Sales Partner agreement

ASSOCIATION AGREEMENT

THIS ASSOCIATION AGREEMENT (Hereinafter referred as “Agreement”) is made and executed on this _20_day of _6 , 2023 (“Effective Date”) by and between

Mr. Nil Chudasama, in capacity of Proprietor / Partner / Designated Partner / Director at 44Services, an Indian Firm, having its PAN number as _BNPPC5032H_ with office located at: Paliyadhar, Dhameliya No Delo, Bhavnagar, Gujarat – 364001, Gujarat, India, (hereinafter known and referred to as “Company” and/ or “First Party” which expression shall mean and include its legal heirs, administrators and permitted assigns)

AND

_______________________,an Individual, having its PAN Card number as _______________________and whose address is _________________________________________________, (“hereinafter referred to as “Agent” or “You”, which expression shall, unless repugnant to the context or meaning thereof mean and include its successors-in-title and assigns) of the second / other part (y).

Company and Agent are collectively referred to as “the Parties” and individually as “the Party”.

By accepting this agreement, you agree to be bound by all the terms and conditions of this agreement.

WHEREAS

COMPANY is into a business of providing local search for different services in India over the phone, website and mobile apps. It is a services aggregator wherein he has envisaged in creating a one stop platform for all the users to avail all local services such as plumbers, hotels, carpenters, restaurants, travels, groceries, etc., from this one platform. It has created a secure network of users and service providers wherein service providers will provide services to the users and users shall make payment to the Service Providers.

Agent is an individual who has a good network of connects which requires services pertaining to services which COMPANY is Providing from time to time (Now further known and addressed a/s “Services”, as mentioned in (a) above). Agent proposes its sales and marketing efforts to COMPANY for further association and hence this agreement.

The Parties have agreed for the purpose wherein the Agent will form sales, marketing and supportive relationship for the business of the Company and to secure potential Service providers who can list their services on company’s website and provide services to the end clients through the Company upon the terms and conditions of the Agreement thereof (“Objective” / “Purpose”).

The Parties have agreed to enter into this Agreement to govern the obligations and contractual rights of the Parties in respect of implementing the objective of this agreement, upon the terms and conditions here of: –

It is hereby agreed as follows

1. Definitions

In this Agreement, unless the contrary intention appears:

“Confidential Information”	means confidential information of a party which relates to the subject matter of this Agreement and includes: Confidential information relating to prospects, solutions, proposals, pricing, costing, software, source code, business plan, internal information etc.; information relating to the personnel, policies or business strategies; (c) the Deliverables; (d) information as mentioned in this Agreement and as may be shared by company to Agent pursuant to this association (whether in writing and otherwise);
“Force Majeure”	means a circumstance beyond the reasonable control of the Parties and which results in Party being unable to observe or perform on time an obligation under this Agreement. Such circumstances shall include but shall not be limited to: acts of God, lightning strikes, earthquakes, floods, drought, storm, tempests, mud slides, explosions, pandemic, fires and any natural disaster; (b) acts of war, acts of public enemies, terrorism, rights, civil commotion, malicious damage, sabotage and revolution;
“Party”	means either COMPANY and Agent as the context dictates;
“Schedule”	means the schedule to this Agreement;
“Service Provider”	Third party service providers who will be on boarded by the agent on the Company’s website. These Service providers shall provide services to the end clients through the Company.

2. Interpretation

In this Agreement, unless the contrary intention appears:

(a) clause headings are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer;

(b) a cross reference to a clause number is a reference to its sub-clause;

(d) words importing a gender include any other gender;

(e) a reference to a person includes a body, whether corporate or otherwise;

a reference to a clause is a reference to a clause or sub-clause of this Agreement;

(g) a reference to a sub-clause is a reference to a sub-clause of the clause in which that reference is made;

(h) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

(i) a reference to a Schedule includes a reference to any part of that Schedule which is not physically annexed to this Agreement but which is incorporated by reference with mutual consent of both parties;

(j) the recitals to this Agreement do not form part the Agreement; and

(k) monetary references are references to US dollar and/or Indian Rupees as mentioned in this agreement specifically for currency.

