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- CONTINUING GUARANTEE
CONTINUING GUARANTEE For the purposes set forth in Section 303(c) of the Federal Food Drug and Cosmetic Act, ______________, hereby guarantees to , ______________, ____________________, _______________ _____________________ and its subsidiaries and affiliated companies, that all articles comprising each shipment or other delivery to you as of the date of shipment or delivery, will not be adulterated or misbranded within the meaning of said Act, nor will any such article be an article which may not, under the provisions of Section 404 of said Federal Act, be introduced into interstate commerce. The guaranty shall be a general and continuing guaranty and shall be binding upon us with respect to all such articles shipped or delivered to you at any time by us before the receipt by you of written notice of the revocation of the Guarantee. All previous guarantees given by the undersigned for the purposes set forth in Section 303(c) of the said Federal Act are hereby revoked. _____________________ (hereinafter “Seller”) hereby agrees to indemnify and hold harmless ____________________________ and its subsidiaries and affiliated companies (hereinafter collectively referred to as “________________ “) from and against any and all claims, loss, damage, injury, liability, and expense, including reasonable attorney fees, however caused and resulting from, arising out of, or in any way connected with products, articles, goods, and other items heretofore or hereafter sold by Seller to ____________________ or otherwise received by ________________ through Seller. Seller further agrees to secure and keep in force, at its sole cost and expense, product liability insurance by a reputable company with limits of at lest Rs. _____________ and naming ____________________ as an additional insured. This guarantee and agreement and the rights and obligations hereunder shall be binding upon the successors and assigns of Seller and shall inure to the benefit of and its successors and assigns. _________________________ By: _________________________ Title: _______________________ Date: _______________________ Download Word Document In English. (Rs.10/-)
- ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR
ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR Assignment made this date _______________________. By__________________________________________________________________, as Assignor, To__________________________________________________________________, as Assignee. For value received, Assignor assigns and transfers to Assignee that Lease, Dated ___________________, Executed by Assignor as Lessee and by___________________________________________________________, as Lessor, of the following described premises: ______________________________________________________________________________, together with all the rights, title, and interest in and to the lease and premises, subject to all the conditions and terms contained in the lease, to have and to hold from ___/___/___, until the present term of the lease expires on ___/___/___. A copy of the lease is attached hereto and made a part hereof by reference. Assignor covenants that Assignor is the lawful and sole owner of the interest assigned hereunder; that this interest is free from all encumbrances; and that Assignor has performed all duties and obligations and made all payments required under the terms and conditions of the Lease. ASSIGNEE agrees to pay all rent due after the effective date of this assignment, and to assume and perform all duties and obligations required by the terms of the Lease. Dated: ___/___/___ Assignor: _________________________________________________ Dated: ___/___/___ Assignee: _________________________________________________ CONSENT OF LESSOR I _______________________________________________________, Lessor named in the above assignment of that Lease executed by me on ___/___/___, consent to that assignment. I also consent to the agreement by Assignee to assume after ___/___/___, the payment of rent and performance of all duties and obligations as set forth in the Lease, and release _____________________________________Lessee and Assignor, from all duties and obligations under the Lease, including the payment of rent, after___/___/___, and accept Assignee as Lessee in the place of _________________________________________________, Lessee and Assignor. Date: ___/___/___ by: ________________________________________________ Download Word Document In English. (Rs.10/-)
- License Agreement Exclusive and Non-Transferable_Right
Download Word Document In English. (Rs.50/-) EXCLUSIVE LICENSE AGREEMENT This Exclusive License Agreement (hereinafter called "Agreement"), to be effective as of the [date] day of [month], 2020 (hereinafter called "Agreement Date"), is by and between [Name of Institution] (the "College"), a [state in which incorporated] non-profit corporation, having its principal place of business at [Address], and [Name of Licensee], a corporation organized under the laws of [state in which incorporated] and having a principal place of business at [Address], and its Affiliates (hereinafter, collectively referred to as "LICENSEE.") WITNESSETH: WHEREAS, the College is the owner of the Subject Technology as defined below; and WHEREAS, the College is willing to grant a royalty bearing, worldwide, exclusive license to the Subject Technology to LICENSEE on the terms set forth herein; and WHEREAS, LICENSEE desires to obtain said exclusive license under the Subject Technology. NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto expressly agree as follows: 1. DEFINITIONS AS USED HEREIN 1.1 The term "Subject Technology" shall mean all technology, cell lines, biological materials, compounds, know-how, methods, documents, materials, tests, all improvements thereto, and all confidential information related to [name of invention] which was developed as of the Agreement Date by [name of Principal Investigator], an employee of the College and a faculty member in the Department of [name of the department] at the College. The term "Subject Technology" shall also include Indian Patent Application Serial No. [____], entitled [Title of pending application], filed [date], together with all applications for patent or like protection on said invention and all patents or like protection that may in the future be granted on said invention whether in India or any other country and all substitutions for and divisions, continuations, continuations in part, renewals, reissues, extensions and the like on said applications and patents. 1.2 The term "Licensed Product(s)" shall mean all products that incorporate, utilize or are made with the use of the Subject Technology. 1.3 The term "Field" shall mean _________________________ 1.4 The term "Net Sales" shall mean the gross amount of monies or cash equivalent of other consideration which is paid by unrelated third parties to LICENSEE for the Licensed Products by sale or other mode of transfer, less all trade, quantity and cash discounts actually allowed, credits, and allowances actually granted on account of rejections, returns or billing errors, duties, transportation and insurance, taxes and other governmental charges actually paid. The term "Net Sales" in the case of non-cash sales, shall mean all equivalent or other consideration received by LICENSEE for the Licensed Products. 1.5 The term "Affiliates" shall mean any corporation, partnership, joint venture or other entity of which the common stock or other equity ownership thereof is twenty five percent (25%) or more owned by LICENSEE. 1.6 The term "the Parties" shall mean LICENSEE and the College. NOTE: if license will include sublicense rights, include the following term. 1.7 The term "SUBLICENSING REVENUE" shall mean all cash, sublicensing fees, royalties and all other payments and the cash equivalent thereof paid to LICENSEE by sublicensees of LICENSEE of its rights hereunder, other than research and development money paid to LICENSEE to conduct research in the FIELD 2. GRANT OF LICENSE 2.1 The College hereby grants to LICENSEE an exclusive, worldwide, right and license under the Subject Technology to make, use, market, sell and offer for sale Licensed Products in the Field. NOTE: if exclusive license, use these terms as guidelines: 2.2 The grant in Section 2.1 shall be further subject to, restricted by and non-exclusive with respect to: (i) the use of the Subject Technology by the College for non-commercial research, patient care, teaching and other educationally related purposes; (ii) the use of the Subject Technology by the inventors thereof for non-commercial research purposes at academic or research institutions; and (iii) any non exclusive license of the Subject Technology that the College is required by law or regulation to grant to India or to a foreign state pursuant to an existing or future treaty with India. NOTE: if non-exclusive license, use these terms as guidelines: 2.2 The College shall at all times retain the right to: (i) use the Subject Technology for its non-commercial research, patient care, teaching and other educationally related purposes; (ii) allow the inventors to use the Subject Technology for non-commercial research purposes at academic institutions; (iii) grant any non-exclusive license to the Subject Technology that the College is required by law or regulation to grant to India or to a foreign state pursuant to an existing or future treaty with India; and (iv) grant non-exclusive licenses and other rights to the Subject Technology to third parties, whether such be commercial entities, academic institutions or other persons. 3. MARKETING EFFORTS LICENSEE shall use reasonable efforts, as defined herein, to effect assiduously the introduction of Licensed Products into the commercial market as soon as practicable. Such efforts shall include, but not be limited to: sufficient funding at the College to continue Dr. ______'s research efforts at a rate mutually agreed to by LICENSEE, the College and Dr. _______, submitting an IND to the FDA within three years of the Agreement Date, launching a prophylactic or therapeutic product in a North American or European market within [ ] years of the Agreement Date, publishing and distributing a product circular for the Subject Technology; advertising in at least one of the key journals (i.e., Science, Nature, Cell, Biotechniques) at least _______ times during the first year of the introduction of Licensed Products and twice annually for _____years thereafter; and marketing the Licensed Products with the same diligence as LICENSEE employs for comparable products marketed by LICENSEE. 