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RESELLER AGREEMENT

THIS Reseller AGREEMENT is entered into on this day of December,  2024 by and between:

WRITER BUSINESS SERVICES PVT. LTD. is a company incorporated under the provisions of the Companies Act, 1956, having its Registered Office at the address mentioned hereinabove and its principal office at ‘Writer House’, CTS No. 1377/1378, Church Road, Andheri – Kurla Road, Marol, Andheri (East) - 400 059, and is hereinafter referred to as the “Company”, which expression shall, unless repugnant to the context or meaning thereof mean and include its successors in interest, executors, administrators and permitted assigns, of the ONE PART;

AND

is a company incorporated under the provisions of laws of , having its Registered Office at the address specified hereinabove / a Limited Liability Company having its Registered Office at the address specified hereinabove, and is hereinafter referred to as the “Reseller”, which expression shall, unless repugnant to the context or meaning thereof mean and include its successors, executors and permitted assigns  /his/her heirs, successors, executors and assigns of the OTHER PART;

The Company and the Reseller are hereinafter individually referred to as “Party” and collectively as “Parties”.

1. RECITALS:

1. WHEREAS the Company has developed and is the owner of a wide range of software applications and has title to the intellectual property rights in connection with the same;
2. AND WHEREAS the Reseller is desirous of obtaining non-exclusive Reseller rights the Company’s Products in the Territory from the Company;
3. AND WHEREAS the Reseller has represented that it has the necessary skills, experience, expertise and facilities/infrastructure to perform the Services as contemplated under this Agreement;
4. AND WHEREAS, in sole reliance of the aforesaid representations of the Reseller, the Company has consented to engage the services of the Reseller and in lieu of the mutual obligations agreed and undertaken under this Agreement, the Company agrees to co-operate with the Reseller for Reseller and marketing of its Products within the Territory;
5. AND WHEREAS the Parties to this Agreement now wish to formally record terms of their agreement, rights, liabilities, obligations and understanding existing as on this day, on the subject matter herein contained.

NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AND THIS AGREEMENT WITNESSETH AS UNDER:

CLAUSE 1 - DEFINITIONS

When used in this Agreement the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:

• “Affiliate” means any company controlled by, controlling or under the common control of a company, and also means any person, corporation or entity, which owns now or hereafter directly or indirectly any class of the voting stock of a company, now or hereafter directly or indirectly in effective control of a company.
• “Agreement” means this agreement, the schedules attached hereto and any documents included by reference, as may be amended from time to time in accordance with the terms of this Agreement.
• “Applicable Laws” mean and include all applicable statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Government, Statutory Authority, Tribunal, Board, or court, as may be applicable in the Territory.
• “Approvals” mean and include all approvals, permissions, authorizations, consents and notifications from any Governmental Authority, regulatory or departmental authority as may be applicable under the Applicable Law.
• “Commission” shall have the meaning ascribed to the same under Clause 7 herein below.
• “Reseller’s Sales Personnel” shall mean and refer to the employee(s) or representative(s) deputed by the Reseller for rending the Services.
• "Documentation" means the manuals, specifications and software descriptions and related materials that the Company customarily supplies to its customers for use with the Products.
• "End User" means a prospective customer as identified by the Reseller, with whom the Company enters into the End User License Agreement for internal business use by such End User and not for redistribution or resale.
• "End User License Agreement" shall mean a software license agreement entered into between the Company and an End User incorporating terms and conditions governing the use of the Products.
• “Intellectual Property Rights” mean the intangible legal rights or interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery or improvement regardless of patentability, but including patents, patent applications, trade secrets and technical know–how and also includes, any work of authorship, regardless of copyright ability, but including copyrights and any moral rights recognized by law and other similar rights, on a worldwide basis.
• “Products” mean the products that have been and/or may be developed, manufactured and owned by the Company from time to time along with all the additional features to the products, all future versions of the products, and all enhancements, revisions or modifications made to the products by the Company and includes the products listed in Schedule A or that may be included in Schedule A by the Company from time to time and shall be deemed to include the Documentation related to the Products.
• “Services” shall mean those services referred to in Clause 3 herein below which are to be rendered by the Reseller in the manner as contemplated under this Agreement.
• “Support Services” shall mean those support services provided by the Company to the End User with respect to the Products.
• “Target” shall mean the minimum revenue generated by the Company each month as a direct result of the Services being rendered by the Reseller, and as more particularly described in Clause 3.3.1.
• “Territory” shall mean the countries and/or cities and/or locations as listed under Schedule B, within which the Reseller is entitled to render the Services.
• “Trademark” means any trademark, trade name, slogan, label, designs, logos, service mark, or other commercial designation, whether or not registered, used to represent or describe the Products of the Company.
• “Term” means the duration of this Agreement as provided in Clause 10.1.

