. Appointment; Relationship of the Parties
2.1 Appointment. Subject to the terms of this Agreement and the applicable Supplement, Sourcegraph appoints Partner as a non-exclusive partner to market, promote, and support adoption of the Products, and Partner accepts that appointment. Partner's specific authorized activities and any associated commercial terms are set forth in the applicable Supplement. Absent a Supplement, Partner may collaborate with Sourcegraph regarding the marketing and promotion of the Products on a non-transactional basis, and has no right to resell, accept orders for, or refer customers to Sourcegraph for a fee, except as a Supplement provides. Neither party is obligated to refer, resell, or pursue any particular opportunity.
2.2 Non-Exclusive. The rights granted to Partner are non-exclusive. Nothing in this Agreement limits Sourcegraph's right to market, sell, distribute, or provide the Products directly or through any other party, or to appoint other resellers, referral sources, distributors, or partners, anywhere in the world, including in the Territory, during or after the Term.
2.3 No Authority to Bind. Neither party has the authority to make any representation, warranty, or commitment on behalf of the other. Partner has no authority to negotiate or modify the Customer Agreement or any Order Form, or to otherwise bind Sourcegraph without Sourcegraph's express written permission. Partner will not hold itself out as an agent of Sourcegraph or represent that it has any authority beyond that expressly granted in this Agreement.
2.4 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates any agency, legal partnership, joint venture, employment, or fiduciary relationship between the parties. Each party is solely responsible for its own personnel, costs, and expenses, and for the manner and means by which it performs under this Agreement.
2.5 No Obligation to Enter into an Order. Nothing in this Agreement obligates Sourcegraph to accept any order, pursue any opportunity, enter into any Customer Agreement, or provide the Products to any prospective Customer. Sourcegraph may decline, suspend, or withdraw from any opportunity in its discretion, subject to the terms of the applicable Supplement.
3. Confidentiality
3.1 Definition. "Confidential Information" means information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes the terms of this Agreement and each Supplement, all non-public information regarding the Products, and Sourcegraph's pricing, product plans, and technology.
3.2 Exclusions. Confidential Information does not include information that: (a) was or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without confidentiality restriction before disclosure by the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without confidentiality restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
3.3 Obligations. The Receiving Party will: (a) not use the Disclosing Party's Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement; (b) not disclose such Confidential Information to any third party except to its employees, Affiliates, and advisors who need to know it for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (c) protect the Confidential Information using at least the degree of care it uses for its own confidential information of a similar nature, and in no event less than reasonable care. The Receiving Party is responsible for any breach of this Section by its recipients.
3.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law or legal process, provided that, to the extent permitted by law, it gives the Disclosing Party prior written notice and reasonable cooperation (at the Disclosing Party's expense) to enable the Disclosing Party to seek a protective order or other relief. In all cases where disclosure is compelled, the Receiving Party will disclose only the portion of Confidential Information legally required to be disclosed.
3.5 Injunctive Relief. The Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the Disclosing Party is entitled to seek injunctive or other equitable relief, without the necessity of posting a bond, in addition to any other available remedies.
3.6 Duration. The obligations in this Section apply during the Term and for three (3) years thereafter, except that obligations with respect to any Confidential Information that constitutes a trade secret continue for as long as such information remains a trade secret under applicable law.
4. Ownership
4.1 Sourcegraph Technology. As between the parties, Sourcegraph and its licensors retain all right, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Products, the Documentation, the Sourcegraph Marks, and all related and underlying technology, and any derivative works, modifications, or improvements of any of the foregoing (collectively, "Sourcegraph Technology"). Partner acquires no rights in the Sourcegraph Technology except the limited rights expressly granted in this Agreement and the applicable Supplement. No ownership rights are conveyed to Partner regardless of any use of the words "purchase," "sale," or similar terms. All rights not expressly granted are reserved.
4.2 Sourcegraph Materials. Sourcegraph may provide Partner with marketing, sales, demonstration, training, and other materials for use in Partner's authorized activities under this Agreement ("Sourcegraph Materials"). Sourcegraph Materials may also include demonstration accounts, trial workspace accounts, test or demonstration systems, and similar access to Sourcegraph products. Sourcegraph retains all right, title, and interest in and to the Sourcegraph Materials. Subject to the terms of this Agreement, Sourcegraph grants Partner a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use the Sourcegraph Materials solely in unmodified form (unless otherwise agreed between the Parties) and solely as necessary to perform its authorized activities under the applicable Supplement. Partner will not alter, create derivative works from, or remove any proprietary notices from the Sourcegraph Materials, and will cease all use upon Sourcegraph's request or expiration or termination of this Agreement. For Sourcegraph Materials that include access to Sourcegraph systems, such use is subject to the Customer Agreement, and the Partner Use Restrictions outlined in Section 5. Sourcegraph provides Sourcegraph Materials "AS IS," with no warranty, support, or indemnity obligation of any kind.
