SOFTWARE RESELLER AGREEMENT

This Software Reseller Agreement (this “Agreement”) is entered into as of [date] day of
[month], 2021 (the “Effective Date”)

BY AND BETWEEN
[Company Name], a company registered in [Country], under company [identification
number], having registered office at [Address], hereinafter referred to as the “Company”
(which expression shall, unless it be repugnant to the context or meaning thereof, be
deemed to mean and include its successors and permitted assigns);

AND
[Company Name], a company registered in [Country], under company [identification
number], having registered office at [Address]; hereinafter referred to as the “Reseller”
(which expression shall, unless it be repugnant to the context or meaning thereof, be
deemed to mean and include its successors and permitted assigns).

The Company and the Reseller are hereinafter collectively referred to as the “Parties” and
individually each as the “Party”.

WHEREAS
A. The Company offers [Description of business/ services] and has developed
[Description of Product/ Platform/ SaaS].
B. The Reseller desires to obtain and the Company is willing to grant Reseller the right
to act as an independent Reseller of the Software Services, with the non-exclusive
right to market, promote and resell the Software Services as Reseller’s own
Software Services to Customers in the Market (as defined below) in accordance
with the terms of this Agreement.
NOW THEREFORE, in consideration of the promises, mutual covenants and agreements
set forth in this Agreement, and other good and valuable consideration, the receipt of which
is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS
The following capitalized terms will have the following meanings whenever used in this
Agreement:

a) “Claims” means any claim, demand, action, suit, cause of action, assessment or
reassessment, charge, judgment, debt, liability, expense, cost, damage or loss, direct or
indirect, contingent or otherwise, including loss of value, reasonable professional fees,
including fees of legal counsel on a solicitor-and-End User basis, and all costs incurred in
investigating or pursuing any of the foregoing or any proceeding relating to any of the
foregoing.
b) “Confidential Information” means all non-public technical information and business
information, programming, software code, trade secrets, marketing strategies,
software, documentation, customer data, financial information and any other
information which in the circumstances of its disclosure could reasonably be viewed as
confidential. Confidential Information shall not include information that: (a) is or
 becomes a part of the public domain through no act or omission of the Receiving
Party; (b) was in the Receiving Party’s lawful possession prior to the disclosure and
had not been obtained by the Receiving Party either directly or indirectly from the
Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party
without without an obligation to maintain its confidentiality; or (d) is independently
developed by the Receiving Party.
c) “End User License Agreement”, or “EULA” means a legal instrument defining and
governing the permitted use of Software as between the End User and Company.
d) “End User” means a person or entity that desires to use Software for its own use, rather
than for resale or distribution.
e) “Fees” means the license fee and End User subscription fee (if any) to be paid by
Reseller to Company pursuant to this Software Reseller Agreement in accordance with
the schedule attached hereto as Schedule A.
f) “Intellectual Property Rights” means all intellectual property rights relating to or owned by
either party anywhere in the world (including present and future intellectual property rights,
whether registered or unregistered) including without limitation Confidential Information,
business names or logos, domain names, copyright, database rights, patents, trademarks or
service marks, designs, software, computer data, generic rights, software and source code
and all variations, modifications or enhancements to each of them together with any
application or right to apply for registration, renewal, extension or protection of those rights;
g) “Market” means the territories limited to Republic of India.
h) “Software Services” means the virtual assistant platform which include cognitive bots in
speech, text, and omni-channels, including any software licenses owned and developed by
Company and its subsidiaries, and any other products or functions developed or added to the
services, products or technologies from time to time.

2. APPOINTMENT
On the terms and subject to the conditions set forth herein, Company appoints Reseller as an
independent, non-exclusive, authorized Reseller of Software Services in the Market, and
Reseller hereby accepts such appointment. Reseller may advertise, promote and resell
Software Services solely to End Users within the Market. Reseller may authorize or appoint
any dealers, agents, representatives, subcontractors, or other third parties to advertise,
promote, market or distribute Software Services in the Market. All rights not specifically
granted by Company hereunder are reserved by Company. Without limiting the generality
of the foregoing, Company reserves the right to advertise, promote, market and distribute
Software Services, and to appoint third parties to advertise, promote, market and distribute
Software Services, worldwide, including in the Market. Further, Company reserves the
right, in its sole discretion, at any time and from time to time, to modify any or all of
Software Services it offers, or to discontinue the Software Services, support, publication,
distribution, sale or licensing of Software Services without liability of any kind.

