1. APPOINTMENT
1.PARTNER’S RESPONSIBILITY
Partner will use its best efforts to promote and sell Product and to maintain good relations with all VIJAY GLOBAL SERVICES’s customers.
⦁ Partner shall obtain from VIJAY GLOBAL SERVICES all software and supporting documents to effectively promote, market, sell, implement and Training will be provided to partner & it’s associates to do first level support of Product.
⦁ Partner agrees to sell & implement Product within established guidelines and cooperate fully with VIJAY GLOBAL SERVICES in marketing Product.
⦁ Partner will take Sale and Marketing responsibility and the orders placed by client will be directed to VIJAY GLOBAL SERVICES.
⦁ Client Audit & Sales Agreement Support: Partner shall support VIJAY GLOBAL SERVICES in terms of auditing the number of devices, location and related information, which are essential to sale-order value calculation and help Client in understanding of terms & conditions of Sales & Support Agreement and Commercials, before they sign the contract.
⦁ Installation of On-Premise Product: Global Sales Team, Support team, and Tech Team of Vijay Global Services will take the responsibility for the installation of Innomaint. Partner can coordinate with Vijay Global Services team after the sale order is reviewed & approved by VIJAY GLOBAL SERVICES. Also, hardware requirement instructions will be given by Global Tech Team of Vijay Global Services for the installation environment.
⦁ Installation of SaaS Product: Partner shall support the Global Tech Support team of VIJAY GLOBAL SERVICES in providing all sufficient information about Client-Requirement for Client-wise configurations, done remotely.
⦁ Training & Support: Vijay Global Services Support Team shall do the stand-alone, continuous user training to the Client according to the Training & Support Content – Documents / Videos, supplied by VIJAY GLOBAL SERVICES. Post sales, If required Partner shall identify an implementation associate in providing an on-demand first level (L1) support to the Client according to the SLAs, defined and agreed by Client and VIJAY GLOBAL SERVICES, while further levels (L2) of support will be provided by remote technology team of VIJAY GLOBAL SERVICES. L1 support - Partner | L2 support – VIJAY GLOBAL SERVICES Tech Support Team.
⦁ Partner bears all sales and marketing expenses in the designated Sales Territories as listed in the Exhibit A, while VIJAY GLOBAL SERVICES provides content (soft copies) for marketing and actively takes part in creation & review of marketing.
1.VIJAY GLOBAL SERVICES’S RESPONSIBILITY
VIJAY GLOBAL SERVICES agrees to provide software and Product training to Partner, which are sufficient for stand-alone prospecting, demo, presentation, sale and support of the Product. Additional training will be provided at the request of Partner at a time and place that can be reasonably accommodated by VIJAY GLOBAL SERVICES.
⦁ VIJAY GLOBAL SERVICES agrees to pay Partner’s commission within payment- processing period as explained in the partner welcome email.
⦁ VIJAY GLOBAL SERVICES will establish performance criteria necessary for Partner to maintain sales & implementation certification and will award certification on an annual basis, provided that the Partner meets the minimum requirements of sale efforts.
1.MUTUAL OBLIGATIONS
a) The parties agree that all orders submitted by Partner shall be subject to acceptance by VIJAY GLOBAL SERVICES, which acceptance shall not be unreasonably withheld. VIJAY GLOBAL SERVICES may reject any order submitted by Partner, for whatever cause which in VIJAY GLOBAL SERVICES’s sole opinion renders such order unacceptable, including, but not limited to, inadequate credit of the purchaser.
a) Each contract for Sales of Product and/or Support (if applicable), here under shall be a contract between VIJAY GLOBAL SERVICES and the customer, and Partner is expressly denied the authorization to sign such contracts on behalf of VIJAY GLOBAL SERVICES.
a) Free Trial: Partner agrees to align and be consistent with VIJAY GLOBAL SERVICES’S policies, terms and conditions on Free Trial / Annual Maintenance (AMC) program of the Product.
