Ezovion

Partner Agreement

This partner agreement is between  

Ezovion Solutions Private Limited (“us”, “we”, or “Ezovion”, which also includes its affiliates) located at 39, Pathrakali Amman St, Villapuram, Meenakshi Nagar Madurai 625012 Tamil Nadu India is the author and publisher of the internet resource www.ezovion.com (“Website”) on the world wide web as well as the software and applications provided by Ezovion, including but not limited to the mobile application ‘Ezovion’, and the software and applications of the brand names ‘Ezovion’, (together with the Website, referred to as the “Services”). 

And  

 PartnerReseller”, “You”, “Your” or “Partner”, as applicable. 

 Ezovion states the terms that govern the parties’ strategic relationship, at the partner tier further described in Exhibit A hereof (the “Partner Tier”). 

  1. Definitions. As used in this Agreement, the following terms shall be defined as follows: 

 

(a) Documentation: All written materials regarding the specifications of the Products (as defined below) as may be developed by Ezovion in regard to such Products. 

 (b) Hardware: All servers, networking devices, cradles, any other hardware provided by Ezovion  and any Documentation relating to any of the foregoing. 

 (c) Software: Ezovion Hospital Management System and other software system  provided by Ezovion and any Documentation relating to any of the foregoing. 

(d) Professional Services: All customization, integration, maintenance, training, any other professional services provided by Ezovion and any Documentation relating to any of the foregoing. 

 (e) Products: All Ezovion Software, Hardware and Professional Services.

2. Operational Elements of Alliance. 

(a) Appointment. 

        1. Respective Services. Partner is a provider of information technology, consulting, information technology infrastructure and business process outsourcing services (collectively, the “Ezovion Services“).Ezovion is a provider of the Products used for Hospital Management, Dental Practice Management, Orthopedic Management, Pharmacy Management, Lab Management or any other software developed by Ezovion under the name of Ezovion. 

 

        1. Appointment.Ezovion hereby appoints Partner to non-exclusively market the Products in the territory set forth in Exhibit A (the “Territory”). Partner accepts such appointment and agrees to market the Products in the Territory pursuant to this Agreement. This Agreement is not exclusive to Partner; Ezovion reserves the unrestricted right to (i) market, license, integrate, support and service the Products in the Territory, by itself or through others; and (ii) change or discontinue any or all of the Products at any time without notice in its sole discretion; provided, however, that no such change or discontinuation will take effect during any then-existing license term. 

 

        1. End Users.  The organization that seeks to use the Products to manage SuperSpecialty Hospitals, Multi-Specialty/Corporate Hospitals, Rehab Centers, Diagnostic Centers, Dental, Eye and IVF clinics shall be known as an “End User.” 
 

(b) License. In consideration of your compliance with your undertakings herein contained, Ezovion hereby grants Partner a non-exclusive, non-transferable, revocable, non-assignable (except as otherwise provided in Section 1D.c. herein) limited license (the “License“) to use the Products and any Third Party Software or Hardware (as defined below) to (i) display and demonstrate the operation of the Products to potential End Users in connection with the efforts of Partner to market the Products under the terms of this Agreement; and (ii) sublicense the Products to End Users to the extent permitted by the applicable Partner Tier, consistent with the terms set forth herein. Partner shall not alter any provided trademarks of Ezovion, which are hereby licensed to Partner for the sole purpose described herein. 

 

(c) Partner Obligations. The obligations of the Partner are set forth in detail in the Partner Tier-specific terms and conditions attached hereto and incorporated herein as Exhibit B. The Partner Tier identified in Exhibit A and described in Exhibit B shall remain in effect for twelve months from the Effective Date (or any later change); any change in Partner Tier shall be at Ezovion’s sole discretion, however no changes will occur during each one (1) year term. 

 

(d) Pricing, Reporting and Purchase Orders. 

        1. Pricing. Suggested list prices for the Products shall be provided by Ezovion. 

 

        1. Quarterly Reports. Partner shall provide Ezovion, within thirty (30) days after the end of each calendar quarter, a written report detailing its current activities pursuant to this Agreement, including sales, billings, warranty claims, names of End Users, marketing activities undertaken, quarterly market forecast for the next twelve (12) months, the competitive status of the Products in the marketplace and all other commercial and market information which Ezovion may reasonably request. 

