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Agreement

For
Sales Partnership
This Agreement is made and entered into on xxxxxxxxxxxx by and between the following
parties:
Path Infotech Ltd. having their registered office at DPT-806, DLF Prime Towers, Okhla
Industrial Area, Phase - I, New Delhi 110020 (hereinafter referred to as "Path), which
shall unless repugnant to the context or meaning thereof include its successors, legal
representatives and permitted assigns;
AND
xxxx, its registered office at xxxx (hereinafter referred to as xxxx)
WHEREAS
Path Infotech Ltd Specializes in Enterprise IT Solutions and Services for and built solutions
for across industries such as ServitiumCRM aptus360, Auditcomp, , Dedup Desk, Payconnect and SmartQ.
AND
XXX is a company specializing in
End User Customer: Means a customer of or for whom Path Suite offerings have been
made under the scope of this AGREEMENT.
Path: Path Infotech and all affiliates of Path Infotech
Affiliates: All branches and subsidiary companies of Path or as the case may be in
whichever countries the offices may be registered.
Path product offerings: Include Product, Services & Solutions that Path may introduce
from time to time.
Subsidiary Companies: All companies in which the parties hold the shares or control the
management of such companies.
Fixed Price: A method of pricing for Product, Professional Services & Solutions based on a
lump sum price for a defined scope of work.
Time & Material Price: A method of pricing based actual efforts used applied to standard
rates for professional effort and actual expenses in respect of Project, Product, Services &
Solutions.

Territory: This is a list of region where Path and XXX to Promote/Path Suite offerings to
achieve the business objectives under this Agreement. Each country/region will be added to
this agreement with mutual written consent.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:

1. OBJECTIVES OF THE PARTIES


a. The objective of this AGREEMENT is to define the relationship between Path
and xxx shall provide Sales Consulting services for Path Suite solutions in
the specified territory. Path in turn will provide product know-how to assist
Path for the same. All client specific initiatives will be covered by separate
documents.
2. SCOPE OF ARRANGEMENT
a. Xxx will provide Sales Consulting services for ServitiumCRM solutions in
the specified territory.
b. The Territory initially defined are regions at North & West.
c. Path will make available its Products, Solutions and expertise to XXX to
help market and promote to the end users requirements.
3. ROLES & RESPONSIBILITIES
a. XXX will be responsible for inquiry generation, help obtain initial Customer
contact and fix appointments for meetings with Prospect/Customer. All leads
generated by XXX will be sent to Path and Path shall confirm the same.
b. Wherever possible Path will assist in the Pre-sales process via face-to-face
meetings, customer presentations and account management.
c. Path will be responsible for Proposal Making, Domain knowledge, Product
literature, Presentation material, Demo, References, Standard proposals,
Proposal vetting
d. Proposal commercial finalization & Deal closure will be done Jointly, although
XXX will play major role in customer handling due to its relationship.
e. Path will update xxx from time to time on any Product, Services & Solutions
upgrades and availability.
f.

Once an engagement has started with customer, all delivery will be owned &
delivered by Path. XXX will continue to play the required role in reviews and
issue resolution

g. Billing to End Customer will be done by Path, and all payments will become
due to Path. XXX will be responsible for collection activities.
h. Each party shall bear their own respective costs and expenses related to,
arising out of or pursuant to this AGREEMENT.

4. COMMISSION & REMUNERATION


a. As Part of offerings of ServitiumCRM, 2 kind of Fees are charged to
customer, i.e. One time & Recurring.
1. One time involves Licensing, Implementation Customization,
Integration etc.
2. Recurring charges involves SaaS charges, Hosting charges,
AMC.
b. Xxx will be entitled to commissions on closure of Sales in Accounts where
they have rendered Sales consulting help. The commission structure is
defined as per below:
SNo
1

Entitlement
A commission of ZZ% of the one
time fees of the deal for
Introductions, setting up of
meetings and basic Account
management,
Collection
activities.
A commission of ZZ% of the
recurring fees for Collection
activities.

Payment schedule
As One time fee is related to
services provided by Path,
XXX will be entitled of the
commission as the complete
payments are received from
customer.
After collection from the
customer
on
minimum
frequency of a Quarter or as
agreed with customer.

c. The above commissions are applicable in the case of End Customer


Accounts or Partners on the value of deals closed by the partner within the
first 12 months only.
d. Any specific situation arising outside of the above will be dealt with on a
case-by-case basis in consultation with each other.