1.RELATIONSHIP OF THE PARTIES
a) Partner and VIJAY GLOBAL SERVICES agree that Partner serves under this Agreement as an independent sales Partner without power to bind, act for, or obligate VIJAY GLOBAL SERVICES, whether by expression, implication, or in any other manner whatsoever; nor shall Partner under any circumstance be deemed an employee of VIJAY GLOBAL SERVICES.
b) Nothing herein shall be deemed to create or have created an “agency” relationship between VIJAY GLOBAL SERVICES and Partner. Instead, Partner is an independent entity, who agreed to work with VIJAY GLOBAL SERVICES to sell its designated product, as listed in Exhibit-A.
c) Each party hereto hereby agrees to indemnify and hold the other harmless against any negligent or intentional acts by the offending party, its representatives, employees, or contractors that cause injury or damage to third parties.
1.PRICING; COMMISSIONS
Partner agrees to convey prices fixed by VIJAY GLOBAL SERVICES to an customer. Partner will not discount prices without prior consent from VIJAY GLOBAL SERVICES. The quote will be given by VIJAY GLOBAL SERVICES
⦁ From time to time VIJAY GLOBAL SERVICES shall be entitled, upon thirty (30) days notice to Partner, to amend its pricing policies with respect to Product.
⦁ As long as Partner remains active and Certified, VIJAY GLOBAL SERVICES agrees to pay, and Partner agrees to accept, commissions at the rates set out in the partner welcome email. VIJAY GLOBAL SERVICES reserves the right to amend commission mentioned in the partner welcome email from time to time, at the beginning of each new annual term.
d) Exclusions: The following costs, if any, will not be borne by VIJAY GLOBAL SERVICES:
⦁ Travel & Accommodation cost: It refers to the cost incurred in travelling of Partner to client place or any other meeting place and hotel-stays, if any.
⦁ Marketing Cost: It refers to the cost incurred in marketing to Partner’s target territory of sales.
⦁ System Infrastructure & Network Cost: It refers to the cost incurred in purchase / repair and maintenance of systems, devices, servers and network infrastructure, which might be required by the Client / Partner for test, purchase and support of the Product.
⦁ Any other cost: That is related to sales of the Product.
1.CONFIDENTIAL INFORMATION; TRADEMARKS; TRADENAMES; LICENSING
a) Partner agrees, both for itself and its officers, directors, shareholders, partners, representatives, and employees, to keep confidential and not disclose, both during the term of the Agreement and thereafter, the following (collectively, the “Confidential Information”):
i. All trade secrets and other information acquired by Partner regarding the design, production / development, marketing, or pricing of the Products or otherwise considered proprietary by VIJAY GLOBAL SERVICES with respect to the Products or any other products or processes of VIJAY GLOBAL SERVICES, and the identity of VIJAY GLOBAL SERVICES’s customers and VIJAY GLOBAL SERVICES’s other Partners and distributors.
a) Partner agrees not to make copies of the software, to distribute or duplicate the software by any means, including electronic transmission in any manner except as authorized by VIJAY GLOBAL SERVICES; and if foregoing actions are authorized, to be discontinued by Partner upon termination of this Agreement. The software contains trade secrets, and in order to protect them, Partner may not reverse engineer, decompile, or otherwise reduce the software to human perceivable form. Partner may not modify, adapt, translate, rent, lease or create derivative works based upon the software or any part thereof.
1.DURATION OF AGREEMENT; TERMINATION
a) The term of this agreement shall commence on the date the partner sign up and shall continue in full force and effect for twelve months unless terminated by either party upon 30 days prior written notice. The Termination Notice shall be sent by certified mail, postage prepaid, return receipt requested, to the other party at its address set forth above or by official email service to the email IDs, mentioned down here:
b) Email IDs:
VIJAY GLOBAL SERVICES: ats@innomaint.com | support@innomaint.com
i. If the Agreement is terminated by VIJAY GLOBAL SERVICES as a result of a breach of the terms of this Agreement or any misconduct by the Partner, or Partner’s shareholders, officers, or principal employees, or the ability of Partner to fulfill its obligation to VIJAY GLOBAL SERVICES, as reasonably determined by VIJAY GLOBAL SERVICES, then, VIJAY GLOBAL SERVICES shall have no further obligation to Partner.
ii. If the Agreement is terminated by VIJAY GLOBAL SERVICES due to Partner’s inability to fulfill Certification requirements as provided on Exhibit A, then Partner shall be entitled to receive commissions for all orders placed for commission-able Product prior to the date of termination. In this case the commissions, applicable so far on the pro-rata basis will be calculated and the payment will be processes within 60 days of termination.