 

        1. Purchase Orders. Products shall be purchased using purchase orders in the form provided by Ezovion (“Purchase Orders”). In the event of any inconsistency between this Agreement and any Purchase Order, the terms of this Agreement shall control. All Purchase Orders shall include the End User name, address, phone number, support contact name, support contact phone number and support contact email address. All Purchase Orders shall also include the Partner name, address, phone number, accounts payable contact name, accounts payable phone number and accounts payable email address. Partner shall provide copies of purchase orders executed between it and the End User upon Ezovion’s Reques

        2. Professional Services. Ezovion may provide you or the End User Professional Services at your request. Professional Services shall be provided either on an hourly basis or by way of  “Service Packages”, in each case at then-applicable fees and pursuant to a mutually agreed upon Statement of Work attached to the applicable Purchase Order. To the extent Partner shall be permitted by Ezovion to provide professional services to the End User, the staff involved shall be trained by Partner to Ezovion’s reasonable satisfaction.

   

  1. Scope of Rights; Restrictions on Use. 

 

(a) Scope (Between Ezovion and Licensors). Any Software licensed hereunder shall be in object code form only, all subject to the following terms and conditions during the term of this Agreement. This Agreement confers no title or ownership and is not a sale of any rights in the Products. All rights not expressly granted to you are reserved solely to Ezovion and/or its licensors. Nothing herein should be construed as granting you, by implication, estoppel or otherwise, a license relating to the Products other than as expressly stated in this Agreement. 

 (b) Restrictions. Pursuant to the License granted hereunder you may use the Products solely for the purposes of (i) displaying and demonstrating the operation of the Products to potential End Users in connection with the efforts of Partner to market the Products under the terms of this Agreement; and (ii) Ezovion Hospital Management System and other software system provided by Ezovion in each case consistent with the terms of this Agreement. You agree that you will not (i) reverse engineer, disassemble, decompile or attempt to derive the architecture or design, or any source code contained in the Products, (ii) modify or undertake any development on the Products, (iii) otherwise translate or use the Products except as specifically allowed by this Agreement, or allow any person or entity (whether with or without consideration) the right to do any of the foregoing; (iv) sublicense, transfer and/or assign (except as otherwise provided in Sections 2.b. and 10.c. herein) the Products to any third party, whether with or without consideration; (v) render any services to third parties using the Products; (vi) remove or in any manner alter any product identification, proprietary, trademark, copyright or other notices contained in the Products; or (Vii) allow any third parties to use the Products (except as otherwise provided in Sections 2.b. and 4.d. herein). You may not make any copies of the Products or any portions thereof. 

    (c) Third Party Licensors. You acknowledge that the Products contain and/or contact third party hardware and software that is the property of its respective owner (the “Third Party Software or Hardware”). Such Third-Party Software or Hardware may be subject to restrictions in addition to those listed herein, which restrictions, if any, may be announced by Ezovion from time to time, and shall be deemed an integral part hereof for all purposes. Third-party licensors are intended beneficiaries under this Agreement and independently may protect their rights in the Products (if and to the extent such exist) in the event of any infringement. A list of Ezovion’s then-current agreements relating to open source/License software which apply to use of the Products (“SMS, integration, WhatsApp integration, 3rd party Third Party Components and License“) is available upon request.  

     (d) Affiliates. Notwithstanding anything to the contrary herein, the rights granted to Partner hereunder may be exercised by Partner’s Affiliates (as defined below) and/or independent contractors performing services on behalf of Partner and/or such Affiliates, provided that each such Affiliates and independent contractors execute a written statement, confirming their undertaking to comply with the terms of this Agreement which apply to the use of the Products, and further provided that Partner shall remain responsible, at all times for such Affiliates and independent contractors adherence to all applicable terms and conditions of this Agreement. For purposes of this Agreement, the term “Affiliate” shall mean any person or entity that directly or indirectly, controls or is controlled by or is under common control with Partner; each of the words “control” or “controlled” as used in this clause shall mean ownership of any such person or entity which is at least 50% of the shares, or the right to elect the majority of the board of directors or such other similar governing body. 

