These Partner Program Terms (the “Agreement”) are between Asana, Inc. on behalf of itself and its affiliates (“Asana”) and the organization agreeing to the terms of this Agreement (“Channel Partner”), and sets forth the terms and conditions under which Asana and Channel Partner will work together on joint opportunities. To participate in the Partner Program (defined below), the Channel Partner must first enroll by completing the application and questions referenced in the Partner Handbook, fulfill the participation qualifications as stated in writing by Asana, and execute this Agreement by clicking a button indicating acceptance of these terms or by signing. Thereafter Asana may accept such Channel Partner into the Partner Program and the Agreement shall become effective as of the date this Agreement is clicked through by the Channel Partner or fully executed by the parties as applicable (the “Effective Date”). 


1.1 “Asana Service” means Asana’s collaboration work management software as a service platform to be provided pursuant to the applicable Order Form.

1.2 “Asana Code of Conduct” means the Asana Code of Conduct and Ethics located at as updated by Asana from time to time at its sole discretion. 

1.3 “Customer” means an entity that has entered into a transaction document with Channel Partner or Asana to purchase the Asana Service and/or Professional Services as applicable.

1.4 “Customer Acknowledgement Form” means the document signed by the Customer that demonstrates Customer’s acceptance of the Asana Subscriber Terms. 

1.5 “Customer Data” means all information that Customer and/or its End Users submit to the Asana Service.

1.6 “Close Family Member” means a family member, or member of the same household, who may reasonably be expected to influence, or be influenced by, that person in their dealings with the reporting entity.

1.7 “Documentation” means Asana’s user guides, as updated from time to time, accessible at

1.8 “Government Official” means anyone that is or that works for, or on the behalf of, a: (a) national, regional, municipal, or local government; (b) department, agency, subsidiary, or branch of a national, regional, municipal, or local government; (c) government-owned or government-controlled company (for example, a state-owned oil company, bank, airline, hospital, university, etc.); (d) subsidiary of a government-owned or government-controlled company; (e) public international organization (for example, the International Monetary Fund, the United Nations, the World Bank, the World Trade Organization, etc.); (f) member of a royal family; or (g) political party, political party official, or candidate for political office.

1.9 “Order Form” means a transaction document entered into between Channel Partner and Asana that incorporates this Agreement by reference and is either: (a) signed by Asana and Channel Partner, or (b) submitted by Channel Partner to Asana via the online process described the applicable Partner Type Terms.

1.10 “Partner Handbook” means the Asana Partners Program Handbook as updated by Asana from time to time at its sole discretion, available here.

1.11 “Partner Program” means, collectively, Asana’s policies and procedures for indirect sales that are set forth in this Agreement and the Partner Handbook.

1.12 “Partner Type Program” means the sales model indicated by Asana for Channel Partner to carry out as set forth in the applicable policies stated in the Program Handbook, and as updated from time to time by Asana at its sole discretion. 

1.13 “Partner Type Terms” means the requirements and obligations of Channel Partner based on Partner Type Program as stated in the Program Handbook and as updated from time to time by Asana at its sole discretion.

1.14 “Professional Services” means the customer success services provided by Asana,an Asana subcontractor, or a Channel Partner that are stated in an applicable Order Form.

1.15 “Services Order” means an ordering document such as a statement of work mutually executed by Asana and Channel Partner or purchase order issued by Asana and accepted by Channel Partner for Channel Partner services. 

1.16 “Subscriber Terms” means the agreement governing Customer’s use of the Asana Service as updated from time to time at

1.17 “Subscription” means access to and use of the Asana Service acquired by Customer. 

1.18 “Subscription Term” means the period of time for the Subscription identified in the applicable Order Form, including thereafter each renewal term, subject to the Subscriber Terms.


2.1 Appointment of the Channel Partner.  Subject to Channel Partner’s ongoing compliance with the terms of this Agreement and the Partner Handbook, Asana grants the Channel Partner the non-exclusive right to participate in the Partner Type Program approved by Asana or otherwise agreed upon in writing by the parties. Each appointment to a Partner Type Program shall be subject to the applicable Partner Type Terms as specified in Partner Handbook. 