4. PAYMENTS AND REPORTS 4.1 As partial consideration for the rights conveyed by the College under this Agreement, LICENSEE shall pay the College a license fee of ___________ ($XX,XXX) upon execution of this Agreement. 4.2 In addition to the foregoing license execution fee, LICENSEE shall pay the College a running royalty of ____ percent (X%) of Net Sales. Such running royalties shall be payable as provided in Paragraph 4.5. 4.3 In the event that the running royalties paid on Net Sales in any calendar year do not reach the minimum amount set out below for such year, LICENSEE shall pay an additional amount with the payment due for the period ending December 31 of such year, so that the total amount paid for such year shall reach such minimum amount: Year One Rs. Year Two Rs. Year Three Rs. Year Four Rs. Year Five and after Rs. 4.4 LICENSEE shall also pay the College the following milestone payments: (a) __________ thousand rupees (Rs.XX,000) upon the submission of an IND to the FDA; (b) _________________ thousand rupees (Rs.XX,000) upon the submission of and NDA to the FDA and (c) ________________ thousand rupees (Rs.X00,000) upon product approval and launch in a North American or European market. 4.5 In addition to the foregoing fees and running royalties, LICENSEE agrees to pay to the College as royalties hereunder, xx percent (XX%) of all SUBLICENSING REVENUE. 4.6 Payment of the royalties specified in Paragraph 4.2 and Paragraph 4.3 shall be made by LICENSEE to the College within thirty (30) days after March 31, June 30, September 30 and December 31 of each year during the term of this Agreement covering the quantity of Licensed Products sold by LICENSEE during the preceding calendar quarter. After termination or expiration of this Agreement, a final payment shall be made by LICENSEE covering the whole or partial calendar quarter. Each quarterly payment shall be accompanied by a written statement of Net Sales of Licensed Products by LICENSEE during such calendar quarter. Such written statements shall be duly signed by an authorized signatory of LICENSEE on behalf of LICENSEE and shall show the Net Sales of Licensed Products by LICENSEE during such calendar quarter and the amount of royalties payable under this Agreement based thereon. 4.7 Should LICENSEE fail to make any payment whatsoever due and payable to the College hereunder, the College may, at its sole option, terminate this Agreement as provided in Paragraph 7.2. 4.8 All payments due hereunder are expressed in and shall be paid by check payable in India currency, without deduction of exchange, collection or other charges, to the College, or to the account of the College at such other bank as the College may from time to time designate by notice to LICENSEE. 4.9 In the event that any payment due hereunder is not made when due, the payment shall accrue interest beginning on the tenth day following the due date thereof, calculated at the annual rate of the sum of (a) two percent (2%) plus (b) the prime interest rate quoted by The Wall Street Journal on the date said payment is due, the interest being compounded on the last day of each calendar quarter, provided, however, that in no event shall said annual interest rate exceed the maximum legal interest rate for corporations. Each such royalty payment when made shall be accompanied by all interest so accrued. Said interest and the payment and acceptance thereof shall not negate or waive the right of the College to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment. 5.RECORDS AND INSPECTION LICENSEE shall maintain or cause to be maintained a true and correct set of records pertaining to the Net Sales of Licensed Products by LICENSEE under this Agreement. During the term of this Agreement and for a period of two (2) years thereafter, LICENSEE agrees to permit an accountant selected and paid by the College and reasonably acceptable to LICENSEE to have access during ordinary business hours to such records as are maintained by LICENSEE as may be necessary, in the opinion of such accountant, to determine the correctness of any report and/or payment made under this Agreement. In the event that the audit reveals an underpayment of royalty by more than five percent (5%), the cost of the audit shall be paid by LICENSEE. If the underpayment is less than five percent (5%) but more than two percent (2%), LICENSEE and the College shall each pay fifty percent (50%) of the cost of the independent audit. Such accountant shall maintain in confidence, and shall not disclose to the College, any information concerning LICENSEE or its operations or properties other than information directly relating to the correctness of such reports and payments. 6. SUBLICENSES All sublicenses granted by LICENSEE of its rights hereunder shall be subject to the terms of this License Agreement and shall provide for the payment of royalties hereunder at least to the levels specified for payments by LICENSEE to the College in Paragraph 4.2 hereof. LICENSEE shall obtain prior written approval from the College, which shall not be unreasonably withheld, prior to entering into any sublicensing agreement. LICENSEE shall be responsible for its sublicensees and shall not grant any rights which are inconsistent with the rights granted to and obligations of LICENSEE hereunder. Any act or omission of a sublicensee which would be a breach of this License Agreement if performed by LICENSEE shall be deemed to be a breach by LICENSEE of this License Agreement. Each sublicense agreement granted by LICENSEE shall include an audit right by the College of the same scope as provided in Paragraph 5 hereof with respect to LICENSEE. No such sublicense agreement shall contain any provision which would cause it to extend beyond the term of this License Agreement. LICENSEE shall give the College prompt notification of the identify and address of each sublicensee with whom it concludes a sublicense agreement and shall supply the College with a copy of each such sublicense agreement. 7. PATENTS AND INFRINGEMENT 7.1 After the Agreement Date, LICENSEE agrees to pay all costs, incident to the United States and foreign applications, patents and like protection, including all costs incurred for filing, prosecution, issuance and maintenance fees as well as any costs incurred in filling continuations, continuations-in-part, divisionals or related applications and any re-examination or reissue proceedings. 7.2 In the event that LICENSEE decides not to continue prosecution of a patent application to issuance or maintain any United States or foreign patent application or patent on technology within the Patent Rights, LICENSEE shall timely notify the College in writing in order that the College may file United States and said foreign applications and continue said prosecution or maintenance of such patent applications at its own expense. LICENSEE's right under this Agreement to practice the invention under this patent shall immediately terminate upon the College's assuming said costs. If LICENSEE fails to notify the College in sufficient time for the College to assume the cost, LICENSEE shall be considered in default of this Agreement. 7.3 LICENSEE agrees to keep the College fully informed, at LICENSEE's expense, of prosecutions pursuant to this Section 7 including submitting to the College copies of all official actions and responses thereto; provided, however, the College shall be responsible for any of its expenses including attorney's fees that the College incurs in reviewing and commenting on the information the College received from the LICENSEE. LICENSEE shall consult the College regarding any abandonment of the prosecution of the patents. 7.4 The College agrees to reasonably cooperate with LICENSEE to whatever extent is reasonably necessary to procure patent protection of any rights, including fully agreeing to execute any and all documents to provide LICENSEE the full benefit of the licenses granted herein. 7.5 Each Party shall promptly inform the other of any suspected infringement of any claims in the Patent Rights or misuse, misappropriation, theft or breach of confidence of other proprietary rights in the Subject Technology by a third party, and with respect to such activities as are suspected, LICENSEE shall have the right, but not the obligation, to institute an action for infringement, misuse, misappropriation, theft or breach of confidence of the proprietary rights against such third party. If LICENSEE fails to bring such an action or proceeding within a period of three (3) months after receiving notice or otherwise having knowledge of such infringement, then the College shall have the right, but not the obligation, to prosecute at its own expense any such claim. Should either the College or LICENSEE commence suit under the provisions of this Paragraph 7.5 and thereafter elect to abandon the same, it shall give timely notice to the other Party who may, if it so desires, continue prosecution of such action or proceeding. All recoveries, whether by judgment, award, decree or settlement, from infringement or misuse of Subject Technology shall be apportioned as follows: the Party bringing the action or proceeding shall first recover an amount equal to two (2) times the costs and expenses incurred by such Party directly related to the prosecution of such action or proceeding and the remainder shall be divided equally between LICENSEE and the College. 7.6 Neither the College nor LICENSEE shall settle any action covered by Paragraph 7.5 without first obtaining the consent of the other Party, which consent will not be unreasonably withheld. 7.7 The College shall not be liable for any losses incurred as the result of an action for infringement brought against LICENSEE as the result of LICENSEE's exercise of any right granted under this Agreement. The decision to defend or not defend shall be in LICENSEE's sole discretion. 8. TERM AND TERMINATION 8.1 Unless earlier terminated as hereinafter provided, this Agreement shall extend for the life of the last to expire patent issued on the Subject Technology and shall then expire automatically, or if no patent issues on the Subject Technology, this Agreement shall continue in full force and effect for a period of ten (10) years from the first commercial sale of Licensed Products by LICENSEE. After such expiration, LICENSEE shall have a perpetual, royalty-free license to the Subject Technology. 