5. Proprietary Rights and Confidentiality.

(a) Products and Derivative Works. Ezovion (or its licensors, as applicable) will retain all title to and ownership of the Products (and Third Party Software or Hardware), all related concepts, technical know-how, and all modifications, customizations, revisions, bug fixes, enhancements, improvements and derivative works (collectively, the “Derivative Works”) thereof developed by Ezovion or anyone else, including you or any End User, including all Intellectual Property Rights (as defined below) and, except for the expressed limited license granted hereunder, you shall have no rights in or claims with respect thereto. “Intellectual Property Rights” means any patent, patent applications, trade secret, trademark, copyright, industrial design or any other intellectual property right registered or unregistered in any country throughout the world, and all related goodwill. To the extent it shall be determined that you have any right in connection with the Products other than the limited specific license hereunder, you hereby irrevocably: (i) use of SMS provider or WhatsApp integration (ii) agree to take any lawful action, which we reasonably request to vest or protect our right, title and interest in the Products and any Derivative Works (at your sole cost). 

  (b) Confidential Information.  

      1. General. Each party agrees that all inventions, know-how, engineering, business, technical and financial information it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Notwithstanding the foregoing marking requirements, the Products, technical information and other code or data of any type provided byEzovion (or its agents), the pricing offered by Ezovion to Partner, and this Agreement’s terms and conditions are Ezovion Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. 

 

      1. Exclusions. The Receiving Party’s nondisclosure obligation will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees or contractors of the Receiving Party who had no access to such information.

 

      1. Use and Disclosure Restrictions. Each party will not use the other party’s Confidential Information except as necessary for the performance of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and contractors that need to know such Confidential Information for the purpose of performing this Agreement, provided that each such employee and contractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative agency or tribunal or other governmental body, provided that the party required to make such a disclosure gives reasonable written notice to the other party to contest such order or requirement; and (ii) on a confidential basis to its legal or financial advisors. In addition, each party may disclose the terms and conditions of this Agreement as required under applicable securities laws, but such party will use all reasonable efforts to obtain confidential treatment to the maximum extent possible for the terms and conditions of this Agreement.

 

      1. Except with respect to trade secrets, which shall remain confidential until such trade secrets meet one of the exclusion criteria set forth in Section 2 above, the confidentiality obligations of the parties underthis Section 5(b) shall survive for a period of five (5) years from the date of disclosure of Confidential Information.
  1. Service Levels and Support Services. 

Maintenance and support services under this Agreement shall be provided as set forth in the Channel Requirements relating to the Partner’s Partner Tier. 

 7. Fees and Payments.

 (a) Generally. Fees and payments under this Agreement shall be made as set forth in the Channel Requirements table within Exhibit B. 

 (b) Taxes. All fees due and other charges stated herein are exclusive of and do not include any sales, use, value-added, or other taxes, charges and/or duties, which shall be Partner’s responsibility. Taxes based on each party’s net income or gross receipts shall be that party’s responsibility. All payments to the partner is subjective to all applicable taxes.  

 (c) PayoutTDS will be deducted for all the payouts for the channel partners.  

 

  1. Limited Warranty, Limitation ofLiability and Indemnification. 

 

(a) WarrantyEzovion represents and warrants to Partner that (i) Ezovion is the sole owner of the Products, except to the extent they incorporate Third Party Software or Hardware, and has all the necessary rights thereto to license the Products to Partner as contemplated hereunder; and (ii) during the term of this Agreement (the “Warranty Period”), the Products shall substantially conform to the applicable Documentation. 