CLAUSE 2 - APPOINTMENT OF RESELLER

• The Company hereby appoints the Reseller on a non-exclusive basis, and the Reseller hereby accepts his appointment, to render the Services in respect of the Products within the Territory, subject to the terms and conditions set out herein. Nothing in this Agreement shall be construed as limiting or restricting the right of the Company to directly sell or license its Products and render Support Services in respect of such Products to any customers.

• Nothing in this Agreement shall be construed to grant the Reseller any rights with respect to the source code version of the Products. The Reseller shall not, directly or indirectly, permit or cause to permit, any update, upgrade or modification to the Products, except as may be permitted by the Company expressly in writing

CLAUSE 3 - SCOPE OF SERVICES

• Marketing and sale of Products:

• The Reseller shall offer for sale the Products to customers and the Company shall license the Services in accordance with End User License Agreement. For avoidance of any doubt, the Reseller acknowledges that the Company shall have right to contact and communicate with the End User directly with respect to the Company’s obligations and End User’s ongoing use of Products licensed under End User License Agreement, both during and after termination or expiry of this Agreement.

• Marketing of Products, Solicitation of Orders and refer customers to the Company

• The Reseller shall market the Products and solicit orders for the Products from prospective customers and refer such customers to the Company. During the course of undertaking this service, the Reseller shall ensure that the Products are being marketed and orders being solicited for prices as communicated by the Company from time and time. The orders solicited by the Reseller shall not be considered to be valid unless the approved by the Company in Writing from time to time.

• Obligations of the Reseller

• The Reseller will strive to ensure that it either meets or exceeds the target (“Target”) provided by the Company on a quarterly basis. The Reseller also acknowledges that this Target is subject to revision and the decision of the Company shall be final and binding.

• Advertising or promotional activities of the Products shall be in compliance with the specifications and standards prescribed by the Company and only with explicit approval from the Company. The Reseller shall make no representations, warranties, claims, indemnities and/or promises to any third party relating to the Company except as the Company may have expressly authorized in writing. The Reseller shall market the Products with all warranties and disclaimers as provided by the Company. The Reseller shall refrain from making any changes to the Products and removing, altering, cancelling or in any way violating the Trademark labels on the Products.

• The Reseller shall promptly refer all orders for and all inquiries relating to the Products to the Company.

• The Reseller understands and agrees that the only warranties for the Products offered to End Users will be those set out in the End User License Agreement. The Reseller shall not offer any extended or additional warranties for the Product to any End User.

• The Reseller shall not hold itself out as having any authority whatsoever to agree any changes of any kind to the End User License Agreement. The Reseller shall not appoint, without under previous written authorization of the Company, independent sub-Resellers to promote and sell Company’s Products in the Territory. Such agreement shall be bound by the terms of this Agreement. The Reseller shall not make or disseminate any disparaging comments and/or statements concerning the Company’s Service(s) or market, distribute, license or sell any Company Service in a manner that is likely to cause harm to, or diminish the value of, the Company brand. The Reseller shall not use the Services for the purposes of competing with the Company, including without limitation the gathering of competitive intelligence.