3. TERM & TERMINATION

3.1 This Agreement shall commence for a LIFETIME (__) months/years period from 20/06/2023 (“Effective Date”)and remain enforceable unless terminated upon the occurrence of any of the events contrary to terms of this agreement thereof and/or as per termination executed in line with terms of this clause.

3.2 The term of this Agreement shall be auto renewed for one-year every time, unless terminated by either of the parties in writing.

3.3 Either parties may terminate the agreement by providing a written notice of 90 days to each other, without assigning any reason thereof; The company may terminate the agreement by providing 15 days to the Agent, however, the termination should be in line with breach of any of the clause of this agreement, post remedial time of 10 days’ time provided for rectifying the breach done by the Agent.

3.4 Survival: Upon such termination all rights and duties of the parties toward each other shall cease except Confidentiality & IPR Obligations, Non–Solicitation and non-circumvention, Service Provider retention and Commercials – post termination, Jurisdiction, Indemnity & Resolution of Dispute and the clauses having ongoing survivability in nature, shall survive termination of this Agreement up to a period of Five (5) years post termination.

3.5 No Termination Liability. Each party acknowledges that the rights of termination hereunder are absolute. Neither party will incur any liability or compensation obligation whatsoever for any damage (including, without limitation, damage to or loss of goodwill or investment), loss or expenses of any kind suffered or incurred by the other (or for any compensation to the other) arising from any termination of this Agreement by such party that complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses.

4. CONFIDENTIALITY & IPR

COMPANY (Disclosing Party / Discloser) may disclose to the Agent (Receiving Party / Receiver), either orally or in any recorded medium, information comprising or relating to its: techniques; schematics; designs; contracts; financial information; sales and marketing plans; business plans; users; users data; business affairs; operations; strategies; inventions; methodologies; technologies; employees; subcontractors; pricing; service proposals; methods of operations; procedures; products and/or services. With respect to the Disclosing Party, “Confidential Information” shall also include any written information that may be marked ‘Confidential’ or not and all confidential and proprietary information, whether orally or in writing, that may or may not be designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, users accounts/ database, training material, processes, organizational structure, marketing philosophy and objectives, project plans, data models, strategy and vision statements, business initiatives, business requirements, systems design, methodologies, engineering design, models, plans, cut-outs, processes, competitive advantages and disadvantages, financial results, product features, software applications, systems, operations, technology, user lists, user account information, product development, advertising or sales programs all other non-public information relating to the foregoing, specifications, drawings, sketches, models, samples, data, computer programs (including all source code and object code) or documentation, technical information, methods of operation, or other business information or confidential information of the customers and any other information which would give either party, an opportunity to obtain an advantage over its competitors or which either party is ethically obligated or is obligated under applicable laws to protect from unauthorized sources, materials, data, business and marketing plans, technology and technical information, product designs and intellectual property. This prohibition includes data-mining and data analytics, including any processing involving aggregated, anonymized, non-identifiable or generalized information or data. The Disclosing Party recognizes that they have received and, in the future, will receive from third parties their confidential or proprietary information subject to a duty on their part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Disclosing Parties agree that they owe each other and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out their Services consistent with their agreement with such third party. The Receiving Party agrees to treat such Information (if made available by the Disclosing Party to Receiving Party) as Confidential according to the terms and conditions of this Agreement. “Disclosing Party” shall be disclosing the Confidential Information to Recipient/Receiving Party in order for the Recipient to evaluate the use as such or with modifications for the purpose of attaining business objectives anticipated by the parties.

All the IPR developed during the period of association shall have sole and exclusive ownership of COMPANY and/or of the Service Provider which it services under this agreement; Agent shall have no right, ownership, royalty etc., but not limited to, over such IPR developed by COMPANY.

