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#Date# To, #*firstname*# #*lastname*# Subject: Warning Notice for Attendance Issues This letter of warning is being issued because of your excessive #absenteeism or late punch-ins or early punch-outs#  and your failure to follow our our attendance policies. Additionally, our attendance rules require an employee to #contact or phone or email or SMS#  her or his supervisor in advance  if she or he will be absent or unexpectedly late for work, on repeated occassions you have not been able to meet these rules either.  All this has occurred in spite of our discussions regarding the company attendance policies with you more than once in the past, including when you joined our organization.  Hence, you are hereby warned to ensure complete adherence to our HR policies, especially the Attendance policies and requirements in this regard. Failure to do so shall invoke appropriate action. Please consider this as a strict and official warning regarding the same. You are further advised to submit a written apology and acknowledgement as soon as you receive this letter. On behalf of #*companyname*# __________________________ #Signing Authority Name# #Signing Authority Designation# Employee Signature: _______________________ Employee Name: _______________________ Date: ____________________ Download Word Document In English. (Rs.5/-)

ASSETS SALE AGREEMENT Download Word Document In English. (Rs.50/-) This ASSET SALE AGREEMENT (this “Agreement”), dated the ______ day of ………….. …….., is made by and among: M/s …………………, a Partnership Firm formed under ________________ having its office at ………………………, through its partners Mr. ………………., son of ______, resident of _________, Mr. …………. son of ______, resident of _________, and Mr. ………………. son, of ______, resident of _________, (hereinafter referred to as “Seller” which express shall mean and include its representative, administrator, executors, successors in title, successor in interest, nominee, legal heirs and assigns); And M/s ………………………. being a Company incorporated under the _______________ and having its registered office at ……………………., through its authorized signatory Mr. ……………, duly authorized by the Board vide Resolution dated _______, 2007 (hereinafter referred to as “Saler” which expression shall mean and include its successors in interest) RECITALS A.    WHEREAS, the Seller is engaged in the business of running a restaurant, managing the same and/ or in marketing there from various Food & Beverages products such as ____ Foods, Pizzas, Burgers, Ice-Creams, Bakery and Confectionary products etc. at ……………… (hereinafter referred to as “Restaurant”) B.    WHEREAS, the premises bearing number ………………….. (hereinafter referred to as the “Premises”) where the Seller were running the Restaurant has been taken on lease by the Seller from Mr. …………….., the owner of the Premises. C.    WHEREAS, the Seller is the owner of all the fittings, fixtures, furniture’s, furnishings, Kitchen equipments, Air-conditioning, Generator, Delivery Vehicles and other delivery related equipments, Computer Systems, crockery/ cutlery items, linen and all other items fitted or used in the Restaurant, more appropriately described in Annexure A appended hereto and forming a part hereof (hereinafter referred to as the “Assets”). D.    WHEREAS the Seller has taken a term loan of $ …………………/- from ……………. Bank, …….. Branch for the purpose of meeting the cost of establishment of the Restaurant and had secured the said loan through hypothecation of moveables (Furniture’s and Fixtures) at the Restaurant which form a part of the Assets. E.    WHEREAS, the Seller is not willing to run the Restaurant and as such the Seller desire to sell, and the Saler desires to Sale, directly, upon the terms and conditions hereinafter set forth, all of the Assets of the Seller related to the Restaurant in consideration of certain payments by the Saler. NOW, THEREFORE, in consideration of the premises and the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Parties agrees as follows: 1.     Interpretation In this Agreement, unless the context otherwise requires: a.     Words denoting the singular number shall include the plural and vice versa; b.    Heading and bold typeface are only for convenience and shall be ignored for the purposes of interpretation; c.     References to the word “include” or “including” shall be construed without limitation; d.    References to this Agreement or to any other agreement, deed or other instrument shall be construed as a reference to such agreement, deed, or other instrument as the same may from time to time be amended, varied or supplemented; e.     Reference to any Party to this Agreement or any other agreement or deed or other instrument shall include its successors or permitted assigns; and f.     A reference to a section, paragraph or annexure is, unless indicated to the contrary, a reference to a section, paragraph or annexure of this Agreement. g.    Words denoting a person shall include an individual, corporation, company, partnership, trust or other entity; h.     References to dates and times shall be construed to be references to Indian dates and times; i.      References to the word “days” shall, unless otherwise indicated, mean calendar days; ARTICLE I SALE AND SALE; SALE PRICE 1.1. Sale and Sale of Assets. At the Closing, the Sellers shall, sell, convey, transfer, assign and deliver to the Saler, and the Saler shall Sale from the Sellers, the Assets, free and clear of any encumbrances except as mentioned in this Agreement. 1.2. .Sale Price. In full consideration for the transfer of the Assets, the Saler will pay the Sellers a total Sale price not exceeding $ ……………../- [……………] (the “Sale Price”). The Sale Price shall be paid by the Saler at the instance and mandate of the Seller to the following:                       i.        to …………….. Bank, ………… Branch by means of a bank draft, a sum of $ ____________, being the amount outstanding against Loan A/c No. ………….. of the Seller with the ………….. Bank, ………..; and                      ii.        to Mr. …………………, landlord of the Premises, by means of a cheque for a sum of $ _________, being the amount outstanding against rent and other dues payable for the Premises in settlement of full and final. An amount of $ _________ to be paid in favour of the Seller towards the TDS payments that is required to deducted from the payments being made to Mr. ………… and to be deposited with the authorities by the Seller at its own cost and liability. ; and                     iii.        to the Electricity Board, ………. by means of a bank draft, a sum of $ ________ being the total outstanding against electricity dues of the Restaurant at the Premises upto __________ payable by the Sellers . 1.3. The Seller agrees that the balance amount of the Sale Price (if any) after making the payments in accordance with Clause 1.2 shall be retained by the Saler with them to be paid in such amounts and to such creditors of the Seller (for the Restaurant and for dues payable prior to the Closing Date) as directed in writing by the Seller. It is further agreed that the Saler shall be liable to pay to the creditor’s of the Seller only upto the extent of the balance of the Sale Price available with the Saler after making the payments under Clause 1.2. 1.4. The Seller agrees that the above payment of the Sale Price is being made on the instruction and mandate of the Seller in the manner set out in Clause 1.2 and such payments shall be deemed to be payments made to the Seller by the Saler for the Assets Saled under this Agreement. ARTICLE II CLOSING AND DELIVERIES 2.1.         Closing. The closing of the Sale and sale of the Assets (the “Closing”) shall take place on [Date] simultaneously with the execution of this Agreement (hereinafter referred to as the “Closing Date”). 2.2.         Deliveries. The Seller has handed over the following to the Saler at the time of execution of this Agreement: a.     a letter of confirmation from …………… Bank, ………… Branch certifying that, upon payment of the outstanding amounts due to them from the Seller, which amounts shall be quantified in the confirmation letter, the encumbrances on the Assets or any part thereof created in their favor by the Seller shall be released. b.    a letter of confirmation from Electricity Board, …………. certifying that, upon payment of the outstanding amounts due to them from the Seller, which amounts shall be quantified in the confirmation letter, no further amounts shall remain due and payable by the Seller till the closing date. c.     a letter of confirmation from Mr. ………………., landlord of the premises certifying that, upon payment of the outstanding amounts due to him from the Seller, which amounts shall be quantified in the confirmation letter, against the rent for the Premises and other dues, no further amounts shall remain due and payable by the Seller. d.    a letter of confirmation certifying that, upon payment of the amounts as per Clause 1.2, no further amounts shall remain due and payable by the Saler to the Seller or to anyone else claiming through or on behalf of the Seller. e.     a letter of confirmation certifying that, upon payment of the amounts as per Clause 1.2, the Saler will not be deemed to have assumed any liability or obligation of the Sellers and that the Saler will not become responsible for any liability or obligation of the Seller. 2.3. Transfer and Delivery of Saled Assets. At the Closing, the Seller shall deliver or cause to be delivered to the Saler a Bill of Sale, substantially in the form attached hereto as Annexure B, pursuant to which the Seller will record the delivery and conveyance of the Assets to the Saler, and the Saler shall record the receipt of the same; ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER The Seller and its Partners hereby, jointly and severally, represents and warrants to the Saler, as of the Closing Date, that: 3.1. Organization of the Seller. The Seller is a Partnership Firm duly organised under the laws of India and has the requisite power and authority to own and sell the Assets and to carry on its business as presently conducted. 3.2. Authority and Authorization; Enforceability. a.     The Seller has full power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and to fully perform its obligations hereunder. b.    This Agreement has been duly and validly executed and delivered by the Seller and the same constitutes a valid and binding obligation of each of the Partners of the Seller, enforceable against each of the Partners of the Seller in accordance with its terms.                                           i.    There are no outstanding claims or charge on the Assets, whether direct, indirect, contingent, absolute, accrued or otherwise, nor does there exist any condition, fact or circumstance that will create such claim/ charge on the Assets, except as disclosed in this Agreement.                                          ii.    On the Closing Date, the Saler will own and possess, all right, title and interest in and to the Assets, free and clear of any encumbrances. No claim by any third party contesting the use or ownership of the Assets has been made, is currently outstanding or is threatened, and, to the knowledge of the Seller, there are no reasonable grounds for any such claim. None of the Partners of the Seller has received any notice of, nor are they aware of, any fact which indicates any conflict with, any third party with respect to the Assets, nor has any of the Partners of the Seller received any claims against the Assets and, to the knowledge of the Seller, there are no reasonable grounds for any such claim.                                         iii.    That by the Sale of the Assets under this Agreement and by making the payments in accordance with Clause 1.2, the Saler shall not be deemed to have assumed and will not become responsible for any liability or obligation of the Seller to any creditor of the Seller whether pertaining to the Restaurant or the Premises or otherwise. 3.3 Title to Assets. a.     The Sellers:                       i.        are the absolute beneficial owner of the Assets, with good and valid title, free and clear of all encumbrances, except such encumbrances that will be released at or subsequent to the Closing; and                      ii.        are exclusively entitled to possess and dispose of the Assets. b.    The Assets to be transferred to the Saler under this Agreement constitute all the assets, properties, rights and interests necessary to conduct the Restaurant business in substantially the same manner as conducted by the Sellers prior to the date hereof. c.     The Assets are in good condition, repair and (where applicable) proper working order, having regard to their use and age and such Assets have been properly and regularly maintained. 3.4. Insurance. Annexure C to this Agreement sets forth a list of all insurance policies (specifying the location, insured, insurer, amount of coverage, type of insurance and policy number) maintained by the Sellers relating to the Assets and                       i.                all such policies are in full force and effect, all premiums with respect thereto covering all periods up to and including the Closing Date have been paid, and no notice of cancellation or termination has been received with respect to any such policy,                      ii.                such policies (A) are sufficient for compliance with all requirements of Law; (B) are valid, outstanding and enforceable policies; (C) provide reasonable and adequate insurance coverage for the Assets; (D) will remain in full force and effect through the respective date set forth in Annexure C without payment of additional premiums; and (E) will not in any way be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. 3.5. Full Disclosure. The Seller has made available to the Saler all information, as sought for by the Saler. All information, which has been provided to the Saler relating to the Assets are true and accurate in all material respects and no material fact or facts have been omitted there from which would make such information misleading. ARTICLE IV CONDITIONS TO CLOSING 4.1. Conditions to the Saler’s Obligations. The obligation of the Saler to consummate the transactions contemplated pursuant to this Agreement is subject to the satisfaction or the written waiver by the Saler, on or prior to the Closing Date, of each of the following conditions: a.     Representations and Warranties. Each of the representations and warranties of the Sellers made in this Agreement shall be true and correct, as of the Closing Date as if made on such date. b.    No Proceeding or Litigation. No action challenging the legality of, or seeking to restrain, prohibit or materially modify, the transactions provided for in this Agreement shall have been threatened or instituted and not settled or otherwise terminated. c.     Certificate of the Selle$ At the Closing, the Seller shall have delivered to the Saler certificates signed by all the Partners of the Seller and dated the Closing Date, certifying that the conditions stipulated in Clause 4.1(a) to Clause 4.1(b) hereof have been satisfied. d.    Other Deliveries. The Sellers shall have complied with the requirements of Clause 2.2. ARTICLE V INDEMNIFICATION 5.1. Indemnification. From and after the Closing, the Seller and the each of the partners of the Seller, jointly and severally, agrees to indemnify, defend and hold the Saler, its Affiliates, successors, assigns and their respective directors, officers, representatives, employees and agents, harmless from and against any and all losses, liabilities, claims, damages, costs and expenses (including, without limitation, legal fees and disbursements in connection therewith and interest chargeable thereon) (collectively, “Claims”) that may be incurred or suffered by such Persons resulting or arising from or related to, or incurred or suffered in connection with, (a) the Sellers’ operation of the Restaurant on or before the Closing, (b) the failure of the Seller to assume, pay, perform and discharge its liabilities other than those paid off by the Saler in accordance with Clause 1.2 of this Agreement, or (c) any breach of any representation, warranty, covenant or agreement made or obligation required to be performed by the Seller under this Agreement. 5.2. Notice of Claim; Right to Participate in and Defend Third Party Claim. a.     If the Saler receives notice of the assertion of any claim, the commencement of any suit, action or proceeding, or the imposition of any penalty or assessment by a third party in respect of which the Saler has been indemnified by the Seller (a “Third Party Claim”), then the Saler shall promptly provide the Seller with written notice of the Third Party Claim, but in any event not later than 30 calendar days after receipt of such notice of the Third Party Claim. The failure by the Saler to notify the Seller of a Third Party Claim shall not relieve the Seller of any indemnification responsibility under Clause 5.1 unless such failure materially prejudices the ability of the Seller to defend such Third Party Claim. b.    Any indemnifiable claim hereunder that is not a Third Party Claim shall be asserted by the Saler by promptly delivering notice thereof to the Seller. If the Seller does not respond to such notice within ten (10) days after its receipt, it shall have no further right to contest the validity of such claim. ARTICLE VI ARBITRATION 6.1. If any dispute or difference of any kind whatsoever shall arise between the Parties in connection with or arising out of this Agreement, Parties shall promptly and in good faith negotiate with a view to its amicable resolution and settlement. 6.2. In the event no amicable resolution or settlement is reached within a period of fifteen (15) days from the date on which the dispute or difference arose, such dispute or difference shall be referred to a mutually acceptance single Arbitrator or, upon the failure of the Parties to agree upon a single Arbitrator, within a period of ten (10) days, each Party shall appoint one arbitrator each and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator under the provisions of the Arbitration and Conciliation Act. The arbitration proceedings shall be held in _______________ and the arbitrators shall give a reasoned award. It is agreed that the arbitrators shall also determine and make an award as to the costs of the arbitration proceedings. 6.3. Notwithstanding anything contained herein, the Parties shall have a right to institute legal proceedings to prevent any continuing breach of the provisions of this Agreement to seek an injunctive or any other specific relief. ARTICLE VII MISCELLANEOUS 7.1.  Expenses and Taxes . a.     Each Party will bear their own legal, accounting and other expenses incurred by such Party in connection with the negotiation, preparation and execution of this Agreement and the documents and transactions contemplated hereby. b.    The Saler shall be responsible for and shall pay any stamp duty and payable in connection with the transactions contemplated pursuant to this Agreement. c.     The Sellers shall be responsible for and shall pay any capital gains, taxes, sales tax, income tax and similar taxes payable as a result of the consummation of the transactions contemplated in this Agreement. 7.2. Notices Any notice(s), communication(s), request(s) or instruction(s) contemplated, provided or required to be given hereunder by any Party hereto to the other shall be in writing in English, and shall be deemed sufficiently given if delivered personally; sent by facsimile transmission with confirmatory copies sent by recorded delivery service; or sent by recorded delivery services; the registered mail postage prepaid acknowledgment due; If to Seller, then at M/s XYZ & Co. ……………………………… ……………………………… Tel: -------------- Fax: ------------- E-mail: ---------- If to Saler, then at M/s PQR Private Limited …………………………… …………………………… Tel : ……………………… Fax: ………………………. All notice(s), communication(s), request(s) or instruction(s) as aforesaid, if delivered personally shall be deemed to have been received at the time of such delivery; if sent by facsimile transmission shall be deemed to have been received (48) forty-eight hours next after the same shall be proved to have been sent; if sent by recorded delivery services shall be deemed to have been received (7) seven days next after dispatch. 7.3. 7.3 Applicable Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of India without regard to its principles of conflicts of laws. The courts at ………….. shall have exclusive jurisdiction over all disputes or differences arising out of this Agreement. 7.4. 7.4 Counterparts. This Agreement may be executed in two counterparts, each of which will be deemed to be an original, and all of which together will constitute one and the same instrument. IN WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR RESPECTIVE HANDS TO THESE PRESENTS ON THE DAY, MONTH AND YEAR FIRST HEREINABOVE WRITTEN: Signed and delivered by Mr. ……………………… (Authorized Signatory for PQR Private Limited) (………………….) In the presence of: Witness : Name : Address : Signed and delivered by of M/s XYZ & Co, through its partners Mr. ………………………., Mr. ………….. and Mr. …………………... (…………………….) (…………………….) (…………………….) In the presence of: Witness : Name : Address :