• The Reseller acknowledges and agrees that if it is in breach of any of its obligations set out above in this clause 3, the Company may, at its sole option and without limiting any other remedies available to it under applicable law, upon notice to the Reseller: (i) terminate this Agreement; or (ii) cease to perform its obligations set forth in clause 5 and/or reduce or remove the Reseller’s status.

• Compliance and Reports:

• The Reseller shall comply with Applicable Laws in connection to its performance under this Agreement including providing the Company with complete information regarding the Approvals required for the Products, and facilitating the obtaining of such Approvals from time to time. The cost of country specific legalization of documents in this regard, if applicable, will be borne by the Reseller. The Reseller shall not engage in deceptive, misleading, illegal or unethical practices that may be detrimental to the Company or its Products. The Reseller shall obtain and pay all import and export licenses and permits, customs, charges and duty fees, and take all other actions required to accomplish the export and import of the Products to be distributed. The Company shall be responsible for all the cost associated with the export till the port of shipment.

• The Reseller shall send a written report at the end of every month showing orders for the Products solicited by the Reseller, the number of returns and refunds on Products for the orders solicited by the Reseller and any other relevant information for the prior month as requested from time to time by the Company. The Reseller shall, annually or on the request of the Company, send a written report, containing details of the previous year’s performance by the Reseller with respect to the services to be provided by the Reseller under this Agreement within the time specified by Company. The said report shall contain details regarding the steps taken by the Reseller to promote and market the Products including participation and conduction of exhibitions and seminars.

• The Reseller shall maintain complete, clear and accurate records of all orders, customers (including End Users) and transactions completed in relation to this Agreement, including but not limited to, expense records, records of End User due diligence and screening, as well as copies of all signed End User Agreements. Upon seven (7) days advance written notice by the Company, the Company or its representative shall be entitled to review such records which relate to the Reseller’s performance under this Agreement.

• End User License Agreement

• The Reseller shall assist the Company for ensuring that the draft of the applicable End User License Agreements to be executed between the Company and the End User that has been provided to the End User. The Reseller shall assist for obtaining a signed copy of the said End User License Agreement from the End User.

• The Reseller acknowledges and agrees that the Reseller shall be responsible for regularly following up with the End Users in order to ensure that the End Users are making timely payments of the amounts due and payable to the Company as per the provisions of each End User License Agreement entered into with the said End Users. The Reseller shall ensure that all such payments are made by the End Users to the account of the Company, the details of which shall be set out in the respective End User License Agreement.

• The Reseller shall also obtain proof of each payment made by each End User to the Company from time to time as per the provisions of each End User License Agreement, and shall promptly submit the said proof to the Company for the Company’s verification and records.

• The Reseller shall use reasonable endeavours to renew End User License Agreement in a timely fashion, and specifically (but without limitation) the Reseller shall contact End User(s) who have not renewed their End User License Agreement prior to the expiry of the End User’s licence.

CLAUSE 4 - END USER LICENSE AGREEMENTS

• The Reseller acknowledges and agrees that the Company shall have the sole discretion to determine whether or not to enter into an End User License Agreement with any of the prospective customers identified by the Reseller.
• The Reseller hereby acknowledges and agrees that each of the End User License Agreements executed with respect to End Users identified by the Reseller shall contain express provisions as per which, the Company shall authorize the Reseller to do the following:
• Following up on behalf of the Company in order to ensure timely payments by the End User to the Company;
• Obtaining proof of payments of amounts due to the Company as per the End User License Agreement from the End User and submitting the same to the Company.

CLAUSE 5- RIGHTS AND OBLIGATIONS OF COMPANY

• Company shall impart and the Reseller undertakes to avail necessary and initial online or remote training to the Reseller’s Sales Personnel within one (1) month from the execution of the Agreement.
• The Company may, at its sole discretion, provide the Reseller with formats for the various reports and records required to be submitted by the Reseller to the Company from time to time. However, non-provision of such formats shall not affect the obligation of the Reseller to furnish all such reports and records as contemplated under this Agreement.
• The Company reserves the right at any time without liability or prior notice to modify the source code for any Product, including making alterations to the specifications of any Product, as well as to any Documentation. The Company also reserves the right to discontinue sale of any of the Products. The right to accept or reject any orders from prospective customers identified by the Reseller shall vest solely with the Company.

CLAUSE 6 - TERMS OF ORDER AND CANCELLATION

• The Company will provide the Services to the Reseller in accordance with orders placed by the Reseller on these terms. The orders placed by the Reseller purporting to include any additional or other terms will not be accepted by the Company. The Company reserves the right to correct or amend quotations at any time.
• The Reseller shall obtain End User’s consent that its use of the Products is subject to the End User License Agreements prior to entering into an order form with the Company for the purchase by End User. In the event that the End User does not agree to accept such terms, the Reseller must notify the Company prior to entering into an order form and the Company may agree to execute End User License agreement with the End User or such other form of agreement as agreed between the Company and the End User to govern End User’s use of the Products.
• Each order for Products sent by the Reseller to the Company under this Agreement shall be in writing and shall set forth the delivery date/s and the description of Products ordered by the prospective customer. An order for Products shall not request for a delivery date that is less than 45 days after the date that the order is received by the Company. However, the Reseller acknowledges and agrees that no such purchase order shall be binding upon the Company, and the Company shall not be obliged to supply any Products unless and until an End User License Agreement is entered into with the End User.
• The said orders shall be sent to the Company as per the sample purchase order form as may be provided or acceptable by the Company from time to time and shall include all specifications of the Products required. The Reseller shall ensure that in the orders placed by prospective customers, the prospective customers are willing to pay amounts either equal to or above the minimum price of each Product as specified by the Company from time to time, failing which such orders shall not be considered valid.
• Any cancellation of orders by the prospective customer shall be intimated to the Company in writing by the Reseller. If the prospective customer identified by the Reseller cancels an order which has been accepted by the Company for any reason within a period of four (4) months from the date of acceptance of order by the Company, the Reseller shall reimburse to the Company the Commission (defined hereinafter) to such order as may have been paid by the Company to the Reseller prior to the time it was informed of the cancellation. The Company shall, without prejudice to any other rights or remedy, set off against any sums payable to the Reseller under the Agreement and/ or deduct or withhold from the payment of any such sums, if the Reseller fails to reimburse to the Company the Commission to such cancelled order.

CLAUSE 7 - PAYMENT TERMS

The Company shall pay commission (“Commission”) for the Services as may be mutually agreed between the Parties on a cases to case basis. The Commission will be paid to the Reseller on a back to back basis only upon the Reseller raising invoice after the referral materialization for the Company by entering into contractual relationship with End User and the Company shall make the payment within forty-five (45) days from the date of receipt of payment from the End User. The Company is not responsible for reimbursement of any expenses of the Reseller, unless agreed to specifically in writing by an authorized person so designated by the Company.  The Company shall deduct any statutory taxes, goods & service tax and/or withholding taxes cess or levies etc., applicable prior to paying the Commission to the Reseller.

CLAUSE 8 - CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS

• The either Party acknowledges and agrees that all information furnished by the other Party under this Agreement is proprietary and/ or confidential to the other Party. The Party receiving confidential information agrees that it will exercise the same efforts to hold and use such information in confidence (except as otherwise provided in this Agreement) as it uses to protect its own confidential information. No right, title or interest in or to any Trademarks and Intellectual Property Rights of the Company, or goodwill connected therewith, is conveyed vide this Agreement.
• The Reseller undertakes and agrees that all confidential information provided by the Company shall at all times and for all purposes be held by the Reseller in a confidential capacity and shall not, without the prior written consent of the Company to be disclosed by the Reseller to any person, firm and/or corporation, excepting either Reseller’s Sales Personnel who are required to utilize such information for the purpose of fulfilment of obligations under this Agreement during the Term of this Agreement or any extension thereof, provided the Reseller’s Sales Personnel are bound by the same terms of confidentiality as the Reseller under this Agreement. The Company may require, as a condition to any disclosure by the Reseller pursuant to this clause, that any employee or personnel of the Reseller to whom such disclosure is to be made, sign a non-disclosure agreement, enforceable by the Company, containing terms satisfactory to the Company.
• The Company shall have and retain sole ownership of the Intellectual Property Rights, including the goodwill pertaining thereto, of the Products. The Company grants the Reseller the limited right to use and display the Trademarks of the Company solely in connection with and to the extent necessary for marketing and Reseller of the Products within the Territory in accordance with the terms and conditions of this Agreement. The Reseller shall not use the name “Writer” in its company name nor create an impression of being the owner or a part of the Company.
• The Reseller shall cooperate and assist fully with the Company’s requests for access to, correction of, and destruction of any personally identifiable information of the Company’s personnel or any End Users in the Reseller’s possession.
• The requirements of this Clause will survive after the expiry or termination of this Agreement.

CLAUSE 9 - REPRESENTATIONS AND WARRANTIES

• In addition to any other specific representations and warranties as specified elsewhere in this Agreement, the Reseller represents and warrants to the Company as under:
• It has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and has been fully authorized by all requisite corporate actions, if applicable, to do so. It has all necessary statutory and regulatory permissions, Approvals and permits for the running and operation of its establishment for the conduct of its business, more particularly for the rendering of the Services as provided for in this Agreement.
• The execution and performance of this Agreement by the Reseller does not and shall not violate any provision of any existing agreement with any other party. Neither the Reseller nor any of its subsidiaries, directors or officers, Affiliates, agents and/or employees, has/have engaged in any activity or conduct which would violate any applicable sanctions or any applicable anti-money laundering and counter-terrorist financing, anti-bribery and anti-corruption laws, regulations or rules. It shall comply with applicable sanctions, anti-money laundering laws, counter-terrorist financing laws, anti-bribery laws and anti-corruption laws applicable to the Products and the Territory.
• The Reseller must promptly notify in writing to the Company of any breach by it or its counterparties (including subcontractors) of sanctions, applicable anti-money laundering laws, counter-terrorist financing laws, anti-bribery laws and anti-corruption laws.
• The Reseller hereby acknowledges and agrees that the Reseller is solely responsible for informing the Company in writing of any change in Applicable Laws in any part of the Territory that affect this Agreement, the End User License Agreement, the Products.

CLAUSE 10 - TERM AND TERMINATION

• This Agreement shall come into effect from the date of this Agreement set out hereinabove and shall remain valid and binding for a period of thirty- six (36) months thereafter (hereinafter referred to as the “Term”).
• At the expiry of the Term, the Parties may decide to mutually extend the same, based on the written consent to this effect from both the Parties.
• This Agreement may be terminated by the Company upon the occurrence of the following:
• In the event insolvency or bankruptcy proceedings are initiated against the Reseller;
• Assignment of the benefit of the creditors of the Reseller, under insolvency law;
• Breach by the Reseller of any of its obligations and provisions as set out under this Agreement, which breach is not remedied by the Reseller within seven (7) days of the Reseller receiving notice of such breach, unless otherwise expressly agreed to in writing by the Company;
• Termination of this Agreement shall not otherwise discharge the Reseller of any liability incurred prior to the termination of this Agreement.
• On termination of this Agreement, the Reseller shall discontinue with the rendering of any and all of the Services. The Reseller shall also return all such promotional material and other information that the Company may have provided to the Reseller immediately to the Company. The Reseller acknowledges and agrees that the Reseller’s entitlement to payment of the Commission as per the amounts received by the Company under the concerned End User License Agreements shall seize immediately upon the expiry/termination of the Agreement. The Reseller further acknowledges that the Reseller’s authority to represent the Company under the concerned End User License Agreements shall seize immediately upon the expiry/termination of the Agreement. It is hereby clarified that despite the aforesaid, the Company shall be under no obligation whatsoever to terminate any of the End User License Agreements with End Users identified by the Reseller at the time of expiry or termination of this Agreement. Upon termination of this Agreement, the Reseller shall cease all display, advertising and use of the Company’s name, Trademarks and other intellectual property.
• Notwithstanding anything provided herein, the Company may also terminate the Agreement for convenience by providing thirty (30) days written notice to the Reseller prior to such termination.
• In the event of termination of this Agreement for any reason whatsoever by the Company, the Reseller may not bring any claim for compensation against the Company in relation to any damage directly or indirectly incurred by the Reseller from said termination of this Agreement, including but not limited to any claim for loss of profits.