i. If the Agreement is terminated by Partner, for whatever reason, then VIJAY GLOBAL SERVICES is obligated to pay commissions for commission-able Product executed up to the date of Termination only on pro-rata basis.
a) Notwithstanding the termination provisions of subsection (a) above, VIJAY GLOBAL SERVICES and Partner each reserve the right to terminate this Agreement at any time, upon immediate notice, in the event that the other party breaches any of the terms, conditions, or provisions set forth in this Agreement. If Partner is an individual, this Agreement shall also automatically terminate in the event of the death of Partner.
b) Upon any termination of this Agreement and for a period of sixty (60) days thereafter, Partner agrees, upon request of VIJAY GLOBAL SERVICES, to cooperate with and render all reasonable assistance to the person or persons designated by VIJAY GLOBAL SERVICES to represent VIJAY GLOBAL SERVICES in the Territory.
a) The termination of this Agreement shall not relieve Partner of its obligation under subsection 8 (c) above nor under Section 7 above, all of which obligations shall survive any termination of this Agreement.
1.MISCELLANEOUS
a) Waiver - The failure of either party to exercise any right hereunder shall not be deemed to be a waiver of such right or any other right, nor a waiver of any continuing or subsequent breach or default of this Agreement by the other party.
b) Severability - Each term, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. If there is any conflict between any term, condition or provision, by law or regulation, the latter shall prevail; provided, that any such conflicting term, condition, or provision shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and the remainder of this Agreement shall not be affected thereby.
c) Pronouns; Plurals - All pronouns and any variations hereof shall be deemed to include the masculine, feminine, singular, and plural thereof as the context may require. In addition, all nouns shall be deemed to include the singular and plural thereof as the context may require.
d) Assignment - This agreement may not be assigned by Partner without the prior written consent of VIJAY GLOBAL SERVICES.
e) Confidentiality: Partner will not at any time or in any manner directly or indirectly, use for the personal benefit of Partner, or divulge, disclose, or communicate in any manner any information that is proprietary to VIJAY GLOBAL SERVICES. Partner will protect such information and treat it as strictly confidential.
f) Binding Effect - This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal and legal Partners, successors, and permitted assigns.
g) Entire Agreement - This Agreement supersedes any previous agreements between the parties hereto, whether expressed or implied, oral or written. The parties represent that there are no oral agreements, representations, or understandings between them which are not set forth in this Agreement, and that this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement shall not be amended or modified except by a writing duly executed by the parties here to.
a) Governing Law; Jurisdiction - This Agreement and all rights, remedies, and obligations under this Agreement, including matters of construction,validity, and performance, shall be governed exclusively by the laws of the District Court, Madurai, Tamilnadu – India without regard to Juridical’s choice of law provisions. This Agreement shall be enforceable in any state within India or Indian court of competent jurisdiction; provided, that each party specifically consents to, and agrees that such party is subject to, the jurisdiction of the state and District Court, Madurai, Tamilnadu – India with respect to any actions for enforcement of or breach of this Agreement.
b) Counterparts - This Agreement may be executed in one or more counterpart copies, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have caused this Agreement to be executed as of the date first above written.
Exhibit A
Vijay Global Services, India Sales & Implementation
Partner Pricing Chart
Designated Product: Innomaint – Proprietary Software of Vijay Global Services, India.(www.innomaint.com)
Designated Services: Implementation, First-Level Support and Client-Liaising
The product Pricing – the Innomaint product comes in the below 2 flavors. The Pricing will be sent to your email while signing up.
1. Facility Asset Maintenance Software for the factory or a facility for maintaining their own assets.
2. Facility Field service Management Software – for a company in the business of providing the hard / engineering service to its customer and for a company in the business of providing any Facility Maintenance service to his customer.
Partner Commission Percentage for SaaS Model:
1.Referral Partner
Partner shall receive a commission for Invoice value of Product plan corresponding to sale order for
i) 40% Revenue share for New Orders (brought in by the partner)
ii) 30% Revenue share for Renewing Orders on second year (provided partner follows up with the customer and convinces the later in renewing the SAAS subscription)
iii) 20% Revenue share for Renewing Orders from the third year (provided partner follows up with the customer and convinces the later in renewing the SAAS subscription)
Partner Commission Percentage for On-Premise Model:
Partner shall receive a commission of 20% for Invoice value of Product Cost corresponding to sale order.