Contract employee offer letter sample Dear [ Candidate_name ], Our hiring team was excited to meet and get to know you over the past few [ e.g. days/weeks ]. It is my pleasure to offer you a position at [ Company_name ] in the role of [ Job_title ]. This a fixed-term position that will start on [ start date ] and end on [ end date ].  You will work [ e.g. from Monday to Friday, 9 a.m. to 5 p.m. ] and you will report to the Head of our [ e.g. Marketing ] department.   We offer you the following compensation and benefits: Monthly gross salary of xxxX X days of paid vacation leave per month [ Mention additional benefits that may apply, e.g. free snacks ] We would like to have your response by [ date ]. In the meantime, please feel free to contact me or [ Manager_name ] via email or phone on [ provide contact details ], if you have any questions. We are all looking forward to having you on our team. Best regards, [ Your name ]   Signatures: ___________________________________________________ Company Representative (Sign) ___________________________________________________ Company Representative (Print) ___________________________________________________ Date   ___________________________________________________ Candidate (Sign) ___________________________________________________ Candidate (Print) ___________________________________________________ Date Download Word Document In English. (Rs.5/-)

SUPPLY AGREEMENT Download Word Document In English. (Rs.40/-) This agreement (“Agreement” ) is made on ........................... by and between (1) ___________, a company organised and existing under the laws of India, having its registered office _____________________, listed at the _______________ of Commerce  Number xxx (hereinafter referred to as “______”; and (2) ....................................(Supplier), a company organised and existing under the laws of..............., having its registered office at...................., ("Seller"); also referred below individually as “Party” and together as “Parties” Whereas ________ wishes to acquire the supply of the products defined below and whereas Seller wishes to supply and deliver such products to ________. ________ and Seller respectively agree to the following: 1. SUPPLY OF PRODUCTS 1.1 During the term of this Agreement and any extension hereof, the Seller shall sell and supply the products as set out in Schedule 1 hereto (“Products”) to ________ and ________ shall buy from the Seller such Products on a non-exclusive basis. 1.2 The specifications of the Products are set out in Schedule 2 hereto. 1.3 Seller shall provide to ________ the technical information and material in regard to the Products as set out in Schedule 3  hereto. 2. ORDERS 2.1 Each purchase and sale between ________ and Seller shall be evidenced by an order placed by ________ (“Order” or in plural “Orders”) to Seller in accordance with the terms and conditions of this Agreement and the Seller Company shall accept such Orders in writing within 2 working days after receipt of the Order. If the Seller Company does not send a written order confirmation within 2 working days after receipt of the Order, the Order shall be deemed to be accepted by the Seller Company. As long as this Agreement is in force and effect the terms and conditions of this Agreement shall apply to all Orders and all order confirmations of Seller. 2.2 Orders shall be placed by ________ to Seller in writing (including, without limitation, by e-mail, fax, letter). Each Order shall contain (a) the Products and the quantity of each Product ordered by ________, (b) the price and  (c) the destination (address) of delivery (“Destination of Delivery”). 2.3 Neither the Seller´s Company terms and conditions of sale and delivery nor the ________ Company terms and conditions of purchase shall apply to any purchase and sale made under this Agreement. 3. PRICE 3.1 The price ("Price") for the Products on the basis of DDP, Destination of Delivery as determined in the Order, _________, is specified in Schedule 4 hereof. The Price includes statutory VAT and other taxes, if any. 3.2 The price remains fix for the period of the contract. 4. INVOICING AND PAYMENT 4.1 ________ shall pay to Seller the Price for the Products ordered within 30 days of receipt of invoice.  5. DELIVERY AND STOCK 5.1 The date for delivery shall be as specified in the order. The minimum delivery time is 3 weeks. 5.2 Seller shall forthwith give notice to ________ of any likely delay in delivery of which it becomes aware and shall provide ________ with prompt and reasonable notice of the re-scheduled delivery date. 5.3 If Seller is late with any delivery of Products, ________ shall have the right to cancel the Order for such Products at any time before delivery of relevant Products is effected.  5.4  In order to ensure punctual deliveries, Seller shall hold during the term of this Agreement a minimum stock of ..............  6. TITLE AND RISK 6.1 Title and all risk of loss or damage to the Products shall pass from the Seller to ________ when the Products shall be received and unloaded on the basis of DDP, Destination of Delivery as determined in the Order,___________. 7. WARRANTY AND PRODUCT LIABILITY 7.1 The Seller warrant that the Products shall  (a) conform to the technical and quality standard and specifications as set out in Schedule 3 hereto,  (b) be safe, of good quality and free from any defect in manufacturing or material, (c) correspond strictly with any and all representations, descriptions, advertisements, brochures, drawings, specifications and samples made or given by Seller, and (d) fit for the purpose of.................. (Product purpose to be filled in). ________ shall inspect the received Products within 14 days after receipt of the delivery and shall inform the Seller within a further period of 3 working days of any apparent defect. Non-apparent defects shall be informed to the Seller within 14 days after they have become apparent. 7.2 If the Products are defective and/or do not conform with the warranty given in Art. 7.1 above ("Defective Products"), the Seller shall, at the option of ________ (a) replace the Defective Products with Products in accordance with the warranty set out in Art. 7.1 above as soon as possible without any additional cost to ________, or (b) repair the Products without any additional cost to ________, or (c) reimburse ________ the Price paid for the Defective Products. 7.3 Seller shall indemnify and hold ________ harmless from and against all claims, actions, damages, losses, liabilities (including, without limitation, product liability claims) and other expenses (including lawyer´s and other legal fees) which ________ may suffer or incur as a result of the delivery of Defective Products or a breach of the obligations set out in this Agreement by Seller. 7.4 Any claim made under the breach of the warranty obligation as defined in Article 7.1 and 7.2  above shall endure for a period of 24 months after the date of delivery of the Products and any claim made under Art. 7.3 above shall endure until the expiration of the relevant statutes of limitations. 8. MANAGEMENT REPORTING 8.1 Seller shall report to ________ on a quarterly basis the following management information:  ........................................................................................................................ ......................................................................................................................... .......................................................................................................................... 9. TERM AND TERMINATION 9.1 This Agreement shall come into force and effect on ..................(“Effective Date”) and shall remain effective for a period of one (1) year. It shall be automatically renewed for subsequent periods of three (3) months each, unless  (a) any party gives to the other party a written notice not to renew this Agreement at least one (1) month prior to the expiration of the initial term or any such subsequent term of this Agreement, or  (b) this Agreement terminates in accordance with 9.2 below. 9.2 Notwithstanding Art. 9.1 above this Agreement may be terminated at any time by each party on written notice with immediate effect in the event that: (a) proceedings in bankruptcy or insolvency are instituted by or against the other party or a receiver, trustee, administrator or liquidator is appointed in respect of any part of the other party´s assets or any similar relief is granted under any applicable bankruptcy or equivalent law; (b) one party (the defaulting party) shall be in breach, non-observance or non-performance of any of its obligations in this Agreement and does not remedy the same within 14 days of notice of such failure or breach being served upon it by the other party (the non-defaulting party). 10. FORCE MAJEURE 10.1 In this Section “Force Majeure” shall mean any event beyond the reasonable control of ________ or Seller, and which is unavoidable not withstanding the reasonable care of the party affected, and shall include but not be limited to war, insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident, epidemic, act of God, action or inaction of any governmental official or agency (civil or military) and refusal of any licences or permits, if properly applied for. 10.2 If either Party is prevented from or delayed in performing any of its obligations under this Agreement by an event of Force Majeure, then it shall notify the other in writing of the occurrence of such event and the circumstances thereof within fourteen (14) days after the occurrence of such event. 10.3 The Party who has given such notice shall be excused from the performance or punctual performance of its obligations under this Agreement for so long as the relevant event of Force Majeure continues and to the extent that such Party’s performance is prevented or delayed. The occurrence of any event of Force Majeure affecting either party shall not give rise to any claim for damages or additional costs and expenses suffered or incurred by reason of Force Majeure. 10.4 If the performance of the work by ________ is substantially prevented or is delayed for an aggregate period of more than sixty (60) days on account of one or more events of Force Majeure during the currency of this Agreement, ________ and or Seller may terminate this  Agreement by giving written notice to Seller and / or ________ as the case may be. 11. NOTICES All notices, requests, demands and other communications shall be in writing (including fax) in the English language and shall be addressed as follows (or to such other address as notified in writing by one party to the other party):             If to ________ to: Mr. xxx address Fax: xxx            If to the Seller to: ........................... ........................... ............................ .............................. :  12. MISCELLANEOUS 12.1 This Agreement shall be governed by and construed in accordance with the laws of Belgium. 12.2 All disputes between the parties as to the validity, execution, performance, interpretation or termination of this Agreement will be submitted to the exclusive jurisdiction of the Courts of _____________. 12.3 All Schedules attached to this Agreement are incorporated herein and shall be part of this Agreement. 12.4 Except as otherwise specifically provided herein, neither party may assign this Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other party. ________ and Seller have executed this Agreement at the day and year first above written. ________ Seller ______________________ ______________________ Name: Name: Title: Title: Date: Date: SCHEDULE 1: LIST OF PRODUCTS SCHEDULE 2: SPECIFICATIONS OF PRODUCTS SCHEDULE 3: TECHNICAL INFORMATION AND MATERIAL SCHEDULE 4: PRICES OF THE PRODUCTS

Download Word Document In English. (Rs.30/-) DATA PURCHASE AGREEMENT Parties This IT [Scope of Service]  Agreement (“Agreement”) made on [Date Created] , is created between [Your Company Name]  with its principal place of business at [Your Company Address]  (“Company”), and [Your Client Company Name]  with its principal place of business at [Your Client Company Address] (“Client”). The Company and Client are each referred to as a “Party” and, collectively, as the "Parties" and agree as follows: Services and Payment [Your Company Name] agrees to provide [Your Client Company Name] with Digital Mapping Data in accordance with the provisions and specifications detailed in this Agreement. [Service Details]  The Company shall provide detailed digital mapping data, also referred to as digital cartography, of the city of Utica in New York, containing maps with representations of the city. The data, as received by the Client, shall be formatted to come in the form of a virtual image of the map of the city, detailing roads and other points of interest. The Client agrees to pay the Company for all services rendered for the fulfillment of the obligations stipulated in this Agreement. [Payment Terms] In return of the data provided by the Company, the Client shall pay the data purchase price of $3,285 at the time of the signing of this Data Purchase Agreement and the purchase order.  The Client holds the discretion to utilize either of the two payment methods: a lump-sum payment of the specified amount or a three-month installment payment with a 3% interest per month. Should the Client choose the lump-sum payment method, the payment must be completed within a week after the signing of this Agreement. Should the Client choose the three-month installment method, the first payment must be made within a month after the signing of this Agreement, and the succeeding payments must be made a month after the previous payment. The Company shall provide a one-week grace period in the event that the Client fails to pay within the due date. Thereafter, the Company shall send a notice to the Client demanding the payment of the amount due. The failure to pay a week after the issuance of the notice shall constitute a breach of Agreement. Ownership; Rights; Confidential Information This Agreement does not transfer any proprietary right to the Client. [Your Company Name] retains sole proprietary rights and interests of the digital mapping data specified in this Agreement, granting [Your Client Company Name] only limited, non-exclusive, and non-transferable license of the product, thereby allowing the Client to use the data only for reference or supplemental purposes and prohibiting the Client from distributing the data, in part or in whole, without the consent of the Company. The Client recognizes the copyrights and digital distribution rights of the Company. Violation of these rights shall be construed as a breach of Agreement of the Client. Both the Company and the Client acknowledge that any and all information shared between the Parties for the completion of all obligations set forth herein shall be deemed confidential. Therefore, both Parties further agree to the nondisclosure of such information. Confidential information includes each Party’s proprietary details. Either Party’s failure to uphold this confidentiality clause shall constitute a breach of Agreement.  Warranty; Relationship; Termination; Notice [Your Company Name] and [Your Client Company Name] warrant each other that each possesses the capability and authority to enter into this Agreement and fulfill all obligations stipulated hereto.  The Company does not warrant the Client of the accuracy and suitability of the data for the specific purpose of the Client. Following such, the Client agrees to indemnify the Company, its directors, employees, legal representatives, successors, assigns, and officers, from damages, losses, liabilities, expenses, and any claims arising from a breach of Agreement, fraud, or misconduct of the Client and its affiliates, and from any third-party claims regarding the Client’s derivative work. The Client warrants the Company that the digital mapping data shall only be used as a lawful supplement or reference information, without intentionally using such information to misrepresent or mislead. The Client further guarantees that any dissemination of the product shall be for business purposes only and done while observing accuracy. Any violation of this warranty may be construed as a breach of Agreement and may serve as grounds for the termination of this Agreement. This Agreement prohibits the Client from redistributing the product to any third-party entity, either for free or for a fee, without the knowledge of the Company that holds all intellectual property rights of the product. The Client’s failure to abide by the condition set forth in this clause may be interpreted as a breach of Agreement and may serve as grounds for the termination of this Agreement. In the event that disputes, misunderstanding, and claims arise between the Parties, both Parties shall utilize all resources and coordinate with each other to resolve such issues. Should both Parties fail to reach a mutual agreement and settle the disputes, arbitration shall follow. Regardless of the outcome, each party must shoulder their part of the costs for the arbitration. Any and all notices under this Agreement shall be made in writing and sent to the other Party via courier or electronic mail. The receiving Party shall acknowledge the receipt of such notice within twenty-four (24) hours. The contents of the notice shall be enforced a day after the receipt of the notice. This Agreement may only be terminated based on the grounds set forth herein. Both Parties agree that the termination of this Agreement shall not alter the rights of either Party in terms of the revenues or fees due in line with the stipulations contained in this Agreement.      Settlement of Disputes, Governing Law & Arbitration Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator. This Agreement shall be governed by the laws of India.  The Courts in Mumbai (City Name)  shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name) . The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. Next Steps Upon the signing of this Agreement, both Parties shall proceed to the next steps as follows: The Company shall send the Client the purchase order form for the final confirmation of the purchase and seal the deal with the Client. The Client shall complete its part of Agreement and pay the agreed amount in Section 2.2.1 through either of the identified payment methods in Section 2.2.2 The Company shall send the Client the payment receipt for verification of the amount, particulars, and other specifications. The Company shall provide the Client with the digital mapping data as specified in this Agreement. The Company shall provide monitoring and maintenance support to the Client. Both Parties shall close the data purchase agreement upon the completion of all obligations set forth herein. IN WITNESS WHEREOF,  each of the Parties has executed this IT [Scope of Service] Agreement, both Parties by its representative, as of the day and year set forth below. [Your Company Name] [Your Company Representative Name] [Your Company Representative Signature] [Date Signed] [Your Client Company Name] [Your Client Representative Name] [Your Client Representative Signature] [Date Signed]