 (b) Limitations on Warranty. THE FOREGOING WARRANTY DOES NOT APPLY TO ANY DEFECTS, DAMAGES, FAILURES OR MALFUNCTIONS TO ALL OR ANY PART OF THE PRODUCTS RESULTING FROM:   

(I) NEGLIGENCE, ABUSE, OR MISAPPLICATION OF THE PRODUCTS;  (II) USE OF THE PRODUCTS OTHER THAN AS SPECIFIED IN THE APPLICABLE DOCUMENTATION OR OTHERWISE IN OTHER THAN ITS NORMAL AND CUSTOMARY MANNER; (III) ANY ALTERATIONS, MODIFICATIONS OR ADAPTATIONS OF THE PRODUCTS PERFORMED BY ANYONE OTHER THAN EZOVION ; (IV) ANY UNAUTHORIZED COMBINATION OR INTERFACING OF THE PRODUCTS WITH OTHER HARDWARE OR SOFTWARE; OR  (V) OTHER CAUSES BEYOND THE REASONABLE CONTROL OF EZOVION. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EZOVION DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE PRODUCTS, INCLUDING CONDITION, QUALITY, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. Partner’s sole and exclusive remedy for breach of the warranties set forth in this Section shall be that Ezovion, at Ezovion‘s sole discretion, will either: (i) repair, replace or provide a reasonable workaround for the defective and/or non-conforming portion of the Products within thirty (30) days after receiving written notice of the breach of the warranty which describes in detail the specific nature of the defect and/or non-conformity: or (ii) refund all amounts paid by Partner for such Products (after deducting amounts paid for actual use of the Products by Partner or the End Users). To claim the benefit of this warranty, Partner must give Ezovion written notice of any breach of the warranty (as aforesaid) within the Warranty Period. 

(c) Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR BREACHES OF SECTION 5 ABOVE SECTION 8 (D) BELOW, EITHER PARTY’S CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID TO EZOVION BY PARTNER UNDER THIS AGREEMENT. EXCEPT FOR BREACHES OF SECTION 5 ABOVE, SECTION 8(0) BELOW AND EXCEPT FOR CLAIMS BASED ON A PARTY’S FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, OR BUSINESS INTERRUPTION), ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE PRODUCTS, OR 

OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IF Ezovion OR YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT. 

 (d) Indemnification by Ezovion. Ezovion agrees to defend or settle, at its expense, 

Partner and its directors, officers, employees, independent contractors, and/or Affiliates (collectively, the “Partner Indemnified Party“) from and against any third party claims (including any claims made against Partner by its End User) alleging that the Partner Indemnified Party’s use of the Products infringes and/or misappropriates any (i) issued patent, (ii) registered trademark, (iii) registered copyright, (iv) trade secret, and/or (v) other intellectual property right. In connection with the foregoing defense, Ezovion shall indemnify the Partner Indemnified Party against all damages finally awarded against Partner in a final judgment or settlement of any of the foregoing claims, as well as reasonable attorney fees and other related costs. The Partner Indemnified Party shall give Ezovion prompt notice of any such third party claim, provided however, that the Partner Indemnified Party’s failure to do so shall not reduce or diminish Ezovion’s obligations hereunder except to the extent Ezovion has been adversely affected or prejudiced by such failure. Ezovion shall have no obligation under this Section B.d. as to any claim, unless Ezovion will have sole control of its defense or settlement of any third party claim hereunder, provided however, that Ezovion shall not, without the Partner Indemnified Party’s prior written consent, settle any claim in a manner that admits liability on the part of the Partner Indemnified Party. The Partner Indemnified Party shall reasonably cooperate with Ezovion (at Ezovion‘s expense) in the defense as Ezovion may reasonably request (it being understood that nothing herein shall preclude the Partner Indemnified Party from consulting with its own counsel at its own expense). If Partner is, or Ezovion believes it may become, prohibited from continued use of the Products by reason of an actual or anticipated claim of infringement, Ezovion shall, at its option and expense, (i) obtain for Partner the right to continue using the Products, (ii) replace or modify the Products so that it is no longer subject to such claim, but performs the same functions in an equivalent manner, and (iii) if neither of the foregoing options are commercially practicable, refund to Partner all amounts paid by Partner for the Products subject to the claim (after deducting amounts paid for actual use of the Products by Partner or the End Users), in which case Partner and the End Users will cease use of the Products in the jurisdiction to which such claim pertains and return to Ezovion the Products subject to such claim. The indemnification set forth in this Section B.d. does not apply to the extent of Partner’s or the applicable End User’s negligence, abuse or misapplication of the Products; use of the Products other than as specified in the applicable Documentation or otherwise in other than its normal and customary manner; any alterations, modifications or adaptations of the Products performed by anyone other than Ezovion; any unauthorized combination or interfacing of the Products with other hardware or software; or other causes beyond the reasonable control of Ezovion. 