3. LICENSE TERMS
3.1 Subject to Reseller's payment of the applicable fees and to Reseller's compliance with other
terms and conditions of this Agreement, Company hereby grants Reseller a non-exclusive,
one-time, non-transferable limited license to resell Software Services within the Market.
The foregoing grant is subject to the following conditions:
 i. The Software Services shall be made available only to End Users.
ii. The Reseller shall ensure that each End User enters into the applicable End User
License Agreement (EULA) with Reseller prior to the Reseller providing any access
to the Software Services and prior to any use of the Software Services by the End
User;
iii. Reseller shall pay Company the fees as per the payment terms set out in Schedule A
for each End User who is licensed to use the Software Services during the term of
any such license.
3.2 This Agreement grants Reseller no title to or ownership of Software Services, and Reseller
receives no rights to Software Services other than those specifically granted in Clause 3.1
above. Reseller shall not attempt to alter, translate, adapt or modify the Software Services in
any manner whatsoever nor shall it disassemble, decompile or in any way reverse engineer
the Software Services.
3.3 Company will provide a template of its EULA to Reseller, and Reseller will promptly
review it and advise Company as to what revisions, if any, should be made to EULA for
resale in the Market to ensure that the agreement complies with requirements of applicable
law in the Market. Reseller may charge End Users for Software Services such prices as
determined in Reseller's sole discretion. The relationship between the End User and
Company will be as specified in the applicable EULA. Notwithstanding the foregoing, as
between Company and Reseller, Reseller will be solely responsible for providing customer
support to End Users in the Market.
3.4 All use of Software Services by End Users is subject to EULA, and Reseller may not
purport to impose any other terms pertaining to their use of Software. Reseller will be
responsible for ensuring that each End User enters into EULA in a manner that is legally
binding upon the End User. This may require Reseller to (a) notify each End User that
Software is subject to EULA and that by placing an order with Reseller the End User agrees
to EULA, (b) include either a copy of or link to EULA in each quotation and order form
Reseller issues to the End User, and (c) obtain from each End User written confirmation of
acceptance of EULA prior to the earlier of (i) acceptance of the order by Reseller and (ii)
delivery of Software. Reseller must provide evidence of such acceptance by the End User to
Company upon request. Reseller agrees to immediately notify Company of any known or
suspected breach of EULA or other unauthorized use of Software Services and to assist
Company in the enforcement of the terms of EULA.

4. FEES AND TAXES

4.1 In consideration for the license to resell Software Services granted by Company under this
Agreement, Reseller shall pay to Company fees as per the payment terms set out in Schedule A.
Reseller shall be solely responsible for collecting payment from the End Users.
4.2 Each party shall be independently liable towards all taxes, duties, levies imposed by
respective statutory and governmental authorities based on any amounts paid or payable by
such party under this Agreement. However, no party will be responsible for taxes based on
the net income of any other party.
4.3 Notwithstanding anything else herein to the contrary, the Reseller shall make payment
towards any applicable withholding taxes in its jurisdiction and for such purpose, it may
withhold from any amounts otherwise due or payable under or pursuant to this Agreement,
such taxes and dues as may be required to be withheld pursuant to any applicable law or
regulation.
5. CONFIDENTIALITY AND PROTECTION OF DATA
5.1 A Party receiving Confidential Information (the “Receiving Party”) shall maintain the
confidentiality of all Confidential Information of the Party disclosing the Confidential
Information (the “Disclosing Party”) and shall not release, disclose, divulge, sell or distribute
any Confidential Information, without the prior written consent of the Disclosing Party. The
Receiving Party may only use and copy the Disclosing Party’s Confidential Information as is
necessary to carry out its activities contemplated by this Agreement and for no other purpose.
The Receiving Party may disclose the Disclosing Party’s Confidential Information to its
employees on a “need to know basis”, provided that it shall first instruct such employees to
maintain the confidentiality thereof. Reseller may disclose necessary Confidential Information to
End Users to the extent necessary to carry out the intent of this Agreement, provided that such
End Users shall have entered into an End User License Agreement.
5.2 Disclosure of Confidential Information shall be permitted if such Confidential Information is
required to be disclosed by law or by any rule, regulation or order of a person having jurisdiction
or pursuant to a final order or judgment of a court of competent jurisdiction, and in such case the
Parties will cooperate with one another to attempt, if possible, to obtain an appropriate protective
order or other reliable assurance that confidential treatment will be afforded to such Confidential
Information prior to disclosing such Confidential Information.
5.3 The Parties acknowledge and agree that any breach of the confidentiality obligations under this
Clause will cause irreparable harm and damage to the aggrieved Party. The Parties further agree
that each Party shall be entitled to injunctive relief to prevent breaches of confidentiality
obligations, and to specifically enforce the terms and provisions of this Clause, in addition to any
other remedy to which such Party may be entitled, at law or in equity.
5.4 The Parties acknowledge that in providing Services, each Party may process data relating to End
Users/ individual persons (“Personal Data”), including, without limit, transferring it outside the
country in which it is collected and/or disclosing it to third parties. Each Party will have in place
adequate technical and organizational security measures so that the confidentiality of this
processing complies with laws relating to the protection of Personal Data applicable to the
Parties. Although the Parties may have access to data of End Users using the Software Services,
the Parties shall use it only to the extent necessary for the purpose of carrying out their
respective responsibilities under this Agreement and for no other purpose. Nothing in this
Agreement permits the Parties to disclose or distribute any data of End Users obtained through
activities under this Agreement.