4.3 Feedback. Partner may from time to time provide Feedback. Sourcegraph may freely use, disclose, and exploit any Feedback for any purpose without restriction or obligation of any kind to Partner.
5. Partner Use Restrictions
5.1 Restrictions. Except as expressly permitted under this Agreement or the applicable Supplement, Partner will not, and will not permit any Customer, prospective Customer, or other third party to: (a) access or use the Products other than as authorized under this Agreement; (b) rent, lease, sublicense, sell, or otherwise make the Products available to any third party, including any Customer or prospective Customer, without Sourcegraph's express written approval; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Products; (d) modify or create derivative works of the Products; (e) use the Products to develop or provide a product or service that competes with or provides functionality substantively similar to the Products; (f) remove or obscure any product identification or any proprietary, copyright or other notices in the Products; (g) re-brand the Products or represent them as Partner's own; or (h) publicly disseminate any performance, benchmarking, or similar analysis regarding the Products (collectively, the "Partner Use Restrictions").
6. Trademark License
6.1 License to Sourcegraph Marks. Subject to the terms of this Agreement, Sourcegraph grants Partner a non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use the Sourcegraph Marks identified by Sourcegraph solely in connection with Partner's authorized activities under the applicable Supplement, and solely in accordance with Sourcegraph's then-current trademark and brand guidelines as provided to Partner.
6.2 Approval. Partner will obtain Sourcegraph's prior written approval for any marketing, advertising, or promotional material that uses a Sourcegraph Mark or otherwise describes the Products. Partner will conform its use of the Sourcegraph Marks to any specifications Sourcegraph provides and will promptly modify or cease any use upon Sourcegraph's request.
6.3 Restrictions. Partner will not: (a) use any Sourcegraph Mark in a manner that is misleading, disparaging, or detrimental to Sourcegraph or the Products; (b) register or attempt to register any trademark, domain name, or social media identifier that uses or is confusingly similar to any Sourcegraph Mark; or (c) bid on, purchase, or use any Sourcegraph Mark (i) as a paid search keyword, (ii) in ad text or search listings, or (iii) as part of any display or destination URL in a paid search listing.
6.4 Goodwill; Reservation of Rights. All goodwill arising from Partner's use of the Sourcegraph Marks inures solely to the benefit of Sourcegraph. Sourcegraph retains all right, title, and interest in and to the Sourcegraph Marks, and Partner acquires no rights in them except the limited license expressly granted in this Section. If Partner has registered or registers any domain name or identifier in violation of Section 6.3, Partner will, at Sourcegraph's request, promptly transfer it to Sourcegraph at no charge.
7. Partner Conduct
7.1 Representations. Each party will represent the other party and its products and services in a professional manner and will not make any representation about the other party or its products or services that such party knows is inaccurate or misleading, or that purports to bind the other party without such party's express written permission. Partner will not make any representation, warranty, guarantee, or statement regarding Sourcegraph or the Products except as consistent with, and limited to, the written descriptions and materials Sourcegraph provides to Partner. Partner will promptly refer to Sourcegraph any Customer or prospective Customer questions regarding the Products or the Customer Agreement.
7.2 Compliance with Laws. Partner will comply with all laws and regulations applicable to its performance under this Agreement, and will not engage in any deceptive, misleading, illegal, or unethical practice detrimental to Sourcegraph or the Products. Without limiting the foregoing:
(a) Data Protection. Partner will comply with all applicable data protection and privacy laws in connection with any personal data it handles under this Agreement.
(b) Anti-Corruption. Partner represents, warrants, and covenants that it has not and will not, directly or indirectly, offer, promise, pay, or give anything of value to any government official or other person to improperly obtain or retain business or secure an improper advantage, and that it will comply with the U.S. Foreign Corrupt Practices Act and all other applicable anti-corruption and anti-bribery laws.
(c) Export and Sanctions. Partner will comply with all applicable export control and economic sanctions laws. Partner represents and warrants that it is not, and will not provide, market, or facilitate access to the Products to any party that is, (i) located in or a national or resident of any country or region subject to a U.S. government embargo or comprehensive sanctions, or (ii) identified on any U.S. government list of prohibited or restricted parties.
8. Representations
8.1 Mutual Representations. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation; (b) it has the full power and authority to enter into and perform its obligations under this Agreement; and (c) its execution and performance of this Agreement will not violate any applicable law or any agreement or obligation by which it is bound.