MULTIMEDIA DEVELOPMENT AND LICENSE AGREEMENT Download Word Document In English. (Rs.50/-) This Multimedia Development and License Agreement (this “Agreement”) is entered into between [SPECIFY THE COMPANY NAME OF THE PARTY], hereinafter referred to as (the “SOFTWARE DEVELOPER”) with its official place of address at [SPECIFY COMPLETE ADDRESS OF THE SOFTWARE DEVELOPER] and [SPECIFY THE COMPANY NAME OF THE OTHER PARTY], hereinafter referred to as (the “SOFTWARE PATENT COMPANY”), a company organized and existing under the laws of the State of [SPECIFY THE GOVERNING STATE] with its official business address at [SPECIFY THE COMPLETE ADDRESS OF THE SOFTWARE PATENT COMPANY], made and executed as of this [SPECIFY THE DAY] day of [SPECIFY THE MONTH], [SPECIFY THE YEAR] (the “Effective Date”). RECITALS WHEREAS, SOFTWARE PATENT COMPANY desires to engage the services of SOFTWARE DEVELOPER to provide Multimedia Development and License under the terms and conditions that shall be set out in this Agreement; WHEREAS, SOFTWARE DEVELOPER desires to be engaged in providing services to the SOFTWARE PATENT under the terms and conditions that shall be set out in this Agreement; WHEREAS, both parties agree that all rights, interests, and title that will result out of the services made, shall be co-owned by the parties hereto under the terms and conditions that shall be set out in this Agreement; WHEREAS, SOFTWARE PATENT COMPANY shall grant the SOFTWARE DEVELOPER all reasonable payment and fees for the services to be rendered by the latter under the terms and conditions that shall be set out in this Agreement; and WHEREAS, SOFTWARE DEVELOPER is able and capable of performing the services needed by the SOFTWARE PATENT COMPANY correctly and efficiently. NOW THEREFORE, in view of the considerations and promises herein set forth, SOFTWARE DEVELOPER and SOFTWARE PATENT COMPANY, covenants to hereby agree to the following: A. DEFINITIONS 1) Agreement - This shall mean the Multimedia Development and License Agreement that the parties agreed to be mutually bound. Parties - This shall refer to the SOFTWARE DEVELOPER and SOFTWARE PATENT COMPANY who enter into this Agreement and agreed to be bound by it. 2) SOFTWARE DEVELOPER - This pertains to the party in the Agreement who extends services to the other party which shall be necessary for use by the said party. 3) SOFTWARE PATENT COMPANY - This pertains to the party in the Agreement who engages the services of the other party in order to be of help in the business of the aforementioned party. 4) Pertinent Data - This shall speak of all data owned by the SOFTWARE PATENT COMPANY to be duly provided to the SOFTWARE DEVELOPER for use to fulfill the obligations and duties of the SOFTWARE DEVELOPER by reason of this Agreement. 5) Term - The same shall mean the duration of the Agreement in which the parties are duly bound to abide. B. EXTENT OF SERVICE 1) SOFTWARE PATENT COMPANY will keep the SOFTWARE DEVELOPER in order to render the work agreed by the parties. The extent of service will be defined and set forth in an Agreement to be separately made and executed by the parties. SOFTWARE DEVELOPER assures the SOFTWARE PATENT COMPANY that the services shall be rendered with utmost quality and in accordance with the laws of the [SPECIFY THE GOVERNING STATE] as well as pursuant to the terms and conditions set forth in this Agreement. 2) In developing a program, SOFTWARE PATENT COMPANY will compensate the SOFTWARE DEVELOPER in order for its development, including the reasonable expenses. Each Program Plan will be proposed to SOFTWARE PATENT COMPANY for its confirmation. C. PARTIES’ RESPONSIBILITIES In connection with this Agreement, it is the responsibility of the SOFTWARE PATENT COMPANY to: [SPECIFY THE RESPONSIBILITIES OF THE SOFTWARE PATENT COMPANY] In line with this said Agreement, the SOFTWARE DEVELOPER is responsible for: [SPECIFY THE RESPONSIBILITIES OF THE SOFTWARE DEVELOPER] D. FEES, EXPENSES AND REIMBURSEMENT 1) By reason of the performance of the services rendered by the SOFTWARE DEVELOPER, the SOFTWARE PATENT COMPANY shall provide fees to the former which shall be treated as full compensation for the work done. Prior to the payment of the compensation, the SOFTWARE DEVELOPER must provide a receipt to the SOFTWARE PATENT COMPANY enclosing thereto the tally of the services rendered by the SOFTWARE DEVELOPER for a specified period of time. Payment of the said compensation shall be delivered through [PROVIDE SPECIFICATION AS TO WHEN AND HOW THE PAYMENT FOR THE COMPENSATION SHALL BE MADE]. 2) If during the pendency of the program development, the SOFTWARE DEVELOPER shall incur additional expenses not included and not agreed by the parties, the SOFTWARE DEVELOPER must immediately present the additional expenses to the SOFTWARE PATENT COMPANY for their perusal. Following SOFTWARE PATENT COMPANY's approval to the additional expenses, the same shall reflect and amend the Agreement made by the parties with regard to charges and fees. 3) For all authorized and reasonable expenses incurred, the SOFTWARE DEVELOPER will be reimbursed by SOFTWARE PATENT COMPANY. The authorized and reasonable expenses mention beforehand shall mean all the expenses used by the SOFTWARE DEVELOPER for [SPECIFY THE INCLUSION OF AUTHORIZED AND REASONABLE EXPENSES] provided that SOFTWARE DEVELOPER provides SOFTWARE PATENT COMPANY with an accounting. It is to be noted that the SOFTWARE PATENT COMPANY is not liable to reimburse the SOFTWARE DEVELOPER for personal expenses not related to the services rendered. E. ROYALTY 1 For each Program developed by the SOFTWARE DEVELOPER, the SOFTWARE PATENT COMPANY will pay a royalty amounting to [SPECIFY THE AMOUNT OF THE ROYALTY TO BE PAID]. The licenses and rights authorized by the SOFTWARE PATENT COMPANY shall be treated as though the same was made to other unassociated licensees and publishers. 2) The SOFTWARE DEVELOPER must make sure to verify the dues for the royalties, and in order to satisfy the same, the SOFTWARE DEVELOPER has the right to audit the book of accounts and records of the SOFTWARE PATENT COMPANY.  3) The responsibility of the SOFTWARE PATENT COMPANY towards the SOFTWARE DEVELOPER with regard to the royalty shall persist the cessation of the Agreement. F. CHANGES IN THE PROGRAM Any update or modification to the program shall be conveyed directly to the SOFTWARE DEVELOPER and the SOFTWARE DEVELOPER must without reasonable time effect the change in the program. If deemed approved, the SOFTWARE DEVELOPER must immediately implement the changes endorsed by the SOFTWARE PATENT COMPANY. G. TERM AND TERMINATION 1) This MULTIMEDIA DEVELOPMENT AND LICENSE AGREEMENT shall continue in effect for a duration of [SPECIFY THE DURATION OF THE AGREEMENT] unless agreed otherwise by the parties. 2) Upon prior written notice by one party who intends to terminate the Agreement, this Agreement may be terminated. Provided however that the notice must be given [SPECIFY THE PERIOD] days before the supposed termination date of the Agreement. 3) Should there be breach of the Agreement, the injured party may elect the termination of the Agreement. Should termination happen, the effects of which are as follows: [SPECIFY THE EFFECTS OF TERMINATION] [SPECIFY OTHER EFFECTS OF TERMINATION] H. GENERAL STIPULATIONS 1) Unforeseeable circumstances Parties are not liable for delay or damage that may result because of the happening of unforeseeable circumstances that include natural disasters, war or hostilities and others of the same matter. 2) Notices Any notice, report, or other correspondence required to be delivered to the parties under this Agreement shall be communicated to either party through mail, email or fax following the herein addresses: SOFTWARE DEVELOPER Details: [SPECIFY THE NAME OF THE RECEIVER] [SPECIFY THE COMPANY NAME] [SPECIFY THE COMPLETE ADDRESS OF THE COMPANY] [SPECIFY THE CONTACT DETAILS OF THE COMPANY] SOFTWARE PATENT COMPANY Details: [SPECIFY THE NAME OF THE RECEIVER] [SPECIFY THE COMPANY NAME] [SPECIFY THE COMPLETE ADDRESS OF THE COMPANY] [SPECIFY THE CONTACT DETAILS OF THE COMPANY] 3) Successors and Assigns The parties bound to this Agreement are the SOFTWARE DEVELOPER and the SOFTWARE PATENT COMPANY. At the choice and agreement of the parties, the Agreement may inure to the benefit of the successors and assigns of the parties. It is of sound importance that the same shall only be binding if the same shall be duly permitted by both parties in writing. 4) Entire Agreement This Agreement agreed upon by the parties is binding between the parties and the same shall constitute the entire agreement between them with respect to the matter. The same shall supersede any and all agreements and promises made by the parties prior to the constitution of this Agreement. 5) Settlement of Disputes, Governing Law & Arbitration   Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator. This Agreement shall be governed by the laws of India.  The Courts in Mumbai (City Name) shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name). The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. 6) Severability Generally, there is no absolute guarantee that the stipulation in the Agreement cannot be dissolved. Should any court ruled for the invalidity, illegality or unenforceability of some stipulations in the Agreement, the said stipulations shall be cured or stricken down immediately. The invalidity, illegality or unenforceability of some stipulations does not redound to the whole Agreement. The stipulations unaffected shall remain valid and subsisting. By signing this Agreement, the parties have agreed to be legally bound by this as of the date first written above. SOFTWARE PATENT COMPANY SOFTWARE DEVELOPER [SPECIFY SIGNATURE] [SPECIFY SIGNATURE] [SPECIFY NAME OF REPRESENTATIVE] [SPECIFY NAME OF REPRESENTATIVE] [SPECIFY COMPANY NAME] [SPECIFY COMPANY NAME] [SPECIFY DATE] [SPECIFY DATE]

ACCOUNTANT NON-DISCLOSURE AGREEMENT This accountant non-disclosure agreement (herein referred to as the “Agreement”) is created and made effective on this [INSERT NUMBER]  day of [INSERT MONTH] , [INSERT YEAR]  (herein referred to as the “Effective Date”).  BY AND BETWEEN [INSERT NAME OF EMPLOYING COMPANY]   (herein referred to as the “Employer”), a company duly registered and established in accordance with the laws of [INSERT NAME OF COUNTY]  of the State of [INSERT NAME OF STATE] , principally located at [INSERT COMPLETE COMPANY ADDRESS] AND [INSERT NAME OF EMPLOYED ACCOUNTANT]   (herein referred to as the “Accountant”), an individual currently employed by the Employer for the position of Accountant principally addressed at [INSERT COMPLETE RESIDENCE ADDRESS] Whereas, Employer hires Accountant hereby assigning him/her relevant work and access to Confidential Information with respect to the Employer and its associates and partners to which the Accountant has accepted. Now, therefore, in good and valuable consideration of the foregoing, Employer and Accountant hereby acknowledge the sufficiency of the following non-disclosure terms and conditions herein provided: “Confidential Information” shall be defined herein as any and all data and information not of public knowledge with respect to the Employer, its officers and employees, its business associates and partners, in which access is granted by the Employer to the Accountant; Accountant hereby promises to not disclose, share, convey, or transfer any of the confidential information received from the Employer in order to carry out the assigned tasks relevant to his/her employment under the Employer; Accountant further agrees to execute its obligations to the Employer in accordance with its specifications and shall not be permitted to record, reproduce, or store any and all of the Confidential Information received for any reason; Accountant shall not have no authority to disclose, share, convey, or transfer any and all of the Confidential Information to third-party entities, even if merely for safekeeping purposes, without any prior written consent and approval from the Employer;  Non-disclosure of confidential information by the accountant constitutes both printed and soft copy data through any electronic, magnetic, digital, or analog medium, and extends even after termination of employment for a period of [INSERT TIME PERIOD] ; Accountant hereby commits himself/herself to follow and maintain the confidentiality of corporate Information by using the technical and organizational steps mandated by the employer; Accountant hereby pledges to promptly advise the Employer upon discovery of any unauthorized use or malicious disclosure of confidential information and further commits himself/herself to cooperate and assist the Employer in every reasonable and legal way to regain possession of such confidential information and avoid any further occurrences of such circumstances;   Accountant shall be liable for any damages or losses as a result of negligence, improper usage of confidential information, lack of confidentiality in processing received data, or any other breach and infringement of the rules for the protection of confidential information; In the event that the Accountant’s employment is terminated, Accountant shall be responsible for returning any and all parts of the confidential information on his/her possession with or without any request from the Employer; Any and all Confidential Information delivered in accordance with the terms and conditions contained herein shall be and remains the property of the Employer; Accountant shall not have the right to assign or to subcontract any term or condition contained herein, in whole or in part; In the event of invalidity or unenforceability of any term or condition under this Agreement, it shall not affect the validity of the remaining terms and conditions, which will remain to be in full force and effect during the term of this Agreement; This Agreement may be amended or modified only by an instrument in writing consented by both the Employer and Accountant; SETTLEMENT OF DISPUTES, GOVERNING LAW & ARBITRATION Any dispute and/or difference arising out of, or relating to this agreement including interpretation of its terms will be resolved through joint discussion by the authorized representatives of both the parties. Moreover, if the disputes are not resolved by discussion then the matter will be referred for adjudication to the Arbitration of a Sole arbitrator. This Agreement shall be governed by the laws of India.  The Courts in Mumbai (City Name)  shall have exclusive jurisdiction over the subject matter of this Agreement. In the event of any dispute or differences arising out of or in connection with this agreement, the parties hereto, agree to resolve their dispute by a sole arbitrator chosen by the parties in fast track procedure under the provision of Sec29B of Arbitration and Conciliation act of 1996. The award under this section shall be made within a period of 6 months from the date of commencement of the arbitral tribunal proceedings. The arbitration proceedings shall be conducted in English. The place of Arbitration shall be Mumbai (City Name) . The award passed in the arbitration proceedings shall be final and binding on both the parties. The cost of arbitration proceedings shall be equally borne by both the parties. Each party shall individually bear the fees of their respective Advocate/Counsel for the proceedings. In Witness Whereof, Employer and Accountant have caused the execution of the terms and conditions contained herein on this [INSERT NUMBER]  day of [INSERT MONTH] , [INSERT YEAR] . EMPLOYER Name and Title in Print Authorized Signature ACCOUNTANT Name and Title in Print Authorized Signature Download Word Document In English. (Rs.20/-)

AGREEMENT FOR PERMISSION TO SUBLET This agreement, entered into on this date____ (date)____, by and between  _______________________________________________________________________________ hereinafter referred to as Landlord and_____________________________________________________________________________ hereinafter referred to as Tenant regarding the premises of Landlord located at: _______________________(address of premises)_______________________________________ and leased to Tenant under a lease dated ____(enter date of lease)_________, the term of which is to expire ____(enter date of lease expiration)__________. Now, therefore, it is agreed as follows: 1. Permission is hereby granted to Tenant to sublease the premises described above for a term of ___________ beginning ____________________ and ending _____________________________. 2. Any and all subtenants shall be required to conform to all obligations and covenants of the Tenant as set forth in the above-described lease, all provisions of said lease remaining in full force and effect for the entire term of the sublease. 3. Any and all adult subtenants shall be required to complete the Landlord's standard rental application and must meet the usual character, employment and credit requirements for tenancy. 4. In the event legal action is required to enforce any provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs. 5. This permission to sublease in no way releases the above-named Tenant from any obligation, responsibility or duty of a Tenant as set forth in the above-described lease. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.  ___________________________  Landlord  ___________________________  Tenant Download Word Document In English. (Rs.5/-)