CLAUSE 11 - INDEMNITY

In no event shall the either Party be liable to the other Party for any indirect, special, incidental, or consequential damages as a result of any claim or liability relating to or arising out of this Agreement. The Reseller shall indemnify and hold harmless the Company against any damages, claims, losses, obligations, liabilities, taxes, interests, fines, penalties and reasonable costs and expenses, including reasonable legal fees imposed on, sustained, incurred or suffered by the Company, relating to or arising from any breach of this Agreement by the Reseller, modifications to the Product by the Reseller and/ or combination of the Products with other products, processes or materials not provided by the Company or specified by the Documentation by the Reseller. The Company shall not be held responsible for any for any losses suffered by the employees, staff etc. employed by the Reseller for any reason whatsoever. The Reseller shall indemnify the Company from any claims arising in this regard. The Company shall not bear any liabilities for payment of any statutory dues that may arise due to any failure on the part of the Reseller to fulfil its obligations under this Agreement. The requirements of this Clause will survive after the expiry or termination of this Agreement.

CLAUSE 12 - NON-COMPETE

The Reseller will not buy, promote, distribute, sell or otherwise deal in products that are in competition with or that are similar in nature to the Products that are and/or may be dealt with and/or manufactured by and/or sold by the Company during the Term of this Agreement and for a period of thirty-six (36) months thereafter.  During the Term of this Agreement and for a period of thirty-six (36) months thereafter, the Reseller shall not render or provide services similar to the Services being provided under this Agreement to any other entity whatsoever.

CLAUSE 13 – ASSIGNMENT

Neither Party shall assign to any person and/or entity the whole or any part of its rights or obligations under the Agreement without the prior approval in writing of the other Party. Except as specifically set forth or referred to herein, nothing contained or implied herein is intended or shall be construed to convey any rights upon any person or entity other than that of the Parties.

CLAUSE 14 - NOTICES

 All correspondence between the Parties pertaining to this Agreement shall be addressed by (i) e-mail; or (ii) delivered by hand; or (iii) mailed by registered or certified airmail; or (iv) sent by air courier to the representatives of the respective Parties or at the addresses mentioned hereinabove. Wherever these conditions provide for giving of approvals, notices and requests or other communication in connection with this Agreement, these communications must be in writing. In the event of any changes in the names and/or designation and/or address of the representatives indicated hereinabove the same shall be intimated to the other Party immediately. All communication/correspondence under or in relation to the Agreement shall be in English.

CLAUSE 15 - AMENDMENT

Except as specifically provided for herein, the various provisions of this Agreement shall be modified, altered or amended only when the same is made in writing and signed by both Parties.

CLAUSE 16 - SEVERABILITY

If any provision of this Agreement shall be held to be invalid, prohibited or unenforceable to any extent for any reason including by reason of any law or regulation or government policy, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative and the remainder of this Agreement shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

CLAUSE 17 - FORCE MAJEURE

Neither Party shall be liable for any default or delay in the performance of its obligations under this Agreement, whether the default is total or partial, when such default or delay is due to any event/s beyond its reasonable control, including act of God, strikes, labour dispute, epidemic, explosion, war, riot, revolution, or any act or decision of any governmental authority and/or change of law which adversely affect the performance of the Parties.  The Party affected by a force majeure event shall promptly inform the other Party of the nature, probable duration and impact thereof and both Parties shall take all reasonable measures to limit the consequences of the underlying force majeure event to a minimum. This shall, however, not be construed as releasing either Party from any liability in respect of willful refusal and/or default and/or negligence in effect or to perform their obligations under this Agreement or otherwise at law, as the case may be.