6. DISCLAIMER OF WARRANTIES.
Except for the express representations or warranties, if any, made to the End Users in the
applicable EULA, Company makes no other representations or warranties concerning the
Software Services, or their use, accuracy, function and shall not be liable in any manner for any
representation or warranty of any kind, whether express or implied or collateral or whether
arising by operation of law or otherwise, including, without limitation, any warranty or condition
that the Software Services will be error free. Reseller shall not be authorized to make any
warranty, guarantee, representation or condition, whether written or oral, on behalf of Company.
Reseller shall be solely responsible for any warranties concerning the Software Services given
by Reseller.

7. LIMITATION OF LIABILITY
 In no event shall Company be liable for any incidental, consequential, indirect, special, punitive
or exemplary damages, or damages for loss of profits or revenues, business information or other
pecuniary loss, arising under or in connection with this agreement and even if advised of the
possibility of such damages. The foregoing disclaimer of liability shall apply regardless of
whether such liability is based on breach of contract, contractual liability, tort (including without
limitation gross negligence), strict liability. In no event shall Company’s liability under this
Agreement exceed the amount paid, under this Agreement by Reseller in the six (6) month
period immediately preceding the event giving rise to the Claim. Notwithstanding the foregoing,
the foregoing disclaimer and limitation of liability shall not apply to the breach of the
confidentiality obligations set out in Clause 5 or obligations to indemnify pursuant to Clause 8.