8.2 In the event of default or failure by LICENSEE to perform any of the terms, covenants or provisions of this Agreement, LICENSEE shall have thirty (30) days after the giving of written notice of such default by the College to correct such default. If such default is not corrected within the said thirty (30) day period, the College shall have the right, at its option, to cancel and terminate this Agreement. The failure of the College to exercise such right of termination for non-payment of royalties or otherwise shall not be deemed to be a waiver of any right the College might have, nor shall such failure preclude the College from exercising or enforcing said right upon any subsequent failure by LICENSEE. 8.3 The College shall have the right, at its option, to cancel and terminate this Agreement in the event that LICENSEE shall (i) become involved in insolvency, dissolution, bankruptcy or receivership proceedings affecting the operation of its business or (ii) make an assignment of all or substantially all of its assets for the benefit of creditors, or in the event that (iii) a receiver or trustee is appointed for LICENSEE and LICENSEE shall, after the expiration of thirty (30) days following any of the events enumerated above, have been unable to secure a dismissal, stay or other suspension of such proceedings. In the event of termination of this Agreement all rights to the Subject Technology shall revert to the College. 8.4 At the date of any termination of this Agreement pursuant to Paragraph 8.2 hereof for breach by LICENSEE, or pursuant to Paragraph 8.3 hereof, as of the receipt by LICENSEE of notice of such termination, LICENSEE shall immediately cease using any of the Subject Technology and return all copies of the same to the College; provided, however, that LICENSEE may dispose of any Licensed Products actually in the possession of LICENSEE prior to the Agreement Date of termination, subject to LICENSEE's paying to the College running royalties in accordance with Paragraph 4.2 with respect thereto and otherwise complying with the terms of this Agreement. 8.5 No termination of this Agreement shall constitute a termination or a waiver of any rights of either Party against the other Party accruing at or prior to the time of such termination. The obligations of Sections 5 and 13 shall survive termination of this Agreement. 9. ASSIGNABILITY This Agreement shall be binding upon and shall inure to the benefit of the College and its assigns and successors in interest, and shall be binding upon and shall inure to the benefit of LICENSEE and the successor to all or substantially all of its assets or business to which this Agreement relates, but shall not otherwise be assignable or assigned by LICENSEE without prior written approval by the College being first obtained, which approval shall not be unreasonably withheld. 10. GOVERNMENTAL COMPLIANCE LICENSEE shall at all times during the term of this Agreement and for so long as it shall sell Licensed Products comply and cause its sublicensees to comply with all laws that may control the import, export, manufacture, use, sale, marketing, distribution and other commercial exploitation of Licensed Products or any other activity undertaken pursuant to this Agreement. 11. GOVERNING LAW This Agreement shall be deemed to be subject to, and have been made under, and shall be construed and interpreted in accordance with the laws of the State of [ ]. This Agreement is expressly acknowledged to be subject to all federal laws including but not limited to the Export Administration Act of India. No conflict-of-laws rule or law that might refer such construction and interpretation to the laws of another state, republic, or country shall be considered. This Agreement is performable in part in [ ] County, [ ], and the Parties mutually agree that personal jurisdiction and venue shall be proper in the state and federal courts situated in [ ] County, [ ], and agree that any litigated dispute will be conducted solely in such courts. 12. ADDRESSES Any payment, notice or other communication pursuant to this Agreement shall be sufficiently made or given on the date of mailing if sent to such Party by first class mail, postage prepaid, addressed to it at its address below or as it shall designate by written notice given to the other Party: In the case of the College with a copy to: NAME NAME TITLE TITLE ADDRESS ADDRESS In the case of LICENSEE: With a copy to: NAME NAME TITLE TITLE ADDRESS ADDRESS 13. ADDITIONAL PROVISIONS 13.1 Use of the Institution's Name. LICENSEE agrees that it may not use in any way the name [the "name of Institution"] or any logotypes or symbols associated with the College or the names of any of the scientists or other researchers at the College without the prior written consent of the College. 13.2 Confidentiality. LICENSEE agrees to maintain the Subject Technology in confidence, and to use the same only in accordance with this Agreement. Such obligation of confidentiality shall not apply to information which LICENSEE can demonstrate: (i) was at the time of disclosure in the public domain; (ii) has come into the public domain after disclosure through no fault of LICENSEE; (iii) was known to LICENSEE prior to disclosure thereof by the College; (iv) was lawfully disclosed to LICENSEE by a third party which was not under an obligation of confidence to the College with respect thereto; (v) which LICENSEE can reasonably demonstrate was independently developed by LICENSEE without use of the Subject Technology; or (vi) which LICENSEE shall be compelled to disclose by law or legal process. The foregoing obligation of confidentiality shall survive termination of this Agreement. 13.3 Indemnity. Each Party shall notify the other of any claim, lawsuit or other proceeding related to the Subject Technology. Subject to the following sentence, LICENSEE agrees that it will defend, indemnify and hold harmless the College, its faculty members, scientists, researchers, employees, officers, trustees, directors, and agents and each of them (the "Indemnified Parties"), from and against any and all claims, causes of action, lawsuits or other proceedings filed or otherwise instituted against any of the Indemnified Parties related directly or indirectly to or arising out of the design, process, manufacture, or use by any person or party of the Subject Technology, the Licensed Products or any other embodiment of the Subject Technology even though such claims, causes of action, lawsuits or other proceedings and the costs (including attorney's fees) related thereto result in whole or in part from the negligence of any of the Indemnified Parties. Notwithstanding any provisions herein to the contrary, the College shall indemnify LICENSEE for any claims for injuries to persons or property damage which occur on the College premises or premises under the exclusive control of the College. LICENSEE will also assume responsibility for all costs and expenses related to such claims and lawsuits for which it is obligated to indemnify the Indemnified Parties pursuant to this Paragraph 13.3, including, but not limited to, the payment of all reasonable attorneys' fees and costs of litigation or other defense. 13.4 Insurance. LICENSEE shall for so long as LICENSEE manufactures, uses or sells any Licensed Product(s), maintain in full force and effect policies of (i) worker's compensation and/or employers' liability insurance within statutory limits, (ii) general liability insurance (with broad form general liability endorsement) with limits of not less than five million rupees (Rs.5,000,000) per occurrence with no annual aggregate and (iii) products liability insurance, with limits of not less than five million rupees (Rs.5,000,000) per occurrence with no annual aggregate. Such coverage(s) shall be purchased from a carrier or carriers deemed acceptable to the College with no annual aggregate and shall name the College as an additional insured. Upon request by the College, LICENSEE shall provide to the College copies of said policies of insurance. 13.5 The College's Disclaimers. Neither The College, nor any of its faculty members, researchers, trustees, officers, employees, directors, or agents assume any responsibility for the manufacture, product specifications, sale or use of the Subject Technology or the Licensed Products which are manufactured by or sold by LICENSEE. 13.6 Independent Contractors. The Parties hereby acknowledge and agree that each is an independent contractor and that neither Party shall be considered to be the agent, representative, master or servant of the other Party for any purpose whatsoever, and that neither Party has any authority to enter into a contract, to assume any obligation or to give warranties or representations on behalf of the other Party. Nothing in this relationship shall be construed to create a relationship of joint venture, partnership, fiduciary or other similar relationship between the Parties. 13.7 DISCLAIMER OF WARRANTY. THE COLLEGE MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS OR MERCHANTABILITY, REGARDING OR WITH RESPECT TO THE SUBJECT TECHNOLOGY OR LICENSED PRODUCTS AND THE COLLEGE MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, OF THE PATENTABILITY OF THE SUBJECT TECHNOLOGY OR LICENSED PRODUCTS OR OF THE ENFORCEABILITY OF ANY PATENTS ISSUING THEREUPON , IF ANY, OR THAT THE SUBJECT TECHNOLOGY OR LICENSED PRODUCTS ARE OR SHALL BE FREE FROM INFRINGEMENT OF ANY PATENT OR OTHER RIGHTS OF THIRD PARTIES. 13.8 Non-Waiver. The Parties covenant and agree that if a Party fails or neglects for any reason to take advantage of any of the terms provided for the termination of this Agreement or if a Party, having the right to declare this Agreement terminated, shall fail to do so, any such failure or neglect by such Party shall not be a waiver or be deemed or be construed to be a waiver of any cause for the termination of this Agreement subsequently arising, or as a waiver of any of the terms, covenants or conditions of this Agreement or of the performance thereof. None of the terms, covenants and conditions of this Agreement may be waived by a Party except by its written consent. 13.9 Reformation. All Parties hereby agree that neither Party intends to violate any public policy, statutory or common law, rule, regulation, treaty or decision of any government agency or executive body thereof of any country or community or association of countries; that if any word, sentence, paragraph or clause or combination thereof of this Agreement is found, by a court or executive body with judicial powers having jurisdiction over this Agreement or any of its Parties hereto, in a final unappealed order to be in violation of any such provision in any country or community or association of countries, such words, sentences, paragraphs or clauses or combination shall be inoperative in such country or community or association of countries, and the remainder of this Agreement shall remain binding upon the Parties hereto. 13.10 Force Majeure. No liability hereunder shall result to a Party by reason of delay in performance caused by force majeure, that is circumstances beyond the reasonable control of the Party, including, without limitation, acts of God, fire, flood, war, civil unrest, labor unrest, or shortage of or inability to obtain material as equipment. 13.11 Entire Agreement. The terms and conditions herein constitute the entire agreement between the Parties and shall supersede all previous agreements, either oral or written, between the Parties hereto with respect to the subject matter hereof. No agreement of understanding bearing on this Agreement shall be binding upon either Party hereto unless it shall be in writing and signed by the duly authorized officer or representative of each of the Parties and shall expressly refer to this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement in multiple originals by their duly authorized officers and representatives on the respective dates shown below, but effective as of the Agreement Date. LICENSEE[Name of the Institution] Name:____________________ Name:______________________ Title:_____________________ Title: Date:_____________________ Date:_______________________