CLAUSE 18 - WAIVER

The failure of either Party to enforce at any time any provision of this Agreement shall not constitute a waiver thereof, or of the right to thereafter enforce such provision, or to claim damages or to terminate this Agreement for any subsequent or continuing default of such or any other provision.

CLAUSE 19 - RELATIONSHIP BETWEEN PARTIES

The Company and the Reseller agree that nothing contained in this Agreement shall be construed to create any relationship between the parties either of employee and employer, principal and agent, partnership, associate or any other relationship of a like nature between the Parties. Both Parties are independent contractors acting for their own accounts, and neither Party is authorized to make any commitment or representation, express or implied, on the other’s behalf unless explicitly authorized to do so by the other Party as per the applicable provisions of this Agreement. The Reseller shall not represent to the End User or other third parties that it has any such authority other than the authority which has been conferred to the Reseller by the Company as per the applicable provisions of this Agreement. The Reseller shall be solely responsible for compliance with any laws, decrees, regulations or orders affecting the Reseller, its agents, its representatives, its employees and/or its workers, and shall indemnify and hold the Company indemnified and harmless from any claims whatsoever arising in connection therewith. This Agreement does not constitute and shall not be construed as creating a commercial agency relationship under the Applicable Laws of the Territory and the Reseller covenants to register this Agreement, if required, as a Reseller agreement and not as a commercial agency under such law.

CLAUSE 20 - COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument, and any Party (including any duly authorised representative of a Party) may enter into this Agreement by executing a counterpart.

CLAUSE 21 - ENTIRE AGREEMENT

This Agreement cancels and supersedes all previous agreements and understandings between the Parties hereto and contains the complete understanding of the Parties hereto with respect to the subject matter hereof as on this day,  and the representations, inducements, provisions, agreements, arrangements or undertakings, whether oral or written, expressed or implied, made or  assumed, contrary or at variance or different from what are herein contained, prior to the date of this Agreement, shall have no force after the  date of this Agreement. The Recitals and Schedules to this Agreement form an integral and operative part of this Agreement, and in the interpretation of this Agreement, and in all matters relating to the grant of rights and entitlements to the Reseller as recorded herein, this Agreement shall be read and construed in its entirety.

CLAUSE 22 - DISPUTE RESOLUTION

Any disputes or differences between the Parties or their representatives arising out of or in connection with this Contract shall be resolved through arbitration by the appointment of a sole arbitrator mutually agreed between the Company and Reseller. The award of the Arbitrator shall be final and binding. The arbitration proceedings shall be governed by the provisions of the Arbitration Rules of Singapore International Arbitration Centre (SIAC) as are in force at the time of the arbitration, including any amendments thereto.  The arbitration proceedings shall be conducted in English. The place and seat of arbitration shall be Mumbai. In the event that a monetary award is granted by the Arbitrator in favour of either Party, no interest shall be applicable, due or payable in such arbitration proceedings for the period up until the date of publication of the said award.

CLAUSE 23 - GOVERNING LAW

This Agreement shall be governed by and construed with in accordance with the English Law. The Parties also do not intend that any term of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.

AS WITNESS this Agreement has been signed by the Parties (or their duly authorised representatives) on the date stated at the beginning of this Agreement.

Agreed and Accepted

Writer Business Services Private Limited	(Name of the Reseller)
_______________________________	_______________________________
(Signature ﹠ Date)	(Signature ﹠ Date)
Name:	Name:
Designation:	Designation:
Witness:	Witness:

 

SCHEDULE A

LIST OF PRODUCTS

1. Enterprise Content Management Solution.
2. Contract Management Solution.
3. eCUBE- HR Onboarding Solution.
4. Bid Management Solution.
5. HIMS Software
6. IVF Software
7. Virtual Consultation App for HealthCare
8. Any other service / solution that will be added as per the management discretion.

SCHEDULE B

TERRITORY

1. United Arab Emirates
2. Saudi Arabia
3. Qatar
4. Bahrain