Download Word Document In English. (Rs.50/-) LIMITED PARTNERSHIP AGREEMENT THIS LIMITED PARTNERSHIP AGREEMENT is made this ____day of ___________ 2020, by and between ________________, Inc., a ________________, as the General Partner (“______”) and ______, a ______company, as Limited Partner (“______”). Explanatory Statement The business and purposes of the Partnership are to expand the ______ brand throughout the territories designated under the October 12, 2007 license agreement with ________________(“______”), including, but not limited to, franchise activities, the opening of Company-operated and or franchised stores, selling coffee, ready to drink beverages, and related activities (“Franchise Activities”), and such other businesses and purposes as the Partners may from time to time determine in accordance with Section 8 of this Agreement. In order to accomplish their aforesaid desires, the parties hereto desire to join together in a India limited partnership, registered in the state of India, under and pursuant to the ______ Act, RCW 25.10, as amended from time to time (the “Act”). NOW THEREFORE, in consideration of their mutual promises, covenants, and agreements, and the Explanatory Statement, which Explanatory Statement is incorporated by reference herein and made a substantive part of this Partnership Agreement, the parties hereto do hereby promise, covenant and agree as follows: SECTION 1. DEFINITIONS Throughout this Limited Partnership Agreement, and unless the context otherwise requires, the word or words set forth below within the quotation marks shall be deemed to mean the words which follow them: 1.1 “Affiliate” – Each Person who and entity which, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with a Partner, each officer and director of a Partner and each other person having decision-making authority for a Partner. 1.2 “Agreement” – This Limited Partnership Agreement. 1.3 “Bankruptcy” – The filing by a Partner of a petition commencing a voluntary case under the Bankruptcy Code; a general assignment by a Party for the benefit of creditors; an admission in writing by a Partner of his inability to pay his debts as they become due; the filing by a Partner of any petition or answer in any proceeding seeking for himself or consenting to, or acquiescing in, any insolvency, receivership, composition, readjustment, liquidation, dissolution, or similar relief under any present or future statute, law or regulation, or the filing by a Partner of an answer or other pleading admitting or failing to deny, or to contest, the material allegations of the petition filed against him in any such proceeding; the seeking or consenting to, or acquiescence by a Partner in, the appointment of any trustee, receiver, or liquidator of him, or any part of his property; and the commencement against a Partner of an involuntary case under the Bankruptcy Code, or a proceeding under any receivership, composition, readjustment, liquidation, insolvency, dissolution or like law or statute, which case or proceeding is not dismissed or vacated within 60 days. 1.4 “Capital Account” – The account established for each Partner on the books of the Partnership pursuant to Section 5.5. Any reference to the Capital Account of a Partner shall include the Capital Account of a predecessor holder of the interest of the Partner, or a proportionate share of that Capital Account if the Partner has succeeded to less than all of the predecessor’s interest. 1.5 “Capital Contribution” – The total amount of money and the fair market value of property (net of liabilities secured by such property that the Partnership is considered to assume or take subject to under Code Section 752) actually contributed to the Partnership by each Partner pursuant to the terms of this Agreement. Any reference to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the interest of the Partner. 1.6 “Certificate” – The separate certificate of limited partnership which is required, under RCW 25.10.080, to be executed and filed in the office of the Secretary of State to form the Partnership as a limited partnership under the laws of the State. 1.7 “Code” – the Internal Revenue Code of 1986, as amended; and “Regulations” means the Treasury Regulations promulgated under the Code. 1.8 “General Partner” – ______, any person or other entity substituted for it, and any additional General Partner admitted to the Partnership pursuant to this Agreement. 1.9 “Limited Partner” – ______, any Persons or other entity substituted for him, and any additional Limited Partners admitted to the Partnership pursuant to this Agreement. 1.10 “Partner” – Either a General Partner or Limited Partner.   1.11 “Partnership” – This limited partnership. 1.12 “Partnership Interest” – For any Partner, the number of Units owned by the Partner divided by the aggregate number of Units owned by all Partne$ 1.13 “Persons” – Individuals, partnership, corporations, unincorporated associations, trusts, estates and any other type of entity. 1.14 “Secretary of State” – The secretary of state of the State. 1.15 “State” – The State of India. 1.16 “Managing General Partner” – The Managing General Partner as set forth in Section 8.1.3. 1.17 “Unit” – An interest in the Partnership which entitles the holder to that percentage of each item of the Partnership’s gain, income, loss, deduction, credit, or other tax items which is equal to one (1) divided by the total number of Units owned by all Partners considered in the aggregate. 1.18 “Days” and “Business Days” – All references to “days” shall mean actual days. All references to “business days” shall mean Monday through Friday. Both definitions shall exclude national holidays in the India for the purposes of tolling timelines. SECTION 2. ORGANIZATION 2.1 Formation. The parties agree to form a limited partnership pursuant to the terms and conditions contained in this Agreement. Except as otherwise provided in this Agreement, the rights and liabilities of the Partners will be governed by the Act. 2.2 Name. The name of the Partnership shall be ________________ Partners, LP. 2.3 Principal Place of Business, Registered Office, and Agent. The principal office and place of business of the Partnership (the “Office”) shall be located at ____________________. The Partnership shall have such other or additional offices as the Partners may, from time to time, determine in accordance with Section 8 of this Agreement. The General Partner may from time to time designate a different principal place of business or establish additional places of business either within or outside the State. If the General Partner establishes a place of business outside the State, it will be required to qualify the Partnership to conduct business as a limited partnership in any such foreign jurisdiction. The Partnership will maintain an office at its principal place of business at which it will maintain all records it is required to maintain pursuant to RCW 25.10.050. The General Partner will be the Partnership’s agent for service of process in the State. The General Partner’s address for that purpose will be the address of the Partnership’s principal place of business. The General Partner may from time to time designate a different registered agent by filing with the Secretary of State an amendment to the Certificate in the manner required by the Act. 2.4 Certificate of Limited Partnership; Fictitious-Name Statements. The General Partner will execute the Certificate and cause it to be filed in the office of the Secretary of State, as required by the Act. In addition, the General Partner will execute, and cause to be filed in the appropriate offices, any fictitious-name or doing-business statements or registrations that may be required by the laws of any state, and any other certificates or documents the General Partner deems necessary or appropriate to comply with the requirements for qualification and operation of limited partnerships under the laws of the PARTNERSHIP AGREEMENT  State or of any locality or any other jurisdiction in which the Partnership does business or owns property. Any such statement, registration, certificate, or document may be executed on behalf of any Partner by its attorney-in-fact. SECTION 3. PURPOSES 3.1 Business and Purpose. The business and purposes of the Partnership are to expand the ______ brand throughout the territories set forth in Exhibit A hereto (each a “Territory” and collectively, the “Territories”), including, but not limited to, the Franchise Activities, the opening of franchise stores, franchise kiosks, the opening and operating of retail stores owned in part or in whole by the Partnership, the wholesale sale of coffee, ready to drink beverages and other ______-branded products, and related activities, and such other businesses and purposes as the Partners may from time to time determine in accordance with Section 8 of this Agreement and as may be permitted under licenses and other agreements from ________________and its affiliates. Such businesses and purposes may be conducted directly by the Partnership, and they may be conducted through one or more corporations or other entities established and owned by the Partnership. 3.2 Authority of the Partnership. The Partnership may also do and engage in any and all other things and activities and have all powers incident to the said expansion, or any part or parts thereof, including, by way of illustration and not by way of limitation, arranging for and delivering contracts of sale, deeds, leases, deeds of trust, ground leases, mortgages, notes and other evidence of indebtedness, security agreements, and other security instruments; entering into agreements for the licensing, franchising, sale, and development of the ______ brand; and doing all things reasonably incident to the development and management of the ______ brand. SECTION 4. TERM The Partnership shall commence upon the date of this Agreement, as set forth above. Unless sooner terminated pursuant to the further provisions of this Agreement, the Partnership shall continue in perpetuity throughout the activities set out in Section 3, and may continue past that time if so agreed. SECTION 5. CAPITAL CONTRIBUTIONS 5.1 Capital Commitments. Each Partner, upon admission to the Partnership, shall be deemed to have made a “Capital Commitment” equal to the following US dollar amounts set forth after their respective names. The Capital Commitment of a Partner shall represent the maximum aggregate amount of cash and property that such Partner shall be required to contribute to the capital of the Partnership and without such Partner’s consent, shall not be changed during the term of the Partnership. General Partner    $ 9,000,000.00 Limited Partner    $ 6,000,000.00 5.1.1 General Partner’s Capital Contribution. General Partner’s Capital Contribution shall be due and payable at the time of the General Partner’s admission to the Partnership in the form of the following, which, for the purpose of this Agreement, the parties have agreed the value shall be $9,000,000.00:   Assignment of General Partner’s rights and interest in the License Agreement, which includes a provision for Roasting Rights, dated as of _____________ with ________________(the “______ License Agreement”). 5.1.2 Limited Partner’s Capital Contribution. Limited Partner’s initial Capital Contribution shall be in the form of $250,000 cash and a promissory note for $2,750,000 payable to the Partnership in the form attached hereto as Exhibit B, due and payable at the time of the Limited Partner’s admission to the Partnership (“Limited Partner’s Initial Capital Contribution”). 5.1.3 Limited Partner’s Additional Capital Contribution. Capital Contributions in respect of and in proportion to (but not to exceed) the Limited Partner’s remaining Capital Commitment shall be due and payable no later than _____________ (the “Commitment Period”), provided however, that General Partner, in its sole discretion, may accept such additional Capital Contributions by Limited Partner at any time prior to the Commitment Period. 5.1.4 Failure to Make Capital Contributions. (a) Event of Default. If Limited Partner fails to make all or any portion of a Capital Contribution when due, then it shall (i) be deemed a “Defaulting Limited Partner” and the following provisions of this Section 5.1.4 shall apply. The General Partner, in its sole and absolute discretion, may choose not to designate Limited Partner as a Defaulting Limited Partner and may agree to waive or permit the cure of such default, subject to such conditions as the General Partner and Limited Partner may agree upon. (b) Interest of Overdue Amounts. A Defaulting Limited Partner may, in the sole discretion of the General Partner, be required to pay to the Partnership interest on the past due amount at an annual rate equal to 10 percent (10%), compounded monthly (which interest shall be treated as income of the Partnership and not as a Capital Contribution by the Defaulting Limited Partner) from the date such balance was due and payable through the date full payment for such contribution is actually made. (c) Loss of Voting Rights. The General Partner may, in is sole discretion, declare that whenever the vote, consent or decision of a Limited Partner or of the Partners is required or permitted pursuant to this Agreement, except PARTNERSHIP AGREEMENT as required by the Act, a Defaulting Limited Partner shall not be entitled to participate in such vote or consent, or to make such decision, and such vote, consent or decision shall be tabulated or made as if such Defaulting Limited Partner were not a Partner. (d) Additional Remedies. If a Defaulting Limited Partner fails to make all or any portion of a Capital Contribution within ten (10) business days after the original due date thereof, the General Partner shall give the Defaulting Limited Partner written notice of the failure. The Defaulting Limited Partner shall then have ten (10) business days to remedy such failure. If the Defaulting Limited Partner fails to remedy such default within such ten (10) business day period, then the General Partner may elect to impose any one or more of the following remedies: (i) The General Partner may reduce such Defaulting Limited Partner’s Capital Account balance by the interest due under Section 5.1.4(b); (ii) The General Partner may cause the Partnership to commence proceedings against the Defaulting Limited Partner to collect the due and unpaid Capital Contribution as well as (x) the interest due under Section 5.1.4(b); and (y) the expenses of collection including attorneys fees. Any such amounts collected in excess of the Defaulting Limited Partner’s due and unpaid Capital Contribution shall be deemed for purposes of this Agreement to be income of or a reimbursement to the Partnership, as appropriate, and shall not be treated as a Capital Contribution by the Defaulting Limited Partner; (iii) The General Partner may designate one or more Persons (with the prior consent of such Person or Persons) to assume responsibility for (A) the due and unpaid portion of the Defaulting Limited Partner’s Capital Commitment or (B) the entire unpaid portion of the Defaulting Limited Partner’s Capital Commitment, and to assume and succeed to all of the rights of the Defaulting Limited Partner’s interest in the Partnership attributable to such portion of the Defaulting Limited Partner’s Capital Commitment; (iv) The General Partner may cancel all or any portion of the Defaulting Limited Partner’s unpaid Capital Commitment and adjust the Capital Account balances of the Partners to cause the Capital Account balance of each Partner to reflect, as closely as possible, the profit and losses allocations that would have been made if the Defaulting Limited Partner’s Capital Commitment had at no time included the canceled portion thereof; and PARTNERSHIP AGREEMENT (v) The General Partner may declare the Defaulting Limited Partner a Defaulting Partner under Section 16.1. (e) Remedies are Cumulative. The foregoing remedies are cumulative and in addition to and not in limitation of any other right or remedy of the Partnership provided by law or under this Agreement. 5.2 Reduction of General Partner’s Capital Contribution. Upon the completion of General Partner’s Capital Contribution and as Limited Partner makes Limited Partner’s Initial Capital Contribution and Limited Partner’s Additional Capital Contribution as provided above, the Partnership shall pay the General Partner (or to ______ on its behalf) in one or more installments totaling $3,000,000 in cash to reduce the value of the General Partner’s Capital Contribution amount and the General Partner’s Capital Account will be accordingly adjusted. The entire amount of Limited Partner’s Initial Capital Contribution and Limited Partner’s Additional Capital Contribution shall be paid to General Partner (or to ______ on its behalf) when and as received by the Partnership, until the total of such payments to General Partner is $3,000,000. After payment to General Partner of a total of $3,000,000 from Limited Partner’s Initial Capital Contribution and Limited Partner’s Additional Capital Contribution and corresponding adjustments to the General Partner’s Capital Account, the finalized Capital Contributions of the General Partner shall be: General Partner $ 6,000,000.00 5.3 Except as specifically provided in this Agreement, or as otherwise provided by and in accordance with law to the extent such law is not inconsistent with this Agreement, no Partner shall have the right to withdraw or reduce his or her contributions to the capital of the Partnership. 5.4 Capital Accounts. The Partnership will establish and maintain on its books a separate Capital Account for each Partner. The initial balance of the General Partner’s Capital Account will be the amount of the General Partner’s initial contribution. The initial balance of the Limited Partner’s Capital Account will be the amount of the Limited Partner’s Initial Capital Contribution. Each Partner’s Capital Account balance will be increased by the Partner’s additional Capital Contributions, by any amounts contributed by the Partner to the Partnership in exchange for additional Units and by the Partner’s distributive share of Partnership income and gain. Each Partner’s Capital Account balance will be decreased by the Partner’s distributive share of Partnership loss and expense, and by all distributions to the Partner of cash or other property. Each Capital Account will be maintained in accordance with the rules of Section 1.704-1 and Section 1.704-2 of the Regulations, which provisions are incorporated in the Agreement by this reference. 5.5 Right to Cure Partner Defaults. In the event that any Partner (the “Partner-in-Default”) defaults on an obligation that is secured by a security interest in such Partner’s Partnership Interest (a “Secured Obligation Default”), the Partnership and the other Partner shall have the right but not the obligation to pay all such amounts (each the “Cure Amount”) as may be necessary to cure any Secured Obligation Default. The Partnership shall have the first option to pay any Cure Amount. If the Partnership does not pay the Cure Amount within the lesser of (a) ten (10) days of receiving written notice of a Secured Obligation Default or (b) the time period permitted for the payment of the Cure Amount under the applicable agreement or document, then the other Partner shall have the right to pay the Cure Amount. In the event that either the Partnership or the other Partner elect to pay the Cure Amount, such payment shall be deemed to be a loan (each a “Secured Obligation Default Loan”) from the Partnership and/or the other Partner, as applicable, to the Partner-in-Default (the “Secured Obligation Default”). Any such Secured Obligation Default Loan shall bear interest at rate equal to fifteen percent (15%) per annum until repaid in full. In addition, until a Secured Obligation Default Loan has been repaid in full by the Partner-in-Default, any and all distribution, dividends or other cash payments otherwise owed to the Partner-in-Default by the Partnership, including without limitation, with respect to General Partner, royalty payable to the General Partner under the ______ License Agreement, shall be paid to the Partnership and/or the other Partner, as applicable, who has made the Secured Obligation Default Loan to the Partner-in-Default. Secured Obligation Default Loans shall be due and payable upon written demand. If the Partner-in-Default fails to pay a Secured Obligation Default Loan upon written demand, the party making the Secured Obligation Default Loan shall have the right to pursue all legal remedies available against the Partner-in-Default in order to recover immediate payment of the Secured Obligation Default Loan. Nothing contained in this Section 5.5 is or shall be deemed to be for the benefit of any person or entity other than the other Partner and the Partnership, and no such person or entity shall under any circumstances have any right to compel any actions or payments by the Partner-in-Default. If any Partner becomes a Partner-in-Default, or determines in its reasonable judgment that there is an imminent probability that the Partner will become a Partner-in-Default, the Partner shall notify the Managing General Partner and the other Partners in the Partnership. The provisions of this Section 5.5 are applicable notwithstanding any other provision in this Agreement. SECTION 6. ALLOCATION OF PROFITS AND LOSSES 6.1 General Rule. After completion of each Partner’s Capital Commitments, as adjusted as provided herein, the percentages of Partnership Interest of each of the Partners shall be as follows: ______  50 % ______  50 % 6.2 Except as provided in Section 7.3. of this Agreement, for purposes of Sections 702 and 704 of the Code, or the corresponding provisions of any future federal internal revenue law, or any similar tax law of any applicable state or jurisdiction, the determination of each Partner’s distributive share of all items of income, gain, loss, deduction, credit or allowance of the Partnership for any period or year shall be made in accordance with, and in proportion to, such Partner’s percentage of Partnership Interest as it may then exist. 