CHANNEL PARTNER AGREEMENT
This Channel Partner Agreement (“Agreement”) is made on 31st Day of May, 2024 and entered into
by and between:
WHEREAS the Company and the Channel Partner wish to enter into a mutually beneficial
relationship wherein both the parties may collectively facilitate the sale, resale, implementation,
integration and distribution of the Company’s products in the territory of United States of
America. The Company is in the business of Designing and Manufacturing of engineering
equipment.”
The parties hereby agree to the following terms and conditions:
Purpose:
The intent of this Agreement is to set out the broad terms and conditions of the arrangement
between the Company and the Channel Partner for sale, marketing, promotion and customer
relationship management.
Products:
The Product as Listed in “ Schedule I”. The Channel Partner shall render his services as
mediator and on behalf of the Company for sale of the mutually decided Products being
Designed and Manufactured by the Company, which are offered under this Agreement.
Sales:
The Channel Partner shall offer to sell to its clients, Products at the Sale Price as
recommended by the Company.
Marketing Collateral:
The Company will provide necessary marketing support including marketing collaterals
developed by the Company like brochures, guides, FAQs, etc.
Commission:
The Channel Partner shall be paid Commission on the basis of the value of the sales by or through
them. The Company shall pay the Channel Partner Commission as per the Schedule II” and such
commission shall be subject to withholding of taxes as per the Laws of India.
Responsibilities of the Company:
• The Company shall provide support and training on any implementation and technical queries
to the client.
• The Company shall provide marketing material and information about the features of the
Company to the Channel Partner
Responsibilities of the Channel Partner:
• The Channel Partner shall not make any other representations or assurances to the client save
and except what is communicated to them in writing by the Company.
• The Channel Partner shall not be entitled to charge any commission or service fees from the
customer.
• The Channel Partner shall not use the marketing collaterals provided by the Company for
any purpose save and except as per the terms and conditions of this Agreement.
Non-Compete
The Channel Partner agrees that during the term of this Agreement and thereafter shall not develop,
market and sale of the identical or similar product directly or indirectly with any third-party
manufacturer or trader anywhere in the world. Further the Channel partner agrees that it shall not
engage or market for the competitor of the Company for the same, identical or similar product
Confidentiality:
Each Party agrees to hold the terms of this MoU in confidence and shall keep the related information
or documentation received from the other party orally or in writing for the purpose of this MoU as
confidential. Each party cannot disclose any information for use outside the purpose of this MoU
without other party’s prior written consent.
This paragraph shall not apply to any specific disclosures which may be required by law and shall
survive the termination or expiration of this MoU.
Term and Termination:
This Agreement shall commence on the effective date and shall continue in effect until terminated by
mutual consent of all Partners or by a prior written notice of 60 days.
Indemnity
The Channel Partner hereby agrees jointly and severally to indemnify The Company, their
representatives, administrators and properties from and against all action, demands, proceedings,
prosecutions, attachments, and the like arising out of its liabilities and all charges, taxes, etc.
Similarly, The Company shall be liable to indemnify/compensate the Channel Partner on account of
any losses arising due to the fault of Company.
The Company shall not, however, be liable for:
a. any payments of claims by employees of the Channel Partner
b. discharging any financial commitments made by Channel Partner.
c. Any suit on account of demands for infringement of copyright and other laws by the Channel
Partner which have no nexus with the object of the MoU being entered into.
The Company shall have the right to terminate the agreement with the Channel Partner, in case the
Channel Partner either fails to provide the services successfully as mentioned in the agreement, or
violates any of the clause mentioned in the MOU.
Amendments
This MOU may be amended or modified only by a written agreement signed by authorized
representatives of both Parties.
Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of India. Any
disputes arising out of this Agreement shall first be attempted to be resolved through friendly
negotiation. If unresolved, disputes shall be settled by Arbitration in accordance with the rules of the
international center of Arbitration and the Place of Arbitration shall be New Delhi, India.
In witness whereof, the Parties hereto have caused their duly authorized representatives to sign this
MOU as of the date(s) mentioned below in two (2) originals.
Signed by an authorized signatory on behalf Signed by an authorized signatory on behalf
of the Company of Chaneel Partner
Name: Name:
Position: Position:
Signature: Signature:
Date: Date:
SCHEDULE I
SCHEDULE II