9. Limitation of Liability
9.1 Exclusion of Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR COST OF REPLACEMENT SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS AND AS SET FORTH IN SECTION 9.3 (LIABILITY SUPERCAP), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BETWEEN THE PARTIES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
9.3 Liability Supercap. EXCEPT FOR EXCLUDED CLAIMS, FOR ANY CLAIM ARISING OUT OF OR RELATING TO (A) EITHER PARTY'S BREACH OF SECTION 3 (CONFIDENTIALITY) OR (B) SOURCEGRAPH'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.2, THE LIABLE PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THREE TIMES (3X) THE TOTAL AMOUNTS PAID OR PAYABLE BETWEEN THE PARTIES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
9.4 Excluded Claims. "Excluded Claims" means claims arising out of or relating to: (a) Partner's indemnification obligations under Section 10.1; (b) Partner's breach of Section 7 (Partner Conduct); or (c) a party's gross negligence, fraud, or willful misconduct; or (d) Partner's payment obligations, if any, under the applicable Supplement.
9.5 Application. THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS APPLY IN THE AGGREGATE TO EACH PARTY AND ITS AFFILIATES AND SUPPLIERS.
10. Indemnification
10.1 By Partner. Partner will defend Sourcegraph and its Affiliates, and their respective officers, directors, employees, and agents (the "Sourcegraph Indemnified Parties"), from and against any third-party claim, demand, action or proceeding ("Claim"), and indemnify them from any damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to: (a) Partner's breach of Section 3 (Confidentiality), Section 7 (Partner Conduct), or its obligations under any applicable Supplement; or (b) Partner's acts or omissions in marketing, promoting, distributing, or selling, as applicable, the Products or any product or service offered in conjunction with the Products.
10.2 By Sourcegraph. Sourcegraph will defend Partner and its Affiliates, and their respective officers, directors, employees, and agents (the "Partner Indemnified Parties"), from and against any Claim, and indemnify them from any Losses arising out of or relating to any allegation that the Products, when used as authorized under the Customer Agreement, infringe or misappropriate a third party's intellectual property rights. Sourcegraph will have no obligation under this section to the extent a Claim arises from (i) use of the Products other than as authorized under the Customer Agreement or the Documentation, (ii) modification or combination of the Products not performed or authorized by Sourcegraph, or (iii) Partner's or a Customer's failure to use a corrected or updated version Sourcegraph has made available to such Customer.
10.3 Procedure. The party seeking indemnification (the "Indemnified Party") will: (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of the Claim, provided that failure to provide prompt notice will relieve the Indemnifying Party of its obligations only to the extent it is materially prejudiced by the delay; (b) give the Indemnifying Party sole control of the defense and settlement of the Claim, provided that the Indemnifying Party will not enter into any settlement that imposes any liability or obligation on, or requires any admission by, the Indemnified Party without its prior written consent (not to be unreasonably withheld, conditioned, or delayed); and (c) provide reasonable cooperation at the Indemnifying Party's expense.
11. Term & Termination
11.1 Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Section.
11.2 Termination for Convenience. Either party may terminate this Agreement at any time, for any or no reason, upon thirty (30) days' prior written notice to the other party.
11.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice of that breach; (b) ceases to do business without a successor; or (c) becomes the subject of any bankruptcy, insolvency, receivership, or similar proceeding that is not dismissed within sixty (60) days. A material breach includes, without limitation, any breach by Partner of Section 7 (Partner Conduct).
11.4 Effect of Termination. Upon expiration or termination of this Agreement: (a) all rights and licenses granted to Partner under this Agreement and the applicable Supplement will immediately cease; (b) Partner will cease all use of the Sourcegraph Marks and Sourcegraph Materials; (c) each party will, at the other party's request, return or destroy the other party's Confidential Information in its possession or control (and, on request, certify such destruction), except for copies retained in routine backup systems, for archival purposes, or as required by law; and (d) any amounts accrued or owing prior to termination will become due and payable in accordance with the applicable Supplement. Notwithstanding termination of this Agreement, any Order Form with an active subscription period as of the effective date of termination will continue in effect for the remainder of its then-current subscription period under the terms of the Customer Agreement, this Agreement, and the applicable Supplement, and the Parties' respective obligations will survive through that subscription period accordingly.
11.5 Survival. Any provision that by its nature should survive termination or expiration will survive, including Section 1 (Definitions), Section 3 (Confidentiality), Section 4 (Ownership), Section 5 (Partner Use Restrictions), Section 9 (Limitation of Liability), Section 10 (Indemnification), this Section 11.4–11.5, and Section 13 (Miscellaneous), together with any accrued payment obligations and any provisions of the applicable Supplement that by their nature should survive.