6.3 Transferred Units. For any taxable year of the Partnership, the portion of any item of income, gain, profit, or loss that is allocable to any Unit which has been transferred during the year in accordance with the provisions of this Agreement will be allocated between the transferor and the transferee of the Unit, based upon the number of days during the year that each was the owner of the Unit pursuant to the provisions of this Agreement. Except as provided in the last sentence of this Section 6.3, the allocation between transferor and transferee will be made without regard to when the item, or any portion of the item, was actually realized by the Partnership, and without regard to whether cash distributions were made to the transferor or transferee of the Unit. Notwithstanding any suggestion to the contrary in this Section 6.3, any item of income, gain, profit, or loss attributable to the sale or other disposition of Partnership assets that is allocable to a Unit that has been transferred will be allocated to the record owner of the Unit as of the time of the sale or other disposition. SECTION 7. DISTRIBUTION OF PROFITS 7.1 Net Cash From Operations. The net cash from operations of the Partnership shall be distributed at such times as may be determined by the Partners in accordance with Section 8 of this Agreement among the Partners in proportion to their respective percentages of Partnership Interest, provided, however, that no amount of net cash from operations shall be distributed during any fiscal year of the Partnership until after the Partnership has paid any required installment of the aggregate purchase price pursuant to a right or option of the Partnership to acquire all of the Partnership Interest of a Partner, if any such right or option has been exercised by the Partnership, as provided in Sections 13, 15, or 16 hereof. 7.2 Definition. As used in this Section 7, the term “net cash from operations” shall mean: 7.2.1 The taxable income of the Partnership for federal income tax purposes as shown on the books of the Partnership, increased by (a) the amount of depreciation and amortization deductions taken in computing such taxable income and (b) any non-taxable income or receipts of the Partnership, and reduced by (i) payments upon the principal of any installment obligations, mortgages or deeds of trust respecting Partnership assets or of other Partnership debts, and (ii) such expenditures for capital improvements or replacements, such reserves for said improvements and replacements and such reserves for repairs and to meet anticipated expenses and for working capital as the Partners, in accordance with Section 8 of this Agreement, shall deem to be reasonably necessary in the efficient conduct of the business; plus 7.2.2 Any excess funds resulting from the placement, or excess of refinancing of, any mortgages or deeds of trust on Partnership property or the encumbrancing or financing of such property in any other manner; plus 7.2.3 Any other funds (including amounts previously set aside for reserves by the Partners, in accordance with Section 8 of this Agreement, to the extent the Partners, in accordance with Section 8 of this Agreement, no longer regard such reserves as reasonably necessary in the efficient conduct of the Partnership business) deemed available for the distribution by the Partners, in accordance with Section 8 of this Agreement. 7.2.4 In determining the amount of net cash from operations any negative balances in any category described in Section 7.2.1., 7.2.2. and 7.2.3. shall be netted against the positive balances in the other such categories. Cumulative negative or positive balances shall be carried forward. 7.3 Partnership Asset Dispositions. In addition to the distributions pursuant to Section 7.1. of this Agreement, upon any sale, transfer or other disposition of any capital asset of the Partnership (hereinafter referred to as a “Disposition”), the proceeds of such Disposition shall first be applied to the payment or repayment of any selling or other expenses incurred in connection with the Disposition and to the payment of any indebtedness secured by the asset subject to the Disposition immediately prior thereto; all proceeds remaining thereafter (the “Net Proceeds”) shall be retained by the Partnership or be distributed, at such time or times as shall be determined by the Partners in accordance with Section 8 of this Agreement to the Partners in proportion to their respective percentages of Partnership Interest; provided, however, that for purposes of Sections 702 and 704 of the Code, or the corresponding provisions of any future federal internal revenue law, or any similar tax law of any applicable state or jurisdiction, each Partner’s distributive share of all items of income, gain, loss, deduction, credit or allowance in respect of any such Disposition shall be made and based upon such Partner’s basis in such capital asset. SECTION 8. MANAGEMENT OF THE PARTNERSHIP BUSINESS 8.1 Management of the Partnership. Except to the extent that the consent of the Limited Partners is required by Section 8.4.2 and as otherwise provided in this Agreement, the Managing General Partner will have the right to make all decisions respecting the management, operation and control of the Partnership business. Except as otherwise provided in this Agreement or the Act, the Managing General Partner will have all rights and powers and will be subject to the restrictions of a partner in a partnership without limited partne$ 8.1.1 General Partner’s Duty of Care. In carrying out its duties and exercising its powers under this Agreement, the Managing General Partner will be required to exercise reasonable skill, care, and business judgment. General Partner will be deemed to be exercising reasonable care and business judgment in relying on the advice of counsel or public accountants experienced in a particular matter, and will not be liable to the Partnership or any Partner for any action taken or omitted on behalf of the Partnership in good faith and in reliance on any such advice. 8.1.2 Managing Director. The Managing General Partner shall have the right to delegate management tasks to a managing director to manage and supervise the operations and business of the Partnership in accordance with this Agreement and applicable law, subject to the consent of the Limited Partner pursuant to Section 8.4.2 below (the “Managing Director”). 8.1.3 Managing General Partner. The Managing General Partner shall be selected annually from the General Partners by the General Partners as the primary voice and leader of the General Partne$ In the event there is only one General Partner, then the single General Partner will be the Managing General Partner. When there are two or more General Partners, the Managing General Partner will be chosen by consensus of the General Partne$ The Managing General Partner will be required to have the consent of the other General Partners in the same circumstances where the consent of the Limited Partners is required pursuant to Section 8.4.2. 8.2 Conflicts of Interest. Nothing herein contained shall be construed to appoint any Partner the agent of another Partner, except as expressly provided herein. Except as expressly provided herein, nothing in this Agreement shall be construed in any manner to limit the Partners’ freedom to carry on of their own respective businesses or activities. Any of the Partners, or any agent, servant or employee of any of the Partners, may engage in and possess any interest in other businesses or ventures of every nature and description, independently or with other persons, whether or not, directly or indirectly, in competition with the business or purpose of the Partnership, and neither the Partnership nor any of the Partners shall have any rights, by virtue of this Agreement or otherwise, in and to such independent ventures or the income or profits derived therefrom, or any rights, duties or obligations in respect thereof. This section does not, and may not be interpreted to, reduce the duty of loyalty owed to the Partnership by any Partner by law or by the terms of this Agreement. 8.3 General Partner’s Undertakings. The Partners shall devote to the conduct of the Partnership business so much of their respective time as may be reasonably necessary for the efficient operation of the Partnership business. 8.3.1 Initial Public Offering. The Partners acknowledge the desirability of undertaking an initial public offering of the Partnership on an internationally recognized stock exchange (an “IPO”), that an IPO would be in the best interest of the Partnership and the Partners, and undertake to engage an underwriter to assess, prepare and underwrite an IPO at such time as the Partners believes the business and financial condition of the Partnership will support a successful offering, subject to the approval of the Limited Partner under Section 8.4.2. 8.3.2 ______ License Agreement. The General Partner covenants to enforce to the fullest extent of the law all of the Partnership’s rights under the exclusive license agreement between the General Partner and ________________dated October 12, 2007 as assigned to the Partnership pursuant to an Assignment Agreement dated December 14, 2007 (the “______ License Agreement”). 8.4 Limitations on Authority of General Partner. Notwithstanding anything to the contrary in this Agreement: 8.4.1 The General Partner has no authority to perform any action in violation of any applicable law or regulation, or in contravention to this Agreement, or encumber Partnership property for anything other than a Partnership purpose. 8.4.2 Special Voting Rights of the Limited Partne$ Notwithstanding anything to the contrary in this Agreement, any action by the General Partner on any of the following items (each, a “Major Decision”) shall require the consent of the Limited Partner, which consent shall not be unreasonably withheld:  (i) Make any capital expenditure in any single transaction in excess of the greater of (a) US $250,000 or (b) 10% of the Partners’ Capital Accounts at the time of the expenditure;    (ii) Incur, refinance or guarantee any debt out of the ordinary course of business;    (iii) Admit one or more additional or substitute Partners;    (iv) Consolidate or merge with or into any other entity, or the sale, lease, exchange, mortgage, pledge, transfer or license of all or substantially all of the assets of the Partnership;    (v) Dissolution and winding up of the Partnership;    (vi) Cause the Partnership to seek protection from creditors under federal or state bankruptcy or insolvency laws;    (vii) Adopt the annual business and financial plans of the Partnership;    (viii) Change the nature of the Partnership business;    (ix) Enter a transaction involving an actual or potential conflict of interest between the General Partner and the Partnership or the Limited Partner;    (x) Amend this Agreement or the Certificate;  (xi) Allow the use of the name of the Limited Partner to be used in the name of the Partnership or in the business of the Partnership (however, Limited Partner may not use the name “______” or any derivative of “______” or the name of the Partnership in the name of Limited Partner);    (xii) Appoint or remove the Managing Director of the Partnership;    (xiii) Make a distribution of Partnership assets or profits or adopt a plan of distribution with respect thereto;    (xiv) Appoint an underwriter for purposes of evaluating the potential for an initial public offering of the Partnership;    (xv) Appoint a master franchisee with rights to establish and operate ______ branded stores for any country within the Territories;    (xvi) Alter, modify, amend, terminate or grant a waiver under the ______ License Agreement. 8.5 Rights and Obligations of Limited Partner. 8.5.1 Management of the Partnership. No Limited Partner may take part in the management or control of the business of the Partnership or transact any business in the name of the Partnership. No Limited Partner, in its capacity as such, has the power or authority to bind the Partnership or to sign any agreement or document in the name of the Partnership. The Limited Partner, in its capacity as such, will have no vote on matters related to the operation of the Partnership or its business other than as set forth in this Agreement or as required by law. 8.5.2 Liability of Limited Partne$ A Limited Partner will be liable for, and will have the duty to pay as and when due, its Capital Commitment. Except for such Capital Commitment, a Limited Partner will not be required to make any further contributions or loans to the Partnership, and will not be personally liable for any obligations of the Partnership. 8.5.3 Special Restrictions for ______. Beyond and in addition to the terms of this Agreement, ______ must adhere to the following restrictions at all times in order to remain a Limited Partner absent express written consent of the General Partner. Any failure to do so will be considered a default under 16.1.3. (i) To change the management company of ______ to a Person other than Kouta Matsuda or Person controlled by Kouta Matsuda either through the ownership of securities or by contract (a “Controlled Entity”), approval of the General Partner must be sought and received in writing a minimum of 30 days in advance. The General Partner shall be given a minimum of 30 days to make this decision. (ii) Kouta Matsuda or a Controlled Entity shall have the sole power to manage, operate and control the affairs of ______. (iii) ______ may not make investments that would be considered a competitive conflict of interest to the Partnership or the partne$ (iv) Investors in ______ or a Controlled Entity must not be: (a) engaged in the retail coffee business, (b) a person or entity of questionable moral or financial character, or (c) a person or entity who would place the Partnership in violation of India law, such as the Patriot Act. 8.6 Advisory Board. The Partnership shall form an Advisory Board to serve solely in an advisory capacity to the Partnership and to assist the Partnership in setting and achieving its strategic objectives. The Advisory Board will consist of the Managing Director, two (2) members selected by General Partner and two (2) members selected by Limited Partner. The Advisory Board shall have no authority to manage, direct or act for the Partnership. Compensation for the Advisory Board shall be zero dollars ($0) unless otherwise agreed by the Partne$ SECTION 9. SALARIES Unless otherwise agreed by the Partners in accordance with Section 8 of this Agreement, no Partner shall receive any salary for services rendered to or for the Partnership. SECTION 10. LEGAL TITLE TO PARTNERSHIP PROPERTY Legal title to the property of the Partnership shall be held in the name of the Partnership, unless all of the Partners consent to its being held in another matter. It is expressly understood and agreed that the manner of holding title to property (or any part thereof) of the Partnership is solely for the convenience of the Partnership, and that all such property shall be treated as Partnership property subject to the terms of this Agreement. Notwithstanding the above, the Partnership shall not invest in India real property holding companies or hold India real property interests. SECTION 11. BANKING All revenue of the Partnership shall be deposited regularly in the Partnership savings and checking accounts at such bank or banks as shall be selected by the General Partner or its delegate, and the signatures of such Persons shall be honored for banking purposes, other than the extension of credit to, or the borrowing of money by or on behalf of, the Partnership. SECTION 12. FISCAL YEAR, AUDITS Accurate and complete books of account shall be kept by General Partner for the Partners and entries promptly made therein of all of the transactions of the Partnership, and such books of account shall be open at all times to the inspection and examination of the Partne$ The books shall be kept on the basis of accounting selected by the accountant regularly servicing the Partnership and the fiscal year of General Partner shall be fiscal year of the Partnership. An audit of the Partnership, unless otherwise agreed by the Partnership, in accordance with Section 8 of this Agreement, shall be made as of the closing of each fiscal year of the Partnership by the accountants who shall then be engaged by the Partnership. The auditor selected for the Partnership must be acceptable to the auditor used by the General Partner. SECTION 13. TRANSFER OF PARTNERSHIP INTEREST AND PARTNERSHIP RIGHTS No Partner shall hypothecate, pledge or otherwise create a security interest over any part or all of its Units in the Partnership except upon the written consent of the other Partne$ Except as otherwise provided in Sections 13, 14, 15 and 16 hereof, no Partner (hereinafter referred to as the “Offering Partner”) shall, during the term of the Partnership, sell, convey, assign or otherwise transfer (hereinafter collectively referred to as a “Transfer”) any part or all of his Units in the Partnership to any other person (a “Transferee”). Each Partner proposing to Transfer all or a portion of its Units in the Partnership (hereinafter referred to as the “Offered Interest”) shall first offer the Offered Interest on the same terms and conditions as those offered to the Transferee to the Partnership, and secondly, to the other Partners, in a manner as follows: 13.1 The Offering Partner shall give the Partnership and each Partner written notice of the Transferor’s intention to make a Transfer (the “Transfer Notice”). The Transfer Notice which shall contain (i) the number of Units comprising the Offered Interest, (ii) the identity of the prospective Transferee, (iii) the consideration to be paid for the Offered Interest (the “Transfer Purchase Price”), and (iv) the material terms and conditions upon which the proposed Transfer is to be made. The Transfer Notice shall certify that the Transferor has received a bona fide firm offer from the prospective Transferee and in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice. The Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement related to the proposed Transfer. 13.1.2 If the Partnership desires to purchase all or any part of the Offered Interest, the Partnership must, within a thirty (30) day period (the “Partnership Refusal Period”) commencing on the date of receipt of the Transfer Notice, give written notice of its election to purchase the Offered Interest equal to the Transfer Purchase Price. To the extent the Partnership elects not to purchase any of the Offered Interest, the remaining Offered Interest may be purchased by the other Partners as set forth below. A failure by the Partnership to exercise its right of first refusal within the Partnership Refusal Period shall be deemed a waiver of such right. 13.1.3 Within five (5) days after the earlier of (i) receipt by the Transferor of notice from the Partnership pursuant to Section 13.1.2 above, and (ii) the expiration of the Partnership Refusal Period, the Transferor will give written notice (the “Second Transfer Notice”) to the other Partners specifying either (A) that all or a portion of the Offered Interest was subscribed by the Partnership exercising its right of first refusal, and setting forth the number of Units comprising the Offered Interest not subscribed for by the Partnership, if any, or (B) that the Partnership waived its right to purchase any of the Offered Interest. 