5. NDA And OWNERSHIP


a. Path and xxx agree that the sole and exclusive rights of the PROPRIETARY
INFORMATION belong to the party which produces the material/ information
or process/ solution. Path and xxxx shall hold the same in the strictest
confidence, and will not disclose it in any manner to any third party or use it
for any purpose other than agreed upon by xxx & Path.
6. CONFIDENTIALITY
a. All documentation, technical information, business information and all
Product, Services & Solutions and related documentation, in whatever form
recorded, or provided orally or visually (all hereinafter designated as
information) which either party may furnish or disclose hereunder and which

bears a legend restricting its use or dissemination, or is otherwise indicated


as being confidential or proprietary, shall remain the property of the
disclosing party. The disclosing party grants the right to use such information
subject to the following conditions:
1. Such information shall be treated in confidence and used by the receiving
party only as necessary under the AGREEMENT.
2. Such information shall not be reproduced or copied, in whole or in part,
except as necessary for use as authorized herein,
3. Such information shall, together with any copies thereof, be returned to
the disclosing party or destroyed when no longer needed, or when the
pilot is determined to be unsuccessful, and
4. Such information may be disclosed to other persons only upon the
disclosing partys written authorization, provided such other person agrees
in writing to the same conditions respecting use of information contained
in this clause.
5. The foregoing conditions do not apply to any information, which becomes
generally known to the public through acts not attributable to the receiving
party.
6. The parties agree that the contents of this AGREEMENT and information
provided by each party to the other in connection with this AGREEMENT
shall be held in the strictest confidence by each party and its respective
officers, employees, agents and servants, other than such information
which is or becomes available to the public by agreed joint publication by
the parties.
7. TRADEMARKS
a. Xxx shall use under this agreement Paths Trademarks for the purposes of
advertising, publicity, or otherwise, use any Path entity trade name,
trademark, trade device, Product, Services & Solutions mark, symbol, any
abbreviation, contraction only for the sole purpose of marketing and business
development of Path offerings.
b. If needed xxx may carry Paths trademarks, content on its website, name
cards, marketing material and other such form for publicizing Path product
suite of offerings
8. TERM & TERMINATION
a. This AGREEMENT shall be valid for a period of 12 months from the date of
signing and can be renewed for a further period of 12 months unless
terminated prior to expiration.
b. The two parties will review the progress on a quarterly basis.
c. Both the parties have right to terminate the AGREEMENT by giving 30 days
written notice, if:
I.
Progress made is not satisfactory.

II.
III.
9.

For convenience
Breach of Agreement or Trust.

CONDUCT AFTER TERMINATION


a. Sections 6 and 10 will survive the termination of this AGREEMENT.
b. All rights and obligations that have arisen prior to such termination shall be
fulfilled by both parties.
c. Xxx will be entitled to commissions, after the termination of AGREEMENT.
On any additional business generated by Path from customers introduced by
xxx on existing contracts and to whom a proposal was submitted before
termination. This will only apply for any business closed within 6 months of
termination.

10. MISCELLANEOUS
a.

Notices. Any notice, consent or report required or permitted to be delivered


under this AGREEMENT shall be deemed delivered when received and must
be transmitted by registered or certified mail, postage prepaid and addressed
to the appropriate party at the address shown on the signature page of this
AGREEMENT, provided receipt is confirmed. The date of receipt shall be the
effective date of the notice. Either party may change the address or telecopy
number to which notices should be directed by providing the other party with
written notice of the change.
b. Force Majeure. Neither party shall be responsible for any failure on the part
of the other party to perform any obligations hereunder due to causes
beyond its reasonable control. Such causes include but are not limited to
fire, storm, flood, earthquake, explosion, civil disorder, sabotage, epidemic,
quarantine restrictions, visa restrictions, labour disputes, labour shortages,
transportation, or the acts of any domestic or foreign government or any
agency thereof, legal instrumentalitys, orders of any court of competent
jurisdiction, exchange restrictions, acts of God.
c. Jurisdiction. This Agreement shall be subject to jurisdiction of the laws of
Union of India and the place of jurisdiction shall be India.
d. Entire Agreement.
Each party acknowledges that it has read this
AGREEMENT and the Appendices attached hereto, understands them, and
agrees to be bound by their terms and further agrees that they are the
complete and exclusive statement of the understanding between the parties.
No waiver, alteration, or modification of any of the provisions of this
AGREEMENT shall be binding unless in writing and signed by a duly
authorized officer or other representative of Path and PATH expressly
referring to this AGREEMENT.
IN WITNESS WHEREOF, each of the parties hereto has caused this AGREEMENT to be
executed by its duly authorized officer as of the date and year indicated below.

For Path Infotech Ltd

Xxx

Signed:

Signed:

By:

By:

Designation:

Designation: