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PARTNERSHIP AGREEMENT This Partnership Agreement (Agreement) is dated on April 2, 2011(Effective Date), by and between Glow Networks Pvt

Ltd with its office at Glow Networks Pvt Ltd., A CSS Corp Company, 2nd Floor, Block B, Brigade Software Park, Plot No 42, 27th Cross, BSK II Stage, Bangalore-560070, India (hereinafter referred as GLOW) and Mr Prashanth Rao with his office at No.199, PRADYOTH, 4th Main, 2nd Cross, Coffee board layout, Hebbal Kempapura, Bangalore-24(hereinafter referred as PARTNER); to be individually referred as party and collectively as parties. RECITALS:

a.Whereas the parties are in the business of providing IT & Telecom support services
across the software development lifecycle and technology operations management outsourcing services having specialized skills and experience in their respective areas, as specifically described hereunder.

b.The specific services (Services) to be performed by each party will be set forth in one
or more Schedule(s) [ Schedule A / Schedule B / Schedule C, as defined below, together referred to as Schedule(s)] that the parties may execute pursuant to this Agreement. Such Schedule(s) shall be considered as part of this Agreement and be governed by the provisions of this Agreement.

c.PARTNER shall, from time to time, approach the Potential Client(s) for appropriate
business opportunities. Service agreement (Business Contract) will thereafter be executed by either of the parties herein with such Potential Client(s).

d.The nature of services to be provided by each party and their respective rights and
consideration thereof with respect to each particular Potential Client shall be dealt as per the respective Schedule(s), which shall be governed in accordance with the terms and conditions of this Agreement. In consideration of the mutual promises and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties, intending to be legally bound hereby, agree as follows:

1.

DEFINITIONS:

1.Potential Client(s) Any customers in the telecom industry or other industries, not
being the existing or old client(s) and /or prospect of CSS.

2.End User(s) When the contract (Business Contract) is executed, by either party
herein, with any Potential Client(s), such Potential Client(s) will be referred as End User(s) under this Agreement.

3.CSS/GLOW services Information technology and Information technology enabled


services.

4.Business Opportunity Any revenue opportunity that is agreed as such, deemed


within the joint capabilities of parties, and pursued by the parties herein.

5. Prime Contractor The party which holds the Business Contract with the Potential
Client(s), and receives payments on behalf of both parties.

6."Confidential Information of a party means any information disclosed by that party


(disclosing party) to the other party (receiving party) pursuant to this Agreement which is in written, graphic, machine readable or other tangible form and is marked "Confidential," "Proprietary" or in some other manner to indicate its confidential nature. Confidential Information may also be in intangible form including oral information disclosed by one party to the other pursuant to this Agreement, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by the disclosing party within a reasonable time (not to exceed thirty (30) days) after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to the receiving party during the term of this Agreement. Notwithstanding any other provision of this Agreement, each party shall be free to use for itself and for others in any manner the general knowledge, skill or experience acquired by that party in the course of this Agreement, including using that knowledge, provided that said use does not violate its confidential obligation under this Agreement.

2.

VARIOUS BUSINESS MODEL: The PARTNER shall identify the business opportunities as per this Agreement. For the Business Opportunity so identified by the PARTNER herein, CSS or GLOW will become the Prime Contractor (for the respective Prospective Client(s) and execute the Business Contract with such Potential Client(s)). The business model(s) under this Agreement can be defined in 3 (three) broad categories as under:

(a)

SUBCONTRACTING MODEL: Under this partnering model, the PARTNER will execute the Business Contract(s) with the Potential Client(s) as the Prime Contractor. In the event of GLOWs interest to partner in such Business Opportunity, the PARTNER shall in consensus with GLOW upon the terms and conditions applicable between the parties, appoint GLOW as the Sub-Contractor under such Business Contract(s) through the execution of one or more Sub-contractor-Statement of Work (each such document being referred to as Schedule A), the format of which is attached herewith. The parties may, from time to time, execute any number of Schedule A under this Agreement, each being specific to particular Business Opportunity or particular Potential Client(s) as the case may be. GLOW will deliver its services to the End User(s) as PARTNER's Sub-contractor.

(b)

WHITE LABELING MODEL: Under this partnering model, the PARTNER will execute the Business Contract as the Prime Contractor. In the event GLOW wishes to partner in such Business Opportunity, the PARTNER shall in consensus with GLOW upon the terms and conditions applicable between the parties herein, procure the services of GLOW upon execution of Statement of WorkWhite labeled services" (each such document being referred to as Schedule B), the format of which is attached herewith. The parties may, from time to time, execute any number of Schedule B under this Agreement, each being specific to particular Business Opportunity or particular Business Contract as the case may be. After the due execution of

Schedule B, GLOW will provide its services to the PARTNER in accordance with the respective Schedule B. The PARTNER will in turn deliver those services to the End User(s) directly in its own brand name.

(c)

REFERENCE MODEL: Under this partnering model, PARTNER shall identify, for and on behalf of GLOW, the Business Opportunity with Potential Client(s), not being the existing or old client(s) / prospect(s) of GLOW. Upon such identification, PARTNER shall intimate GLOW in writing all the relevant details of such Business Opportunity. GLOW will communicate its acceptance or non-acceptance to proceed with the said Business Opportunity, within 10 days from the receipt of PARTNERs intimation. Only upon express non-acceptance in writing by GLOW, shall the PARTNER be entitled to refer the Business Opportunity to any other third party. If the client so referred by PARTNER is already an existing client of GLOW, GLOW shall not be obligated to the PARTNER under this Agreement. In the event of GLOWs consensus to enter into Business Contract for such Business Opportunity, PARTNER and GLOW will either prior to or subsequent to the execution of Business Contract with the Potential Client(s) under this partnering model, execute a Client FormCommission (each such document being referred to as Schedule-C) the format of which is attached herewith. The parties may, from time to time, execute any number of Schedule C under this Agreement, each being specific to particular Business Opportunity or particular Potential Client(s) as the case may be. GLOW shall execute the Business Contract with such Potential Client(s) and deliver its services directly under the brand name of GLOW/CSS. The role of PARTNER in such Business Contract (s) shall be only that of a lead finder.

The role, responsibilities, rights, obligations, liability of both PARTNER and GLOW under all the above three partnering model shall be set forth under the respective Schedule(s) executed by and between the parties herein. Each Schedule(s) executed under this Agreement shall be governed by the provisions of this Agreement. 3. 3.1 RIGHTS AND RESPONSIBILITIES OF THE PARTIES: Each party will perform its respective duties and obligations agreed to in respective Schedule(s) in connection with any Business Opportunity, in a professional and workmanlike manner. Each party shall bear and pay all its respective taxes / levies (including, without limitation, sales and value added taxes), imposed by any government / appropriate authority, on its own liability and also in accordance with the terms and conditions of the applicable Business Contract. Unless otherwise agreed to in the respective Schedule(s), the Prime Contractor shall make payment of the respective dues payable to the other party herein, within seven (7) calendar days of the receipt of payment(s) from the respective End User(s). The Prime Contractor shall maintain books and records sufficient to demonstrate its compliance of the payment procedure herein.

3.2

3,3

4. 4.1

CONFIDENTIALITY OBLIGATION & INTELLECTUAL PROPERTY RIGHTS: Each party shall treat as confidential all Confidential Information of the other party and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any misuse or unauthorized disclosure of the other party's Confidential Information. The foregoing restrictions shall not apply to information that: (i) is known to the receiving party at the time it receives Confidential Information from the disclosing party; (ii) has become publicly known through no wrongful act of the receiving party; (iii) has been rightfully received by the receiving party from a third party authorized to make such communication without restriction; (iv) has been approved for release by written authorization of the disclosing party; or (v) is required by law to be disclosed after written notification to the disclosing party by the receiving party. Each party retains all right, title, and interest to its intellectual property rights, without limit, subject to the terms and conditions of the respective Business Contract. Each party agrees that the marks and logos including but not limited to trademarks, trade names, service marks and logos identifying or used in connection its part of the services (collectively, the Marks), are the sole property of such party. Without limiting the foregoing, neither party shall adopt or use the names of the other party or any of the other partys Marks, as the whole or a part of its corporate or other name or any name under which it conducts business, without the prior written approval of the other party. TERM AND TERMINATION This Agreement shall be effective as of its Effective Date and will continue for six months, upon the expiry of which it can be renewed upon mutual consent. The agreement may be terminated by either party (for convenience) by 60 days prior written notice to the other party herein. Any termination or expiry of this Agreement shall not affect the rights and obligations of the parties herein under any existing Schedule(s) executed by the parties under this Agreement. Also, the termination or expiry shall not affect respective obligations of the parties with respect to any Business Contract(s). To such extent, this Agreement shall survive any expiry or termination of this Agreement howsoever. Further Clause no. 3.3, 4, 6, 7 shall survive termination or expiry of this Agreement and / or Schedule(s) executed under this Agreement. This Agreement may be terminated by either party for any breach of this Agreement by the breaching party upon its failure to cure such breach, on receipt of thirty (30) days written notice from the non-breaching party. Such written notice shall specify the basis for the breach and the allegedly breaching party shall have the notice period of thirty days to cure such breach. Either party may immediately terminate this Agreement if the other party is deprived of control of its assets for any reason, including bankruptcy or sale.

4.2

4.3

4.4

5. 5.1

5.2

5.3

5.4

5.5

In the event of termination or expiry of this Agreement for any reason, each party shall duly upon the other party's direction, either immediately return or destroy all Confidential Information of the other party under its control or possession. Further each party shall certify in writing its compliance of this provision. WARRANTIES Each party represents and warrants, presently and as an ongoing affirmation of the facts, that: it has all rights necessary for its performance under this Agreement and its part of the services referred in this Agreement, and that its performance does not and will not conflict with any of its existing or future agreement with any third party; its marketing materials and the deliverables do not infringe any intellectual property rights; and it will not make any reference to the other party which may be misleading or inaccurate. 6.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY IS MAKING REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES RENDERED OR THE RESULTS OBTAINED, AND THE PARTIES HEREIN AGREES THAT ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES THAT ARE NOT PROVIDED IN THIS AGREEMENT ARE HEREBY EXCLUDED AND DISCLAIMED.

6. 6.1

7. 7.1

GENERAL Nothing in this Agreement shall be construed to restrict or limit either party from independently developing, manufacturing, distributing, marketing or selling any product or service. Each party is acting independently. This Agreement shall not be construed to create any agency, franchise, joint venture, or other such relationship. Each party shall be solely responsible for the acts or omissions of its representations and obligations. Neither party shall have any right to bind or commit the other party. Neither party nor its employees shall be considered an employee or agent of the other. Except as otherwise expressly agreed, each party shall bear its own expenses in performance of this Agreement. Neither party shall be liable, either in contract or tort, for any consequential, indirect, special or incidental damages, injuries, costs, losses or expenses, punitive or unforeseeable damages (including, but not limited to, loss of profits, lost goodwill, and loss or impairment of other tangible or intangible property) even if advised of the possibility of such damages, which may arise out of or in connection with this Agreement. GLOWs total and aggregate liability, if any, to PARTNER under this Agreement shall be limited to the amount paid to GLOW under the respective Schedule(s) in the last 6 months period prior to the occurrence of any such act or omission, in connection with which such cause

7.2

7.3 7.4 7.5

arose. 7.6 Neither party shall assign, sublicense, delegate or otherwise transfer this Agreement or any rights or obligations under it without the written consent of the other party. Any act in derogation of this will be void. This Agreement will be governed by and interpreted in accordance with the laws of India. Each party waives any objection to venue or inconvenience of the forum in any such court. This Agreement may only be amended in a writing executed by authorized representatives of each party. Failure to exercise any right or remedy shall not act as a waiver, unless expressly waived in writing. Neither party shall be liable to the other for any delay in performance or nonperformance of its obligations under this Agreement and / or the respective Schedule(s), which is solely due to the cause(s) beyond its reasonable control. Each party acknowledges that the employees of the other are valuable business assets and for the period that this Agreement remains in force and for a period of one (1) year from the date of this Agreement's expiry or termination agrees not to (for itself or a third party) offer employment to or otherwise hire, engage the services of, solicit or induce the termination of employment or services of, any employee or sub-contractor of the other party. This Agreement may be signed in one or more counterparts, each of which shall be deemed to be an original. Any signed copy made by reliable means (e.g., photocopy, facsimile) shall be considered an original.

7.7

7.8

7.9

7.10

7.11

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this Agreement as of the dates set forth below.

SlashSupport Inc. By:

__________________

Name: Title: Date:

SCHEDULE A - FORMAT SUB-CONTRACTOR- STATEMENT OF WORK [SOW] This Sub-Contractor Statement of Work (SOW) is entered into this April 2 day of 2011 between Glow Networks Pvt Ltd with its offices at Glow Networks Pvt Ltd., A CSS Corp Company, 2nd Floor, Block B, Brigade Software Park, Plot No 42, 27th Cross, BSK II Stage, Bangalore-560070, India (hereinafter referred as Sub-Contractor) and Mr Prashanth Rao with his offices at _199, 4th Main, 2nd Cross, Coffee board Layout, Hebbal Kempapura, Bangalore-24 hereinafter referred as PARTNER); to be individually referred as party and collectively as parties.. Whereas the parties herein have executed a Partnership Agreement dated April 2, 2010 (Agreement or AGREEMENT) and this SOW is entered in pursuant to the AGREEMENT and forms part of the AGREEMENT; (This SOW shall be governed by the terms of the Agreement). Whereas PARTNER has entered into _________ Agreement (hereinafter Client Agreement on __________ with _____________ (hereinafter Client) for providing _____ services. And whereas, PARTNER, in accordance with the AGREEMENT, hereby appoints the Sub-Contractor for providing the Services to the Client and the Sub-contractor agrees to provide the Services more fully mentioned in Section 1 below. Client Name (Client): __________________

1. Scope of SOW: 1.1 Duties and Obligation of Sub-Contractor under this SOW. Services:____________________________________________________________ ______________________________________________________________________ __. Obligations:

Commence Date _________

Completion Date

Price (USD)

__________ ____________

1.2 Travel and out of pocket expenses: ______________

2. Payment: Sub-Contractor shall submit its invoice for the amount agreed in this SOW along with the relevant documents, which shall be payable towards the previous month, to PARTNER. PARTNER shall make payment for the duly rendered invoice(s), to Sub-Contractor, within thirty (30) days from the date of receipt of such invoice(s) or within seven (7) days from the date of receipt of respective payment from the Client, whichever is earlier. It is expressly acknowledged and agreed by the parties herein, the price mentioned in this SOW is exclusive of all service related taxes and levies which shall be paid by the PARTNER in addition to the price agreed herein. The cost of any specific software, software tools, hardware, hardware tools, etc, required and any other expenses to be incurred; in connection with this SOW will be borne by the PARTNER, except as otherwise agreed in this SOW. 3. Termination: This SOW can be terminated for convenience by either party by ninety (90) days prior written notice to the other party. Either party may terminate (with immediate effect) this SOW for any breach by the other party, subject to the service of thirty (30) days cure notice in writing to the defaulting party and such breach has not been cured to the satisfaction of the non-defaulting party. 4. Incorporation of Contract: Each of the respective provisions of the contract between PARTNER and the Client (Client Agreement) shall apply to the performance of duties and obligations of SubContractor, under this SOW and / or AGREEMENT executed between the parties herein. The Client Agreement and the Agreement are appropriately incorporated herein by reference. With respect to such applicable provisions of the Client Agreement incorporated herein, reference to the Client shall be deemed references to PARTNER, as appropriate, and references to PARTNER shall be deemed references to SubContractor, as appropriate. For the purposes of this Section 4, if any conflict(s) arises between the provision(s) of the Client Agreement and the Agreement and /or this SOW, the respective provision(s) of the Client Agreement shall prevail in connection with such duties and obligations of Sub-Contractor provided the Sub-Contractor concurrence, on the terms and conditions of Client Agreement, has been obtained by PARTNER prior to the execution of Client Agreement. . IN WITNESS WHEREOF, the parties hereto have signed this SOW on the day and year first above written. Signed and delivered by ____________ (PARTNER) ______________________________ (Authorized Signature) Name: Title: Date: Glow Networks Pvt Ltd (Sub-Contractor) ______________________ (Authorized Signature) Name:_______________ Title: _______________