2.2 Payments to Asana.  Channel Partner will pay all fees and charges invoiced by Asana within thirty (30) days of the invoice date. If Channel Partner disputes any part of an invoice in good faith, Channel Partner will pay the undisputed part and provide Asana with notice and detail of the dispute no later than the invoice due date. Amounts due are payable in the currency set forth in the applicable invoice and are non-cancelable and non-refundable unless otherwise provided in this Agreement. Channel Partner is responsible for providing complete and accurate billing information to Asana, including the purchase order number at the time of purchase if Channel Partner requires one. Asana reserves the right to suspend Channel Partner’s account and reject any open Order Forms submitted by Channel Partner if Channel Partner’s account becomes overdue and is not brought current within ten (10) business days following notice. Unpaid amounts may be subject to interest at the lesser of 1.5% per month or the maximum permitted by law plus collection costs. Suspension will not relieve Channel Partner’s obligation to pay amounts due. 

2.3 Channel Partner Taxes.  Any fees charged to Channel Partner are exclusive of taxes. Except for those taxes based on Asana’s net income, Channel Partner will be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. If any withholding is required by law, or if Customer at its own discretion applies withholding tax to the fees, Channel Partner will pay Asana any additional amounts necessary to ensure that the net amount that Asana receives, after any such withholding, equals the amount Asana would have received if no withholding had been applied. Upon request, Channel Partner will provide documentation showing that the withheld amounts have been paid to the relevant taxing authority. Asana’s failure to charge appropriate tax due to incomplete or incorrect information provided by Channel Partner will not relieve Channel Partner of its obligations under this Section. If Channel Partner or a Customer is exempt from certain taxes, Channel Partner will provide proof of such exemption to Asana without undue delay upon execution of the applicable Order Form.

2.4 Payments to Channel Partner.  If applicable to the Partner Type Program(s) indicated above or as otherwise agreed upon by the parties, Asana agrees to pay Channel Partner fees for its services in accordance with the terms of the relevant ordering document. Channel Partner will provide Asana with complete, correct invoices on a monthly basis (or such other basis as may be specified in the applicable ordering document), each invoice to include for the foregoing period a detailed description of the services performed, the dates and time spent on each service, the billing amount per time entry, the total amount billed, and an itemized list of applicable expenses (if any). Asana shall pay all undisputed amounts within thirty (30) days of Asana’s receipt of a complete and correct invoice.


3.1 Customer Access.  Customer’s access to and use of the Asana Service or other Asana offerings as agreed upon in an executed Order Form is subject to Asana’s Subscriber Terms.  If Channel Partner re-sells Asana Subscriptions as part of its Partner Type Program, and such Customer does not currently have a paid Subscription to the Asana Service at the time of Channel Partner’s Order Form, then Channel Partner is responsible for obtaining the Customer Acknowledgement Form from Customer upon or before submitting an Order Form to Asana. Asana is not obligated to provision Subscriptions to a Customer or issue an invoice to Channel Partner for an otherwise valid Order Form in the event that Channel Partner fails to provide such Customer Acknowledgment Form. For clarity, Channel Partner has no authority to and shall not alter, remove, or negotiate the Subscriber Terms with Customers.

3.1.1. Channel Partner may submit either of the following as an acceptable Customer Acknowledgment Form: (a) the Resale Order available via submission here and as updated by Asana from time to time; or (b) a redacted ordering document between Customer and Channel Partner, provided that the latter includes reference to the Subscriber Terms and evidence of Customer’s acceptance of such Subscriber Terms.

3.2 Channel Partner Access.  Asana may make available to Channel Partners a limited number of subscriptions to the Asana Service for Channel Partner’s own internal use, and for training, certification, evaluation, and testing in furtherance of Channel Partner’s rights and obligations under this Agreement, in each case subject to Asana’s Subscriber Terms, as expressly modified by this Section and as may be modified by Asana from time to time. Where specified in the Partner Handbook, Asana may also make available to Channel Partner Partner a demonstration account on the Asana Service for use by Channel Partner solely to perform demonstrations of the Asana Service to qualified prospects, in each case subject to the terms and conditions of the Subscriber Agreement. Except as provided in this Agreement, Asana shall have no obligation to Channel Partner with respect to the subscriptions described in this Section.


