Partnership Agreement - Version 2.1 - 2010

8/4/2019 Partnership Agreement - Version 2.1 - 2010

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PARTNERSHIP AGREEMENT

This Partnership Agreement (Agreement) is dated on April 2, 2011(Effective Date), byand between Glow Networks Pvt Ltd with its office at Glow Networks Pvt Ltd., A CSSCorp Company, 2nd Floor, Block B, Brigade Software Park, Plot No 42, 27th Cross, BSKII 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 beindividually referred as party and collectively as parties.

RECITALS:

a.Whereas the parties are in the business of providing IT & Telecom support servicesacross the software development lifecycle and technology operations managementoutsourcing 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 oneor more Schedule(s) [ Schedule A / Schedule B / Schedule C, as defined below, togetherreferred 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 bythe provisions of this Agreement.

c.PARTNER shall, from time to time, approach the Potential Client(s) for appropriatebusiness opportunities. Service agreement (Business Contract) will thereafter beexecuted 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 andconsideration thereof with respect to each particular Potential Client shall be dealt as perthe respective Schedule(s), which shall be governed in accordance with the terms andconditions of this Agreement.

In consideration of the mutual promises and agreements contained herein and othergood and valuable consideration (the receipt and sufficiency of which are herebyacknowledged), 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, notbeing the existing or old client(s) and /or prospect of CSS.

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

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

4.Business Opportunity Any revenue opportunity that is agreed as such, deemedwithin the joint capabilities of parties, and pursued by the parties herein.


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5. Prime Contractor The party which holds the Business Contract with the PotentialClient(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 Agreementwhich 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 informationdisclosed by one party to the other pursuant to this Agreement, provided that suchinformation is designated as confidential at the time of disclosure and is reduced towriting 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 itsconfidential nature and delivered to the receiving party during the term of thisAgreement. Notwithstanding any other provision of this Agreement, each party shall befree to use for itself and for others in any manner the general knowledge, skill orexperience acquired by that party in the course of this Agreement, including using thatknowledge, provided that said use does not violate its confidential obligation under thisAgreement.

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 orGLOW 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) broadcategories 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 GLOWsinterest to partner in such Business Opportunity, the PARTNER shall inconsensus with GLOW upon the terms and conditions applicable between theparties, 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 isattached herewith. The parties may, from time to time, execute any number ofSchedule A under this Agreement, each being specific to particular BusinessOpportunity or particular Potential Client(s) as the case may be. GLOW willdeliver 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 Contractas the Prime Contractor. In the event GLOW wishes to partner in such BusinessOpportunity, the PARTNER shall in consensus with GLOW upon the terms andconditions applicable between the parties herein, procure the services of GLOWupon execution of Statement of WorkWhite labeled services" (each suchdocument being referred to as Schedule B), the format of which is attachedherewith. The parties may, from time to time, execute any number of Schedule Bunder this Agreement, each being specific to particular Business Opportunity orparticular Business Contract as the case may be. After the due execution of


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

(c) REFERENCE MODEL:

Under this partnering model, PARTNER shall identify, for and on behalf ofGLOW, the Business Opportunity with Potential Client(s), not being the existing

or old client(s) / prospect(s) of GLOW. Upon such identification, PARTNER shallintimate GLOW in writing all the relevant details of such Business Opportunity.GLOW will communicate its acceptance or non-acceptance to proceed with thesaid Business Opportunity, within 10 days from the receipt of PARTNERsintimation. Only upon express non-acceptance in writing by GLOW, shall thePARTNER be entitled to refer the Business Opportunity to any other third party. Ifthe client so referred by PARTNER is already an existing client of GLOW, GLOWshall not be obligated to the PARTNER under this Agreement.

In the event of GLOWs consensus to enter into Business Contract for suchBusiness Opportunity, PARTNER and GLOW will either prior to or subsequent tothe execution of Business Contract with the Potential Client(s) under this

partnering model, execute a Client FormCommission (each such documentbeing 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 thisAgreement, each being specific to particular Business Opportunity or particularPotential Client(s) as the case may be.

