VENDOR AGREEMENT TEMPLATE

This Agreement (hereinafter referred to as the “Agreement”, which expression shall

include all amendments made thereto from time to time) is made at …….. on this day of
….. , 20.… by and
BETWEEN

_________________, a company incorporated and registered under the provisions of

Companies Act, 2013 and having its Registered Office at _____________________
(Hereinafter referred to as “Vendor” which expression shall, unless it be repugnant to
the context or meaning thereof, be deemed to mean and include its successors and
assigns) of the ONE PART.
AND

_______, a company incorporated and registered under the provisions of Companies

Act, 2013 and having its registered office at_________ (hereinafter referred to as
“Company” which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to mean and include its successors and assigns) of the OTHER
PART;

______ and _____are hereinafter collectively also referred to as the “Parties” and
individually as the “Party”

WHEREAS the Vendor is providing services related to _______________ (Details of

business).
WHEREAS the company has approached the Vendor to provide services at
__________ (Rate of Service).
WHEREAS, each Party is duly authorized and capable of entering into this Agreement.
NOW THEREFORE, in consideration of the above recitals, the Parties hereby agree as
follows:
 1. DEFINITIONS:
In this Agreement the following words have the meanings set opposite them unless the
context indicates otherwise:
“Affiliate of Company” shall mean and include:
(i) Any company which is the holding company or subsidiary of Company;
(ii) A person under the control of or under common control with Company, or
(iii) Any person, in more than 26% of the voting securities of which Company has a
direct or beneficial interest or control.
For the purpose of this definition of Affiliate, “control” together with grammatical
variations when used with respect to any Person, means the power to direct the
management and policies of such Person, directly or indirectly, whether through the
ownership of the vote carrying securities, by contract or otherwise howsoever; and
“Person” means a company, corporation, a partnership, trust or any other entity or
organization or other body whatsoever.

“Agreement” shall mean and include this Agreement together with all Schedules,
Exhibits and Annexures hereto and letters exchanged between the Parties which are
incorporated herein by reference and any of the foregoing as may be amended or
supplemented from time to time pursuant to the terms hereof.

“Effective Date” shall mean the date when this Agreement shall be deemed to come
into effect and such date shall be ……., 20...

“Service/s” shall mean ……………..(hereinafter referred to as "the Services").

“Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, order,
decree, bye-law, approval, resolution, order, directive, guideline, policy or other similar
form of decision of, or determination by, or any interpretation or adjudication, in each
case, by any concerned Government Authority having jurisdiction over the matter in
question in India, as may be applicable, and having the force of law including Credit
Information Laws and IT Laws;
“Confidential Information” means the data and/or databases, messages, text, images,
information, knowledge, in or on any medium or format and all information in whatever
form, whether in oral, tangible, documented or electronic form including:
 the Credit Information, bank and Investment Statements
 personal information of the Individual Consumer in the nature of ‘Sensitive
Personal Data and Information’ as defined under the SPDI Rules;
 information which is received by Vendor from Company which Vendor knows or
reasonably ought to know is confidential such as access in the form of links,
email identification, passwords, passcodes to data, website and Private URLs
 financial information, business plans, procurement requirements, information
regarding purchasing, manufacturing, customer lists, investors, employees,
business and contractual relationships, business forecasts, sales and
merchandising, or marketing plans;
 as designated by either Party as confidential as per the terms of this Agreement.
“Force Majeure” means any act of government or state, civil commotion, epidemic, fire,
flood, industrial action or organized protests by third parties, natural disaster, war,
terrorist attacks, failure of payment systems or servers or any technical defect
preventing the transmission of data or information on the internet or any event beyond
the reasonable control of the party claiming to be excused from performance of its
obligations;
“Government Authority” means the government of India, any state or local
government of India, or any political subdivision thereof, or any agency, court, tribunal
or body or authority, by whatever name called, in India, exercising executive, legislative,
judicial, regulatory or administrative functions;

In this Agreement, unless the context thereof otherwise requires: -

 Reference to singular includes reference to the plural and vice versa;
 Reference to any gender includes a reference to all genders;
 The expressions “hereof”, “herein” and similar expressions shall be construed as
references to this Agreement as a whole and not limited to the particular clause
or provision in which the relevant expression appears;
 Any reference to any agreement or document shall be construed as a reference
to such agreement or document as the same may have been amended, varied,
supplemented or novated in writing at the relevant time in accordance with the
requirements of such agreement or document and if applicable, of this
Agreement with respect to amendments;
 Reference to any legislation or law or to any provision thereof shall include
references to any such law as it may, after the date hereof, from time to time, be
amended, supplemented or re-enacted, and any reference to a statutory
 provision shall include any subordinate legislation made from time to time under
that provision;
 References to recitals, sections, clauses, paragraphs and schedules are
references respectively to recitals, sections, clauses, paragraphs of and
schedules to this Agreement;
 The rights and obligations of the Parties to this Agreement shall be subject to the
provisions of applicable law in force from time to time
 The captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof.