4.1 Asana Ownership.  As between the parties, Asana and its licensors exclusively own all title and rights to the intellectual property rights in the Asana Service and underlying software; inclusive of all improvements, updates, modifications and enhancements of the foregoing; Documentation; Asana Brand Assets (defined below); and Asana Materials (defined below). Asana reserves all rights not expressly granted to the Channel Partner in this Agreement. Nothing contained in this Agreement shall be construed to transfer any rights in or to any of the foregoing other than as explicitly set forth in this Agreement.

4.2 Protection of Intellectual Property.  Channel Partner agrees to provide prompt notice to Asana when it becomes aware of: (a) any actions by any third party which could reasonably be expected to violate any of Asana’s intellectual property rights; or (b) any reasonable expectation or alleged breach of the Subscriber Terms for the Asana Service by a third party. If requested by Asana, Channel Partner agrees to assist Asana in the investigation or prosecution of any such violations or breaches, provided that all reasonable costs and/or expenses of such investigation or prosecution incurred by Channel Partner shall be borne by Asana.

4.3 Use of Asana Trademarks and Marketing Materials. As part of the Partner Program, Asana may make available to the Channel Partner promotional and marketing materials, training documentation, and other materials related to the Asana Service (collectively and individually, the “Asana Materials”) for the sole and exclusive purposes of promoting the Asana Service. Asana hereby grants to Channel Partner a non-exclusive, non-transferrable, royalty-free, worldwide, revocable license to use the Asana Brand Assets and Asana Materials for the sole purpose of (a) promoting the Asana Services; and (b) promoting the adoption, optimization, and use of the Asana Service by Asana customers or potential customers. As a requirement of the Partner Program, the Channel Partner agrees to comply with the Asana Brand Guidelines ( whenever the Channel Partner uses the Asana Materials or the Asana Brand Assets, as that term is defined in the Asana Brand Guidelines. Asana may immediately suspend or terminate Channel Partner’s participation in the Partner Program for Channel Partner’s failure to adhere to the Asana Brand Guidelines. All usage of the Asana Brand Assets by Channel Partner shall inure to Asana’s benefit. Upon Asana’s request from time to time, Channel Partner agrees to provide Asana with copies of materials bearing the Asana Brand Assets so that Asana can verify the quality of the materials. The Channel Partner shall suspend use of the Asana Brand Assets if Asana deems, in its sole discretion,  such quality inferior to Asana’s standards until such time as the Channel Partner has taken the steps required by Asana to solve the quality deficiencies. The Channel Partner shall not register or attempt to register any Asana Brand Assets or any mark confusingly similar thereto. The Channel Partner shall not assert any claim to the Asana Brand Assets (or any confusingly similar mark) or any goodwill associated therewith. The Channel Partner shall execute such documents as Asana may request to record or effectuate Asana’s ownership of the Asana Brand Assets and related goodwill.

4.4 Ownership and Use of the Channel Partner’s Trademarks.  As between the parties, the Channel Partner and its licensors and suppliers own and will retain all title and rights to the Channel Partner’s name and logos (“Channel Partner Marks”), including all related intellectual property rights. The Channel Partner hereby grants to Asana a non-exclusive, non-transferable, royalty-free, worldwide license to use the Channel Partner Marks and identify the Channel Partner as a partner in Asana’s promotional and marketing materials, on its website, and in other marketing efforts as the parties may agree from time to time.

4.5 Marketing Statements.  Neither party will make any false, misleading, or disparaging statements regarding the other party or its technology or services, or their capabilities, features, functions, or performance, including without limitation in or during any sales, marketing, publicity, and other activities under this Agreement, or its relationship with the other party.


5.1 Term.  This Agreement commences as of the Effective Date and thereafter will continue for an initial term of twelve months unless earlier terminated as provided herein (“Initial Term”). This Agreement will automatically renew for additional twelve-month periods (each a “Renewal Term” and the Initial Term and all Renewal Terms together are referred to as the “Term”), unless either party gives the other written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term.

5.2 Termination for Cause.  Either party may terminate this Agreement: (a) upon thirty (30) days written notice if the other party is in material breach of this Agreement and fails to cure such breach within the notice period; (b) with immediate effect upon receipt of notice in the event of a breach of Section 10 (Compliance); or (c) with immediate effect if the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days. 

