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Sales Partner Agreement — Version 1.1
This Sales Partner Agreement (the "Agreement") states the terms and conditions that govern the contractual agreement between Webority Technologies Private Limited (CIN: U72900HR2019PTC079747), a company incorporated under the laws of India, having its principal place of business at 629, Vipul Trade Centre, Sector 48, Gurgaon, Haryana 122018, India ("Webority", which expression shall include its successors and assignees), and you, the applicant ("Partner"), effective from the date you accept it below. Webority and Partner are individually a "Party" and collectively the "Parties". As of the effective date, this Agreement constitutes the complete exclusive statement of the agreement between the Parties, and supersedes and replaces any prior agreements between them regarding the subject matter herein.
Webority provides IT Software Services and Consulting to its customers ("Customers"). Webority wishes to engage Partner to perform Sales Services as detailed below, and Partner has agreed to provide such services based on Webority's wishes to Webority and/or any affiliated entities and/or its Customers. By this Agreement the Parties wish to regulate the terms and conditions under which Partner provides such Services.
In consideration of the mutual covenants and promises made by the Parties to this Agreement, Webority and Partner agree as follows:
This Agreement shall begin on acceptance and continue until terminated by either Party under the terms of this Agreement.
Partner agrees that it shall provide its expertise to Webority for all things pertaining to the sales of IT Software and Consulting Services (the "Consulting Services"). The scope of the Consulting Services will include but not be limited to:
The commission percentage shall be determined and agreed upon by Webority and Partner on a case-by-case basis, based on the amounts received by Webority, whether in part or in full, from any sales deal introduced or concluded by Partner. At the conclusion of each calendar month, Partner will issue an invoice to Webority for the commission due, which is to be based on the actual amounts collected by Webority during that month. Webority will disburse the payment within seven (7) days of receiving a proper invoice from Partner. All payments shall be subject to the applicable taxes as per government laws and regulations.
The Parties acknowledge and agree that Webority or Customers will hold all intellectual property rights in any work product resulting from the Consulting Services including, but not limited to, copyright and trademark rights. Partner agrees not to claim any such ownership in such work product intellectual property at any time prior to or after the completion and delivery of such work product to Customer and Customers.
Partner shall not (i) disclose to any third party any details regarding Webority's or the Customers' business, including, without limitation, any information pertaining to Webority's or Customers' proprietary information, business plans, or price points (the "Confidential Information"); (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by Webority or the Customer in writing; (iii) use Confidential Information other than solely for the benefit of Webority and the Customer.
During the term of this Agreement and for twenty-four (24) months thereafter, Partner will not, directly or indirectly, solicit or attempt to solicit any business from any of Webority and/or Customers and its prospects, employees or contractors.
During the term of this Agreement and for twenty-four (24) months thereafter, Partner will not, directly or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of Webority's or Customer's employees, or contractors for work at another Webority.
Partner agrees to indemnify, defend, and protect Webority and Customers from and against all lawsuits and costs of every kind pertaining to Webority's business including reasonable legal fees due to any act or failure to act by Partner based upon the Consulting Services.
Webority and Partner recognize and concur that Partner's status in relation to Webority is that of an "independent contractor" and is distinct from that of an employee. Consequently, Partner shall not be eligible for any employment-related benefits that Webority may offer its direct employees. This exclusion from benefits encompasses, but is not limited to, unemployment insurance, group medical or life insurance, profit-sharing, and retirement benefits.
Either Party may terminate this Agreement at any time during the term (or any extended term) by giving thirty (30) days prior written notice to the other Party.
No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, both written and oral, concerning the subject matter hereof. The provisions of this Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of India. All disputes, if any, arising out of this Agreement shall be submitted to the jurisdiction of the courts in New Delhi, India.