13.1.4 To the extent the Partnership does not purchase all of the Offered Interest pursuant to Section 13.1.2 above, each Partner (excluding the Transferor) shall have an option for a period of thirty (30) days (the “Partner Refusal Period”) from the receipt of the Second Transfer Notice to submit notice of its irrevocable commitment to elect to purchase its respective pro rata share of the remaining Offered Interest at a price per Unit equal to Transfer Purchase Price, and subject to the same material terms and conditions as described in the Transfer Notice. 13.1.5 Each Partner may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share of the remaining Offered Interest, by notifying the Transferor and the Partnership in writing, before expiration of the Partner Refusal Period as to the number of such Offered Interest which it wishes to purchase. For the purposes of this clause (ii), each Holder’s “pro rata” share of the remaining Offered Interest shall be a fraction of such remaining Offered Interest, of which the number of Units owned by such Partner on the date of the Second Transfer Notice shall be the numerator and the total number of Units held by all Partners (excluding the Transferor) on the date of the Second Transfer Notice shall be the denominator. 13.1.6 If any Partner fails to exercise its right to purchase its full pro rata share of the remaining Offered Interest, the Transferor shall deliver written notice within five (5) days after the expiration of the Partner Refusal Period to any Exercising Partner (as defined below) specifying the number of unpurchased Offered Interest. Each Partner that exercises in full its right of first refusal under clause (ii) above (an “Exercising Partner”) shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Interest by notifying the Transferor and the Partnership in writing within ten (10) days after receipt of the notice by the Transferor pursuant to the prior sentence of this subsection (iii); provided, however, that if the Exercising Partners desire to purchase in aggregate more than the number of such unpurchased Offered Interest, then such unpurchased Offered Shares will be allocated to the extent necessary among the Exercising Partners in accordance with their relative pro rata shares. 13.1.7 If any Holder gives the Transferor notice that it desires to purchase its pro rata share of the Offered Interest and, as the case may be, its re-allotment, then payment for the Offered Interest shall be by check or wire transfer, against delivery of the Offered Interest to be purchased at a place agreed by the parties and at the time of the scheduled closing therefor, which shall be no later than sixty (60) days after the Holder’s receipt of the Second Transfer Notice. 13.2 If the Partnership or the other Partners fail to accept the Offer or, if the Offer is accepted by the Partnership or the other Partners and the Partnership or the other Partners fail to purchase all of the Offered Interest at the Transfer Purchase Price within the time and in the manner specified in this Section 13, then the Offering Partner shall be free, for a period (hereinafter referred to as the “Free Transfer Period”) of sixty (60) days from the occurrence of such failure, to transfer the Offered Interest to the proposed Transferee identified in the Transfer Notice on the terms contained therein; subject only to any additional restrictions on such Transfer that may be imposed by this Agreement or any other agreement. Any such Transferee, upon acquiring the Offered Interest, shall automatically be bound by the terms of this Agreement and shall be required to join in, execute, acknowledge, seal and deliver a copy of this Agreement as a result of which he shall become an additional party hereto. If the Offering Partner shall not transfer the Offered Interest within the Free Transfer Period, his right to transfer the Offered Interest free of the foregoing restrictions shall thereupon cease and terminate. 13.3 No transfer made pursuant to this Section 13 shall dissolve or terminate the Partnership or cause the Partnership to be wound-up, but instead, the business of the Partnership shall be continued as if such Transfer had not occurred. 13.4 Notwithstanding any other section of this agreement, no Partner may transfer a portion or the entirety of the control of themselves as a corporate entity, through stock or otherwise, without the express consent of the Partners (“Indirect Transfer”). Should such an Indirect Transfer occur without consent, the transferee shall have no rights of management in the Partnership through the partner entity, nor shall they have the ability to bind the Partnership through the partner entity. This provision shall not apply to the following (the “Acceptable Indirect Transfers”): 13.4.1 A transfer or a series of transfers through which a party or parties other than ______ acquire a total of not more than 49% ownership interest in General Partner, provided that the transferee and any affiliates are not engaged in the retail coffee business, is not a person of questionable moral or financial character, is not a person who would be otherwise considered of nefarious character, and is not a person who would place the Partnership in violation of India law, such as the Patriot Act; or 13.4.2 A transfer or a series of transfers of equity securities in ______, provided that the transferee or recipient of the newly issued equity securities and any affiliates are not: (a) engaged in the retail coffee business, (b) a person or entity of questionable moral or financial character, (c) a person or entity who would be otherwise considered of nefarious character, (d) a person or entity who would place the Partnership in violation of India law, such as the Patriot Act, and (e) Kouta Matsuda or a Controlled Entity maintains his or its position and power to manage, operate and control the affairs of ______. An Acceptable Indirect Transfer may only proceed after 30 days advance written notice to the other Partner. The other non-transferring Partner may, at its discretion, question the validity of the transferee under this section. In the event the validity of the transferee is questioned, the transfer must be placed on hold until the non-transferring Partner issues a decision with respect to the transfer under this section. 13.5 In the event of any unapproved or forced transfer, the transferee’s interest shall be limited to an economic interest in the Partnership, defined as the economic right to receive distributions whenever made by the Partnership and the Partner’s allocable share of taxable income, gain, loss, deduction, and credit (the “Economic Rights”). Any transfer of Economic Rights will not include any right to participate in management of the Partnership, including any right to vote, consent to, and will not include any right to information on the Partnership or its operations or financial condition. Following any transfer of only the Economic Rights of a Partner’s Interest in the Partnership, the transferring Partner’s power and right to vote or consent to any matter submitted to the Partners will be eliminated, and the Ownership Interests of the remaining Partners, for purposes only of such votes, consents, and participation in management, will be proportionately increased until such time, if any, as the transferee of the Economic Rights becomes a fully substituted Partner. SECTION 14. ALTERATION OF THE ______ BRAND 14.1 In the event that (a) a single third party entity acquires more than 50% ownership of ______, through acquisition, merger or otherwise, and, within eighteen (18) months of closing on such transaction, announces its intention to close or change the brand identity of the company-operated stores which comprised 50% or more of the number of ______ company-operated outlets in the U.S., or (b) during any eighteen (18) month period during the term of this Agreement, ______ closes or changes the brand identity of the company-operated stores which comprised 50% or more of the number of ______ company-operated outlets in the U.S., operating at the commencement of such eighteen (18) month period; the following may occur: 14.1.1 Limited Partner may purchase all of General Partner’s Partnership Interest in order to continue operating in substantially the same manner under the License Agreement. In this event, Limited Partner may initiate a Negotiated Buy-Sell transaction as set forth in Section 18 of this Agreement and General Partner will have thirty (30) days from the date a Final Appraised Value is obtained in which to consummate the purchase. 14.1.2 Limited Partner may sell its Partnership Interest to General Partner, pursuant to a Negotiated Buy-Sell transaction as set forth in Section 18 of this Agreement and General Partner will have thirty (30) days from the date a Final Appraised Value is obtained in which to consummate the sale. 14.1.3 Limited Partner may sell all of its Partnership Interest, subject to a right of first refusal by General Partner pursuant to Sections 13.1 and 13.2 . 14.2 In no event shall the following trigger an occurrence under Section 14: 14.2.1 ______ is acquired but the ______ brand continues to operate in a manner generally consistent with the operation, pre-acquisition, and, within eighteen months of closing on such transaction, the buyer has not made an announcement that it intends to close or change the brand identity of the company-operated stores which comprised 50% or more of the number of ______ company-operated outlets in the U.S. SECTION 15. PURCHASE UPON BANKRUPTCY. 15.1 Upon the Bankruptcy of any Partner (the “Withdrawing Partner”), the Partnership shall neither be terminated nor wound-up, but, instead, the business of the Partnership shall be continued as if such Bankruptcy had not occurred. Upon any such event, the estate, legal representative, guardian or other successor to the Partner’s interests will have all rights to receive distributions which otherwise would be made to the Partner, and will succeed to all obligations of such Partner under the terms of this Agreement; provided however, that the remaining Partner shall have the option but not the obligation to purchase the Withdrawing Partner’s Partnership Interest in the Partnership at any time within seventy-five (75) days of the date of such Bankruptcy (the “Withdrawal Date”). The remaining Partner shall, by written notice addressed to the Withdrawing Partner or to the legal representative of a Withdrawing Partner, fix a closing date for such purchase which shall be not less than seventy-five (75) days after the Withdrawal Date. The Withdrawing Partner’s Interest shall be purchased by the remaining Partner on such closing date at a price (the “Withdrawing Purchase Price”) which shall be the Final Appraised Value (as defined in Section 18.1 of this Agreement.). 15.2 The aggregate dollar amount of the Withdrawing Purchase Price shall be payable in cash on the closing date, unless the acquiring Partner shall elect prior to or on the closing date to purchase the Withdrawing Partner’s Interest in installments as provided in Section 18 of this Agreement. SECTION 16. CERTAIN FURTHER EVENTS GIVING RIGHTS TO PURCHASE OPTION.   16.1 In the event that any Partner (the “Defaulting Partner”): 16.1.1 Shall have filed against him any tax lien respecting all or substantially all of his property and such tax lien shall not be discharged, removed or bonded within sixty (60) days of the date on which it was filed; or 16.1.2 Shall subject his Partnership Interest or any part thereof or interest therein to a charging order entered by any court of competent jurisdiction; or 16.1.3 Shall die or be adjudicated incompetent, for Partners who are natural persons, or dissolve or wind up, for Partners who are not natural persons; then, immediately upon the occurrence of either of said events (the “Occurrence Date”), the non-Defaulting Partner shall have the right and option, exercisable by written notice to the Defaulting Partner, within thirty (30) days of the Occurrence Date, to purchase from the Defaulting Partner, who shall sell to the non-Defaulting Partner, all of the Partnership Interest (the “Defaulting Partner’s Interest) owned by the Defaulting Partner in the Partnership on the Occurrence Date. The non-Defaulting Partner shall, by written notice delivered to the Defaulting Partner or his successors, fix a closing date for such purchase which shall be not less than forty (40) days after the Occurrence Date, but in no event longer than seventy-five (75) days after the Occurrence Date. The Defaulting Partner’s Interest shall be purchased by the non-Defaulting Partner on such closing date at a price (the “Defaulting Partner’s Purchase Price”) which shall be the Final Appraised Value (as defined in Section 18.1 of this Agreement). 16.2 The aggregate dollar amount of the Defaulting Partner’s Purchase Price shall be payable in cash on the closing date, unless the non-Defaulting Partner shall elect prior to or on the closing date to purchase the Defaulting Partner’s Interest in installments as provided in Section 18 of this Agreement. 16.3 The Partners may mutually agree, in writing, to make the default under any other agreements of the individual Partners or Partnership trigger a purchase option pursuant to this agreement. Should such a secondary agreement occur, the party in default in the secondary agreement shall be the Defaulting Party under this provision. The procedure shall be the same as is set forth in Section 16.1. 16.4 If an event pursuant to Sections 14, 15, or 16 occurs, the Partnership shall have the right to terminate all existing management agreements subject to the terms and conditions thereof. SECTION 17. CERTAIN TAX ASPECTS INCIDENT TO TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. It is the intention of the parties that the Transfer Purchase Price, the Decedent Purchase Price, the Withdrawing Purchase Price and the Defaulting Partner’s Purchase Price shall constitute and be considered as made in exchange for the interest of the retired Partner in partnership property, including good will, within the meaning of Section 736(b) of the Code, as amended. SECTION 18. THE APPRAISED VALUE. 18.1 Certain sections of this Agreement provide the right for a Partner to initiate a “Negotiated Buy-Sell transaction.” For purposes of this Agreement, that shall mean a negotiation initiated by a Partner with the other Partner(s) to sell all of its interest in the Partnership to those Partners(s) or to buy all of the interest in the Partnership of all other Partners(s), as follows: 18.1.1 The parties, being the buyer and seller, shall each, at their own expense, hire an appraiser. The hired appraisers shall then hire an additional appraiser upon their independent agreement. The cost for the independent, third appraiser, shall be divided evenly between the parties. The three appraisers shall each independently appraise the Partnership and arrive at their estimated appraisal value for the sale. The three shall then confer and reach an agreed appraisal value as a committee (the “Final Appraised Value”). This Final Appraised Value shall be binding upon the parties so long as: 18.1.1.1 The three appraisals do not vary greater than 25% from the mean of the three appraisals; 18.1.1.2 The final appraised value is no greater than 10% above the highest appraised value, nor lesser than 10% below the lowest appraised value; 18.1.1.3 The appraisal process was performed in good faith by all appraise$ In the event that the terms of this section are not satisfied, then the parties must have the interest re-appraised, or the parties may seek a remedy through a court of law. In the event that there are more than one buyer and/or seller involved in the transaction, absent an agreement among the parties, each party must hire their own appraiser. 18.1.2 In a Negotiated Buy-Sell, the terms of payment shall be as follows, unless otherwise agreed to by the buying and selling Partners: 18.1.2.1 The lesser of the amount which is twenty-five percent of the purchase price or $1,000,000.00, shall be paid in cash, bank cashier’s check, or certified funds at the closing; 18.1.2.2 The balance of the purchase price by the buying Partner executing and delivering its promissory note for the balance, with interest at the prime interest rate stated by primary banking institution utilized by the Partnership. Interest will be payable monthly, with the principal sum being due and payable in three equal annual installments. The promissory note will be secured by the ownership interest being purchased by the Partner and will contain provisions that the principal sum may be paid in whole or in part at any time, without penalty. SECTION 19. DEATH, INCOMPETENCE OR BANKRUPTCY OF KOUTA MATSUDA. The Bankruptcy, death or adjudicated incompetence of Kouta Matsuda while ______ is the Limited Partner shall give rise to a default option. The General Partner may, at its discretion, treat the Bankruptcy, death or adjudicated incompetence of Kouta Matsuda as a default for ______ under 16.1.3 if the General Partner feels the loss of ______ will affect the performance, viability, stability, or any other operating factor of ______ or if the General Partner feels the death will have any impact on the Partnership. SECTION 20. DELIVERY OF EVIDENCE OF INTEREST On the closing date, upon payment of the Final Appraised Value for the purchase of the Interest hereunder or, if payment is to be made in installments pursuant to the provisions of Section 18 hereof, upon the first payment, the Offering Partner, the Withdrawing Partner, the personal representative of the Withdrawing Partner (in the event of the bankruptcy of the Withdrawing Partner) or the Defaulting Partner, as the case may be, shall execute, acknowledge, seal and deliver to the purchasing person such instrument or instruments of transfer to evidence the purchase of the Interest (the “Instrument of Transfer”) that shall be reasonably requested by counsel to the purchasing person in form and substance; reasonably satisfactory to such counsel. If a tender of the Final Appraised Value, or the tender of the first payment thereof, shall be refused, or if the Instrument of Transfer shall not be delivered contemporaneously with the tender of the Final Appraised Value or of the first payment thereof, as aforesaid, then the purchasing person shall be appointed, and the same is hereby irrevocably constituted and appointed the attorney-in-fact with full power and authority to execute, acknowledge, seal and deliver the Instrument of Transfer. SECTION 21. INDEMNIFICATION. 21.1 General Indemnification. The Partnership shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Partnership) by reason of the fact that he is or was a Partner of the Partnership, Managing Director, employee or agent of the Partnership, or is or was serving at the request of the Partnership, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Partnership, and with respect to any criminal action proceeding, has no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of “no lo Contendere” or its equivalent, shall not in itself create a presumption that the person did or did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Partnership, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was lawful. 21.2 Special Indemnification. The general indemnification set forth in Section 21.1 shall be separate from and subordinated in priority to the Indemnification Agreement among ______, Limited Partner and ______ regarding any action brought by UCC Ueshima Coffee Corporation, Ltd. (“UCC”) with regard to the past agreement between ______ and UCC (the “______ Indemnification Agreement”). SECTION 22. NOTICES. 