5.3 Termination for Convenience.  Each party shall have the right to terminate this Agreement for any reason or no reason at any time by providing the other party with thirty (30) days prior written notice of termination.

5.4 Effect of Termination.  Notwithstanding any other provision of this Agreement: (a) the termination or expiration of this Agreement will not relieve either party of its outstanding payment obligations at the time of such termination or expiration unless otherwise prohibited by law; (b) immediately upon termination, all rights granted to the Channel Partner under this Agreement shall terminate, and the Channel Partner shall have no right to continue as a referrer of the Asana Service; and (c) provisions specified as surviving provisions in this Agreement, and all other provisions necessary to their interpretation or enforcement, will survive indefinitely after the expiration or termination of this Agreement and will remain in full force and effect and be binding upon the parties as applicable. 

5.5 Survival of Customer Obligations.  In the absence of any breaches of this Agreement, as applicable to Channel Partner based on Partner Type Program, the following shall survive in accordance with their respective terms: (a) any rights granted to a Customer under an Order Form before expiration or termination of this Agreement; and/or (b) any Service obligations committed to a Customer under a Services Order. The terms of this Agreement shall continue to be binding on the parties until the expiry of the term detailed in the applicable Order Form or Services Order, upon which access to the corresponding service will terminate and not be subject to a renewal or any auto renewal terms unless otherwise stated in the Partner Handbook.


6.1 Definition.  In this Agreement, “Confidential Information” means all information of a party (“Disclosing Party”), in any form and in any medium, disclosed to the other party (“Receiving Party”), regardless of the form of disclosure, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation and without the need to designate as confidential: (a) the terms and conditions of this Agreement; (b) the Asana Service, its underlying technology and architecture, and the pricing guide; (c) the Disclosing Party’s business and marketing plans, technologies and technical information, product designs, financial information, pricing and business processes; and (d) all Customer information including Customer Data.

6.2 Exceptions.  Except with respect to Customer information inclusive Customer Data, information will not be considered to be Confidential Information to the extent, but only to the extent, that such information: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) is known to the Receiving Party free of any confidentiality restriction prior to its disclosure by the Disclosing Party, without breach of any obligation owed to the Disclosing Party; (c) independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party and without use of any Confidential Information; or (d) subsequently received by the Receiving Party from a third party free of any confidentiality restriction and without breach of any obligation owed to the Disclosing Party.

6.3 Confidentiality Obligations.  Subject to Section 6.4, and unless the Disclosing Party expressly agrees in writing otherwise, the Receiving Party will: (a) use the Disclosing Party’s Confidential Information only during the Term and only as necessary to exercise Receiving Party’s rights and perform Receiving Party’s obligations under this Agreement; (b) only disclose the Disclosing Party’s Confidential Information to directors, officers, agents, employees and authorized subcontractors, and advisors to the extent that such disclosure is necessary to perform the Receiving Party’s obligations or exercise the Receiving Party’s rights under this Agreement; (c) both during and for three years after the Terms of this Agreement, or, in the case of Customer information or Customer Data, indefinitely, maintain the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care as the Receiving Party affords to its own confidential information of a similar nature, and in no event less than reasonable care, to prevent the unauthorized use or disclosure of the Disclosing Party’s Confidential Information; and (d) provide that the persons to whom the Receiving Party discloses the Disclosing Party’s Confidential Information comply with the requirements and restrictions herein and are under confidentiality and non-use obligations at least as protective as those contained in this Agreement.

6.4 Compelled Disclosure.  Notwithstanding the restrictions set forth in Section 6.3, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent such disclosure is required by a valid order of a court or governmental body of competent jurisdiction and authority or by applicable law, provided that the Receiving Party will provide the Disclosing Party with reasonable prior notice of such disclosure (to the extent legally permitted) and upon request by the Disclosing Party will reasonably assist the Disclosing Party, at the Disclosing Party’s cost, to obtain an order or other relief preventing or limiting the potential disclosure or use of the Disclosing Party’s Confidential Information.