- COMMERCIAL LEASE AGREEMENT
COMMERCIAL LEASE AGREEMENT This Lease is made this ______ day of __________ (Month), _____ (Year) by and between _________________________________________________ (hereinafter "Landlord") and ________________________________________________ (hereinafter "Tenant"). In consideration for the mutual promises and covenants contained herein, and for other good and valuable consideration, the parties hereby agree as follows:1. The Landlord leases to the Tenant, and the Tenant rents from the Landlord the following described premises: _________________________________________________________________________________2. The term of the Lease shall be for _______________commencing _________ and ending _________.3. The Tenant shall pay to Landlord as rent $.____________ per year in equal monthly installments of Rs. _________ payable in advance ___________________ (Time Period).4. This Lease is subject to all present or future mortgages affecting the premises.5. Tenant shall use and occupy the premises only as a _________________________ (Tenant Rental Status) subject at all times to the approval of the Landlord.6. The Tenant shall not make any alterations, additions or improvements to the premises without the prior written consent of the Landlord.7. The Landlord, at his own expense, shall furnish the following utilities or amenities for the benefit of the Tenant: ____________________________________________________________________________________________________________________________________________________________8. The Tenant, at his own expense, shall furnish the following: ______________________________________________________________________________ ______________________________________________________________________________9. The Tenant shall purchase at his own expense public liability insurance in the amount of $ _________________ as well as fire and hazard insurance in the amount of $ _____________ for the premises and shall provide satisfactory evidence thereof to the Landlord and shall continue same in force and effect throughout the Lease term hereof.10. The Tenant shall not permit or commit waste to the premises.11. The Tenant shall comply with all rules, regulations, ordinances codes and laws of all governmental authorities having jurisdiction over the premises.12. The Tenant shall not permit or engage in any activity that will effect an increase in the rate of insurance for the Building in which the premises is contained nor shall the Tenant permit or commit any nuisance thereon.13. The Tenant shall not sublet or assign the premises nor allow any other person or business to use or occupy the premises without the prior written consent of the Landlord, which consent may not be unreasonably withheld.14. At the end of the term of this Lease, the Tenant shall surrender and deliver up the premises in the same condition (subject to any additions, alterations or improvements, if any) as presently exists, reasonable wear and tear excluded.15. Upon default in any term or condition of this Lease, the Landlord shall have the right to undertake any or all other remedies permitted by Law.16. This Lease shall be binding upon, and inure to the benefit of, the parties, their heirs, successors, and assigns.Signed this _______ day of ________________ (Month) ________ (Year)._____________________________ _____________________________Tenant Landlord Download PDF Document In English. (Rs.10/-)
- UNILATERAL LIABILITY RELEASE
UNILATERAL LIABILITY RELEASE This Unilateral Liability Release (the “Agreement”) is made and effective this ___ day of ______, 2020, BETWEEN: ______________________________________ AND: _____________________________________ RECITALS WHEREAS, the Claimant holds claims against the Payer for [DESCRIBE THE INDEBTEDNESS]; and WHEREAS, Payer hereby agrees to [DESCRIBE] in return for a release of its Indebtedness to Claimant. NOW THEREFORE, in consideration of the payment of [AMOUNT], receipt of which is acknowledged, the Claimant hereby finally and irrevocably releases the Payer from all liability to the Claimant, and settles all actions or causes of action against the Payer, for damages, loss or injury sustained by the Claimant, however arising, present and future, known and unknown at this time, relating to [DESCRIBE POTENTIAL LIABILITY SITUATION]. TERMS The Claimant jointly and severally hereby forever release, discharge, acquit and forgive from any and all claims, actions, suits, demands, agreements, and each of them, if more than one, liabilities, judgments, and proceedings both at law and in equity arising from the beginning of time to the date of these presents and as more particularly related to or arriving from [POTENTIAL LIABILITY SITUATION]. If the Claimant has instituted any legal proceedings against the Payer settled by this release, the Claimant covenants to have them dismissed at the Claimant's cost with express prejudice to bringing further proceedings against the Payer arising out of the same matter. The Claimant also covenants not to make any claim or institute any proceedings against any person who might claim over against or claim contribution or indemnity from the Payer in connection with any matter for which this release is given. The Claimant also acknowledges that the Payer does not admit liability to the Claimant in connection with any matter for which this release is given. This release shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives. Provided that this release applies only to the foregoing, and no other debt, obligation, agreement or liability by and between the parties, which, if existing, shall survive this release. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written. PAYER CLAIMANT Download PDF Document In English. (Rs.5/-)
- Notice of Pay Reduction to All Employees
NOTICE OF PAY REDUCTION TO ALL EMPLOYEES [Date] Dear [Company name] employee: As we are all aware, the COVID-19 is posing challenges for everyone. We need to be financially responsible and proactive. To that end, I have asked the executive team to review all business goals, objectives and processes in order to find ways to decrease expenses, increase revenue and protect the future well-being of [Company name]. As a result of this analysis and in an effort to manage company assets conservatively during this economically challenging time due to COVID-19, the executive team has come to a difficult but necessary conclusion. Effective [date], all exempt employees will receive a 5 percent reduction in their annual salary and all nonexempt employees will receive a 5 percent reduction in their hourly pay rate. In addition, all overtime work will cease and employees are expected to continue to work their regular full- or part-time schedule. This was an extremely tough decision, and we understand the impact this will have on you and your family. However, please know that we considered several other alternatives, and the choice we made is the best option at this time and will have the least impact on our employees overall. The executive team will continue to monitor [Company name] finances and reevaluate this decision each quarter this year. We believe the outcome from this measure will better position the company for a solid financial future. We appreciate all of your hard work, and we know we will have your support as we all strive for continued business success. Should you have any questions, please don't hesitate to speak with your manager or contact human resources. Sincerely, [Name] CEO/President Download PDF Document In English. (Rs.5/-)
- AGREEMENT FOR OUTSOURCING CALL CENTER
Download PDF Document In English. (Rs.100/-) AGREEMENT FOR OUTSOURCING CALL CENTER This Agreement for Outsourcing Call Centre Support (the “Agreement”) is effective_____________[Date], BY AND BETWEEN _________________________________, a company organized and existing under the laws of the [State/Province]________________, with its head _____________________________________________ AND [Provider Name]___________________________________________, Address, City, State –Pincode. WHEREAS, Seller is engaged in several businesses including the business of [Tele com process, whereas Toll free number, virtual number selling, Both inbound and outb/ound] through its Internet site [www.