Intellectual Property Rights means any and all patents, copyrights, moral rights, author’s rights, rights of publicity, mask work rights, trademarks, service marks, trade names, trade secrets, know-how, contract rights, licensing rights or other proprietary or intellectual property rights under the laws of any jurisdiction, whether now existing or hereafter arising.

Ownership of Background Works. Each party shall continue to own all right, title and interest to its Background Works. All materials pertaining to Background Works (including, but not limited to, reports, documents, prototypes, data, drawings, models, code, applications) and any Intellectual Property Rights thereto which are submitted by a party to the other for the performance of this Agreement shall remain the submitting party’s property. It is expressly understood that neither party shall use such Background Works belonging to the other party except to fulfill its obligations under this Agreement and for no other purpose.

Company reserves the right to use, reassign, redistribute etc., but not limited to, the use of solutions produced by Agent and the derivative works which shall happen pursuant to this agreement

TRADEMARK LICENSE

During the Term, Agent will have the non-exclusive, royalty-free right to use in the territory company’s then-current names, marks, logos, marketing messages and other identifiers solely for the marketing, co-branding and purposes expressly authorized in this Agreement and subject to the terms and conditions of this Agreement. However, all those trademarks are sole and exclusive property of company, which are permitted by the Agent to use in a limited manner as may be permitted by the company from time to time. Company shall have complete right and discretion to revoke such permission (without assigning any reason thereof) at any time during the agreement cessation. Nothing herein will grant either party any right, title or interest in the Trademarks of the company. Agent acknowledges that all use and goodwill associated with the Trademarks of the Company will inure to the benefit of the Agent. Upon termination or expiration of this Agreement, Agent shall cease using Trademarks of Company.

4.2 Obligation of Receiving party:

Recipient hereby agrees:

a. “Recipient” will hold the Confidential Information in complete confidence and not disclose the Confidential Information to any other person or entity, or otherwise transfer, publish, reveal, or permit access to the Confidential Information without the express prior written consent of “Disclosing Party”

b. “Recipient” will not copy, photograph, modify, disassemble, reverse engineer, de-compile, or in any other manner reproduce the Confidential Information without the express prior written consent of “Disclosing Party”. If any Confidential Information is delivered to “Recipient” in physical form, such as data files or hard copies. “Recipient” will return the Confidential Information, together with any copies thereof, promptly after the purpose for which they were furnished has been accomplished or upon the request of “Disclosing Party”. In addition, upon request of “Disclosing Party” “Recipient” will destroy materials prepared by “Recipient” that contain Confidential Information.

c. “Recipient” shall use Confidential Information only for the purpose of and for no other purpose. Without limiting the generality of the previous sentence, “Recipient” specifically agrees not to sell, rent, or otherwise disclose any of ‘Disclosing Party’s Confidential Information to any competitor of “Disclosing Party” nor will “Recipient” use the “Confidential Information” to directly or indirectly contact or contract with any of “Disclosing Party’s” employees, vendors, contractors and agents who carry out or otherwise fulfil the services on behalf of “Disclosing Party” (its affiliates). “Recipient” shall promptly notify “Disclosing Party” of any disclosure or use of Confidential Information in violation of this Agreement.

d. Prior to the disclosure of any Confidential Information to third parties, “Receiving Party” will obtain a written consent from disclosing party:

i. to hold all Confidential information in confidence and not use it for any purpose not expressly consented to by the Disclosing Party; and

ii. to return all Confidential Information immediately after the third party has completed the work for which the Confidential Information was disclosed.

4.3 Return of Confidential Information:

Upon the Disclosing Party’s request, the Receiving Party will promptly return to the Disclosing Party all copies of the Confidential Information in any form and/or will destroy all notes, abstracts and other documents that contain Confidential Information, and will provide to the Disclosing Party a written certification of an Officer of the Receiving Party that it has done so. This would also mean destroying and deleting any information in Electronic Form.