2. SCOPE OF SERVICES
The Vendor is to provide the Company with the following services (the “Services”):
● [Describe the services]
● [Describe additional rights and responsibilities of both parties]
● [Describe the timeline, if any, including a “time is of the essence” clause]

3. COMPENSATION
Company shall provide compensation to the Vendor at a rate of Rs._________ for the
Services render per ……. (month/qtr./annually). Vendor shall provide the Company with
an invoice upon completion of the Services. Payment for the Services is due within
____ [Number of Days] days of the date of the Vendor’s invoice.

4. TERM AND TERMINATION

This Agreement shall commence on ______ [Commencement Date] and remain in
effect until the Services are completed. This Agreement may be extended by mutual
written consent of both parties. If either party seeks to terminate this Agreement, the
terminating party must provide ______ [Insert Days] days notice to the other party.

5. INDEPENDENT CONTRACTOR
The Vendor is serving as an independent contractor in providing the Services. Under
this Agreement, the Vendor is neither an employee nor a partner of the Company.
6. NON-SOLICITATION
XYZ further agrees that during the period commencing the effective date and after the
termination of this agreement for any reason, XYZ shall not directly or indirectly,
personally or through others, solicit or attempt to solicit customers or the Employees of
Quicko.

7. PROPRIETORY INFORMATION
All work performed under this Agreement (“Work Product”), including without limitation
all notes, reports, documentation, drawings, computer programs, inventions, creations,
works, devices, models, work-in-progress and deliverables will be the sole property of
the Vendor, and company hereby assigns to the Vendor all right, title and interest
therein, including but not limited to all audiovisual, literary, moral rights and other
copyrights, patent rights, trade secret rights and other proprietary rights therein.
Company retains no right to use the Work Product and agree not to challenge the
validity of the Vendor’s ownership in the Work Product.
Company hereby assigns to the Vendor all right, title, and interest in any and all
photographic images and videos or audio recordings made by the Vendor during
Company’s work for them, including, but not limited to, any royalties, proceeds, or other
benefits derived from such photographs or recordings.

8. INDEMNITY
__________(“Indemnifying Party”) hereby agrees and undertakes to indemnify and hold
harmless ___________ (“Indemnified Party”) from and against all losses, claims or
damages and all liabilities, losses, cost, claims, actions, proceedings, judgments,
settlements, expenses or the like arising in connection with the loss of or damage to an
Individual Consumer or any third party in relation to the use of the Confidential
Information received by _____________ pursuant to this Agreement (“Claims”) to the
Indemnified Party arising out of or in connection with or otherwise, and related to:
 any misrepresentation or any breach or alleged breach representation or
warranty or covenant or term made or given by the Indemnifier in this Agreement;
or
 any claim, demand, assessment or liability in relation to breach of any provision
of Confidential Information Law or the IT Laws arising due to use of the
Confidential Information by _____________ including for the Customer Permitted
Purpose.

9. GOVERNING LAW AND JURISDICTION

The provisions of this Agreement shall be governed by, and construed in accordance
with Indian law. The Parties submit itself to the jurisdiction of the Courts in_______, for
resolution of any dispute arising out of this agreement
 10. DISPUTE RESOLUTION
Any dispute or differences between the Parties arising under or in relation to or in
connection with this Agreement (“Dispute”) shall be referred for negotiation and
discussions between the Parties who shall meet within 30 (thirty) days and attempt to
resolve the dispute.
Any Dispute between the Parties, which cannot be settled by such negotiations and
discussions within 30 (thirty) days, may be resolved exclusively by arbitration and such
dispute may be submitted by any Party to arbitration.
Each Party to the dispute shall appoint one arbitrator each and the arbitrators shall
jointly appoint the additional or the presiding arbitrator.
The seat and venue of arbitration shall be_________________

11. INTELLECTUAL PROPERTY RIGHTS:

Neither Party shall use or refer to, or authorize the use of or reference to any names,
logos, trade names or trademarks of the other Party or those of any of their related
companies/associations in any manner other than for the purposes of this Agreement.
Nothing herein shall grant a Party any right, associate, or interest in the other Party’s or
its group company’s trademarks and trade names, other than for the purposes of this
Agreement. At no time during or after the term of this Agreement shall a Party challenge
or assist others to challenge the other Party’s or its group company’s trademarks or the
registration thereof or attempt to register any trademark, marks or trade names
confusingly similar to those of the other Party.
All the Intellectual Property Rights in the name, logo and in the whatsoever manner of
writing shall lie with the respective owners.
The Company shall ensure that Company shall not adapt, alter, amend, modify,
reverse, engineer, decompile, disassemble or decode the APIs.