 (e) Indemnification by Partner. Partner agrees to defend or settle, at its expense, Ezovion and its directors, officers, employees, independent contractors, and/or Affiliates (collectively, the “Ezovion Indemnified Party“) from and against any third party claims (i) arising out of Partner’s representations, warranties or commitments made to End Users without Ezovion’s consent; or (ii) that the Partner’s use of the Products infringes and/or misappropriates any (a) issued patent, (b) registered trademark, (c) registered copyright, (d) trade secret, and/or (e) other intellectual property right as a result of Partner’s gross negligence, abuse or misapplication of the Products; use of the Products other than as specified in the applicable Documentation or otherwise in other than its normal and customary manner; any alterations, modifications or adaptations of the Products or any unauthorized combination or interfacing of the Products with other hardware or software. In connection with the foregoing defense, Partner shall indemnify the Ezovion Indemnified Party against all damages finally awarded against Ezovion in a final judgment or settlement of any expense) in the defense as Partner may reasonably request (it being understood that nothing herein shall preclude the Perfect Mobile Indemnified Party from consulting with its own counsel at its own expense).  

 

 9. Term and Termination.

(a) Term. This Agreement shall remain in full force and effect as of the Effective Date until the date set forth in Exhibit A, unless earlier terminated as provided hereunder (the “Initial Term“). At the end of the Initial Term, this Agreement shall automatically renew for additional periods of twelve (12) months each (each, a “Renewal Term“), unless earlier terminated as provided hereunder or by written notice by either party to the other at least thirty (30) days before the beginning of a Renewal Term. Any references herein to the term of this Agreement shall refer to both the Initial Term and any Renewal Term(s).  

 

(b) Termination for Cause. Either party may terminate this Agreement immediately if the other party materially breaches or otherwise fails to comply with any material provision of this Agreement and such breach or failure is not cured within thirty (30) days after notice of such breach or failure. 

 

(c) Effect of Termination. Upon termination of this Agreement, all rights granted to you will immediately and automatically terminate and revert to us. Partner shall immediately return to Ezovion any Products in Partner’s possession. Within thirty (30) days following the termination of this Agreement for any reason, you shall return or destroy, as requested by Ezovion, any Ezovion Confidential Information. You agree to certify, in writing, compliance with the foregoing undertakings upon our first request. Termination shall be without prejudice to the rights and remedies of either party that may have accrued prior to such termination. For the avoidance of doubt, termination of the Agreement shall not release you from your obligations to pay Ezovion all fees which have accrued under this Agreement prior to its termination. 

 

(d) Survival. The provisions of Sections 1, 4.b., 5, 7, 8, 9, 10 and any other terms and conditions which by their nature extend beyond the expiration or termination of this Agreement shall survive the termination or expiration of this Agreement. 

 

  1. Miscellaneous.

 (a) This Agreement shall be governed by and construed in accordance with the laws of India. Any claims or legal actions by one party against the other arising under this Agreement or concerning any rights under this Agreement shall be commenced and maintained in any court located in Chennai, TN and both parties hereby submit to the jurisdiction and venue of any such court. Each party agrees that any dispute relating to this Agreement or any applicable statement of work will first be submitted in writing to a designated senior executive of both Ezovion and Partner who will meet and confer in an effort to resolve such dispute. Any decisions of the executives will be final and binding on the parties. In the event the executives are unable to resolve any dispute within 30 days after submission to them. The language of the arbitration shall be English. 

 (b) Subject to the confidentiality obligations under Section 5 above and upon notification to Partner, Ezovion may, at its own cost and expense, make reference to this Agreement (including mentioning or implying the name of Partner or any of its Affiliates) and display the Partner’s logos and trademarks only on Ezovion‘s website and on Ezovion’s company-overview presentations where customer and technology-partner identities are represented. Any other use of Partner’s logos and trademarks by Ezovion requires the express prior consent of Partner. Except as expressly provided herein, Ezovion shall not obtain any rights with respect to the Partner’s logos and/or trademarks. 