5. INDEMNITY AND LIMITATION OF LIABILITY

The Agent shall indemnify and hold COMPANY (includes all its employees, representatives, advisors, vendors, etc.) harmless from any losses, liabilities, damages, claims, payments, liens, judgments, demands, costs and expenses (including reasonable attorney’s fees), which COMPANY may suffer as a breach of this Agreement by the Agent or by any third party or otherwise pursuant to this agreement. In no event shall Company, its officers, directors, employees, advisors, vendors, service providers and/ or agents, be liable to the user for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any (i) errors, mistakes, or inaccuracies, (ii) personal injury or property damage, of any nature whatsoever, resulting use of our service, (iii) any unforeseen outcome (not under gross negligence and willful misconduct) while delivering the services as envisaged under this agreement, or otherwise made available via the Agent’s client, whether based on warranty, contract, tort, or any other legal theory, and whether or not client is advised of the possibility of such damages.

The foregoing limitation of liability shall apply to the fullest extent permitted by law in India. Some global jurisdictions may allow the prudence and enforceability of certain warranties, like the implied warranty of services fitness for a particular purpose etc.; however, as the jurisdiction of India is clearly defined and agreed upon for India, company excludes all such warranties and strongly advises Agent/ to proceed with the association with the COMPANY’s services only if he/she agrees with the Terms and Conditions and Privacy Policy of the company, from time to time, as stated on the COMPANY’s website. In no case, COMPANY’s liability shall exceed the payment made to Agent pursuant to this agreement.

6. SCOPE OF THE WORK AND COMMERCIALS

6.1 Scope of Work:

COMPANY has various models for getting associated, wherein this agreement is specifically related to the Presentation shared earlier; The salient features and scope of association is as agreed and mentioned below:

Agent herein is permitted to continue using their brand along with getting associated with COMPANY; COMPANY hereby grants a limited, non-exclusive, revocable usage permission of COMPANY’s brand and services therein. COMPANY at any point of time may withdraw this permission, without assigning any reason thereof, at its sole discretion. Agent may showcase COMPANY’s services to other potential business associates, subject to non-infringement of any rights which are accrued in completeness upon COMPANY.
Agent shall support in marketing activities wherein Agent reserves the rights to market the Company’s brand name and services as may be appropriate, at COMPANY’s discretion. Any cost related to marketing or otherwise, if not preapproved by COMPANY, shall not stand valid and shall not be payable to Agent.
COMPANY shall support with manpower resources with context to pre-sales as well as post-sales services; however, such services shall be made available by COMPANY at a discounted rate which shall be defined by parties mutually from time to time.
The Agent having a local territorial presence, is bound to provide the services as may be required by COMPANY from time to time
Agent being aware of local laws, rules and regulations, shall guide COMPANY in the compliance and related legal part, as per the then existing laws at local jurisdiction level
Agent shall be in-charge to keep the liasoning done in continuous manner and interactions with service providers at a periodic interval as agreed between the parties
Agent shall be primary responsible for entire sales and marketing for the territory. Agent shall additionally perform all the post sales services as may be required by company to towards the Service Provider from time to time

Agent acknowledges that it must abide by and comply with any and all applicable laws, including, but not limited to, the Data Security laws and that personal information of any kind – is strictly confidential and that Agent will not access, use, disclose or share such information in violation of such laws or the terms of this Agreement and the applicable SoW, from time to time.

6.2 Commercials:

The Company have agreed to pay 25% commission on the registration fees of the service providers that the agents on board with the Company as per the terms of this agreement, as defined in the scope of work under this agreement. Post registration confirmation of the service providers with the Company, the 25% of the registration fees that the Company would receive from Service Provider, shall be provided to the Agent at the end of every month.

All the local expenses (whether direct or not) shall be borne solely by Agent. COMPANY shall not be reimbursing, sharing any cost towards sales, marketing, liasoning etc., which happens to be Agent’s scope of work.

Any kind of promotional materials like digital ads / print ads / brochure / leaflet etc., but not limited to, shall be pre-approved by COMPANY and then released for general public by Agent. Agent affirms that it shall never misuse the brand name of COMPANY and tarnish its repute in any manner what so ever.