22.1 Any and all notices, offers, acceptances, requests, certifications and consents provided for in this Agreement shall be in writing and shall be given and be deemed to have been given when personally delivered against a signed receipt or mailed by registered or certified mail, return receipt requested, to the last address which the addressee has given to the Partnership. The address of each partner is set in Section 22.2 of this agreement, and each partner agrees to notify the Partnership of any change of address. The address of the Partnership shall be its principal office. 22.2 The Partner notice addresses are as follows: General Partner ________________, Inc. Limited Partner ______________________________ ______________________________ ______________________________ With Copies To: _________________________ SECTION 23. GOVERNING LAW. It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights, duties, obligations and liabilities of the parties shall be determined in accordance with the applicable provisions of the laws of the State of India. SECTION 24. MISCELLANEOUS PROVISIONS. 24.1 Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, all parties hereto, their personal and legal representatives, guardians, successors, and their assigns to the extent, but only to the extent, that assignment is provided for in accordance with, and permitted by, the provisions of this Agreement. 24.2 No Limitation. Except as expressly provided in this Agreement, nothing herein contained shall be construed to limit in any manner the Partners, or their respective agents, servants, and employees, in carrying on their own respective businesses or activities. 24.3 Necessary Actions. The Partners agree that they and each of them will take whatever action or actions as are deemed by counsel to the Partnership to be reasonably necessary or desirable from time to time to effectuate the provisions of intent of this Agreement, and to that end, the Partners agree that they will execute, acknowledge, seal and deliver any further instruments or documents which may be necessary to give force and effect to this Agreement or any of the provisions hereof, or to carry out the intent of this Agreement, or any of the provisions hereof. 24.4 Meanings. Throughout this Agreement, where such meanings would be appropriate: (a) the masculine gender shall be deemed to include the feminine and the neuter and vice-versa, and (b) the singular shall be deemed to include the plural, and vice-versa. 24.5 Entire Agreement; Modification. This Agreement constitutes the entire understanding and agreement between the Partners with respect to the subject matter of this Agreement. No agreements, understandings, restrictions, representations, or warranties exist between or among the Partners other than those in this Agreement or referred to or provided for in this Agreement. No modification or amendment of any provision of this Agreement will be binding on any Partner unless in writing and signed by all the Partne$ 24.6. Force of Law. Nothing contained in this Agreement shall be construed as requiring the commission of any act contrary to law. In the event there is any conflict between any provision of this Agreement and any statute, law, ordinance or regulation contrary to which the Partners have no legal right to contract, the later shall prevail, but in such event the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to conform with said requirement of law. In the event that any part, article, section, paragraph or clause of this Agreement shall be held to be indefinite, invalid or otherwise unenforceable, the entire Agreement shall not fail on account thereof, and the balance of this Agreement shall continue in full force and effect. 24.7 Amendments. Amendments to this Agreement may be proposed by any Partner. A proposed amendment will be adopted and become effective as an amendment only on the written approval of all of the Partne$ 24.8 [Reserved]. 24.9 Dispute Resolution. 24.9.1 Meet and Discuss Requirement. Before proceeding under Sections 24.9.2, the party who intends to initiate action must make a good faith effort to meet and discuss the dispute with the other party. The meeting must take place at least ten (10) business days before any action is filed. The meeting shall take place at either the office of the party not intending to initiate action or at a mutually agreeable location. The travel expenses for the meeting shall be incurred by the party intending to initiate action. In the event that both parties are intending to initiate action, each party shall pay their own travel expenses and the meeting shall be at a mutually agreeable location. 24.9.2 Unresolved Disputes. Any dispute under this agreement not resolved by Section 24.9.1 shall be settled within the court system in the India of America in any court with jurisdiction over the agreement and/or the parties, pursuant to the laws of the India at the time of the conflict. In no event shall a conflict under this agreement be settled in any jurisdiction other than the India, nor shall disputes be submitted to mediation, arbitration, or any other alternative dispute resolution procedure unless: (1) The Members unanimously agree to submit the issue to mediation, arbitration, or any other alternative dispute resolution procedure; or (2) A court orders mediation, arbitration, or another alternative dispute resolution procedure. 24.9.3 Attorney Fees. In the event of any suit or action to enforce or interpret any provision of this Agreement (or that is based on this Agreement), the prevailing party is entitled to recover, in addition to other costs, reasonable attorney fees in connection with the suit, action, or arbitration, and in any appeals. The determination of who is the prevailing party and the amount of reasonable attorney fees to be paid to the prevailing party will be decided by the court or courts, including any appellate courts, in which the matter is tried, heard, or decided. 24.10 Captions. The captions/headings used in this Agreement are for the convenience of the parties only and will not be interpreted to enlarge, contract, or alter the terms and provisions of this Agreement. The captions/headings herein are inserted only as a matter of convenience and reference, and in no way define, limit or describe the scope of this Agreement, or the intent of any provisions thereof. 24.11 Severability. If any term or provision of this Agreement is held to be void or unenforceable, that term or provision will be severed from this Agreement, the balance of the Agreement will survive, and the balance of this Agreement will be reasonably construed to carry out the intent of the parties as evidenced by the terms of this Agreement. 24.12 Further Effect. The parties agree to execute other documents reasonably necessary to further effect and evidence the terms of this Agreement, as long as the terms and provisions of the other documents are fully consistent with the terms of this Agreement. IN WITNESS WHEREOF, the parties hereunto set their hands and seals and acknowledged this Agreement as of the date first above written.   ________________, Inc.     GENERAL PARTNER       By:           Title:           Date:             ______     LIMITED PARTNER       By:         Title:           Date:

Marketing Agreement Date Dear                    This letter will confirm that                 is hereby appointed as non-exclusive sales representative for ______ for the period of time specified in this agreement. PEMEX and its subsidiaries are specifically excluded. ______ agrees to pay                 a 10% commission on any sales which are consummated in writing while this agreement is in effect. Said commission is based on the net selling price of equipment (after cost of equipment), licensing fees, royalties or direct sale of technologies. Products will include the ______ upgrader, sand tank cleaner, and separator. This agreement will be in effect for 180 days from                   . The agreement will be self-renewing every 30 days as long as                    has demonstrated that regular progress is being made towards the finalization of a contract which shall be determined solely in ______’s discretion. Should                 fail to communicate and demonstrate regular progress at any time, then ______ may give 30 days notice and terminate the agreement in its sole discretion. ______ reserves the right to limit countries that                 can sell to, but will honour any existing sales contracts which are consummated in writing in the countries that are excluded. ______ will provide marketing support such as literature, technical data, and visits to ______ facilities in order to facilitate sales. Upon request,                    will be required to have confidentiality agreements signed by customers should they require in-depth technical review of the ______ . Thank your for your attention. For ______ Inc.:         Name Download Word Document In English. (Rs.10/-)

PRODUCT SUPPLY AGREEMENT Download Word Document In English. (Rs.50/-) This Product Supply Agreement (the “Agreement”) is entered into as of ______________, 20 _____ (the “Effective Date”) by and between ______________, a ____________ [corporation] [limited liability company] [etc.], with its principal offices at _______________ [enter address] (the “Supplier”) and _____________, a ____________ [corporation] [limited liability company] [etc.], with its principal offices at _______________ [enter address] (the “Buyer”). The Supplier and the Buyer may be referred to individually as a “Party” or collectively as the “Parties.” RECITALS           WHEREAS, the Supplier is engaged in the business of __________________________________________________________________________________________________________________________________________; and WHEREAS, the Supplier manufactures and wishes to supply to the Buyer those certain products more particularly set forth in Exhibit A attached hereto and made a part hereof (the “Products”) on the terms and conditions set forth below; and WHEREAS, the Buyer wishes to purchase the Products supplied in accordance with the terms of this Agreement; and WHEREAS, from time to time, the Parties may enter into various agreements pursuant to which the Buyer shall purchase and Supplier shall furnish additional Products; and WHEREAS, the Parties want to establish purchasing procedures and the terms and conditions governing the above-referenced transactions; WHEREAS, each Party is duly authorized and capable of entering into this Agreement.  NOW, THEREFORE, in consideration of the above recitals, and the mutual promises and benefits contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows: 1. TERM. This Agreement shall be effective as of the Effective Date and continue for a period of ___________ years (the “Term”). (Optional) [Unless otherwise terminated pursuant to Section 16 hereof, this Agreement shall renew automatically at the end of the Term for additional ________ year periods, unless either Party gives written notice of termination at least _____ days before the end of the Term or any renewal term.] 2. AGREEMENT OF PURCHASE AND SALE. Pursuant to the terms and conditions of this Agreement, the Supplier agrees to sell to the Buyer, and the Buyer agrees to buy from the Supplier, the Products listed in Exhibit A hereto, in such amounts and at such prices as agreed by the Parties.  3. MINIMUM QUANTITIES.   During each [month][year] of the Term, the Buyer hereby agrees to buy a minimum of _____  [units][amounts] of the Product listed in Exhibit A from the Supplier (the “Minimum Quantities”). 4. FAILURE TO PURCHASE MINIMUM QUANTITIES. If, without excuse either by law or expressly hereunder, the Buyer fails to purchase the Minimum Quantities from the Supplier and the Supplier is ready, willing, and able to tender the Product in such amounts, the Buyer shall pay the Supplier a sum of Rs.___________ as liquidated damages, within ____________ days of the end of the period described in Section 3 hereof, in such form and manner as may be agreed by the Parties. 5. FAILURE TO SUPPLY MINIMUM QUANTITIES.   If, without excuse either by law or expressly hereunder, the Supplier fails to supply the Buyer with the Minimum Quantities, and the Buyer is ready, willing, and able to buy the Product in such amounts, the Supplier shall pay the Buyer a sum of Rs.___________ as liquidated damages, within _______days of the end of the period described in Section 3 hereof, in such form and manner as may be agreed by the Parties.  6. (Optional) EXCEPTIONS TO PURCHASE REQUIREMENTS.  Notwithstanding anything to the contrary contained in this Agreement, the Buyer shall not be required to purchase Products from the Supplier if any of the following circumstances arise:  a. the Buyer must acquire Products on a temporary or emergency basis; b. a customer of the Buyer expresses a preference for products supplied by a supplier other than the Supplier; or c. the Supplier is unable or unwilling to supply the Buyer with Products in required quantities, or that meet the quality, delivery, or other requirements of this Agreement or of the Buyer’s customers (as determined by the Buyer in good faith).   If any of the preceding circumstances occur, the Buyer shall be entitled to manufacture or buy Products from affiliates or other suppliers. Products purchased by the Buyer from any such alternate suppliers shall count towards the Minimum Quantities required under this Agreement. 7. INSPECTION AND ACCEPTANCE. The Buyer will inspect any delivery of Products received from the Supplier, and will notify the Supplier of any defects within ____________ days after the delivery date. If the Buyer fails to notify the Supplier of any such defects within such period, the shipment of Products shall be deemed accepted. The Buyer will allow the Supplier to inspect any Products alleged defective at the Buyer’s business site. At the request of the Supplier, the Buyer will ship any Products to the Supplier that the Buyer believes are defective; provided, however, that the Supplier shall pay for any freight charges related to such shipments. The Supplier agrees to replace all defective Products rejected by the Buyer or, at the Supplier’s option, to reimburse the Buyer for the full purchase price thereof, including any related shipping costs and taxes. 8. WARRANTY AND LIMITATION OF REMEDIES; DISCLAIMER. a. The Supplier warrants that the Products supplied shall be free from defects in material and manufacture, conform to specifications set forth in Exhibit A, and conform to specifications set forth in any Purchase Order at the time of shipment. If any Product fails to conform to such specifications or any defect in material or manufacture appears within ________months from the date of shipment, the Supplier’s entire liability, and the Buyer’s exclusive remedy, shall be, at the Buyer’s option, either to repair or replace such defective Product within a reasonable time after written notification thereof and return of the defective Product after such repair or replacement to the Buyer. b. THIS WARRANTY IS MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING OR OF PERFORMANCE, CUSTOM OR USAGE OF TRADE, EXCEPT OF TITLE AND AGAINST PATENT INFRINGEMENT. 9. (Optional) ISSUANCE OF PURCHASE ORDER. From time to time, the Buyer shall provide written requests to the Supplier listing the goods it requires (each a “Purchase Order”). The Supplier is not required to supply Products until a specific Purchase Order is issued by the Buyer, and the Buyer is not obliged to buy Products from the Supplier until it submits a specific Purchase Order listing the Products it requires. 10. (Optional) CANCELLATION AND AMENDMENT OF PURCHASE ORDER. The Buyer may, in whole or in part, cancel or amend any Purchase Order submitted to the Supplier by providing _______________ days’ notice to the Supplier of such cancellation or amendment. 11. DELIVERY OF PRODUCTS / SHIPPING.         The Supplier shall deliver the Products to a location designated by the Buyer (the “Delivery Point”) within __________ days of receipt of a Purchase Order. The Supplier assumes responsibility for the Products, and all risk of damage, loss, or delay of the Products, until the Products are delivered at the Delivery Point. Once the Products are at the Delivery Point, the Buyer assumes all responsibility for and risk of damage to such Products.  12. PRICING. The Supplier shall supply the Products to the Buyer at the prices specified in the price list in Exhibit B, attached hereto and made a part hereof. The price of each Product includes packaging costs, all applicable taxes, customs duties, export duties, or similar tariffs or fees that the Supplier may be required to pay or collect in connection with the performance of its obligations under, or in furtherance of, this Agreement. The Buyer will not be charged for insurance or storage of the Products. 13.   PAYMENT TERMS. The Supplier shall send invoices to the Buyer, and the Buyer shall remit payments to the Supplier, at the addresses listed in Section 24 hereto. The Buyer shall remit such payments within _________ days of its receipt of the Supplier’s invoice. (Optional) [The Supplier shall deliver the Products within ___days of its receipt of a Purchase Order.] Title in and to the Products shall pass from the Supplier to the Buyer on the Buyer’s payment to the Supplier of all fees relating to such Products. 14. (Optional) INTELLECTUAL PROPERTY. The Buyer will use the Supplier’s trademarks or trade names both on the Products and in the advertising for the Products. The Supplier will cooperate with the Buyer’s marketing, advertising, and packaging personnel to coordinate use of the Supplier’s trademarks or trade names, and any other text that mentions the Supplier. The Buyer is not entitled, either by implication or otherwise, to any title or interest in any trademark, trade name, logo, design, or copyright developed by the Supplier in connection with the Products. 15. (Optional) CONFIDENTIALITY. Except as may be required in the marketing of the Products or with the Supplier’s prior written consent, the Buyer shall not, either directly or indirectly, in whole or in part, use or disclose to any person, firm, corporation, or other entity, any of the Supplier’s confidential information, which may include (but not be limited to) records, customer lists, data, formula, documents, drawings, inventions, methods, or processes. Information about the Products that is revealed during the Term is confidential and shall be protected from disclosure. 16. TERMINATION. This Agreement may be terminated: a. By either Party, at any time, on provision of _____________ (____) days’ written notice to the other Party.  b. By either Party, at any time, for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within ______________ (____) days of its receipt of written notice thereof.  c. By either Party at any time, without prior notice, if the other Party has instituted a proceeding seeking relief under the Bankruptcy Code or similar law, makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due.  17. DEFAULT AND REMEDIES. If either Party terminates this Agreement because of the other Party’s default, the non-breaching Party, in addition to all rights it has under this Agreement, shall have the right to exercise any and all remedies available at law or in equity. All rights and remedies are cumulative, and the election of one remedy shall not preclude another. Any termination shall be without prejudice to accrued rights. Specifically, a termination due to default of delivery or payment for the Products required hereunder shall not in any manner affect or terminate the rights and obligations of the Parties that have accrued hereunder prior or subsequent to such default in delivery or payment. Notwithstanding the expiration or termination of this Agreement, the obligations intended to survive termination or expiration of this Agreement shall continue in full force and effect. 