 (c) Neither party may assign this Agreement, in whole or in part without the express written consent of the other party, with the exception of an assignment carried out as part of a merger, restructuring, or reorganization, or as a sale or transfer of all or substantially all of a party’s assets. This Agreement inures to the benefit of, and is binding upon, the parties and their respective heirs, legal representatives, permitted successors and permitted assigns. 

(d) Except as otherwise expressly provided in this Agreement, all notices or demands required or permitted pursuant to this Agreement shall be in writing, and shall be sent (i) by courier or in person with signed receipt, (ii) by nationally recognized overnight delivery service, prepaid, with signature required, or (iii) by facsimile if promptly confirmed by copy sent pursuant to any of the foregoing methods, and in each case shall be sent to the other party at its address set forth above or to such other addresses as either party may designate from time to time by notice to the other party in accordance with this Section. Notices shall be deemed received upon actual receipt or refusal of delivery. 

 (e) Failure of either party to enforce a right under this Agreement shall not act as a waiver of that right or prevent a subsequent exercise of the same or any other right under this Agreement. 

 (f) In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect. 

 (g) No modification, amendment, addition to or waiver of any rights, obligations or defaults shall be effective unless in writing and signed by both parties hereto. 

 (h) This Agreement is the complete and exclusive agreement between the parties hereto in connection with the subject matter hereof and supersedes any other proposal, representation, or other communication by or on behalf of either party. 

 (i) The parties acknowledge that money damages may not be an adequate remedy in the event of actual or threatened breach of the obligations and/or undertakings hereunder. Therefore, in addition to any other remedies available hereunder, by law or otherwise, wither party will be entitled to seek and obtain injunctive relief and/or any other appropriate decree of specific performance or any other appropriate equitable relief. 

 (j) Ezovion not shall during the term of this Agreement or during a period of one year immediately after, either on its own behalf or on behalf of any other person, firm, company or organization directly or indirectly induce or seek to induce any employee of the Partner involved in the performance of this Agreement to leave the Partner’s employment. Notwithstanding the foregoing, Ezovion’s hiring as a result of a general solicitation through advertising shall not constitute a violation of this provision. 

 (k) Ezovion may audit the books and records of Partner to confirm compliance with this Agreement. The cost of audit shall be borne by Ezovion. Auditors shall be bound by Partner’s reasonable security requirements and confidentiality obligation. The audit must be upon reasonable prior written notice (i.e., 30 days), occur no more frequently than once per 12 months, and conducted in a manner that minimizes disruption to Partner’s normal operations. Partner shall not be bound to share any internal costs records and other operations costs incurred by Partner in performance of this Agreement. 

 (I) Notwithstanding any other provisions of this Agreement, neither party for any purpose shall be deemed to be an agent, joint venturer, or partner of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. Except as specifically set forth herein, each party shall bear its own sales, administrative, legal, tax and other costs. 

        1. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the Effective Date  

            

          Ezovion Solutions Pvt Ltd,                                                                         —————————————  

           

          By         ____________________________ 

          BY        ____________________________ 

          Name      ________________________                                                                       Name________________________ 

          Title      __________________________ 

          Title     __________________________ 

6. Exhibit A 

 

  1. Partner Tier: Premier Plus, as further described in Exhibit B together with its attachments.
  2. Territory: India.
  3. Initial Term: One (1) year.

 Exhibit B 

PREMIER PLUS PARTNER TIER 

These supplemental terms and conditions shall apply to and be a part of the Agreement. 

 1.Deal Registration Process. Partner will submit all sales opportunities into Ezovion’s deal registration process. Ezovion shall have sole discretion whether to approve a sales opportunity, which approval shall not be unreasonably withheld. Sales opportunities approved by Ezovion shall be valid for one hundred twenty (120) days from the date of Ezovion’s approval and shall be known as “Registered Opportunities.” 