__________.com] (the "Site") and through its toll-free telephone number [___________]-(the "Toll-Free Number"); and WHEREAS, Seller desires to retain the services of Provider to provide customer support and telemarketing services to customers and potential customers of Seller's [Tele com process] business (each, a "Customer"), and Provider desires to provide such services, on the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby agree as follows: 1. ENGAGEMENT OF PROVIDER; DESCRIPTION OF SERVICES 1.1 a) Subject to the terms and conditions of this Agreement, Seller hereby retains Provider to provide the Customer support and telemarketing services set forth below (collectively, the "Services"), and Provider hereby accepts such engagement. Provider will provide Seller inbound teleservice support for Seller Customers who have purchased [www._________________.com] through the Site. Provider will provide such services in accordance with the specifications set forth on SCHEDULE [SPECIFY] attached hereto and made a part hereof (collectively, the "Inbound Teleservices"). b) In addition to the Inbound Teleservices, Provider will provide inbound telemarketing services for Customers using the Site and/or the Toll-Free Number to complete [SPECIFY] request transactions with Seller. Provider will provide such services in accordance with the specifications set forth on SCHEDULE [SPECIFY] attached hereto and made a part hereof (the "Inbound Telemarketing Services" and, together with the Inbound Teleservices and any other services provided by Provider pursuant to paragraphs (c) and (d) of this Section 1.1, being collectively referred to herein as the "Services"). c) During the Term (as hereinafter defined) of this Agreement, Provider shall, at the option of Seller, provide outbound up-sell telemarketing services to Customers on terms and conditions to be agreed upon in good faith by the parties. d) Provider will also provide such additional related services as set out in this Agreement (herein "Related Services") including, without limitation, the following: 1.1.1 Provider agrees to notify Seller on a daily basis of any information required by Seller's Customers. The parties agree that Seller is responsible for fulfilling such requests. Should Provider's notice obligation significantly interfere with its primary Service activities, Provider will notify Seller. The parties agrees that upon such notice, they will work cooperatively toward an amicable solution. 1.1.2 Provider agrees to provide Seller with such information and reports related to Services created by the Provider telephone system. The initial list of reports are set forth on SCHEDULE [SPECIFY] annexed hereto and made a part hereof. Additional reports, as agreed to by the parties, shall be provided by Provider during the Term and shall be deemed included on SCHEDULE [SPECIFY] annexed hereto effective as of the date agreed to by Provider and Seller. Report topics may include performance, users, applications and lost Contacts (as hereinafter defined), among others. 1.1.3 As set forth in SCHEDULES [SPECIFY] annexed hereto, Provider agrees to allow SELLER, through reasonable mechanisms to be made available by Provider to Seller, to monitor Provider's service handling of Contacts for Products (as hereinafter defined), provided that this activity doesn't significantly interfere with primary Service activity. Seller agrees to provide Provider with any and all information, reports, or feedback related to Service quality which created by the monitoring of Contacts. 1.2 Products Provider will provide the Services for all [SPECIFY] related goods and services offered by Seller through the Site and the Toll-Free Number (collectively, the "Products"), and any other products related thereto as designated from time to time by Seller (the "Related Products"). All terms and conditions herein apply to the Products and the Related Products. If Related Products (other than any usual and customary updates, upgrades, new versions, extensions or evolutionary developments to the Products as would typically be expected to occur in products and services such as the Products) Are introduced during the Term of this Agreement, Seller shall provide reasonable advance notice of and information about such additional Related Products to Provider to enable Provider to inform and Train its CSRs (as defined in SCHEDULE [SPECIFY] annexed hereto) as necessary and appropriate to provide quality Services with respect to such additional Related Products. 1.3 Hours of operation a) Provider will provide the Inbound and outbound Tele service from Monday to Saturday. b) [8] Hours per day, [6] days per week, [12] Months per year commencing on the Telemarketing Launch Date (as defined in SCHEDULE annexed hereto). c) The seller has no SCHEDULE for the provider separately for month target. Working month will be considered minimum 10 orders per month. 1.4 Facility Provider will utilize its support facility at [FULL ADDRESS], [STATE/PROVINCE] (the "Facility") for delivery of Services for the Products. The Facility will be equipped with telephone systems, computer systems, and various Provider support and call monitoring tools, such as documentation and knowledge bases, to be used in the delivery of the Services. Provider shall bear all expenses of operating the Facility, including all expenses for equipment and systems necessary to connect to any telecommunications circuits or facilitie utilized by Seller to bring calls to the Facility. SCHEDULE [SPECIFY] annexed hereto and made a part hereof identifies the minimum capabilities Provider shall maintain with respect to the Facility. 2. SERVICE LEVELS 2.1 Definitions; Service levels 2.1.1. Call definitions Actual Handling Time: Shall mean (i) in the case of an Inbound Call (as hereinafter defined) by a CSR or an outbound Customer callback, the time that is measured from when the call is physically answered by the CSR or the Seller Customer respectively until the call is physically terminated; and any additional wrap up work performed related to such call prior to becoming physically available to receive the next Inbound Call or to make the next Customer callback, and (ii) in the case of an Automated Call (as hereinafter defined), the time that is measured from when the caller enters the Provider Voice Response Unit (VRU) until such caller leaves the VRU. Automated Call: Shall mean an Inbound Call that is delivered to an electronic voice message rather than to a CSR as the means of providing Services as described in this Agreement. Contact: Shall mean a support incident, defined as a single in-coming support request via telephonic voice (a "Voice Contact"), fax or written or electronic correspondence (an "E-mail Contact") regarding any Product. Inbound Call: Is defined as a call that has physically arrived to Provider's Interactive Voice Response Unit (an "IVR") or similar system by way of Seller's IVR or other mechanism for the purpose of providing Services as described in this Agreement. Maximum Hold Time: Shall be measured from the time an Inbound Call is placed in call group queue, prior to being physically delivered and answered by a CSR or an automated voice response unit (a "VRU"). 2.2 Service levels SCHEDULE [SPECIFY] annexed hereto and made a part hereof sets forth the performance requirements of Provider applicable to its handling of Inbound Calls, Contacts and the Actual Handling Time for Inbound Calls for all Services. 2.3 Escalation procedure Seller recognizes that there may be instances where Provider will not be able to resolve a Customer Contact without Seller's assistance. Promptly following the execution of this Agreement, both parties will mutually agree to an escalation procedure for resolving support problems that require Seller's technical personnel and/or a Seller third party vendor. Seller agrees to provide necessary and timely resources to Provider to enable Provider to resolve escalated problems in a timely manner. Examples of such resources include documentation, knowledgebase, escalation process, hardware, software and support technicians. 2.4 Customer callbacks Provider agrees that in the event a Provider CSR is unable to resolve a support incident during an Inbound Call, the CSR will make all reasonable efforts to contact the Customer as soon as possible with the solution. All telecommunications costs for these callbacks shall be borne by Seller. In the event Seller selects to be billed on a per-call basis, these callbacks shall be considered a billable call. 2.5 Call length Seller and Provider recognize that the amount of time a CSR spends on an individual voice Contact can impact both Service levels and fees. Seller's expected average call length for Products is set out On SCHEDULE [SPECIFY] annexed hereto. If Provider experiences any significant increase in call length, Provider agrees to notify Seller and will work toward determining how to accommodate the Increase by either modifying the Service level or increasing the staff as mutually agreed. 3. SELLER TOOLS, TELECOMMUNICATIONS AND TRAINING 3.1 Seller Tools Seller agrees to provide Provider with sufficient copies of Products and related materials, including, but not limited to, copies of software, documentation, licenses and Product information as reasonably necessary to provide Services for the Products. Provider acknowledges that its use of such tools may be subject to the terms of license agreements required by Seller or its third party suppliers, and Provider agrees to abide by all the terms and conditions of such licenses in connection with its use of such tools. Seller shall only be obligated to supply one copy of any documentation or other such Written materials relating to any such tools, and Provider may make such number of copies (and only such number of copies) of such materials as are necessary for it to provide Services hereunder. 3.2 Telecommunications Seller assumes all expenses related to the sending of Contacts to Provider, including provision of telecommunication lines and the bearing of network costs associated with routing Inbound Calls to the Facility. Provider is responsible for properly equipping the Facility with the necessary hardware to receive and handle Contacts as required by this Agreement. 3.3 Training Seller will provide one copy of necessary training materials to Provider on all versions and aspects of Products that are unique or specific to Seller's services at no charge to Provider. Provider trainers at Provider's Facility will provide training for Provider CSRs, unless otherwise agreed to in writing by the parties. Training will be delivered based on technical documentation for all aspects of the Products which are unique or specific to Seller's services and all updates, upgrades and revisions thereto required to provide the Services will be provided to Provider by Seller at no charge to Provider. Provider agrees to use said documentation for Service purposes only. Provider agrees to use all training materials for training and support purposes for the Services only. Provider agrees to provide Standard Provider support training to its employees at the Facility, which shall include (at a minimum) training on the standard types of underlying hardware, operating system and application (e.g. Browser) software required or typically used in conjunction with the Products. Seller shall have the right to review and approve the level of proficiency to which the CSRs are to be trained by Provider to facilitate the performance of quality Services, which approval shall not be unreasonably withheld. Except in an emergency and upon consultation with Seller, Provider shall not assign CSRs to provide Services hereunder unless they have received adequate training as approved by Seller and otherwise meet the requirements applicable to CSR's as set forth on SCHEDULES [SPECIFY]. 