18. FORCE MAJEURE. The Supplier and the Buyer shall  not be considered in default hereunder or be liable for any failure to perform or delay in performing any provisions of this Agreement in the customary manner to the extent that such failure or delay is caused by any reason beyond its control, including any act of God, fire, explosions, hostilities, or war (declared or undeclared), strike or work stoppage involving either Party’s employees, or governmental restrictions; provided, however, that the Party declaring force majeure shall give prompt written notice to the other Party of the commencement, nature, and termination of the force majeure condition. The Party whose performance has been interrupted by such circumstances shall use every reasonable means to resume full performance of this Agreement as promptly as possible. 18.  INDEMNIFICATION.  The Supplier shall at all times indemnify, defend, and hold harmless the Buyer against all claims, actions, damages, losses, liabilities, and expenses, including reasonable outside attorneys’ fees, arising out of or caused by any breach of any of the representations, undertakings, or agreements made by the Supplier in connection with: a. any claim of breach of any express or implied warranty or negligence or strict liability, product liability, or similar theory in connection with the production, design, sale, or use of any of the Products purchased by the Buyer; b. (Optional) any claims of patent or trademark infringement, or other violation of intellectual property rights, of third persons in connection with the production, design, sale, or use of any of the Products purchased by Buyer hereunder or the use of the trademarks, trade names, logos, or other intellectual property pertaining thereto; and c. any and all other claims and liabilities of every kind or character whatsoever arising out of, or related to, the production, design, sale, or use of the Products purchased by the Buyer hereunder, unless the same result solely from the  Buyer’s gross negligence or knowing violation of law.  The Buyer shall at all times indemnify, defend, and hold harmless the Supplier against all claims, actions, damages, losses, liabilities, and expenses, including reasonable outside attorneys’ fees, arising out of or caused by any breach of any of the representations, undertakings, or agreements made by the Buyer under or pursuant to this Agreement. 19.  (Optional) ARBITRATION.  Any controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity of this Agreement shall be settled by arbitration in accordance with the rules of __________________ . The arbitrator(s) shall be bound by the Agreement and shall interpret the Agreement in accordance with the applicable laws of the United States and the internal laws of the state of ________.  Any award, order, or judgment made pursuant to such arbitration shall be deemed final and shall be entered and enforced in any court of competent jurisdiction.  20. SUCCESSORS AND ASSIGNS.   All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.   21. ENTIRE AGREEMENT. This Agreement constitutes the final, complete, and exclusive statement of the Agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties. 22. MODIFICATION. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties, and such agreement must be in writing and signed by both Parties. 23. NOTICE. Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:  If to the Supplier:  __________________________________________ __________________________________________ __________________________________________ If to the Buyer:  __________________________________________ __________________________________________ __________________________________________ 24.  GOVERNING LAW. This Agreement shall be governed by the laws of the state of______________.  If litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled. 25.  SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein. .  26.  COUNTERPARTS/ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. 27. AFFIRMATION OF THE PARTIES.   The Parties affirm that they have entered into this Agreement freely, voluntarily, and without reliance on any promises, representations, or other statements not contained in this Agreement and that they have read and understood this Agreement.  28. HEADINGS.  Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.    IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written. SUPPLIER [SUPPLIER’S NAME] By: Name: Title: ACKNOWLEDGMENT OF NOTARY PUBLIC State of _________________ ) County of _______________ ) On this _____ day of ____________, 20___, before me, the undersigned Notary Public, personally appeared before me [NAME], personally known to me or proved to me on the basis of satisfactory evidence to be the individual who signed the foregoing document as the [OFFICER TITLE] of the [SUPPLIER] and acknowledged to me that [he] [she] executed the same in [his] [her] authorized capacity, and that by such signature, the person executed the instrument. WITNESS my hand and official seal. Signature of Notary Public:  ______________________________________ My Commission Expires: ________________________________________   BUYER [BUYER’S NAME] By: Name: Title: ACKNOWLEDGMENT OF NOTARY PUBLIC State of _________________ ) County of _______________ ) On this _____ day of ____________, 20___, before me, the undersigned Notary Public, personally appeared before me [NAME], personally known to me or proved to me on the basis of satisfactory evidence to be the individual who signed the foregoing document as the [OFFICER TITLE] of the [BUYER] and acknowledged to me that [he] [she] executed the same in [his] [her] authorized capacity, and that by such signature, the person executed the instrument. WITNESS my hand and official seal. Signature of Notary Public:  ______________________________________ My Commission Expires: ________________________________________   EXHIBIT A PRODUCT LIST [Attach copy of Product List]   EXHIBIT B PRICE LIST [Attach copy of Price List]

Download Word Document In English. (Rs.40/-) Freelance Contract Prepared for: [ Client.Company ] Created by: [Sender.FirstName] [Sender.LastName][ Sender.Company ] This Freelance Contract (this “Contract” or this “Freelance Contract”), is entered into and made effective as of [Date] (the “Effective Date”), by and between [ Client.Company ] , with an office located at [Client.Address] (“Customer”), and [ Sender.Company ] , with an office located at [Sender.Address] (“Freelancer”). WHEREAS: Customer has a need for [Description of freelance services]; and Freelancer has an interest in performing such services for Customer; and The parties wish to set forth the terms and conditions upon which such services will be provided to Customer; NOW THEREFORE,  in consideration of the foregoing, and the mutual promises herein contained, the parties hereby agree as follows: Description of Services Type your text here… Deliverables Type your text here… Project Schedule Type your text here… Pricing and Rates Type your text here… Payment Terms and Schedule Type your text here… Terms and Conditions Freelance Contract Terms and Conditions 1. Intellectual Property Rights Retained Rights.  Each party will retain all right, title, and interest in and to its own Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the other party, subject to any licenses granted herein. Pre‐Existing Intellectual Property.  Freelancer will not use any Freelancer or third party Pre‐Existing Intellectual Property in connection with this Contract unless Freelancer has the right to use it for Customer’s benefit. If Freelancer is not the owner of such Pre‐Existing Intellectual Property, Freelancer will obtain from the owner any rights as are necessary to enable Freelancer to comply with this Contract.Freelancer grants Customer a non‐exclusive, royalty‐free, worldwide, perpetual and irrevocable license in Freelancer and third party Pre‐Existing Intellectual Property, to the extent such Pre‐Existing Intellectual Property is incorporated into any Deliverable, with the license including the right to make, have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of and disclose the property and to sublicense others to do these things.Freelancer will not incorporate any materials from a third party, including Open Source or freeware, into any Deliverable unless (i) Freelancer clearly identifies the specific elements of the Deliverable to contain third party materials, (ii) Freelancer identifies the corresponding third party licenses and any restrictions on use thereof, and (ii) approval is given by Customer in writing. Freelancer represents, warrants and covenants that Freelancer has complied and shall continue to comply with all third party licenses (including all open source licenses) associated with any software components that will be included in the Deliverables or any other materials supplied by Freelancer. Freelancer shall indemnify Customer against any losses and liability incurred by Customer due to failure of Freelancer to meet any of the requirements in any of the third party licenses. Ownership of Deliverables.  Subject to Freelancer and third party rights in Pre‐Existing Intellectual Property, all Deliverables, whether complete or in progress, and all Intellectual Property Rights related thereto shall belong to Customer, and Freelancer hereby assigns such rights to Customer. Freelancer agrees that Customer will own all patents, inventor’s certificates, utility models or other rights, copyrights or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim on the part of Freelancer for additional compensation and without challenge, opposition or interference by Freelancer and Freelancer will, and will cause each of its Personnel to, waive their respective moral rights therein. Freelancer will sign any necessary documents and will otherwise assist Customer in securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country. No Rights to Customer Intellectual Property.  Except for the limited license to use materials provided by Customer as may be necessary in order for Freelancer to perform Services under this Contract, Freelancer is granted no right, title, or interest in any Customer Intellectual Property. 2. Confidentiality Confidential Information.  For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by Freelancer hereunder). Confidential Information does not include: a) information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information; b) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; c) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Receiving Party develops independent of any information originating from the Disclosing Party. Customer Confidential Information.  The following constitute Confidential Information of Customer and should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, software in various states of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information, this Contract and the existence of this Contract, and any work assignments authorized or issued under this Contract. Freelancer will not use Customer’s name, likeness, or logo (Customer’s “Identity”), without Customer’s prior written consent, to include use or reference to Customer’s Identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade publications. Non-Disclosure.  The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information. Right to Disclose.  With respect to any information, knowledge, or data disclosed to Customer by the Freelancer, the Freelancer warrants that the Freelancer has full and unrestricted right to disclose the same without incurring legal liability to others, and that Customer shall have full and unrestricted right to use and publish the same as it may see fit. Any restrictions on Customer’s use of any information, knowledge, or data disclosed by Freelancer must be made known to Customer as soon as practicable and in any event agreed upon before the start of any work. 3. Conflict of Interest Freelancer represents that its execution and performance of this Contract does not conflict with or breach any contractual, fiduciary or other duty or obligation to which Freelancer is bound. Freelancer shall not accept any work from Customer or work from any other business organizations or entities which would create an actual or potential conflict of interest for the Freelancer or which is detrimental to Customer’s business interests. 4. Termination Rights to Terminate Customer may terminate this Contract and/or an individual project for its convenience, without liability at any time, upon prior written notice to Freelancer. Freelancer may terminate this Contract upon thirty days prior written notice provided there are no open projects at the time notice is given. Customer may terminate this Contract and/or any open projects immediately for cause if the Freelancer fails to perform any of its obligations under this Contract or if Freelancer breaches any of the warranties provided herein and fails to correct such failure or breach to Customer’s reasonable satisfaction within ten (10) calendar days (unless extended by Customer) following notice by Customer. Customer shall be entitled to seek and obtain all remedies available to it in law or in equity. Upon termination of any project or work given Freelancer hereunder, Freelancer will immediately provide Customer with any and all work in progress or completed prior to the termination date. As Customer’s sole obligation to Freelancer resulting from such termination, Customer will pay Freelancer an equitable amount as determined by Customer for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination. Upon termination or expiration of this Contract or a project performed by Freelancer hereunder, whichever occurs first, Freelancer shall promptly return to Customer all materials and or tools provided by Customer under this Contract and all Confidential Information provided by Customer to Freelancer. Any provision or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Contract. 5. Warranties Freelancer warrants that: the Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks, trade secrets, copyrights or other proprietary rights, it will perform the Services hereunder in a professional and workmanlike manner, the Deliverables Freelancer provides to Customer are new, of acceptable quality free from defects in material and workmanship and will meet the requirements and conform with any specifications agreed between the parties, it has all necessary permits and is authorized to do business in all jurisdictions where Services are to be performed, it will comply with all applicable federal and other jurisdictional laws in performing the Services, it has all rights to enter into this Contract and there are no impediments to Freelancer’s execution of this Contract or Freelancer’s performance of Services hereunder. 6. Limitation of Liability EXCEPT AS SET FORTH IN THIS SECTION BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES NOR FOR LOSS OF DATA, PROFITS OR REVENUE, COST OF CAPITAL OR DOWNTIME COSTS, NOR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES, ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR COLLATERAL TO, OR DIRECTLY OR INDIRECTLY RELATED TO OR IN ANY WAY CONNECTED WITH, THE SUBJECT MATTER OF THE AGREEMENT, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STATUTE, IMPLIED DUTIES OR OBLIGATIONS, OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES NOTWITHSTANDING THE FOREGOING, ANY PURPORTED LIMITATION OR WAIVER OF LIABILITY SHALL NOT APPLY TO CONTRACTOR’S OBLIGATION UNDER THE INDEMNIFICATION OR CONFIDENTIAL INFORMATION SECTIONS OF THIS AGREEMENT OR EITHER PARTY’S LIABILITY TO THE OTHER FOR PERSONAL INJURY, DEATH OR PHYSICAL DAMAGE TO PROPERTY CLAIMS. 7. Inspection and Acceptance Non-Conforming Services and Deliverables.  If any of the Services performed or Deliverables delivered do not conform to specified requirements, Customer may require the Freelancer to perform the Services again or replace or repair the non-conforming Deliverables in order to bring them into full conformity with the requirements, at Freelancer’s sole cost and expense. When the defects in Services and/or Deliverables cannot be corrected by re-performance, Customer may: (a) require Freelancer to take necessary action, at Freelancer’s own cost and expense, to ensure that future performance conforms to the requirements and/or (b) reduce any price payable under the applicable project to reflect the reduced value of the Services performed and/or Deliverables delivered by Freelancer and accepted by Customer. If Freelancer fails to promptly conform the Services and/or Deliverables to defined requirements or specifications, or take action deemed by Customer to be sufficient to ensure future performance of the project in full conformity with such requirements, Customer may (a) by contract or otherwise, perform the services or subcontract to another Freelancer to perform the Services and reduce any price payable by an amount that is equitable under the circumstances and charge the difference in re-procurement costs back to Freelancer and/or (b) terminate the project and/or this Contract for default. 8. Insurance Freelancer shall maintain adequate insurance coverage and minimum coverage limits for its business as required by any applicable law or regulation, including Workers’ Compensation insurance as required by any applicable law or regulation, or otherwise as determined by Freelancer in its reasonable discretion. Freelancer’s lack of insurance coverage shall limit any liability Freelancer may have under this Contract. 9. Miscellaneous Assignment.  Freelancer shall not assign any rights of this Contract or any other written instrument related to Services and/or Deliverables provided under this Contract, and no assignment shall be binding without the prior written consent of Customer. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors and assigns. Governing Law.  The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Contract. The foregoing requirement will not preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests. This Contract will be construed and enforced in accordance with the laws of the State of [State] , excluding its choice of law rules. Severability.  The Parties recognize the uncertainty of the law with respect to certain provisions of this Contract and expressly stipulate that this Contract will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Contract are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Contract or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Contract will be unaffected. Independent Contractor.  Nothing contained in this Contract shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Freelancer and Customer. Customer and Freelancer agree that Freelancer is, and at all times during this Contract shall remain, an independent contractor. Force Majeure.  Neither Party shall be liable for any failure to perform under this Contract when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Freelancer and Customer. If the delay remains in effect for a period in excess of thirty days, Customer may terminate this Contract immediately upon written notice to Freelancer. Entire Contract.  This document and all attached or incorporated documents contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written. Further, this Contract may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties. IN WITNESS WHEREOF,  by their respective signatures below, the parties have caused the Contract, inclusive of Attachment A, to be duly executed and effective as of the Effective Date. [ Sender.Company ] Signature MM/DD/YYYY [Sender.FirstName] [Sender.LastName] [ Client.Company ] Signature MM/DD/YYYY [Client.FirstName] [Client.LastName]