GLOW shall execute the Business Contract with such Potential Client(s) anddeliver its services directly under the brand name of GLOW/CSS. The role ofPARTNER in such Business Contract (s) shall be only that of a lead finder.

The role, responsibilities, rights, obligations, liability of both PARTNER and GLOW underall 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 thisAgreement shall be governed by the provisions of this Agreement.

3. RIGHTS AND RESPONSIBILITIES OF THE PARTIES:

3.1 Each party will perform its respective duties and obligations agreed to inrespective Schedule(s) in connection with any Business Opportunity, in aprofessional and workmanlike manner.

3.2 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 termsand conditions of the applicable Business Contract.

3,3 Unless otherwise agreed to in the respective Schedule(s), the Prime Contractorshall 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 respectiveEnd User(s). The Prime Contractor shall maintain books and records sufficient todemonstrate its compliance of the payment procedure herein.


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4. CONFIDENTIALITY OBLIGATION & INTELLECTUAL PROPERTY RIGHTS:

4.1 Each party shall treat as confidential all Confidential Information of the other partyand shall use reasonable efforts not to disclose such Confidential Information toany third party. Without limiting the foregoing, each of the parties shall use atleast the same degree of care which it uses to prevent the disclosure of its ownconfidential information of like importance to prevent the disclosure ofConfidential 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 restrictionsshall not apply to information that: (i) is known to the receiving party at the time itreceives Confidential Information from the disclosing party; (ii) has becomepublicly known through no wrongful act of the receiving party; (iii) has beenrightfully received by the receiving party from a third party authorized to makesuch communication without restriction; (iv) has been approved for release bywritten authorization of the disclosing party; or (v) is required by law to bedisclosed after written notification to the disclosing party by the receiving party.

4.2 Each party retains all right, title, and interest to its intellectual property rights,without limit, subject to the terms and conditions of the respective BusinessContract.

4.3 Each party agrees that the marks and logos including but not limited totrademarks, trade names, service marks and logos identifying or used inconnection its part of the services (collectively, the Marks), are the sole propertyof such party.

4.4 Without limiting the foregoing, neither party shall adopt or use the names of theother party or any of the other partys Marks, as the whole or a part of itscorporate or other name or any name under which it conducts business, withoutthe prior written approval of the other party.

5. TERM AND TERMINATION

5.1 This Agreement shall be effective as of its Effective Date and will continue for sixmonths, upon the expiry of which it can be renewed upon mutual consent. Theagreement may be terminated by either party (for convenience) by 60 days priorwritten notice to the other party herein.

5.2 Any termination or expiry of this Agreement shall not affect the rights andobligations of the parties herein under any existing Schedule(s) executed by theparties under this Agreement. Also, the termination or expiry shall not affectrespective obligations of the parties with respect to any Business Contract(s). Tosuch extent, this Agreement shall survive any expiry or termination of this

Agreement howsoever. Further Clause no. 3.3, 4, 6, 7 shall survive terminationor expiry of this Agreement and / or Schedule(s) executed under this Agreement.

5.3 This Agreement may be terminated by either party for any breach of thisAgreement by the breaching party upon its failure to cure such breach, on receiptof thirty (30) days written notice from the non-breaching party. Such writtennotice shall specify the basis for the breach and the allegedly breaching partyshall have the notice period of thirty days to cure such breach.

5.4 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.


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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 allConfidential Information of the other party under its control or possession.Further each party shall certify in writing its compliance of this provision.

6. WARRANTIES

6.1 Each party represents and warrants, presently and as an ongoing affirmation ofthe facts, that: it has all rights necessary for its performance under thisAgreement and its part of the services referred in this Agreement, and that itsperformance does not and will not conflict with any of its existing or futureagreement with any third party; its marketing materials and the deliverables donot infringe any intellectual property rights; and it will not make any reference tothe other party which may be misleading or inaccurate.