1.Reseller Partner
Partner will be given 25% discount on the Invoice value of Product plan corresponding to sale order for both SaaS Model & On-Premise Model(One Time Cost)
The sum of commission amounts will be calculated at the end of every month. The report will be shared to both VIJAY GLOBAL SERVICES and the Partner.
Payment Processing Period:
The commission-payment will be calculated every month based on the no of clients on boarded by the partner. Upon realization of payment by the client the commission will be released to the partner 10th of every month.
In the event of any tax deduction, the TDS certificate will issued to the partner (based on Country Terms if it is applicable).
SALES SUPPORT NO: +91-9384833830
PRODUCT SUPPORT NO: +91-7539978399
Contact Details
Vijay Global Services -Madurai Corporate Office
Address: No: 1/469, 3rd Street, Poriyalar Colony, Thirupalai, Madurai 625 014,
Tamilnadu, India
Website: www.vijayglobal.com. www.innomaint.com
Vijay Global Services (A Group of SMI Companies) - Chennai Office
Address: No: 37, Bhuvaneshwari Street, R.V.Garden, West Tambaram, Chennai - 600045, TN, India
Website: www.vijayglobal.com. www.mookambikainfo.com
SMI Middle East Office
Address: No: 7, Floor 29, Aspin Commercial Tower, Shekh Zayed Road, Dubai
Website: www.smimiddleeast.com
Please call us to discuss for any other information required.
INNOMAINT CLIENTS WORLD WIDE
AWARDS & RECOGNITIONS
This Mutual Confidentiality and Non-Disclosure Agreement (this “Agreement”) is entered by and between Vijay Global Services, (the “Provider”) with its principal place of business at 31, 3rd Floor, Town Hall Road, Madurai - 625001, Tamilnadu, India, and YOU
WHEREAS, Reseller serves to Company (“Principals”) in providing sales and marketing services in the agreed locations, and
WHEREAS, in the course of the provision of Sales and Marketing Services for Reseller’s Principals, each party (a “Disclosing Party”) may disclose to the other party (the “Recipient”) certain Confidential Information (as such term is defined herein below), which shall be deemed to be confidential; and
WHEREAS, the Confidential Information may be disclosed in many such form(s) including oral and/or written disclosure, disclosure through training and/or disclosure through observation of products or prototypes of products, services, business plans, business documents, materials and/or property;
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
Definition
“Confidential Information” means, in respect to each Party:
⦁ Any information in which such Party claims a proprietary and/or confidential interest;
⦁ All confidential matters of such Party including, without limitation, technical know-how, trade secrets, technical data, new product strategy, new products or processes, analysis, compilations, concepts, technical processes, formulae, recipes, specifications, inventions, research projects, customer lists, pricing, pricing policies, operational methods, financial information, marketing information and other business affairs;
(c) Any information of a confidential nature concerning such Party’s customers, suppliers or employees; and
(d) Any information such Party has received from others which they are obliged to treat as proprietary and/or confidential.
The Confidential Information of either Party includes all of the above information with respect to any entity controlling, controlled by, or under common control with, such Party.
Confidential Information shall not include information which: (a) is in the public domain prior to the date of its disclosure to Recipient by the Disclosing Party; (b) is known and can be shown to be known by Recipient prior to the date of its disclosure to Recipient by Disclosing Party; (c) becomes part of the public domain by publication or otherwise, and is not the result of any unauthorized act or omission on the part of Recipient; (d) can be demonstrated to have been supplied to Recipient by a third party who is under no obligation to the Disclosing Party to maintain such information in confidence; or (e) is independently developed by Recipient without the use of the Confidential Information.
⦁ Obligation of Confidence
Each Party hereby acknowledges and agrees that the Confidential Information constitutes valuable information, and the provisions of this Agreement are necessary to protect the secrecy and confidentiality thereof. Recipient shall (i) maintain the Confidential Information in strict confidence and take all reasonable steps to prevent its disclosure to third parties; (ii) use at least the same degree of care as Recipient uses in maintaining the secrecy of its own Confidential Information (but no less than a reasonable degree of care); and (iii) prevent the removal of any proprietary, confidential or copyright notices placed on the Confidential Information.