8. INDEMNIFICATION
8.1 Reseller shall indemnify, defend and hold harmless Company from and against any and all
claims, damages and expenses (including reasonable attorneys' fees and costs of litigation) by
any third party resulting from any acts or omissions of Reseller relating to its activities in
connection with this Agreement including without limitation Reseller's breach of this
Agreement, or arising from its advertising, marketing, promotion or distribution of the Software
Services hereunder. Reseller will be solely responsible for any claims, warranties or
representations made by Reseller or Reseller's representatives or agents which differ from the
warranties provided by Company in the applicable EULA.
8.2 Company shall indemnify and hold harmless the Reseller, its employees, officers, directors, and
agents from and against any and all Claims brought by a third party arising out of or in
connection with infringement or alleged infringement of the Intellectual Property Rights of such
third party due to the licensing of the Software Services under this Agreement. If the Software
Services become or are likely to become the subject of an infringement claim or action,
Company may at its sole discretion: (i) procure, at no cost to the Reseller, the right to continue
distributing and using Software Services; (ii) replace or modify the Software Services so that
they become non-infringing; or (iii) withdraw the Software Services and terminate any End User
License Agreement without further obligation.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall be effective as of the Effective Date and will continue in full force
and effect for a period of 3 years from the Effective Date (the “Initial Term”), unless earlier
terminated in accordance with Clauses 9.2 or 9.3. This Agreement will automatically be renewed
at the same terms and conditions for additional periods of 1 year each (each an “Additional
Term”) and, together with the Initial Term, the “Term”) unless a Party provides to the other
Party a written notice of termination not less than thirty (30) days prior to the end of the Initial
Term or any Additional Term.
9.2 Termination for Cause. Each Party shall have the right to terminate this Agreement and the
license granted herein upon delivery of a written notice of intent to terminate this Agreement
(“Notice of Intent to Terminate”) on the occurrence the following events:
i. In the event the other Party is in material default of its obligations under this
Agreement (an “Event of Default”), which remains uncured to the non-breaching
party's satisfaction within ten (10) days of written notice that specifies the breach.
ii. In the event the other Party (A) terminates or suspends its business, (B) becomes
subject to any bankruptcy or insolvency proceeding under applicable jurisdictional
 laws, (C) becomes insolvent or subject to direct control by a trustee, receiver or similar
authority, or (D) has wound up or liquidated, voluntarily or otherwise.
9.3 Termination for Convenience. Notwithstanding anything in this Agreement that may be
interpreted to the contrary, either Party may terminate this Agreement without cause and without
liability upon ninety (90) days prior written notice to the other Party.
9.4 Effect of termination. Upon termination of this Agreement, Reseller will cease all advertising,
marketing, promotion, distribution and resale of Software Services. Termination of this
Agreement will not affect either Party's rights or obligations with respect to Software Services
already distributed or resold by Reseller prior to the effective date of the termination.
9.5 Survival. Expiration or termination of this Agreement will not relieve either Party from its
obligations arising hereunder prior to such expiration or termination. Rights and obligations
which, by their nature, should survive will remain in effect after termination or expiration of
this Agreement.

10. PROPRIETARY RIGHTS

Company shall retain all right, title and interest in and to the Software Services, all copies
thereof, and Company’s website(s), software(s), and all intellectual property, including, but not
limited to, ownership of all copyrights, look and feel, trademark rights, design rights, trade secret
rights and any and all other intellectual property and other proprietary rights therein. The
Reseller acknowledges that name, trademark rights, ownership rights, copyright, patents or
intellectual property rights of whatever nature related to the Software Services shall remain
vested solely in the Company. Reseller shall not, at any time during or after the expiration or
termination of this Agreement, assert or claim any interest in, or do anything that may adversely
affect the validity of the Company’s Intellectual Property. Reseller shall not, directly or
indirectly, obtain or attempt to obtain at any time, any right, title or interest by registration or
otherwise in or to the trademarks, service marks, copyrights, trade names, symbols, logos or
designations or other intellectual property rights owned or used by Company. All technical
manuals or other information provided by Company to Reseller shall be the sole property of Jive
Software.

11. PARTIES RELATIONSHIP

This Agreement does not constitute either Party the agent of the other, or create a
partnership, joint venture or similar relationship between the Parties, and neither Party will
have the power to obligate the other in any manner whatsoever. Reseller acknowledges and
agrees that its relationship with Company is that of an independent contractor, and Reseller
will not act in a manner that expresses or implies a relationship other than that of an
independent contractor.

12. ASSIGNMENT
Neither this Agreement nor any rights or obligations of Reseller hereunder will be
assignable or transferable by Reseller, in whole or in part, by operation of law or otherwise,
without the prior written consent of Company. Any attempted assignment, sub-contract or
other transfer of this Agreement or any of Reseller's rights or obligations hereunder will
have at no time any legal validity and will be considered a material breach of this
Agreement. This Agreement will be binding upon and inure to the benefit of the Parties and
 their permitted successors and assigns.

13. NOTICES
Any notice, request, Claim, demand, or other communication required or permitted
hereunder shall be in writing and delivered either manually or sent by certified/ registered post
mail with acknowledgment due, fax or email,

If to Company, addressed as follows:

Attention:
Address:
Telephone/ Fax Number:
Email:

and If to Reseller, addressed as follows:

Attention:
Address:
Telephone/ Fax Number:
Email:

Any such notice, shall be effective upon receipt, unless received on a day which is not a
Business Day in which event it shall be deemed to be received on the next Business Day. Either
Party may change its address for service from time to time by notice given in accordance with
the foregoing and any subsequent notice shall be sent to the Party at its changed address.

