Dated

XX July 2016
GENERAL BUSINESS TEAMING

AGREEMENT

between

PCB Apps Global Pvt. Ltd.

and

XXXX .
Agreement Reference No:
GBTA/PCB/KEY/XXXX/1.0

PCB Apps Global Pvt. Ltd. And Business Partner

GBTA/PCB/KEY/XXXX/1.0

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This General Business Teaming Agreement (Agreement) is entered into on

this the XXth July, 2016 by and between:
PCB Apps Global Pvt. Ltd.,901, 9th Floor, Technocity, Plot X5/3, Opposite
Millennium Business park, Mahape, Navi Mumbai 400710, India(hereinafter
referred to as ''PCB")
And
XXXXXXXXXXXXXXX,XXXXXXX, India (hereinafter referred to as ''BUSINESS
PARTNER'')
THE PURPOSE of the agreement is to establish a relationship in running
companies operations and building its business to next level. The same is
agreed with a set of mutually agreed terms and conditions with respect to
scope of work, compensation that shall assist BUSINESS PARTNER to enter
into long-term agreement to work as a working partner for PCB. The
BUSINESS PARTNER intends to engage PCB for handling the India and rest of
worlds Information Technology Projects including the provision of design,
build, testing, and implementation and support services. The compensation
shall be paid in one heads i.e. shall be on a project basis in accordance with
the terms and conditions hereinafter mentioned
1. Scope of Cooperation and Performance
1.1.
PCB and BUSINESS PARTNER are desirous of working together, as
appropriate, on various Projects including SAP, JD Edwards, Microsoft,
Staffing, and other technologies as mutually agreed upon. The scope of
the association between the parties shall be mutually discussed and
agreed for each such project and shall cover, but not limited to, one or
more of the following:
a.
b.
c.

BUSINESS PARTNER may utilize the services and expertise of PCB on

any project that PCB may be executing from time to time.
BUSINESS PARTNER may pass on any project to PCB for execution in
PCB's own name.
BUSINESS PARTNER may utilize the services and expertise of PCB on
any project that the BUSINESS PARTNER may be executing from
time to time.

PCB Apps Global Pvt. Ltd. And Business Partner

GBTA/PCB/KEY/XXXX/1.0

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1.2.

PCB and BUSINESS PARTNER seek to identify opportunities whereby

they may propose to work together for clients or prospective clients or
respond together to an RFI or RFP. When BUSINESS PARTNER identifies
an opportunity where both parties can work together, PCB, shall, within
reasonable time period, confirm with the BUSINESS PARTNER whether it
will be willing to work with BUSINESS PARTNER on such an opportunity.

1.3.
PCB and BUSINESS PARTNER will set up information, workshop
sessions between themselves and establish a Bid and Proposal
Qualification and Management process in order to perform activities set
out in clauses 1.1 and 1.2 above.
1.4.
Upon Agreement between the parties, BUSINESS PARTNER shall
set up specific meetings between PCB and those individuals and/or
organizations interested in buying / availing services from PCB. These
meetings can address a variety of topics, but will generally include, as
mutually agreed, discussions of opportunities to deliver services which
PCB will be able to provide.
1.5.

PCB and BUSINESS PARTNER shall :

a.

use their best efforts to identify and notify one another of projects
on which they can collaborate as agreed;

b.

Provide each other with all information and support reasonably

requested by the other party to facilitate the performance of the
services and tasks described herein. The provision of this
information will be in accordance with the information protection
requirements of the parties and will be subject to a specific and
separate non-disclosure agreement.

1.6.
PCB and BUSINESS PARTNER shall work with each other as may be
mutually agreed from time to time, on a non-exclusive basis, under the
terms of this Agreement. It is the desire of the Parties that they will
work with each other exclusively on opportunities/projects which are
mutually agreed on within the scope of this agreement, except where
conditions imposed by the client or prospect prevent this (e.g. where
the client or prospect requires collaboration with a third party). The
extent of exclusivity will be specifically discussed and agreed between
the parties in respect of each opportunity or project.

PCB Apps Global Pvt. Ltd. And Business Partner

GBTA/PCB/KEY/XXXX/1.0

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2. Compensation

2.1.
This agreement does not envisage payment of any fixed
compensation or remuneration by PCB to BUSINESS PARTNER and vice
versa.
2.2.
BUSINESS PARTNER will get project wise revenue share as agreed
with PCB on a project basis with mutually discussed and agreed
commercial and vice versa.
2.3.
The payout to BUSINESS PARTNER based on actual billing by PCB
on end customer. PCB shall pay to BUSINESS PARTNER on actual receipt
from the end customer (milestone basis) and vice versa.

3. Confidentiality, Proprietary information and Non-Circumvention

3.1.
The parties hereto acknowledge and agree that during the course
of this Agreement they shall exchange confidential and proprietary
technical and business information (''Confidential Information"). Such
confidential information shall be identified clearly in writing as
proprietary and confidential by the disclosing party and if the disclosure
is verbal, it shall be identified as proprietary and confidential in writing
within two weeks thereafter. Neither party or their subsidiaries,
divisions, employees, representatives, independent contractors or
other persons or organizations over which they have control, will at any
time during the term of this agreement directly or indirectly disclose
such confidential information to any third party for any purpose without
prior written consent of the other party. Should the proprietary or
confidential status of any such information be disputed the parties
agree to work in good faith to reach a mutually satisfactory resolution
of the dispute.

3.2.
Notwithstanding the expiration of other parts of this Agreement or
its termination the obligations and provisions of this section 3 shall
continue for 2 years from the date of such expiration or termination as
the case may be unless otherwise mutually agreed by the parties or
when a longer time is required by statute, pre-existing contract or other
obligation.

