Affiliate Agreement

Agreement dated 29/10/2022

TERM SHEET

Parties	This Agreement (as set out in the summary and in the full terms) sets out the terms and conditions under which NIPA GENX ELECTRONIC RESOURCES AND SOLUTIONS (P.) LTD of 103, Vikas Surya Plaza, CU Block, LSC Market, Pitam Pura, NEW DELHI – 110088, CIN: U22219DL2017PTC326863 and GST # 07AAFCN8621E1ZJ or its licensees (“Publisher”) grants ________________________ (the “Affiliate”) the non-exclusive and limited right to be an Affiliate to solicit sales and to provide related services that will be provided to the Publisher’s customers by the Affiliate.
Products	Subscriptions to access e-books / e-products / e-resources / digital products and various other online course products made available to Authorised Customers through the NIPA platform or such other platform which may be used by NIPA / Publisher in its sole discretion. The Publisher shall provide a list of available titles and products to the Affiliate, which may be updated from time to time by the Publisher in its sole discretion.
Territory	India and Abroad in Online Mode
Authorised Customers	Individuals, Corporates, Companies, Universities, Colleges, Libraries, Academic Institutions within the Territory
Exclusivity	Non-exclusive
Affiliate Obligations	The Affiliate shall use best efforts to promote and market the Products to Authorised Customers and undertakes to cover the specified Territory regularly and to the best of its ability. The Affiliate shall conduct its business in a way that reflects positively on the Publisher and the Products. The Affiliate acknowledges that the Products cannot be hosted in any LMS or other 3rd party platforms or applications unless a specific agreement has been reached with the Publisher. Once every calendar quarter, the Affiliate shall supply the Publisher with a written summary of the customers presented to and the results of such presentations. The Affiliate shall immediately inform the Publisher if it begins to promote, market or distribute similar or competing products to customers in the Territory.
Additional Affiliate Services (If Applicable)	Support for Project Implementation Support for User Training Support for User Onboarding Support for all User enquiries Drive Usage of solution To be performed in accordance with the processes and workflows as directed by the Publisher from to time to time. (ONLY IF APPLICABLE)
Publisher Obligations	The Publisher will assign a staff member for the Authorised Customer to oversee the full set up of electronic access to the Products and manage the Authorised Customer’s account throughout the Licence Term. The Publisher shall assume responsibility for the initial set up and access to the Products through the relevant platform. The Publisher shall provide to the Affiliate marketing and support material on demand.
Term	From the date of this Agreement until March 2023. This Agreement shall be extended for further successive periods of one (1) year on written agreement by both parties.
Customer Price	The Affiliate may not, unless otherwise agreed in writing, offer or apply any direct or indirect price or promotional reductions, discounts or allowances (including, without limitation, credits, bundling, loyalty/rewards programs, store allowances and rebates) in connection with the marketing or sale of the Products, unless agreed with the Publisher.
Fulfilment of Orders	The Affiliate shall advise the Publisher of all the details of any confirmed adoption in a timely manner soon after the confirmation by the Authorised Customer is made. All orders are subject to acceptance and approval by the Publisher. The Affiliate shall ensure that the Authorised Customer delivers all necessary data to the Publisher for the provision of access to the required Products through the NIPA platform. All access communication to the Authorised Customers shall be managed by the Affiliate.
Commission to Affiliate	The Affiliate shall be entitled to a Commission paid on NET revenue received from orders and renewals of the Products directly generated by the Affiliate in the Territory during the Term of this Agreement, unless excepted as specified below, as follows: - ____% on Net Receipts (as defined in email) for acting as an Affiliate and securing the relevant deals. All commercials mentioned in this Agreement are exclusive of any Taxes / GST unless specifically mentioned otherwise and shall be subject to withholding (TDS), as required by applicable law. ‘Net Receipts’ are defined as actual amounts received and earned by the Publisher, net of any commissions, discounts, waivers, credits, discounts, adjustments, referrer fees, excise, sales, use or other applicable tax, bad debts, credits. For the avoidance of doubt no commission or amounts shall be paid to the Affiliate for any customer orders or renewals: entered into following the termination or expiration of this Agreement; where the customer has an existing subscription to the on-line Products placed directly with the Publisher; or the customer had cancelled or failed to renew a subscription to the on-line Products less than twelve months prior to the subscription or renewal through the Affiliate; or the customer enters into a Customer Agreement directly with the Publisher or another Affiliate which permits the customer to access the Products as part of a larger offering by the Publisher or another Affiliate; or the customer opts to renew a subscription directly with the Publisher or with another Affiliate, provided that the Publisher will not directly solicit renewals from the customer.
Invoicing to Customers	Publisher shall invoice the Customers directly.