14. FORCE MAJEURE

Neither Party shall be in default or otherwise liable for any delay in or failure of its
performance under this Agreement if such delay or failure arises by any reason beyond its
reasonable control, including any act of nature, any acts of the common enemy, the
elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or
communications, or any act or failure to act by the other Party or such other Party's
employees, agents or contractors; provided, however, that lack of funds and a lack of
reasonable disaster recovery plans and safeguards shall not be deemed to be a reason
beyond a Party's reasonable control. The Parties will promptly inform and consult with each
other as to any of the above causes which in their judgement may or could be the cause of a
delay in the performance of this Agreement.

15. COUNTERPARTS
This Agreement may be executed by the Parties in separate counterparts of which when so
executed and delivered shall be an original, but all such counterparts shall together constitute
one and the same instrument.

16. SEVERABILITY
If in any jurisdiction, any provision of this Agreement or its application to any Party or
circumstance is restricted, prohibited or held unenforceable, such provision shall, as to such
jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability
without invalidating the remaining provision hereof and without affecting the validity or
enforceability of such provision in any other jurisdiction or its application to other Parties or
 circumstances.

17. GOVERNING LAWS AND DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of the state
of Karnataka, India without reference to principles of conflict of laws. Any dispute, claim,
controversy or difference whatsoever arising between the parties out of or relating to the
construction, meaning, scope operation or effect of this contract or the validity or the breach
thereof shall be referred to and finally resolved by arbitration to be conducted in accordance
with the provisions of the Indian Arbitration and Conciliation Act, 1996, as amended. The
arbitral tribunal shall consist of sole arbitrator. The arbitration shall be held in Bengaluru,
Karnataka. The language of the Arbitration shall be English.

18. ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement and understanding of the Parties with
respect to the subject matter hereof and supersedes and terminates all other prior
commitments, arrangements or understandings, both oral and written, between the Parties
with respect thereto. This Agreement may not be modified or amended except by an
instrument in writing executed by each of the Parties. None of the provisions of this
Agreement will be deemed to have been waived by any act or acquiescence on the part of
either Party, their agents or employees, but may be waived only by an instrument in writing
signed by an officer of the waiving Party. No waiver of any provision of this Agreement on
one occasion will constitute a waiver of any other provision or of the same provision on
another occasion.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement on the Effective
Date written above.

COMPANY FULL NAME RESELLER FULL NAME

 

Signature space Signature space

Name: Name:
Title: Title:
Registered Address: Registered Address:

Communication Address: Communication Address:

E-mail: E-mail:
 SCHEDULE A
Schedule of Fee Payment and Payment Terms

1. MONTHLY LICENSE FEE

Starting from the Effective Date, the Reseller will pay to the Company a monthly License Fee of
[Amount] payable in [currency]. All rights granted to the Reseller by Company with respect to
Software Services under this Agreement are conditional upon Reseller’s timely payment of
the License Fee.

2. END USER SUBSCRIPTION FEE (if any)

In addition to the monthly reseller license fee as stated above, the Reseller shall additionally pay
the Company a portion of each End User subscription fee. The portion of End-User fee will be
determined per End User and based upon ____________________.

3. MODIFICATION OF LICENSE FEE

The License Fee shall be subject to change at the Company’s sole discretion. If Company makes
any change to the Fee, then Company shall, at least 90 (ninety) days prior to such change, send
Reseller a notice that the Prices have been changed (“Pricing Notice”).

4. NON-PAYMENT
If any payment due and receivable under this Agreement or Schedule is not received in
accordance with the payment terms of this Schedule, Company shall have the right to
discontinue the License and/or suspend any/all authorizations given to the Reseller in respect of
Software Services envisaged under this Agreement without any liability to Reseller, until such
time as Reseller pays the due and payable amount in full. Notwithstanding the foregoing,
Company may pursue any other remedies which it may have under this Agreement or otherwise
at law.

5. LATE PAYMENT
In the event that any payment due hereunder is not made when due, the payment shall accrue
interest beginning on due date of payment, calculated at the annual rate of six percent (6%), the
interest being compounded on the last day of each calendar year.

6. INVOICE AND PAYMENT

Company shall invoice the Reseller for amounts due hereunder on a monthly basis, and amounts
due and undisputed shall be paid by the Reseller within thirty (30) days of receipt of the
applicable invoice. Any invoice for payment raised by Company may be sent electronically to
the Reseller’s notified e-mail address. Reseller will promptly provide Company with any updates
to such e-mail address.