PCB Apps Global Pvt. Ltd. And Business Partner

GBTA/PCB/KEY/XXXX/1.0

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4. Relationship
4.1.
It is expressly understood that the parties are, and shall remain at
all times, independent contractors pursuant to this Agreement and
nothing herein shall be construed as constituting, either directly or
indirectly, a party as an agent, servant, representative or employee of
the other. Each Party agrees that it does not have, nor shall it hold itself
out as having, any right, power, or authority to create any contract
obligation, express or implied, on behalf of, in the name of, or binding
upon the other and agrees not to undertake any action which would
tend to mislead anyone in this regard.
4.2.
Each party hereto shall be independently responsible for
compliance with all federal, state and local laws and regulations
applicable to it.
5. Costs and Financial Transactions
5.1.
Any and all costs, expenses or liability to any third party caused or
arising out of this Agreement, its implementation, amendment or
expansion, shall be borne by each party separately and individually and
no party shall be liable or obligated to the other for any such cost,
expense or liability unless agreed to in advance in writing.
6. Term
6.1.
The term of this agreement shall be Five (5) years from the
effective date first above written (initial term).
6.2.
The agreement may be renewed at the end of initial term by the
parties on terms to be mutually agreed.
6.3.
This agreement shall be reviewed after every year and shall be
modified with mutually agreed terms.
6.4.
Either party, however, may
accordance with Section 7 below.

terminate

this

Agreement

in

7. Termination
7.1.
This agreement may be terminated by the parties hereto under
the following circumstances
a. Either party can terminate this agreement by issuing an 180days
notice in writing to the other.
PCB Apps Global Pvt. Ltd. And Business Partner
GBTA/PCB/KEY/XXXX/1.0

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b.

The agreement shall terminate automatically if one of the parties

applies for bankruptcy or reorganization under bankruptcy laws or
assignment for the benefit of creditors.
c. The agreement may be terminated by one party if the other party
commits a material breach or is in default of the provisions hereof,
which material breaches and events of default shall include.
1)
Breach of the confidentiality and non-circumvention provisions
hereof.
2)
Failure to perform agreed upon services or work to the
satisfaction of the other
3)
Failure to pay promptly any amount which may be owed by one
party to the other under this agreement.
7.2.
Upon a material breach or default of the provisions as provided in
clause 7.1c above the aggrieved party shall give written notice to the
party in breach or default of intent to terminate this agreement,
specifying the breach or default and if the breach or default is not
cured within thirty (30) days after issue of such notice, then the
aggrieved party may terminate this agreement forthwith by written
notice to such effect to the breaching or defaulting party.
7.3.
Upon the termination of this agreement, the parties shall continue
to be obligated to pay all commissions and fees under this agreement
which have accrued upto the date termination.
8. Actions to be take following the execution of this agreement
8.1.
The parties will act promptly in good faith to identity and action
opportunities to work together as described in section 1 above. The
ways of working and the initial action plan shall be discussed and
mutually agreed from time to time.
9. Applicable Law and Disputes
9.1.
This agreement shall be governed and interpreted in accordance
with the laws of India. All disputes arising in connection with this
Agreement which are unable to be resolved through good faith
negotiations between the parties shall be finally settled by arbitration
under the Indian Arbitration and Conciliation Act, 1996 by a team of 3
arbitrators. Each party shall appoint one arbitrator and the two shall
appoint a third one. The decision of the arbitration shall be final and
binding on both. The arbitration shall be held in English and in
Mumbai, India
PCB Apps Global Pvt. Ltd. And Business Partner
GBTA/PCB/KEY/XXXX/1.0

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9.2.
If any provision of this agreement is found by a competent
authority to be void and unenforceable such provision shall be
deemed to be deleted from this agreement and the remaining
provisions of this agreement shall continue in full force and effect.
Notwithstanding the foregoing, the parties shall thereupon negotiate
in good faith in order to agree upon a mutually satisfactory provision
to be substituted for the provision so found to be void and
unenforceable.
10.

General
10.1. In no event the liability of the Parties arising from or relating to
this agreement shall exceed the total value of the applicable project
through which such claim arises.
10.2. The agreement will be binding on the parties hereto and their
respective successors-in-interest and assigns. Neither party may
assign the agreement without the prior written consent of the other.
Any assignment by operation of law, order of any court, or pursuant
to any plan of merger, consolidation or liquidation, will be deemed an
assignment for which prior consent is required and any assignment
made without any such consent will be void and of no effect as
between the parties.
10.3. A delay or omission by either party to exercise any right or power
under the Agreement will not be construed to be a waiver thereof. A
waiver by either of the parties of any of the covenants to be
performed by the other or any breach thereof will not be construed to
be a waiver of any succeeding breach thereof or of any other
covenant in this Agreement.
10.4. No amendment or change to the Agreement or any waiver or
discharge or any rights or obligations under the Agreement will be
valid unless in writing and signed by authorized representatives of the
parties against which such amendment, change, waiver or discharge
is sought to be enforced.
10.5. Nothing in this Agreement shall be deemed to constitute, create,
give effect to, or otherwise recognize a joint venture, partnership, or
formal business entity of any kind between the Parties and the rights

PCB Apps Global Pvt. Ltd. And Business Partner

GBTA/PCB/KEY/XXXX/1.0

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and obligations of the Parties shall be limited to those expressly set

forth herein.

IN WITNESS WHEREOF the parties hereto have set their respective

hands on the date, month and year mentioned herein above.

PCB Apps Global PVT. LTD.

BUSINESS PARTNER

Signature:

Signature:

Name :

Name :

Title :

Title :

Place :

Place :

Date :

Date :

PCB Apps Global Pvt. Ltd. And Business Partner

GBTA/PCB/KEY/XXXX/1.0

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