4 FEES 4.1 Fees for service Provider agrees to provide the refundable security deposit of Rs.5000 to the seller for security purpose refunded according to working months valid for one year. 4.2 Payment Every month 5th will be the payment date of providers. Commencing with the end of the month of the Telemarketing Launch Date and each month thereafter during the Term (as hereinafter defined), Provider will provide Seller with a monthly itemized statement for the Services rendered during the preceding monthly period. In addition, Provider will bill and Seller will pay for Related Services and such other charges as are provided for herein on an as incurred basis (along with its regular monthly invoice). Seller will pay net payment of 50% from the month profit. Days from receipt of each invoice in [COUNTRY]. If Seller is delinquent in the payment of any invoice, and fails to remedy the delinquency within 5 days after written notice of delinquency is received by Seller, Seller shall be obligated to pay late charges in a total amount not to exceed [50 %] percent per month on the unpaid balance of any undisputed portion of the invoice which is unpaid. In the event of a dispute with regard to a portion of any invoice, the disputed portion may be withheld until resolution of the dispute but any undisputed portion shall be paid as provided herein. 4.3 Record keeping PROVIDER agrees to keep accurate books of account and records (in accordance with generally accepted accounting principles consistently applied) at the address set forth on the first page of this Agreement detailing all fees for its Services. Such books and records shall be maintained by Provider for a period of one years after termination or expiration of this Agreement. Upon reasonable notice of not less than 3 days, Seller shall have the right, for each 12 month period during the Term, to inspect and audit such books of account and records to verify the accuracy of the information contained in any invoice or the amount of fees for Services paid to all Provider hereunder. The parties agree that any dispute as to the fees paid to or charged by Provider for the Services that cannot be resolved by the parties shall be settled by arbitration. 4.4 Taxes Provider shall be solely responsible for the preparation and submission to applicable authorities of its CSRs' or other employees' income tax and FICA forms and the payment of all of such persons’ salaries, employer contributions and employee benefits. Seller shall be solely responsible for all Indian applicable federal, state and local taxes and charges arising out of or related to sales of the Products and any such taxes shall be assumed and paid for by Seller. Provider and Seller shall be solely responsible for the preparation and submission to applicable authorities of their respective federal, state and local income taxes attributable to income derived by each such party in connection with the subject matter of this Agreement. 5. TERM OF AGREEMENT 5.1 Term The initial term of this Agreement shall commence on the date hereof and shall continue for a period of one year from the Telemarketing Launch Date (the "Initial Term"). This Agreement shall automatically be extended for successive one year terms (each a "Renewal Term") unless either party gives the other written notice of its intention not to extend this Agreement at least [NUMBER] days prior to the end of the then current term, or unless terminated as provided elsewhere herein (the Initial Term, together with each Renewal Term, if any, being collectively referred to herein as the "Term"). Any time after expiration of the Initial Term, Provider may change the prices and terms on which providing at least [NUMBER] days prior written notice to Seller (the Fee Notice Period”) will provide Services. Seller shall have the right, in its sole discretion, to reject such changes and, in such case, this Agreement shall automatically terminate without penalty to either party upon expiration of the Fee Notice Period 5.2 Conditions for termination based on non-performance 5.2.1 Seller may terminate this Agreement without penalty if Provider fails to meet any of its performance obligations hereunder or otherwise commits a breach of any term or provision of this Agreement and fails to cure the same within 5 days after written notice from Seller. This Agreement shall automatically terminate forthwith without notice in the event Provider's liabilities exceed its assets, or if Provider is unable to pay its debts as they become due, 5.2.2.. or files or has filed against it a petition in bankruptcy, for reorganization or for the adoption of an arrangement under any present or future bankruptcy, reorganization or similar law (which petition if filed against Provider shall not be dismissed within 5 days from the filing date), or if Provider makes a general assignment for the benefit of its creditors or is adjudicated a bankrupt, or if a receiver or trustee of the Provider's business or all or substantially all of the Provider's property is appointed, or if Provider discontinues its business. 5.2.3 Any default claimed by Provider against Seller which cannot be resolved by negotiation between the parties shall be referred to binding arbitration by Provider as provided in Section [NUMBER] of this Agreement, and Provider shall not be entitled to terminate this Agreement or suspend, in whole or in part, the performance of its obligations hereunder on account of any such breach pending outcome of the arbitration. 5.3 Termination for convenience Seller may terminate this Agreement at any time during the Initial Term and any Renewal Term without cause upon at least 15 days written notice to Provider. In such event, Seller shall pay An early termination fee to Provider to compensate Provider for all costs and expenses actually and reasonably incurred by Provider for personnel and equipment engaged in providing Services to Seller At the time of termination until such resources are either discharged or re-deployed by Provider to provide services for other parties (but in any event for a period not to exceed 5 days after termination). Provider will promptly and in good faith attempt to re-deploy such resources as soon after termination as possible so as to reduce the amount of such early termination fee payable by Seller to the extent reasonably possible. In no event shall the total amount of such termination fee exceed the amount billed to Seller for the Services (excluding any Related Services) provided in the month immediately preceding the giving of the notice of termination by Seller. Seller has their own rights to terminate the agreement, If found any illegal activities, miss -use of data’s, unsatisfied service to the customer, 6. INDEMNITY; LIABILITY AND DISCLAIMERS; INSURANCE 6.1 Indemnification by Provider Subject to the limitations of liability set forth in Section 6.3.2 of this Agreement, Provider agrees to indemnify and save harmless Seller and its affiliates, and their respective officers, directors, shareholders, members, partners, employees, agents and other personnel, from any liabilities, causes of action, lawsuits, penalties, damages, claims or demands (including the costs and expenses and reasonable attorneys' fees on account thereof) that may be made: i) Provider's breach of this Agreement or its failure to perform any obligation hereunder, or by any person or entity for injuries or damages of any kind or nature (including but not limited to personal injury, death, property damage and theft) resulting from or relating to the negligent or wilful acts or omissions of Provider, those of persons or entities furnished by Provider, or Provider's employees, CSRs, agents or subcontractors, (y) the use of Provider's Services furnished hereunder, ii) Provider's breach of this Agreement or its failure to perform any obligation hereunder, or Seller agrees to notify Provider promptly of any written claims or demands against Seller for which Provider is responsible hereunder iii) Against any such liability, cause of action, lawsuit, penalty, claim, damage or demand. By any employee or former employee of Provider or any of its CSRs, agents or subcontractors for which Provider's liability to such person or entity would otherwise be subject to payments under state workers' compensation or similar [YOUR COUNTRY LAW]. 4 4) Provider, at its own expense, agrees to defend Seller, at Seller's request against any such liability, cause of action, lawsuit, penalty, claim, damage or demand. The foregoing indemnity shall be in addition to any other indemnity obligations of Provider set forth in this Agreement. The foregoing indemnity shall be in addition to any other indemnity obligations of Provider set forth in this Agreement. 6.1 Indemnification by Seller Subject to the limitations of the liability provisions of Section 6.3.2 of this Agreement, provided that Provider cooperates with Seller, Seller agrees to indemnify and hold Provider and its affiliates, and their respective officers, directors, shareholders, members, partners, employees, agents and other personnel, harmless from any loss, liability, damages or costs based on the operations of any Products or any infringement by the Products of any patent or proprietary right of a third party. Provider agrees to notify Seller promptly of any written claims or demands against Provider for which Seller is responsible hereunder. Seller shall have no liability for, and Provider shall indemnify and hold Seller and its affiliates, and their respective officers, directors, shareholders, members, partners, employees, agents and other personnel, harmless from and against, any claim based upon Provider's conduct, if such infringement, cause of action or other damage would have been avoided but for that conduct. 6.3 Warranty; limitation of liability 6.3.1 Provider warrants to Seller that the Services furnished under this Agreement will be furnished in a professional and workmanlike manner and in conformance with the metrics set forth in this Agreement. 6.3.2 Except for liabilities described in clauses (i) and (ii) below, Provider's and Seller's total liability hereunder will be limited to a maximum amount of [AMOUNT]. The limitations of this Section shall not apply to: (ii) damages resulting from personal injury or death or damage to tangible real or personal property caused by or resulting from Provider's negligence. i) Any damage or loss to Seller arising from any misappropriation of Seller's confidential information in breach of this Agreement or 2) damages resulting from personal injury or death or damage to tangible real or personal property caused by Provider or resulting from Provider's negligence. 