⦁ Recipient may use the Confidential Information only in connection with the performance of the reseller Sales and Marketing Services with Company. Recipient shall not, at any time, make any use of the Confidential Information for any other purpose.
⦁ Recipient shall keep the Confidential Information confidential at all times and shall not disclose the Confidential Information to any person including its employees except to its employees, representatives, advisors and agents who have a need to know such information in connection with assisting Recipient for the purposes set forth in paragraph 2(b) above and who are required to keep such information confidential.
⦁ Notwithstanding the foregoing in this Section 2, Recipient may disclose to Principals, on Whose behalf it is performing Reseller Sales and Marketing Services with Company, and who have a need to know the Confidential Information provided that: (i) Company has been notified of the identity of such Principals and has agreed to the disclosure of Confidentiality Agreement under this Section 2(d), (ii) only the necessary portions of Confidential Information required by such Principals to evaluate and utilize the Reseller Sales and Marketing Services is disclosed, and (iii) Principal has a Confidentiality Agreement in place with Company or has a Confidentiality Agreement acceptable to Company in place with Recipient.
⦁ Return of Materials and Information
All Documents made available hereunder, including all copies, notes, summaries, and abstracts thereof, shall be returned to the Disclosing Party or destroyed upon completion of the Reseller Sales and Marketing Services with Company or upon written request by the Disclosing Party, and Recipient shall certify in writing that it has complied with the provisions of this Agreement.
⦁ Patent, Copyright or Trademark Infringement.
Nothing in this Agreement is intended to grant any new or additional rights under any patent, copyright or trademark, nor shall this Agreement grant the Parties any new or additional rights in or to the Confidential Information, except the limited right to review and use such Confidential Information for the purpose outlined herein.
⦁ Ownership.
As between the Parties, all Confidential Information shall remain the property of the Disclosing Party. Recipient agrees not to assert any claim of ownership to the Confidential Information of the Disclosing Party or any portion thereof. Nothing set forth in this Agreement shall require Parties to share any Confidential Information with the other, and the Disclosing Party makes no representation or warranty as to the accuracy or completeness of any Confidential Information disclosed hereunder.
⦁ Injunctive Relief
It is understood and agreed that damages are an inadequate remedy in the event of a breach or intended or threatened breach by any Party under this Agreement and that any such breach by any party will cause irreparable harm, injury and damage; accordingly, the Parties agree that the damaged party maybe entitled, without waiving any additional rights or remedies (including monetary damages) otherwise available to it at law, or in equity, or by statute, to seek preliminary and permanent injunctive relief in the event of a breach or intended or threatened breach by any Party.
⦁ Survival
The foregoing obligations of all Parties shall continue for a period of two (2) years from the date of last disclosure of Confidential Information by either party, unless a specific portion of the Confidential Information disclosed becomes generally known to the public before the expiration of such two (2) year period through no fault of the Receiving Party. However, with respect to trade secrets, such obligations will survive for so long as such Confidential Information constitutes a trade secret under the Uniform Trade Secrets Act.
⦁ Governing Law
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF THE PRINCIPAL PLACE OF BUSINESS OF COMPANY AS SET FORTH IN THE FIRST PARAGRAPH ABOVE (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW) AS TO ALL MATTERS, INCLUDING BUT NOT LIMITED TO MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, PERFORMANCE AND REMEDY. The county in which the principal place of business of Company is located as set forth in the first paragraph above and any legal proceedings to enforce the provisions hereof may be brought in to the Jurisdiction of Madurai, Tamilnadu, India.
⦁ Miscellaneous.
This Agreement constitutes the final, complete and exclusive agreement between the Parties concerning the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, written or oral, between the Parties with respect thereto. Any modification, rescission or amendment of this Agreement shall not be effective unless made in a writing executed by both Parties. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision(s) had never been contained herein, provided that such invalid, illegal or unenforceable provision(s) shall first be curtailed, reformed, limited or eliminated to the extent necessary to remove such invalidity, illegality or unenforceability with respect to the applicable law as it shall then be applied. Any waiver of, or promise not to enforce, any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. The undersigned each represents that it has been duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, including facsimile copies, but such counterparts together shall constitute but one and the same instrument.
