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.
2.2 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.
3.3 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.
(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.
(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.
(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.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the Effective Date
Ezovion Solutions Pvt Ltd, —————————————
PREMIER PLUS PARTNER TIER
These supplemental terms and conditions shall apply to and be a part of the Agreement.
(a) Fees. Where Partner provides a referral to Ezovion, Ezovion agrees to pay to
Partner a referral fee equal to the percentage set forth in the Channel Requirements. Such percentage will be:
(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
(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) Supply. Ezovion 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.
(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.
(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.
Addendum to Partner Agreement
Outsourcing Services Addendum
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:
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:
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:
(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.