Agent shall not take any kind of loan, credit line, stake any assets whether tangible or not of the property created under this agreement) of Service Provider or otherwise) without written consent of COMPANY.

It may be noted that entire revenue shall be booked into COMPANY’s bank account. Post deduction of agreed upon expenses, if any, COMPANY shall then share the agreed upon above mentioned commission structure with the agent. Agent shall be raising invoice with respect to its share as mentioned in the sub-clause above.

7. GENERAL PROVISIONS.

7.1 Agency

Neither party shall have nor represent that it has, any power, right or authority to bind the other party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party or in the other parties name except as expressly set forth herein. Nothing stated in this Agreement shall be construed as creating the relationships of employer and employee.

7.2 Force Majeure

The failure of either party to perform any obligation otherwise due as a result of governmental action, law, order, regulation direction or request, or as a result of events such as war, act of public enemy, strike or other labor disturbance, delays of subcontractors, fire, flood, acts of God or any causes of like or different kind beyond the control of either party is excused for so long as said cause exists to the extent such failure is caused by any such event.

7.3 Publicity

All notices to third parties and all other publicity concerning this Agreement or using either Party’s name must be approved in writing in advance by the other Party, such approval not to be unreasonably withheld. The parties hereto further agree that neither party shall disclose the existence, the terms or conditions, or the subject matter of this Agreement without prior written consent of the other party.

7.4 Language

This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other language shall be for accommodation only and shall not be binding upon the parties hereto.

7.5 Assignment

Neither Party shall assign any of its rights or privileges hereunder without the prior written consent of the other party except to a successor in ownership of all or substantially all of the assets of the assigning party and provided further that the successor shall expressly assume in writing the performance of all of the terms and conditions of this Agreement to be performed by the assigning party.

7.6 Notice

Written notice provided for any reason pursuant to this Agreement shall be effective as of the date of mailing when sent to the other party via registered or certified mail or return receipt requested to the address shown below:

For Agent:

___________________________

___________________________,

___________________________.

For COMPANY:

___________________________

___________________________,

___________________________.

7.7 Waiver

The failure of either Party at any time to require performance by the other of any provision hereof shall not affect the right of such party to require performance at any time thereafter, nor shall the waiver of either Party of a breach of any provision hereof be taken or held to be a waiver of a provision itself.

7.8 Severability

If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not affect the validity or enforceability of any or all of the remaining portions thereof.

7.9 Jurisdiction

This Agreement shall be governed by the laws of India and the Parties shall submit to the sole and exclusive jurisdiction of the Bhavnagar, Gujarat, India Courts. Agent clearly understands that COMPANY being a global company having its associates/ Agents across the globe and principle cause of action (Services) being at Bhavnagar, Gujarat, India, the same shall have exclusive and sole jurisdiction without any further ambiguity.

7.10 Non- Solicitation and Non- Circumvention

During the Term of this Agreement and for a period of LIFETIME (__) months/years following its termination by either Party for any reason, Agent shall not solicit, recruit, hire, induce, solicit or interfere in any manner with COMPANY’s employee, on boarded and/or past Service Provider, vendors, suppliers, third party etc., but not limited to. Agent clearly understands that all the Service Provider of COMPANY, whether bought in by Agent or directly, remains sole IPR and associate of COMPANY and Agent in no way shall circumvent COMPANY (now and in future) to solicit COMPANY’s business with these ongoing / prospective Service Provider or users. Breach of this clause shall be punishable under applicable laws of India along with upfront payment to be made by Agent for INR. 10,000 (Rupees Ten Thousand Only). Agent further agrees that it shall not circumvent COMPANY in any manner in order to bypass any prospective / existing business which COMPANY is having or is going to have. The obligation of this clause also covers that the Agent shall not divert the existing business of company to any other entity / individual for a period of 5 years post termination of association with the company.