2. Fees and Payments for Referrals.

(a) Fees. Where Partner provides a referral to EzovionEzovion agrees to pay to Partner a referral fee equal to the percentage set forth in the Channel Requirements. Such percentage will be: 

          1. Applied to the amounts actually received by Ezovion from End Users that are Registered Opportunities;
          2. For Hardware or Software only (i.e., not Professional Services);
          1. Net of taxes and any third party royalties; and 

 (b) Payment Terms. All fees hereunder shall be paid by Ezovion within thirty (30) days after Ezovion’s receipt of funds from the End User. Notwithstanding the foregoing, the parties may agree upon more favorable payment terms on a case-by-case basis. If agreed, such terms will apply only to the specific customer for which the order is intended 

3. Fees and Payments for Resale.

 (a) General. Partner may resell Products as set forth in the Channel Requirements table which appears at the end of this Exhibit B (“Channel Requirements“). 

 (b) SupplyEzovion agrees to supply those Products to Partner at Ezovion‘s then current list prices, subject to any applicable discount as set forth in the Channel Requirements. 

 (c) Payment Terms. All invoices shall be delivered electronically to Ezovion SolutionsPvt Ltd.,, Attn: Kasiviswanathan Shanmugam at Kasi.Shanmugam@qeassure.com/ and are due and payable within thirty (30) days after the date the invoice is transmitted to such email address. Payments received by Ezovion under this Agreement after their due date will incur late charges at a rate equal to one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is lower, and such amounts will be billed to Partner by Ezovion. Partner will be responsible for payment to Ezovion regardless of if or when it receives funds from End Users. 

4.  Additional Partner Responsibilities.

(a) As may be further set forth in the Channel Requirements, Partner shall actively promote and market the Products in the Territory and train Partner personnel to a high level of proficiency with the Products. For the resale of Products, (i) such Products shall not be shared among multiple End Users, as each End User requires a separate license; (ii) length of term shall be consistent with Ezovion requirements; and (iii) pricing shall be as set forth in Ezovion‘s then-current price list. Partner will present End Users with Ezovion’s end-user license agreement. For avoidance of doubt, Ezovion requires a fully executed Master Service Agreement from each End User prior to delivery of Products and the terms and conditions of End User license agreement shall be between Ezovion and the End User. 

(b) channel partner is responsible for “lead closure”. Lead closure includes, identify leads, demo, follow-up, implement/training support, revenue realization, post-implementation support, and L1 support. 

5. Partner Support of Products. Partner shall not provide hosting of the Products but shall instead provide support in furtherance ofEzovion‘s hosting on the terms set forth in the following documents, which are available upon request: 

(a) If Hosted By Ezovion, as set forth in the attached Support Attachment – Service & Support for Cloud Customer (operation hosted) 

(b) If Hosted on End-User or Outsourced Premise, as set forth in the attached Support Attachment- Maintenance and Support for Ezovion On-Premise Private Cloud. 

Channel Requirement: 

Addendum to Partner Agreement 

Outsourcing Services Addendum 

(Managed Services) 

This Outsourcing Services Addendum – Managed Services (“OSA”) Addendum is hereby attached to and incorporated in the Partner Agreement. Only when Partner acts as a managed-service provider to its End User where Ezovion Products are involved, the terms of this OSA will apply.  

1.0 Add the following definitions to Section 1, “Definitions” of the Agreement: 

1.1 “Managed Services” or “Outsourcing Services” means Partner’s services pertaining to the operation, administration, maintenance, and provisioning of Ezovion’s Software Products on behalf of a single named End User. 

 2.0 Section 2(a)2, “Appointment”, is replaced in its entirety with the following: 

    1. Appointment.Ezovion hereby appoints Partner to non-exclusively (i) market the Products in accordance with the terms and conditions of the Partner Tier in the territory set forth in Exhibit A (the “Territory”); or (ii) license, install, operate, and use Products solely for the purpose of providing Managed Services on behalf of and for the benefit of a single named End User, and (iii) only with Ezovion’s written consent and only upon execution by End User of the appropriate licensing terms and conditions with Ezovion, transfer the Products used in the performance of Managed Services on a one-time basis only to the End User on whose behalf such Products were procured. Partner accepts such appointment and agrees to market the Products in the Territory pursuant to this Agreement. This Agreement is not exclusive to Partner; Ezovion reserves the unrestricted right to (i) market, license, integrate, support and service the Products in the Territory, by itself or through others; and (ii) change or discontinue any or all of the Products at any time without notice in its sole discretion. 