6.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY ISMAKING REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS,IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THEIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE WITH RESPECT TO THE SERVICESRENDERED OR THE RESULTS OBTAINED, AND THE PARTIES HEREINAGREES THAT ALL SUCH OTHER REPRESENTATIONS ANDWARRANTIES THAT ARE NOT PROVIDED IN THIS AGREEMENT AREHEREBY EXCLUDED AND DISCLAIMED.

7. GENERAL

7.1 Nothing in this Agreement shall be construed to restrict or limit either party fromindependently developing, manufacturing, distributing, marketing or selling anyproduct or service.

7.2 Each party is acting independently. This Agreement shall not be construed tocreate any agency, franchise, joint venture, or other such relationship. Eachparty shall be solely responsible for the acts or omissions of its representationsand obligations. Neither party shall have any right to bind or commit the otherparty.

7.3 Neither party nor its employees shall be considered an employee or agent of the

other.

7.4 Except as otherwise expressly agreed, each party shall bear its own expenses in

performance of this Agreement.

7.5 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) evenif advised of the possibility of such damages, which may arise out of or inconnection with this Agreement. GLOWs total and aggregate liability, if any, toPARTNER under this Agreement shall be limited to the amount paid to GLOWunder the respective Schedule(s) in the last 6 months period prior to theoccurrence of any such act or omission, in connection with which such cause


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arose.

7.6 Neither party shall assign, sublicense, delegate or otherwise transfer thisAgreement or any rights or obligations under it without the written consent of theother party. Any act in derogation of this will be void.

7.7 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 forumin any such court.

7.8 This Agreement may only be amended in a writing executed by authorized

representatives of each party. Failure to exercise any right or remedy shall notact as a waiver, unless expressly waived in writing.

7.9 Neither party shall be liable to the other for any delay in performance or non-performance of its obligations under this Agreement and / or the respectiveSchedule(s), which is solely due to the cause(s) beyond its reasonable control.

7.10 Each party acknowledges that the employees of the other are valuable businessassets and for the period that this Agreement remains in force and for a period ofone (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 theservices of, solicit or induce the termination of employment or services of, anyemployee or sub-contractor of the other party.

7.11 This Agreement may be signed in one or more counterparts, each of which shallbe deemed to be an original. Any signed copy made by reliable means (e.g.,photocopy, facsimile) shall be considered an original.

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

SlashSupport Inc. __________________

By:

Name:

Title:

Date:


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SCHEDULE A - FORMAT

SUB-CONTRACTOR- STATEMENT OF WORK [SOW]

This Sub-Contractor Statement of Work (SOW) is entered into this April 2 day of2011 between Glow Networks Pvt Ltd with its offices at Glow Networks Pvt Ltd., A CSSCorp 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 MrPrashanth Rao with his offices at _199, 4th Main, 2nd Cross, Coffee board Layout, HebbalKempapura, Bangalore-24 hereinafter referred as PARTNER); to be individuallyreferred 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 theAGREEMENT and forms part of the AGREEMENT; (This SOW shall be governed by theterms of the Agreement).

Whereas PARTNER has entered into _________ Agreement (hereinafter ClientAgreement on __________ with _____________ (hereinafter Client) for providing

_____ services.

And whereas, PARTNER, in accordance with the AGREEMENT, hereby appoints theSub-Contractor for providing the Services to the Client and the Sub-contractor agrees toprovide 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 Completion Price

Date Date (USD)

_________ __________ ____________

1.2 Travel and out of pocket expenses:

______________


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2. Payment:Sub-Contractor shall submit its invoice for the amount agreed in this SOW along with therelevant 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) daysfrom the date of receipt of respective payment from the Client, whichever is earlier. It isexpressly 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 thePARTNER in addition to the price agreed herein.