12. Marketing & Publicity
12.1 Marketing. Partner will use commercially reasonable efforts to market and promote the Products consistent with its role under the Agreement and any applicable Supplement. Partner will represent the Products to prospects and customers no less favorably than it represents or describes competing products or services.
12.2 Co-Marketing. Partner agrees to: (a) permit Sourcegraph to use Partner's name and logo on Sourcegraph's website and in Sourcegraph's marketing materials to identify Partner as a partner of the Products, as outlined in the applicable Supplement; (b) keep Sourcegraph reasonably informed of its marketing activities and, if requested by Sourcegraph, develop a joint marketing plan with Sourcegraph; (c) upon Sourcegraph's request, reasonably cooperate in the creation of a case study or testimonial regarding the parties' relationship; and (d) if applicable, upon Sourcegraph's request, use reasonable efforts to facilitate the participation of one or more of its Customers in a case study, testimonial, or reference regarding the Customer's use of the Products, subject to the applicable Customer's consent.
12.3 Public Announcements. Except as set forth in Section 12.2, each party agrees to obtain the approval of the other before making any public announcement regarding the Agreement or the parties' relationship, such approval not to be unreasonably withheld.
13. Miscellaneous
13.1 Entire Agreement. This Agreement, including the applicable Supplement(s), is the complete statement of the Parties' agreement regarding its subject matter, and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral, relating to that subject matter. Any terms in a Partner purchase order or other Partner-issued document that is not executed by both parties as part of this Agreement shall have no force or effect. This Agreement may be amended only by a writing signed by both parties, except that Sourcegraph may modify a Supplement or any policy referenced in this Agreement on thirty (30) days' written notice, with the modified version applying to any Order Form accepted after its effective date.
13.2 Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement, without consent, to an Affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the parties' permitted successors and assigns.
13.3 Notices. Notices under this Agreement must be in writing and are deemed given: (a) on personal delivery; (b) on confirmed delivery by a recognized courier; or (c) one business day after being sent by email to the address designated by the receiving party, provided no bounce or error is received. Notices to Sourcegraph must be sent to the address on the signature page, Attention: Legal, with a copy to legal@sourcegraph.com.
13.4 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disputes, or failure of utilities, networks, or third-party services.
13.5 Non-Solicitation. During the Term and for twelve (12) months thereafter, neither party will knowingly solicit for employment any employee of the other party with whom it had material contact in connection with the Agreement. This restriction does not prohibit general solicitations not specifically directed at the other party's employees (such as job postings or recruiting-firm searches), or hiring any person who responds to such general solicitations or who approaches a party on their own initiative.
13.6 Non-Disparagement. Neither party will make any public statement that disparages or is reasonably likely to harm the reputation of the other party or its products or services. This Section does not restrict (a) truthful statements required by law or legal process, (b) good-faith competitive comparisons, or (c) statements made in connection with enforcing a party's rights under the Agreement.
13.7 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of Goods.
13.8 Dispute Resolution. In the event of any dispute arising out of or relating to this Agreement, the parties' authorized representatives will first attempt in good faith to resolve the dispute through informal discussions. If the dispute is not resolved within fifteen (15) business days after one party notifies the other in writing of the dispute, either party may submit the dispute to binding arbitration administered by JAMS before a single arbitrator, in accordance with the JAMS Streamlined Arbitration Rules & Procedures then in effect. If the parties cannot agree on the arbitrator within ten (10) business days, JAMS will appoint one. The arbitration will take place in San Francisco County, California, and will be conducted in English. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own costs and an equal share of the arbitrator's and JAMS' fees, unless the arbitrator determines otherwise. Notwithstanding the foregoing, either party may bring an action in the state or federal courts located in San Francisco County, California for (a) injunctive or other equitable relief to prevent or stop an actual or threatened breach of confidentiality or intellectual property rights or (b) enforcement of an arbitration award. The parties irrevocably submit to the exclusive jurisdiction of those courts for such actions.
13.9 Independent Significance; Conflicts. In the event of a conflict among the documents making up this Agreement, the following order of precedence applies: (a) the applicable Supplement; and (b) this Agreement.
13.10 No Third-Party Beneficiaries. This Agreement does not confer any rights on any third party, including any Customer.
13.11 Waiver; Severability. No failure or delay in exercising any right operates as a waiver, and no waiver is effective unless in writing. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in full effect.
13.12 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one agreement.