 For avoidance of doubt, no Deal Registration is required for those transactions where Partner is to be the licensor of the Products; provided, however, that the Partner must register the opportunity if and when the license is to be transferred to the End User in accordance with subsection (iii) above. 

 3.0 In Section 2(b), License, add the following after “Partner Tier” and before “consistent with the terms set forth herein” in the eighth line:  

“(iii) to provide Managed Services. 

 4.0 Section 2(d)1, “Pricing”, is replaced in its entirety with the following: 

    1. Pricing. Discounts for Managed Services and the resale of Products may be found in the Channel Requirements table set forth in Exhibit B. Managed Services discounts are the same as those listed for product resale within each Partner Tier. 

   5.0 Section 4(b), Restrictions, is replaced in its entirety with the following: 

(b) Restrictions. Pursuant to the License granted hereunder Partner may use the Products solely for the purposes of (i) displaying and demonstrating the operation of the Products to potential End Users in connection with the efforts of Partner to market the Products under the terms of this Agreement; and (ii) permitting End Users to test and evaluate their software and/or products (including third parties’ software and/or products which they may wish to use in connection with their products and services); and (iii) when acting as a provider of Managed Services only, use the Products for a single End User solely for the purposes of testing and evaluating the software and/or products (including third parties’ software and/or products which such End User may wish to use in connection with their products and services).

Partner 

agrees that it will not (1) reverse engineer, disassemble, decompile or attempt to derive the architecture or design, or any source code contained in the Products, (2) modify or undertake any development on the Products, (3) otherwise translate or use the Products except as specifically allowed by this Agreement, or allow any person or entity (whether with or without consideration) the right to do any of the foregoing; (4) sublicense, transfer and/or assign (except as otherwise provided in Sections 2.b. and 1D.c. herein) the Products to any third party, whether with or without consideration; (5) render any services to third parties using the Products; (6) remove or in any manner alter any product identification, proprietary, trademark, copyright or other notices contained in the Products; or (7) allow any third parties to use the Products (except as otherwise provided in Sections 2.b. and 4.d. herein). Partner may not make any copies of the Products or any portions thereof. 

 

6.0 Licensing Terms as a Managed Services Provider 

Where Partner is providing Managed Services in any given transaction, the following additional licensing terms apply to the Partner: 

A. Outsourcing License. In consideration of Partner’s compliance with the undertakings herein contained, Ezovion hereby grants Partner a non-exclusive, non-transferable, revocable, non-assignable limited license (the “License”) to use the Products and any Third Party Software or Hardware (as defined below) to test and evaluate the software and/or products (including third parties’ software and/or products which they may wish to use in connection with their products and services) in connection with third parties’ hand-held phones, smart phones, tablets and PDAs on behalf of a single named End User only. Partner shall not alter any provided trademarks of Ezovion SolutionsPvt Ltd. (“Ezovion“), which are hereby licensed to Partner for the sole purpose described herein. 

B. Scope of Rights. Any Software licensed hereunder shall be in object code form only, all subject to the following terms and conditions during the term of this Agreement. This Agreement confers no title or ownership and is not a sale of any rights in the Products. All rights not expressly granted to Partner are reserved solely toEzovion and/or its licensors. Nothing herein should be construed as granting Partner, by implication, estoppel or otherwise, a license relating to the Products other than as expressly stated in this Agreement. 

 C. Early Termination or Transfer of Licenses used for Managed Services.

(1)  Early Termination. If an End User ends its Managed Services relationship with Partner prior to the end of the License term (as stated on Partner’s Purchase Order), such License to Partner shall terminate (“Early Termination“) and all Products returned to Ezovion, except as set forth in Section C(2), below. Partner may not use the License for any other end user or for its own internal use. 

(2)  Transfer of License. If the End User wishes to continue use of the Products following Early Termination, Partner may sell the remaining License term or an extended License term to such End User with Ezovion’s prior written consent and further subject to such End User’s agreement to appropriate licensing terms and conditions with Ezovion. 

 

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