The cost of any specific software, software tools, hardware, hardware tools, etc, requiredand any other expenses to be incurred; in connection with this SOW will be borne by thePARTNER, except as otherwise agreed in this SOW.

3. Termination:This SOW can be terminated for convenience by either party by ninety (90) days priorwritten notice to the other party. Either party may terminate (with immediate effect) thisSOW 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 thesatisfaction 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 Sub-Contractor, under this SOW and / or AGREEMENT executed between the parties herein.The Client Agreement and the Agreement are appropriately incorporated herein byreference. With respect to such applicable provisions of the Client Agreementincorporated herein, reference to the Client shall be deemed references to PARTNER,as appropriate, and references to PARTNER shall be deemed references to Sub-

Contractor, as appropriate. For the purposes of this Section 4, if any conflict(s) arisesbetween 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 suchduties and obligations of Sub-Contractor provided the Sub-Contractor concurrence, onthe terms and conditions of Client Agreement, has been obtained by PARTNER prior tothe execution of Client Agreement..

IN WITNESS WHEREOF, the parties hereto have signed this SOW on the day and yearfirst above written. Signed and delivered by

____________ Glow Networks Pvt Ltd

(PARTNER) (Sub-Contractor)______________________________ ______________________(Authorized Signature) (Authorized Signature)

Name: Name:_______________Title: Title: _______________Date:


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STATEMENT OF WORKWHITE LABELED SERVICES" (SCHEDULE B)


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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, BrigadeSoftware 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 beindividually 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 pursuantto the AGREEMENT. This Schedule C shall form part of the AGREEMENT and shall begoverned 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 byPARTNER 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 performanceby the Partner under the Agreement, Glow will under the said BusinessContract, pay commission (hereinafter referred as Commission) to themaximum extent of 10% of net revenue (which shall be calculated excludingthe expenses, reimbursements and service related taxes and calculated as1/5th of the Gross Margin as commission) under such Business Contract. Ifmore than one person is involved in the sales activity including salespersonnel from GLOW, such commission shall be shared as appropriatelybetween the partner and the sales personnel. This Schedule C is valid andapplicable only for a period of one (1) year, for projects stretching beyond ayear, from the go-live date of project/s under the Business Contract executedby GLOW, should the project extend beyond a year. GLOWs obligation topay commission shall cease upon the expiry of one (1) year from the go-livedate 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 adjustedagainst 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 inconnection with the business or contracts entered by CSS and / or itsaffiliates, except for the Business Contract referred in this Agreement.

c) It is acknowledged by Partner that CSS alone shall have exclusive controlover all prices, discounts, specifications and other terms and conditions ofsale for its products & services.

d) Except for the Commission expressly agreed in this Agreement, Partnerhereby expressly acknowledges that no other fee of any nature shall bepayable or due to Partner herein.


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4. Payment Schedule & TermsCommissions are to be due only upon GLOW receiving payment for the respectiveproject under the Business Contract signed and shall be due and payable within 30days 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 Clientfor the Services described above. To the extent the specific terms of this Schedule Cconflict with other terms of the Agreement, the terms of this Schedule C shallsupersede such terms of the Agreement, but only as to the subject matter of thisSchedule 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 thisSchedule C:*

a) This Schedule C shall not affect Business Contract in any mannerwhatsoever.

b) CSS shall not be restricted in any manner to directly enter into new businessopportunities with any potential client including the Client herein (upon theexpiry of the term of this Schedule C), without any liability towards thePARTNER.

IN WITNESS WHEREOF, the parties hereto have signed this Schedule C on the dayand year first above written.

Signed and delivered by

Prashanth Rao Glow Networks Pvt ltd(PARTNER) (GLOW)

______________________________ ______________________(Authorized Signature) (Authorized Signature)

Name: Name:Title: Title:Date: Date:

Documents

Partnership Agreement - Version 2.1 - 2010