STATEMENT OF WORKWHITE LABELED SERVICES" (SCHEDULE B)

SCHEDULE C - FORMAT CLIENT FORM COMMISSION (SCHEDULE C) This Client Form Commission (Schedule C) is entered into this April 2 day of 2011, between at Glow Networks Pvt Ltd., A CSS Corp Company, 2nd Floor, Block B, Brigade Software Park, Plot No 42, 27th Cross, BSK II Stage, Bangalore-560070, India (hereinafter referred as GLOW) and Mr Prashanth Rao with his offices at ____________________ (hereinafter referred as PARTNER or Partner); to be individually referred as party and collectively as parties.. Whereas the parties herein have executed a Partnership Agreement dated April 2 2010 (Agreement or AGREEMENT) and this Schedule C is entered / executed in pursuant to the AGREEMENT. This Schedule C shall form part of the AGREEMENT and shall be governed by the terms and conditions of the Agreement.

1. Clients Name: CISCO India, Juniper-India, Alcatel-Lucent-India & Motorola 2. Services: The programs and/or services of GLOW (Services) to be promoted by
PARTNER to the above named CLIENT are described as follows (describe in detail): Telecom related support & integration services 3. Term and Commission Rate: a) For the business contract (hereinafter referred as Business Contract) executed, by Company with the Client, which is due to the direct result of performance by the Partner under the Agreement, Glow will under the said Business Contract, pay commission (hereinafter referred as Commission) to the maximum extent of 10% of net revenue (which shall be calculated excluding the expenses, reimbursements and service related taxes and calculated as 1/5th of the Gross Margin as commission) under such Business Contract. If more than one person is involved in the sales activity including sales personnel from GLOW, such commission shall be shared as appropriately between the partner and the sales personnel. This Schedule C is valid and applicable only for a period of one (1) year, for projects stretching beyond a year, from the go-live date of project/s under the Business Contract executed by GLOW, should the project extend beyond a year. GLOWs obligation to pay commission shall cease upon the expiry of one (1) year from the go-live date of the applicable projects. GLOW will pay a monthly fee of Rs 25,000, payable immediately after the end of month and such fee shall be adjusted against the overall commission to be paid. b) Notwithstanding anything contained in this Agreement or any other document, Partner shall not be entitled to Commission or payment of any nature in connection with the business or contracts entered by CSS and / or its affiliates, except for the Business Contract referred in this Agreement. c) It is acknowledged by Partner that CSS alone shall have exclusive control over all prices, discounts, specifications and other terms and conditions of sale for its products & services. d) Except for the Commission expressly agreed in this Agreement, Partner hereby expressly acknowledges that no other fee of any nature shall be payable or due to Partner herein.

4. Payment Schedule & Terms Commissions are to be due only upon GLOW receiving payment for the respective project under the Business Contract signed and shall be due and payable within 30 days from the date of receipt of revenue by GLOW . 5. Superseding effect: This Schedule C is intended to govern the specific business relation with the Client for the Services described above. To the extent the specific terms of this Schedule C conflict with other terms of the Agreement, the terms of this Schedule C shall supersede such terms of the Agreement, but only as to the subject matter of this Schedule C and not as to the subject matter and terms of the Agreement generally. 6. OTHER TERMS: The following additional terms shall specifically apply to the subject matter of this Schedule C:* a) b) This Schedule C shall not affect Business Contract in any manner whatsoever. CSS shall not be restricted in any manner to directly enter into new business opportunities with any potential client including the Client herein (upon the expiry of the term of this Schedule C), without any liability towards the PARTNER.

IN WITNESS WHEREOF, the parties hereto have signed this Schedule C on the day and year first above written. Signed and delivered by Prashanth Rao (PARTNER) ______________________________ (Authorized Signature) Name: Title: Date: Glow Networks Pvt ltd (GLOW) ______________________ (Authorized Signature) Name: Title: Date:

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