7. GENERAL PROVISIONS 7. 1 Non-Disclosure 7.1.1 As used in this Section 7.1, "Confidential Information" means private, confidential, trade secret or other proprietary information (whether or not embodied or contained in some tangible form) relating to any actual or anticipated business of [COMPANY NAME] or [CONCERN NAME], as applicable, and their respective affiliates, or any information which, if kept secret, will provide the party disclosing such Confidential Information (in each case a "Discloser") an actual or potential economic advantage over others in the relevant trade or industry. 7.1.2 As defined herein, Confidential Information includes, without limitation, formulae, compilations, computer programs and files, devices, methods, techniques, know-how, inventions, research and development, business data (including cost data), strategies, methods, prospects, plans and opportunities, customer lists, marketing plans, specifications, financial information, invention disclosures, patent applications (whether abandoned or not), techniques, products and services of the Discloser and identified orally or in writing by the Discloser as confidential, confidence by a third party and made available to the party receiving Confidential Information (in each case a "Recipient"). 7.1.3 Except as required in the performance of its obligations under this Agreement or with the prior written authorization of the Discloser, the Recipient shall not directly or indirectly use, disclose, disseminate or otherwise reveal any Confidential Information and shall maintain Confidential Information in confidence for a period of [NUMBER] years from the date of termination or expiration of this Agreement, for whatever reason. Recipient shall use the same care and discretion to protect Confidential Information of the Discloser as Recipient uses protect its own confidential information, but not less than a reasonable standard of care. Recipient shall restrict use of the Discloser's Confidential Information to its employees, and to those consultants who have been pre-approved in writing by Discloser, who have a need to know the Confidential Information and who have a written agreement with Recipient sufficient to comply with this Agreement. 7.1.4 Nothing contained in this Section 7.1 shall in any way restrict Recipient's rights to use, disclose, or otherwise dispose of any information which: a) At the time of disclosure by Discloser was already in the possession of Recipient (provided such information had not been previously furnished to Discloser by Recipient), as shown by a written record; b) Is independently made available to Recipient by an unrelated and independent third party whose disclosure does not constitute a breach of any duty of confidentiality owed to Discloser; c) Is generally available to the public in a readily-available document; or d) Is compelled to be disclosed pursuant to a court order, provided that Discloser shall first have the opportunity to request an appropriate protective order. 7.1.5 Nothing in this Agreement shall be construed as granting any rights or licenses in any Confidential Information to any person or entity. 7.1.6 Upon termination or expiration of this Agreement for any reason whatsoever, Seller and Provider shall leave with or return to the other all documents, records, notebooks, computer files, and similar repositories or materials containing Confidential Information of the other party and such other party's affiliates, including any and all copies thereof. 7.1.7 Provider and Seller agree that the terms of this Section 7.1 are reasonable and necessary to protect their respective business interests and that the other party would suffer irreparable harm from a breach of this Section 7.1. Thus, in addition to any other rights or remedies, all of which shall be deemed cumulative, Provider and Seller and/or their respective affiliates, as applicable, shall be entitled to obtain injunctive relief to enforce the terms of this Section 7.2 Intellectual property 7.2.1 Provider agrees to disclose and furnish promptly to Seller any and all technical information, computer or other apparatus programs, inventions, specifications, drawings, records, documentation, works of authorship or other creative works, ideas, knowledge or data, written, oral or otherwise expressed, first made or created for and paid for by Seller under this Agreement (hereinafter "Work Product"). The Work Product specifically includes, without limitation, any scripts, lists of frequently asked questions and responses thereto, etc., prepared and utilized by Provider in connection with providing Services regarding the Products. 7.2.2 Subject to the provisions of this Section 7.2.2, Provider agrees to assign and does hereby assign to Seller all right, title and interest in and to any Work Product. To the extent such Work Product qualifies as a "work made for hire", it shall be deemed to be such. Notwithstanding the foregoing, (i) Provider retains for itself a perpetual, nonexclusive, royalty-free, unrestricted right and license to any structure, architectures, ideas and concepts subsisting in such Work Product, and (ii) Provider shall be free to independently develop software and other works similar to any works developed by the performance of the Services under this Agreement, whether by other employees of PROVIDER, in collaboration with third parties, or for other customers. 7.2.3 Provider agrees to take all reasonable steps, at Seller's expense, to assist Seller in the perfection of the rights assigned hereunder. 7.2.4 Provider shall not acquire any right to any tradename, trademark, and service mark, copyright, patent or other form of intellectual property of Seller. Provider shall not use such intellectual property of Seller in any manner except in the performance of its obligations hereunder as permitted or contemplated in connection therewith. 7.3. Severability; Waiver If any of the provisions of this Agreement shall be held invalid or unenforceable by reason of the scope or duration thereof or for any other reason, such invalidity or unenforceability shall attach to the particular aspect of such provision found invalid or unenforceable and shall not affect any other any other provision of this Agreement. To the fullest extent permitted by [YOUR COUNTRY LAW], this Agreement shall be construed as if the scope or duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable. 7.4 No other Agreements The parties acknowledge having read this Agreement and agree to be bound by its Terms. This Agreement and the Schedules attached hereto and supersedes and replaces any existing agreement written or otherwise, entered into between or among Seller and Provider relating to the subject matter hereof except that the provisions of that certain Nondisclosure Agreement, dated ___________, between Seller and Provider, shall remain in full force and effect as it relates to the exchange of information between the parties from the date of such Nondisclosure Agreement through the date of this Agreement. 7.5 Assignability This Agreement shall not be assigned by either party without the prior written consent of the other party, which shall not be unreasonably withheld or delayed, except that Seller may assign this Agreement or any of its rights and responsibilities hereunder, in whole or in part, to any affiliate or any entity which acquires all or substantially all of the assets or operations of its Internet-related services business dealing with the Products, with notice to but without the consent of Provider. Any such attempted assignment lacking consent where required shall be null and void. 7.6 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Tamil nadu, with regard to its choice of law provisions. 7.7 Force majeure; Disaster recovery Each party shall be released from and shall have no liability for any failure beyond its reasonable control, including, but not limited to, acts of God, labor troubles, strikes, lockouts, severe weather, Delay or default of utilities or communications companies or accidents. 7.8 Independent contractor With respect to all matters relating to this Agreement, Provider shall be deemed to be an independent contractor. Provider shall not represent itself or its organization as having any relationship to Seller Other than that of an independent agent for the limited purposes described in this Agreement. 7.9 Authorized representatives Provider shall designate and maintain at all times hereunder a project manager to serve as a single point of contact for Seller to assist in the resolution of all technical, operational and implementationRelated matters. Provider shall endeavor not to change such project manager without Seller's approval, and in any event shall notify Seller of any such changes. In addition, each party shall, at all times, Designate one representative who shall be authorized to take any and all action and/or grant any approvals required in the course of performance of this Agreement. Such representations shall be fully authorized to act for and bind such party including the approval of amendments to this Agreement. Until written notice to the contrary (as delivered in accordance with Section 7.9), the authorized representatives of the parties are as follows: For SELLER: For PROVIDER: Gleam global services] (the “seller"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: ____________________________________________________________________ [PROVIDER NAME] [Address, City, State –Pincode] [STATE /PROVINCE] 7.10 Notices Any notice required or permitted hereunder shall be deemed sufficient if given in writing and delivered personally, by facsimile transmission, by reputable overnight courier service or [COUNTRY] mail, postage prepaid, to the addresses shown below or to such other addresses as are specified by similar notice, and shall be deemed received upon personal delivery, upon confirmed facsimile receipt, [NUMBER] days following deposit with such courier service, or [NUMBER] days from deposit in the [COUNTRY] mails, in each case as herein provided: If to [SELLER NAME]: If to [PROVIDER NAME]: [CALL CENTER] [PROVIDER NAME] [STATE/PROVINCE] Attention: [INDIVIDUAL NAME] Attention: [INDIVIDUAL NAME] [PHONE NUMBER] [PHONE NUMBER] With a Copy to: With a Copy to: [INDIVIDUAL NAME] [INDIVIDUAL NAME] [FAX NUMBER] [FAX NUMBER] [FULL ADDRESS] [FULL ADDRESS] [PHONE NUMBER] [PHONE NUMBER] A party may change its address and the name of its designated recipient of copies of notices for purposes of this Agreement by giving the other parties written notice of the new name and the address, phone and facsimile number of its designated recipient in accordance with this Section 7.9. 7.11 Representations Except as noted herein, no employee, agent or representative of either party will have the authority to bind the other party to any representation, oral or written, or any warranty concerning the Services or the performance of the Services. 7.12 Arbitration Any disputes or controversy, which this Agreement expressly provides to be resolved by arbitration, shall be settled by arbitration in accordance with the [YOUR COUNTRY] Center for Public Resources Rules for Non-Administered Arbitration of Business Disputes. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SELLER (CALL CENTER] PROVIDER (PROVIDER NAME) Authorized Signature Authorized Signature