7.12 Service Provider Retention and Commercials, Post termination

Post termination of this agreement, Agent pledges and hereby confirms on the oath that it shall not contact any Service Provider or user serviced under this association during the tenure of this agreement. All the Service Providers shall be associated with the COMPANY and shall further continue retaining them post termination of this agreement; However, COMPANY shall continue paying 25% of the Commission to Agent if the Service Provider introduced by the Agent confirms post termination of the agreement with the Agent. Agent confirms that neither they themselves nor their associate, subsidiary, etc., but not limited to, shall contact any of the Service Provider or end-client on boarded during as well as after this association gets terminated. This non-circumvention clause shall survive the termination of the agreement.

7.13 Dispute Resolution:

a. Amicable Settlement: If any dispute arises between the Parties in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement (“Dispute”), the disputing Parties hereto shall endeavour to settle such Dispute amicably. The attempt to bring about an amicable settlement shall be considered to have failed if not resolved within thirty (30) days from the date of the Dispute.

b. Arbitration: If the disputing Parties are unable to amicably settle the Dispute in accordance with any of the clause of this agreement hereof, within the period specified therein, any party to the Dispute shall be entitled to serve a notice invoking this Clause and making a reference to arbitration.

The arbitration shall be conducted and managed by a single arbitrator digitally. All disputes and questions whatsoever which shall arise either during the currency of this Agreement or afterwards, between the Parties concerning this Agreement to this single Arbitrator The decision of the arbitrators shall not be final and binding on the Parties.
The place of arbitration shall be Bhavnagar, Gujarat (India) and all arbitration proceedings shall be conducted in the English language. Judgment upon any arbitral award rendered hereunder may be entered in court, having the above jurisdiction at Bhavnagar, Gujarat, India, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The Courts at Bhavnagar, Gujarat, India shall have final and exclusive jurisdiction on all questions relating to the validity of the arbitration provisions and the law governing interpretation of these arbitration provisions.

7.14 Warranties / Disclaimers:

COMPANY sites, services, and software are provided “as is,” with no warranty, implied or statutory, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. COMPANY disclaims any implied, express, or statutory warranties regarding the security, reliability, timeliness, and performance of the solutions & services, including information or advice obtained through the company. 7.1 Each party warrants to the other that it has full power and authority to enter into this Agreement.

EACH OF THE COMPANY’S PRODUCT(S) IS PROVIDED “AS-IS”, WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR PERFORMANCE. THE LIABILITY TOWARDS ANY THIRD PARTY ARISING FROM THE LICENSE OR USE OF THE PRODUCT(S), HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED RS. 10,000/-. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, MORAL, INCIDENTAL, SPECIAL, ECONOMIC, COVER, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, DATA OR DATA USE (INCLUDING LOSS OF USE OR OF DATA, LOSS OR INACCURACY OR CORRUPTION OF DATA), TIME OR COMPUTER PROGRAMS; PRODUCTS LIABILITY; OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Miscellaneous Clauses:

Ownership: Agent hereby agrees to assign company all rights, titles and interests generated in, to and by the service under the tenure of Agent association with company. All Services and work thereof shall be considered to be the sole and exclusive property of the company; Agent will not have any rights of any kind whatsoever in/by such service deliverable. This is a continuation clause and holds true and binding even after Agent exits from the association contract with company. Agent will not be entitled to show any work executed by them as their personal work/achievement when such work has been said and has been produced / generated / created / executed within the tenure of this agreement being in force.

Parties Advised by Counsel: This Agreement has been negotiated between unrelated parties who are sophisticated and knowledgeable in the matters contained in this Agreement and who have acted in their own self-interest. The parties are sophisticated and were represented by counsel during the negotiation of this Agreement. Agent has had the opportunity to review the content and meaning of this Agreement with its counsel. As a result, the parties agree the presumption of any laws or rules relating to the interpretation of contracts against the drafter thereof should not apply, and hereby waive any such presumption. In no event will any ambiguity in this Agreement be construed against the drafter hereof.

Note: As the form in the sales partner agreement is digital, signature of the agent is not required.

Place: Bhavnagar, Gujarat, India