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Scope of the Channel Partner

i. The Partner is being engaged by the Company for the sole purpose of lead generation and Sales with regards to the Company’s Products & Services and in pursuance of the said engagement, the Partner shall be entitled to sales incentives as per the terms made in the agreement.

ii. We believe that there are mutual benefits to be achieved by working together and have agreed to establish a strategic partnership.

iii. Partner has the requisite infrastructure and contact with the end consumers to provide referral and introduction of the Company product.

iv. The Partner and Company shall be entitled to a certain percentage of revenue mutually agreed between the parties herein and set forth under the agreement, on each such engagement concluded between the Partner and the Company supported by relevant documentation.

v. The Partner shall provide its infrastructure and property to conduct lead generation campaigns and in order to connect with the consumers.

vi. The parties hereto shall respectively and faithfully abide by and submit themselves to the terms, conditions and stipulations contained in the agreement and perform and discharge their obligations and duties accordingly.

Rights, duties and obligations of the Channel Partner

i. Partner shall raise a purchase order with customer details in writing to request for providing the product/service to a specific customer.

ii. The Partner shall to the best of its efforts promote the Products & Services extensively by way of regularly conducting events, conferences, exhibitions, shows, distribution of pamphlets, posters, leaflets, etc, to generate leads and help in converting the same into tangible sales.

iii. Partner shall not commit or promise to provide features or service to the end customer other than what has been mutually agreed by the Parties in writing.

iv. Partner shall strictly not have rights to extend the partnership to Third Parties and further agrees not to sell the product outside their agreed territory.

v. The Partner shall attend a monthly planning and weekly review meeting where they will provide a transparent update into how they are progressing with the sales target they have agreed.

vi. The Partner will use its best efforts to market, promote and sell the Products & Services to maintain the Company’s goodwill. The Partner shall conduct business in a manner that reflects favorably at all times on the Products and the good name, goodwill, and reputation of the Company.

vii. The Partner shall also expend its efforts towards retaining customers and endorse subsequent renewals of the Products and their updated versions.

viii. The Partner agrees to provide access to its personnel for training by the Company as may be required from time to time.

ix. The Partner shall avoid deceptive, misleading, or unethical practices that are or might be detrimental to the Company and/or its Products & Services.

x. The Partner agrees and acknowledges that the charges quoted to the prospective customers with respect to the Products & Services by the Partner shall not be less than the charges as prescribed by the Company.

xi. The Partner shall not publish or employ or cooperate in the publication of any misleading or misrepresenting or deceptive materials relating to the Products.

xii. The Partner shall make no covenants, representations, warranties or guarantees to the prospective users and customers with respect to the specifications, features, or capabilities of the Products & Services which are inconsistent with the description provided by Company, or which are inconsistent with the terms of the agreement made.

xiii. The Partner shall duly notify the Company of any knowledge or suspicion of any violations of any of the Company’s rights including but not limited to the patents, copyrights, trademarks, or other proprietary rights.

xiv. The Partner agrees to market and sell the Products & Services within the established guidelines, scope, and terms of the agreement made.

xv. The Partner warrants for timely payments without any delays and further undertake the sole liability of collection of requisite payments from the prospective customers from the invoice generated by the Company.

xvi. The Partner agrees to return any/all property provided by the Company including software, supplies, collateral material, price schedules etc. which were provided to the Partner without charge, upon the termination of the agreement signed, or upon written request by the Company for any reason whatsoever.

xvii. The Partner shall represent itself as being the Channel Partner marketing and selling the Products on behalf of the Company and shall not have the authority to incur any obligation of any nature and/or perform any services on behalf of the Company, except as provided in this Agreement.

xviii. The Partner shall refrain from using any intellectual property of the Company, including the trademark, trade name or any brand identity of Company, or any of its affiliates and/or any other documents, information of the Company without the prior written approval of the Company.

xix. The Partner shall strictly maintain the secrecy and confidentiality of the Confidential Information of the Company, and shall not disclose, divulge or reveal any Confidential Information, including but not limited to the technical information including specifications, intellectual property registrations and know-how provided by the Company according to the provisions of the agreement made as well as the terms of the corresponding NDA signed along with the agreement made during its continuance or any time thereafter.

xx. In performing its obligations under this Agreement, the Partner agrees to comply with all laws, rules and regulations of the State in which the activities required under this Agreement are to be performed that are applicable or may hereafter become applicable and to indemnify and hold the Company harmless from any failure to do so.

xxi. The Partner also agrees and undertakes that it shall at all times advise and notify the Company and keep the Company informed from time to time about all requirements that the Company is required to comply with or may be required to comply with under the applicable laws of the State in relation to the arrangement contemplated under the agreement signed.