6.5 Remedies.  Each party acknowledges and agrees that, in the event of a breach or threatened breach by the Receiving Party of any of the provisions of this Section 6 (Confidentiality), damages may not be an adequate remedy for the Disclosing Party and, accordingly, the Disclosing Party may be entitled, in addition to any other remedies available to it, to seek injunctive relief against such breach or threatened breach.

6.6 Return of Confidential Information.  Upon expiration or termination of this Agreement (or at any earlier time upon written request by the Disclosing Party), the Receiving Party will promptly (a) deliver to the Disclosing Party all originals and copies, in whatever form or medium, of all the Disclosing Party’s Confidential and (b) delete all the Disclosing Party’s Confidential Information from all the Receiving Party’s computer systems, retrieval systems and databases.

6.7 Data Security and Privacy Obligations.  The Asana Partner Data Processing Addendum available at (the “DPA”) will apply to Channel Partner’s access to Customer Personal Data (as such term is defined in the DPA) regardless of Partner Type Program. Channel Partner agrees that its relationship to Asana is that of a Subprocessor as the term is defined in the DPA when accessing Customer Data on Asana’s behalf, such as when providing Support Services or Subcontracted Services to a Customer as defined in the Partner Type Terms, or accessing Customer Information for general customer experience services. Asana may provide Channel Partner access to Customer’s account information, inclusive of Customer Data, billing information, and usage metrics (collectively, “Customer Information”) for Channel Partner to provide customer services related to the Asana Service. Channel Partner shall not: (a) disclose Customer Data except as compelled by law or as expressly permitted in writing by the applicable Customer (subject to Section 6.4 above); (b) access or modify Customer Data except to (i) provide the Channel Partner services and/or deliverables (as agreed by Channel Partner and the applicable Customer) or (ii) prevent or address service or technical problems; or (c) use Customer Information to promote its own products or services, in marketing or advertising collateral, or in any other means not included in this Agreement.


7.1 Channel Partner Warranties. 

7.2 General Services Warranties.  The Channel Partner represents, warrants and covenants: (a) it has the legal power to enter into and perform its obligations under this Agreement; (b) it has obtained all licenses, authorizations and permits to perform the rights and obligations herein; (c) it will diligently perform the services indicated by the applicable Program Type in a timely, professional, and workmanlike manner, and in accordance with the highest applicable industry standards as well as all applicable Asana standards and policies; (d) it will not make any representation or warranties to any Customer that purport to be by or on behalf of Asana or that are inconsistent with the Asana Materials, or circulate or produce misleading materials or content related to Asana or the Asana Service; (e) it will provide its own products and services to Customers with promptness and diligence, in a professional manner consistent with applicable industry standards and virus-free; (f) that it is not entering into this Agreement for the purpose of any benchmarking or competitive purposes; and (g) that it will not share Customer Data or content from the Asana Service with Asana competitors.

7.3 Compliance with Laws.  The Channel Partner represents, warrants, and covenants that it shall comply, and shall ensure that any third parties performing sales or referral activities on the Channel Partner’s behalf in connection with this Agreement comply, with all applicable foreign, domestic laws, governmental regulations, ordinances, and judicial administrative orders, including, but not limited to: anti-spam laws, trademark and copyright laws, ICANN policies and procedures governing domain names; all anti-bribery and anti-corruption laws and regulations binding on Partner’s business in connection with performance of its obligations pursuant to this Agreement, inclusive of the United States Foreign Corrupt Practices Act (the “FCPA”), U.K. Bribery Act 2010; and applicable export control laws or regulations (collectively “Applicable Laws”). The Channel Partner hereby represents and warrants that, it has not, and will not at any time, directly or indirectly, pay, offer, give or promise to pay or give, or authorize the payment of, any monies or any other thing of value to any Government Official. 

7.4 Government-Related Disclosures.  Channel Partner warrants that it shall not involve any Government Official or Close Family Member of a Government Official in the performance of its obligations under this Agreement, without Asana’s prior written consent in each instance. 



8.1 Channel Partner Indemnification.  If a third party or Customer asserts a claim against Asana that (a) alleges that the Channel Partner’s products or services, or any data that the Channel Partner enters into the Asana Service, infringes the intellectual property rights of, or otherwise harms or violates the privacy rights of such party; or (b) is based upon a representation made by the Channel Partner to such party, Channel Partner will: defend Asana against that claim and pay amounts finally awarded by a court against Asana or included in a settlement approved by Channel Partner. To obtain such defense and payment by Channel Partner, Asana must promptly: (x) notify Channel Partner in writing of the claim; (y) supply information requested by Channel Partner; and (z) allow Channel Partner to control, and Asana will reasonably cooperate in, the defense and settlement, including mitigation efforts.

8.2 Asana Indemnification.  If a third party asserts a claim against Channel Partner that the Service as acquired under the Agreement infringes a patent or copyright (“IP Claim”), Asana will defend Channel Partner against that claim and pay amounts finally awarded by a court against Channel Partner or included in a settlement approved by Asana. To obtain such defense and payment by Asana, Channel Partner must promptly (a) notify Asana in writing of the claim; (b) supply information requested by Asana; and (c) allow Asana to control, and Channel Partner will reasonably cooperate in, the defense and settlement, including mitigation efforts.

8.2.1. In connection with any IP Claim, Asana may: (a) contest the IP Claim; (b) obtain claimant’s permission for Channel Partner’s continued use of the applicable Service; (c) replace Channel Partner’s access to or use of the applicable Asana Service with substantially similar functionality that avoids the IP Claim; or (d) if Asana determines the foregoing clauses (a), (b), and (c) are commercially impracticable, terminate Customer’s access to and use of the affected Asana Service or offering on sixty (60) days’ prior notice and refund any prepaid subscription fees covering that part of the applicable Subscription Term for such Asana Service measured from the effective date of termination to Channel Partner. Asana has no responsibility for claims based on non-Asana products and services, items not provided by Asana, or any violation of law or third party rights caused by Channel Partner, Customer or Channel Partner or Customer materials.

8.3 This Section states each party’s entire obligation and exclusive remedy regarding the third party claims described in the Section.


9.1 Limitation of Liability.  To the extent permitted by law, each party’s total, cumulative liability for all claims arising out of or related to the Agreement, whether based on contract, tort (including negligence) or any other legal or equitable theory, will be limited to the total fees paid by the non-breaching party under this Agreement in the twelve (12) months preceding the first event giving rise to liability.

9.2 Consequential Damages Disclaimer.  To the extent permitted by law, neither party will be liable for (a) special, incidental, exemplary, punitive, indirect, or any consequential damages; or (b) lost profits (direct or indirect), for loss of use or data, service interruption, business, value, revenue, goodwill, or anticipated savings whether based on contract, tort (including negligence) or any other legal or equitable theory, even if such party has been advised of such damages in advance or if such damages were foreseeable.

9.3 Exceptions.  The following are not subject to the limitation in Section 9.1 and the exclusion in Section 9.2: (a) obligations to pay for products, services, or taxes set forth in Section 2 (Program Activities and Requirements); (b) a party’s indemnification payments for claims set forth in Section 8 (Indemnification), Channel Partner’s breach of Section 6 (Confidentiality); or (d) damages arising from a party’s gross negligence, willful misconduct, or fraud, separate and distinct from a cause of action for a breach of this Agreement.


10.1 Laws and Regulations.  Channel Partner shall promptly notify Asana in writing upon becoming aware of any violations of Applicable Laws in connection with this Agreement. 

10.2 Code of Conduct.  At all times during the term of this Agreement, Channel Partner shall comply with, and shall ensure that all Channel Partner contractors, subcontractors (including any affiliates), and its and their personnel comply with the requirements of the Asana Code of Conduct. 

10.3 Disclosure of Third Parties.  Channel Partner must notify Asana in writing and receive written approval from Asana in advance of using any third-party subcontractor, consultant, agent, or other intermediary to assist Channel Partner in performing its obligations under this Agreement, and Asana may accept or reject any proposed third party in its sole discretion.