12. AMENDMENTS; NO WAIVERS

Any provision of this Agreement may be amended or waived if, and only if such
amendment or waiver is in writing and signed.
No failure or delay by any Party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise of any other
right, power or privilege. The rights and remedies herein provided shall be cumulative
and not exclusive of any rights or remedies provided by law.
 13. SUCCESSORS AND ASSIGNS
Notwithstanding anything contained in this agreement, all the provisions mentioned
herein above shall be binding on ___________ in the event, the business of
_____________ is transferred/taken over to /by any of its affiliates/group companies.

14. NOTICES
All notices, requests and other communications to any Party hereunder shall be in
writing and shall be given to such Party at its address or telex number as such Party
may hereafter specify to the other at the address or telex number set forth in the written
instrument executed. Each such notice, request or communication shall be effective:
 if given by telex, when such telex is transmitted to the telex number specified
herein and the appropriate answerback is received, or
 if delivered by air courier service, 72 hours after such communication is delivered
to the courier service, shipping charges paid and properly addressed, and
 if given by any other means, when delivered at the address specified herein.
If to Vendor:

India
Telephone: Fax:
Attn:

If to Company:
Ahmedabad 380015
India
Telephone: 909983246 Fax:
Attn: Vishvajit Sonagara

15. ENTIRE AGREEMENT; NO THIRD PARTY

This Agreement (including the Schedules hereto and letters exchanged between the
Parties in furtherance hereof) constitutes the entire agreement between the Parties with
respect to the subject matter hereof and supersedes all prior written agreements,
understandings and negotiations, both written and oral, between the Parties with
respect to the subject matter of this Agreement. No representation, inducement,
promise, understanding, condition or warranty not set forth herein has been made or
relied upon by any Party hereto.
Neither this Agreement nor any provision hereof is intended to confer upon any Person
other than the Parties to this Agreement any rights or remedies hereunder.

16. FURTHER ASSURANCES

In connection with this Agreement, as well as all transactions contemplated by this
Agreement, the parties agree to execute and deliver such additional documents and to
perform such additional actions as may be necessary, appropriate or reasonably
requested to carry out or evidence the transactions contemplated hereby.

17. SEVERABILITY
If any provision of this Agreement shall contravene or be illegal, invalid or unenforceable
under the laws of any State, Country or jurisdiction in which this Agreement shall be
performed or enforced, then such contravention, illegality, invalidity or unenforceability
shall not invalidate the entire Agreement. Such provision shall be deemed to be
modified to the extent necessary to render it valid, legal and enforceable, and if no such
modification shall render it valid, legal and enforceable, then the Agreement shall be
construed as if not containing the provision held to be invalid, and the validity, legality
and enforceability of the provisions or covenants of this Agreement shall be unaffected,
and the rights and obligations of the Parties shall be construed and enforced
accordingly.

18. CAPTIONS
The captions herein are included for convenience of reference only and shall be ignored
in the construction or interpretation hereof.

19. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall constitute a duplicate original, but all counterparts together
shall constitute
a single agreement.
 20. INFRINGEMENT OF TRADEMARK/COPYRIGHT
Both parties shall ensure that any trademark, logo, slogans, marks, labels whether
registered or not, shall remain the exclusive property of the party and shall not be used
by the other party in any manner whatsoever unless and until specifically authorized by
such party in writing.

21. NO WARRANTIES WITHOUT AUTHORITY

The employees of ___________ shall make no statement, representation or claim and
shall give no warranty to any person in respect of ___________ except as may be
specifically authorised in writing by Company.

22. FORCE MAJEURE

If either of the parties to the Agreement are prevented from the performance of this
Agreement by force majeure such as government action or inaction, war, serious fire,
flood, typhoon, earthquake, other natural calamities or other forces beyond the control
of the parties, the time for the performance of the Agreement shall be extended by a
period equal to the effect of those causes and neither party shall be responsible for loss
or damages due to the delay.
The party so prevented by force majeure shall notify the other party by telex, cable or
fax as soon as possible from the time of the occurrence of the force majeure.

IN WIITNESS WHEREOF, this Agreement has been executed by the Parties hereto on
the and year first above written.

Vendor’s name: _________________

Vendor’s signature: _________________
Representative: _________________
Date: _________________

Company name: _________________

Company signature: _________________
Representative: _________________
Date: _________________