To

Srini BPO Private Ltd

Hyderabad

Date: 3rd May 2019

Dear Mr. S.Ahmed

We are pleased to appoint you as business partner/contractor/franchise of Smart24x7 with effect from
……………... The broad terms of appointment/engagement is as mentioned below (Also, refer the
exclusions/Annexure (if any mentioned/applicable).

1. You will be primarily responsible for Smart24x7 business for Hyderabad of India. There is no
concept of territory in our new age businesses, and therefore mostly the engagements will be lead
based and customer based (named accounts). However, we will try reasonably not to
appoint/engage any other partner for the named account or the appointed region/territory..

2. Your payouts will be dependent on calculations as per table below, on a monthly basis on receipt of
payment from our customers (named accounts, associated with you).

3. The responsibilities broadly include:

a. Product Enhancements (Market Input)
b. Business Development (BD)
c. Sales & Sales Support (incl. POCs/Demo)
d. Account Management (AM) (pre-sales & post-sales)
e. Project Execution & Management
f. Operations Management & Support
g. Change Management (incl UpSell)
h. Escalations & Monthly Review

4. The Payouts are as below based on the Sales Process Taken by Partner:
a. Self Generated Business Lead + BD+ Sales
b. Business Lead by Smart24x7 +BD +Sales
c. No Lead Gen Or BD Activity only Account management (this would typically happen when the Sales
is closed by Smart24x7 in some other City)
d. All percentages are MONTHLY as per TOTAL INVOICE VALUE (excluding Taxes)
Year & Particulars Business Lead + BD/Sales with Leads No Sales/BD activity;
BD/Sales (5a) from Smart24x7 (5b) Only AM (5c/5d/5e)

Year 1 20% 15% 10%

Year 2 12% 11% 8%

Year 3 10% 8% 5%

Year 4 7% 6% 3%

Year 5 5% 4% 1%

5. The business conditions (number) applicable to above are:

a. Lead generated by Partner and closed by Partner (Business Development & Sales) and hand holding
& reviews thereafter
b. Lead generated by Smart24x7, and partner involved in converting in Sales and handholding
thereafter
c. Old lead and business development over and local hand holding (delivery and operations) still
requested/expected by Partner (as Sales interface), and own the customer relationship and reviews.
d. Business an expansion from existing business in HO & other region and Partner requested to be part
of local deployment and relationships and reviews.
e. Customer belong to other partners elsewhere & Partner requested to be part of local deployment and
relationships and reviews.
f. In all cases of conflict, (e.g., allocation account - especially where multiple partners involved),
decision of CEO of Smart24x7 will be final and binding.

6. Payouts involved year 2 onwards (dates calculated based on first invoice date), are recurring
payouts for 3-5 year terms, if the customer keeps renewing (y-o-y), and also subject to exclusions
and conditions of continued association (as specified below).

7. This agreement will auto renewed subject to confirmation mail from both the parties to carry on with
the same MOU.

8. This agreement can be terminated by any party with an advance notice of three (3) months.
 9. The terms of relationship is considered discontinued if meet any of the following criteria:
a. If Not able to generate business in first 3 months.
b. If not able to generate any new business for 6 month (not applicable for the 1st deal, though expect
the same within 2-3 months of association)
c. If partner/contractor decide to NOT work and able to give time to this business (due to whatever
reason, personal or professional reasons)
d. If the monthly face-to-face review meetings ceases to take place for two consecutive months (unless
otherwise formally agreed between customer, contractor and smart24x7, or, agreed to take place
using alternate medium/mode)
e. If an opportunity has been allocated, and no status update/progress or review for 3 months, the
account can be allocated to other partner (or handled direct)
f. If the business partner is found working with competing products.
10. Process to be taken up by Partner to qualify for Revenue share
a. To Lock the Business Opportunity under Partner name
i. Announce the Client name and Contact point details with products getting prospected before
approaching client.
ii. Send Update of the Opportunity in each review
b. Smart24x7 will announce conflict if there and will decide how to take things forward between multiple
partners.
c. Smart24x7 will reserve the right to split the revenue sharing between partners in case of conflict.
d. The revenue share will be disbursed post receiving of the payments from clients.

Since the business involves IP, and Confidentiality need to be maintained. A separate NDA (including non-
compete clauses) will be signed after onboarding, and the same will be applicable for 2 years even after
mutual discontinuation of business relationship

Thanking You.

Authorized Signatory
ANNEXURE A

Smart24x7 (v/s) AT

AT: This is good simple document but what perhaps needed to be added is:

1. R&R for both parties to be more clearly articulated. Smart R&R is totally missing in terms
of enablement (product training/support during sales cycle, implementation, product
enhancement feedback, local staff hiring/training & retention etc.) of partner so that both
parties can be successful.

[Smart24x7]: will undertake all the other responsibility except the ones mentioned in the section
3 of this agreement and includes the above mentioned tasks.
Draft RnR will be shared with you along with other documents.

2. Average sales cycle is 6-12 months, what about expenses incurred during such period?
Not remuneration but more of travel/client management etc
[Smart24x7]: The arrangement is purely success based, the partner will have to manage
the expenses of his own (unless otherwise discussed/agreed beforehand in interest of
business)
3. What say does partner have in qualifying process (which deals to drop, which ones to
pursue), deciding price – basically how much dependency will there be on Del team.

[Smart24x7]: These decisions will be taken by HO team based on viability of the account and
will be consulted with partner.

AT (w.r.t. Section 3e/f): During initial days wouldn’t it make sense to include “e” & “f” as well in the R&R
given “g” & “h” are natural outcomes if one is involved in “e” & “f”.
[Smart24x7]: We will handhold Partner for first Implementation and in second implementation the e&f will
become part of your role (which includes monitoring & review the implementation and operations resource
for set of customers)
AT (w.r.t Section 4): Updations
[Smart24x7]: We have revised the percent which is tapering down y-o-y and effectively, they increased
from original/initial offer.