10.4 Export Control and Economic Sanctions Compliance.  Channel Partner acknowledges that the Asana Service and related services are subject to U.S. Export Administration Regulations (15 CFR Part 730 et. seq.), economic sanctions regulations administered by the Office of Foreign Assets Control (“OFAC”, 31 CFR Part 500 et seq.), and other applicable U.S. and global export control and economic sanctions laws and regulations (“Export and Sanctions Laws”). Accordingly, Channel Partner shall comply with all applicable Export and Sanctions Laws, shall not refer to Asana or provide related services to any individual or organization located in a U.S.-embargoed country or region, including but not necessarily limited to North Korea, Cuba, Syria, Iran, and the Crimea,  Donetsk, or Luhansk regions of Ukraine, confirms that neither it nor any of its personnel are named on any U.S. government list of sanctioned parties or any other applicable restricted party list (“Restricted Parties”), and shall not refer the Asana Service or provide related services, whether directly or indirectly, to any Restricted Parties. 

10.5 Periodic Certification, Training and Agreement to Report Violations.  Channel Partner agrees to complete, at Asana’s request, questionnaires, compliance training, or compliance certifications, and/or otherwise certify in writing to Asana that Channel Partner has not, and no other person, including but not limited to every owner, director, employee, representative, agent or third party, that the Channel Partner is using to assist with performance pursuant to this Agreement, has made, offered to make, agreed to make, or authorized any payment, loan, donation or gift of money or anything else of value, directly or indirectly, to or for the benefit of any Government Official, to obtain or retain business, or secure any improper advantage. Should the Channel Partner learn of information regarding any such payment or offer in connection with Asana’s business, the Channel Partner will promptly advise Asana at of such knowledge or suspicion.

10.6 Records.  The Channel Partner shall keep and maintain accurate records in connection with its performance of its obligations under this Agreement, including the compliance obligations of this Section 10 for the term of this Agreement and for a period of five (5) years (or longer as required by applicable law) after expiration or termination. Asana and/or its designated auditors may audit and make copies of all such records on reasonable notice to the Channel Partner during normal business hours.

10.7 Effect of Breach.  The Channel Partner hereby acknowledges and agrees that any violation of this Section 10 will constitute a material breach of this Agreement. In the event of such a violation, Asana will have the right to terminate this Agreement, without any liability whatsoever to the Channel Partner, immediately upon providing written notice of termination. Termination of this Agreement by Asana under this Section shall be in addition to, and not in lieu of, Asana’s other legal rights and remedies.


11.1 Governing Law; Venue.  Both parties agree to (a) the application of the laws of the State of California, United States, without regard to conflict of law principles and (b) the exclusive jurisdiction and venue in the state or Federal courts located in San Francisco, California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under the Agreement.

11.2 Notices.  Asana may deliver general notices related to the Partner Program that apply to all channel partners by e-mail, online via the partner portal website specified in the Partner Handbook, or any other method Asana chooses. Other notices under the Agreement must be in writing and sent to the business mailing or email address specified above, unless a party designates in writing a different address. Notices are deemed given when received. Notices to Asana must be sent to with a copy to Asana, Inc., 633 Folsom Street, Suite 100, San Francisco, CA 94107, Attn: Legal Department.

11.3 Relationship of the Parties.  The parties are non-exclusive, independent contractors, and nothing in this Agreement or done pursuant to this Agreement will create or be construed to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

11.4 Inurement / No Third-Party Beneficiaries.  This Agreement will inure to the benefit of and will be binding upon the parties and their respective successors and permitted assigns. There are no third-party beneficiaries to this Agreement.

11.5 Severability; No Waiver.  If any provision of the Agreement is invalid or unenforceable, the remaining provisions remain in full force and effect.

11.6 Force Majeure.  Neither party is responsible for failure to fulfill its non-monetary obligations due to causes beyond its control.

11.7 Assignment.  Neither party may assign the Agreement, in whole or in part, without the prior written consent of the other. However, either party may assign the Agreement to its affiliate or to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11.8 Attorney’s Fees.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

11.9 Entire Agreement.  This Agreement, including all attachments and exhibits hereto, constitutes the entire agreement between the parties as to its subject matter and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Except as set forth herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing signed by both parties. This Agreement may not be modified by an oral statement by a representative of Asana. Notwithstanding any language to the contrary, no terms or conditions stated in any Channel Partner purchase order or invoice will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void. If the Channel Partner is located outside the USA, Channel Partner acknowledges and agrees that this Agreement is only being offered in English, and that if there is any translation of this Agreement, the English version shall govern.

11.10 Counterparts.  This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be executed via facsimile or other electronic copy signature.