- JOINT VENTURE AGREEMENT
Download PDF Document In English. (Rs.25/-) JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (the “Agreement” or this “Joint Venture Agreement”), is made and entered into as of this [DATE], by and between [PARTY 1] (hereinafter “[SHORTENED NAME OF PARTY 1]”), a [STATE] corporation, with a registered office located at [ADDRESS], and [PARTY 2] (hereinafter “[SHORTENED NAME OF PARTY 2]”) , a [STATE] corporation, with a registered office located at [ADDRESS]. WHEREAS, “[PARTY 1]” is in the business of [BUSINESS DESCRIPTION], and WHEREAS, “[PARTY 2]” is in the business of [BUSINESS DESCRIPTION], and WHEREAS, the parties desire to establish between them a joint venture in order to collaborate in [JOINT VENTURE DESCRIPTION], NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and commitments set forth herein, the parties hereto agree as follows: 1. FORMATION The joint venture formed by this Agreement (the “Joint Venture”) will conduct its business under the name [JOINT VENTURE NAME], and will have its registered address at [ADDRESS]. The Joint Venture shall be considered a joint venture between the Parties in all respects, and in no event shall this Agreement be construed to create a partnership or any other fiduciary relationship between the Parties. 2. PURPOSE The Joint Venture shall be formed for the purpose of Provide a description of the products and/or services that the Joint Venture is concerned with, and the objective/purpose of the Joint Venture. 3. CONTRIBUTIONS The Parties hereto shall each make an initial contribution to the Joint Venture as follows: 1. [PARTY 1]’s Contribution: 2. [PARTY 2]’s Contribution: A bank account at [NAME OF BANK] shall be opened by [PARTY 1] on behalf of the Joint Venture, and the financial contributions of the Parties shall be deposited by the due date set forth above. Should the Joint Venture require additional funding, additional financial contributions shall be made equally by the Parties. 4. DISTRIBUTION OF PROFITS Any and all net income accruing to the Joint Venture shall be distributed equally to the Parties. 5. MANAGEMENT The following individuals in the following positions will comprise the Joint Venture’s management (the “Management Team”). The Management Team will be structured such that [DESCRIPTION OF MANAGEMENT STRUCTURE]. Management Team: [NAME], [POSITION] [NAME], [POSITION] [NAME], [POSITION] [NAME], [POSITION] [NAME], [POSITION] 6. RESPONSIBILITIES OF THE PARTIES The Parties will each have the following responsibilities under the Joint Venture: [PARTY 1]’s Responsibilities: [PARTY 2]’s Responsibilities: 7. NON-EXCLUSIVITY No exclusivity is formed by virtue of this Joint Venture Agreement and neither Party shall be obligated to make offers to the other related to any business. 8. TERM This Agreement shall commence on the date first written above and remain in full force and effect for an initial period of [NUMBER] years (the “Initial Term”). At the end of the Initial Term, this Agreement will automatically renew in one year increments (each, a “Renewal Term”), unless and until this Agreement is terminated in accordance with Section 8 hereinafter. 9. TERMINATION Either Party shall have the right to terminate this Agreement, effective as of the end of the Initial Term or any Renewal Term, by providing the other with written notice of termination at least thirty (30) days prior to the end of such Initial Term or Renewal Term. Neither Party shall have the right to terminate this Agreement at any other time, unless such termination is mutually agreed to by the Parties hereto. The Joint Venture shall terminate upon termination of this Agreement. 10. CONFIDENTIAL INFORMATION The Non-Disclosure Agreement entered into by the Parties as of [DATE] (the “NDA”) is applicable to the Joint Venture and shall apply in full force and effect to any and all Confidential Information (as defined in the NDA) exchanged or otherwise accessed by a Party under this Agreement. 11. FURTHER ACTIONS The Parties shall execute any documents and take all appropriate actions as may be necessary to give effect to the Joint Venture. 12. ASSIGNMENT Neither Party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other Party, except to a successor in ownership of all or substantially all of the assets of the assigning Party if the successor in ownership expressly assumes in writing the terms and conditions of this Agreement. Any such attempted assignment without written consent will be void. This Agreement shall inure to the benefit of and shall be binding upon the valid successors and assigns of the Parties. 13. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to conflicts of law principles. 14. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which, when taken together, shall constitute one instrument. 15. SEVERABILITY The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement 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 Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected. 16. NOTICES All notices, requests, demands and other communications under this Agreement must be in writing and will be deemed duly given, unless otherwise expressly indicated to the contrary in this Agreement: (i) when personally delivered; (ii) upon receipt of a telephone facsimile transmission with a confirmed telephonic transmission answer back; (iii) three (3) days after having been deposited in the mail, certified or registered, return receipt requested, postage prepaid; or (iv) one (1) business day after having been dispatched by a nationally recognized overnight courier service, addressed to a Party or their permitted assigns at the address for such Party first written above. 17. HEADINGS Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement. 18. ENTIRE AGREEMENT This Agreement contains the entire agreement and understanding between the Parties, superseding all prior contemporaneous communications, representations, agreements, and understandings, oral or written, between the Parties with respect to the subject matter hereof. This Agreement may not be modified in any manner except by written amendment executed by each Party hereto. In Witness Whereof, the Parties have caused this Joint Venture Agreement to be duly executed and delivered as of the date first written above. [PARTY 1] _________________________________ ______________ [NAME], [TITLE] DATE [PARTY 2] _________________________________ ______________ [NAME], [TITLE] DATE
- Letter to vendor asking for discount
LETTER TO VENDOR ASKING FOR DISCOUNT Sub: Request for Discount Dear Name of Vendor or Lender: Kindly refer to our order no: ——— dated [date] for the supply of [Product name]. We have large consignment of [product name] already in are shop/factory as the same could not be used for manufacturing due to the lockdown due to COVID-19 and sold in the market. We have been suffering huge loss to our business due to COVID-19. We shall, therefore, feel obliged if you will please give us a discount of ___% for the above referred order. We realize that this will upset your arrangements for the monies due but we are sure you will accommodate us in the circumstances arising due to COVID-19. Assuring you of our best co-operation. Yours faithfully, Download PDF Document In English. (Rs.5/-)
- Letter to client informing delay in service due to COVID-19
LETTER TO CLIENT INFORMING DELAY IN SERVICE DUE TO COVID-19 From, Sender’s address, Pin code Phone: Date: [00/0/0000] To, Recipient’s address, Pin code Phone: Subject: Letter of Apology for Delay in Service due to COVID-19 Dear Sir/Madam, This is with reference to the service {Name of service ________________} offered by me/us, I/we would like to make an apology for the delay happened due to COVID-19. Punctuality comes above all in the way to achieving success, but at times even after putting all efforts to make a deal on time, things go out of hand due to COVID-19. I am/we are extremely sorry for being late this time and can confirm you that from now on the same thing will not repeat again in future. Thanks for your patience once again and please, consider our apology. Thank you, Your faithfully Sender’s name and signature. Download PDF Document In English. (Rs.5/-)
- Notice to client for not making payment (2)
NOTICE TO CLIENT FOR NOT MAKING PAYMENT To, Recipient Name Contact Address Reg: Notice for Payment Overdue Dear Sir/Madam The purpose of this Notice is to follow up with you regarding payment, we sincerely appreciate doing business with you in the past, but accordingly to our new rule you are requested to please make the payment on 30 days, according to your ledger please clear remits, if any! You are a valuable customer for our firm and we want to continue to serve you diligently. To maintain healthy relations, we request you to please clear your overdue within the next 30 days. If for any reason you cannot make the entire payment then your ______(Work) will automatically stopped. We hope that you will give prompt attention to this matter because due to this we are not able to pursue our work as accounts are not clear. We are having great difficulty in handling the situation as our authorities are pressurizing us to get the payment early. If you have any kind of queries regarding the same you can inform us. Download PDF Document In English. (Rs.5/-)
- Letteremail for Extension of Time to pay rent
LETTER/EMAIL FOR EXTENSION OF TIME TO PAY OFFICE RENT To, Landlord address/email id Subject : - Extension of Time to pay rent Dear (name of Landlord): My next [specify] payment will be due on _____________________, 20 __. Due to an unexpected lockdown that has occurred due to COVID-19 and consequently huge losses to my business, I will be unable to make this payment by the [date] I am requesting an extension of [time] to make this payment. If you review my file, I believe you will find that my payments have generally been made in a timely fashion. Thank you very much for your consideration of this request. Sincerely, XYZ Download PDF Document In English. (Rs.5/-)


