Confidentiality

The Channel Partner shall ensure that all terms & conditions of this Agreement, marketing strategies, advertising strategies, business policies and business plans, unless in the public domain, are the proprietary and confidential information of the TeamNest. The Channel Partner shall keep all such information to which he/she is privy or which is made available to him/her, confidential and shall not disclose such information to any third party. This obligation shall survive even after the termination of this Agreement.

Term and Termination

Period of Contract: This Agreement shall come into force on the Effective Date and shall continue to be valid and in force for a period of 36 months from the Effective Date. This Agreement shall be renewed as per mutual understanding and agreement between the Parties.

Mutual Termination: The Parties may discuss and mutually terminate this Agreement at any time during the term of this Agreement by expressing the same in writing.

General Terms

Nature of Agreement: There are no understandings, representations or warranties except as expressly set forth in this Agreement and no rights are granted except as expressly set forth in this Agreement.

Amendment: No modification or amendment of this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by all the Parties.

Indemnity: The Channel Partner agrees to indemnify and hereby keeps indemnified safe and harmless the TeamNest, its successors and assigns of from or against any and all actions, claims, demands, disputes, liabilities, losses, costs, charges, expenses or damages that the TeamNest may incur or suffer as a result of any acts, deeds, omission or any misrepresentation made by the Channel Partner while soliciting business in the name of the TeamNest or non-compliance by the Channel Partner with the applicable provisions of the law in force or any third party claims.

Solicitation: The Channel Partners will not act as an agent / employee of the TeamNest but shall only procure and solicit business in the name of the TeamNest and the business so solicited or procured by the Channel Partner shall be subject to ratification / approval by the TeamNest. The Channel Partner agrees that as long as this Agreement is in force they shall not, directly or indirectly, whether through their Affiliates or otherwise employ or attempt to employ or assist anyone else to employ any person who is in the employment of the TeamNest.

Notices: Notices as required under this Agreement shall be sent to the TeamNest at its Corporate office address mentioned first herein above and to the Channel Partner at the address mentioned first herein above or such other addresses as the Parties may designate from time to time, and shall be sent by certified or registered post with acknowledgement due on receipt.

Communication: All communication made at official email ID of the parties hereto shall be treated as official communication. In the event of a change of email address, the concerned party shall be required to communicate in writing to the other party of such change.

No Employer-Employee Relationship: It is further expressly agreed that either party or any of its holding/subsidiary/joint-venture/affiliate/group/client companies or any of their employees/officers/staff/personnel/representatives/agents shall not, under any circumstances, be deemed to have any employer-employee relationship with the other party or any of its employees/officers/staff/representatives/ personnel/agents.

Non Exclusive Relationship: The parties herein hereby understand and agree that this Agreement is non-exclusive and that TeamNest may enter into similar agreements with others whether or not in competition with the Channel Partner.

Distinct Identities: This Agreement is not intended to create a relationship such as a partnership, franchise, joint venture, or agency. The Channel Partner expressly acknowledges and agrees that the designation “Partner” as used in this Agreement, is intended to indicate and grant upon the Channel Partner, the rights to market and distribute the Product but is not a legal partnership, joint venture, or other legal organization or entity. Neither Party shall act in a manner that expresses or implies a relationship other than that of independent contractors, nor bind the other parties.

Force Majeure: Neither Party shall be liable to the other if, and to the extent, that the performance or delay in performance of any of its obligations under this Agreement is prevented, restricted, delayed or interfered with, due to the occurrence of any Force Majeure. The Party claiming a Force Majeure shall promptly notify the other Party in writing of such delay or failure in performance, the reason therefore, the expected duration thereof, and its anticipated effect on the Party expected to perform as soon as possible after the event and also keep the other Parties informed of the further developments. The Party so affected shall use its best efforts to remedy such a cause of non-performance.

Governing Law and Dispute Resolution (Arbitration): This Agreement shall be governed by laws of India. Any dispute or question which may arise in connection with any matter between the parties hereto, whether during the prevalence of this Agreement or after the termination thereof, relating to or arising out of the business or of these presents shall, unless decided otherwise by mutual agreement of the parties shall be referred to a common Arbitrator to be appointed by both the groups. The arbitral proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 as modified or amended from time to time. The arbitral proceedings shall be held in Mumbai. The decision of the Arbitrator shall be taken as full and final and shall be binding on the parties.