The parties each agree to the terms of this Agreement (which expression includes this Term Sheet and the attached Terms and Conditions).

1. Definitions
1.1. The words and phrases in the left hand column and defined in bold on the Term Sheet will bear those meanings when they are used in these Terms and Conditions. Reference to days in this Agreement and on the Term Sheet shall mean calendar days.
1.2. “Agreement” refers to this Agreement and includes the Term Sheet, these Terms and Conditions, all Annexures and any addendums.

2. Limited Appointment
Subject to this Affiliate Agreement, the Publisher grants the Affiliate a non-exclusive, non-transferable right to solicit sales of the Digital Product(s) and licenses to the Products to Authorised Customers in the Territory. This right to act as an Affiliate does not apply to any other types of customers or products, unless separately agreed. This limited right only applies to the right to solicit sales as directed by the Publisher. The Affiliate shall not be granted the authority to enter into any agreements on behalf of the Publisher; all potential sales shall be directed to the Publisher to conclude and finalise.

3. Products – IP Enforcement
3.1. The Affiliate shall not cause or permit anything which may damage or endanger the intellectual property of the Products or Publisher trademarks or assist or allow others to do so. The Affiliate shall promptly report to the Publisher all incidents of copyright infringement that come to the attention of the Affiliate and the Affiliate shall co-operate in all enforcement actions that may be brought by the Publisher.

4. Marketing and Promotion.
4.1. Subject to this Affiliate Agreement, the Affiliate is permitted to identify itself as a representative of NIPA solely in connection with the Affiliate’s limited right to solicit sales of Products. The Affiliate may not use any NIPA or NIPA trademark, logo or service mark except as permitted by the Publisher. All goodwill arising from any use of any of the Publisher’s marks inures to the benefit of the Publisher.
4.2. The Publisher hereby grants the Affiliate permission to use its name in advertising or soliciting sale of the Products. All such uses shall be subject to the prior written approval of NIPA. NIPA shall not unreasonably withhold approval of the advertising, and shall respond to any request for approval within ten (10) business days of written notification of the advertising.

5. Obligations
5.1. The Affiliate and the Publisher shall perform their respective obligations as set out in the Term Sheet in a professional manner.
5.2. Aside from the Commission, the Publisher is not required to reimburse the Affiliate for any costs or expenses incurred in carrying out its obligations and services under this Agreement.

6. Intellectual Property
6.1. All rights (including without limitation copyrights, patents and trademarks) in the Products (including without limitation the content, images, structure, sequence, organisation, flow, logic, source code, object code and all means and forms of operation of the Products) are the sole and exclusive property of the Publisher, and/or its licensors.
6.2. The Affiliate acknowledges and agrees that the Publisher owns and retains all rights, including copyright, in the Products and all marketing and promotional materials and subscriber lists and data, including without limitation all such materials, lists and data that may be generated by the Affiliate under this Agreement. The Affiliate hereby assigns to the Publisher the entire copyright and all other rights of whatsoever nature in and to all products of the Affiliate's services provided to the Publisher throughout the world for the full period of copyright and all renewals and extensions. The Affiliate will share subscriber lists, data and any other products of the services provided to the Publisher at the Publisher’s request. The Publisher hereby acknowledges that the subscribers may be mutual customers of the Affiliate, by means of purchasing other Affiliate’s or third party products from the Affiliate; and consequently part of the information contained in the subscribers list and data owned by the Publisher may also be contained in the customer data owned by the Affiliate corresponding to all the products the Affiliate promotes and sells.

7. Payment Terms and Taxes
7.1. The Affiliate shall invoice the Publisher for the agreed amount of Commission payable to the Affiliate by the Publisher. All commercials mentioned in this Agreement are exclusive of any Taxes / GST unless specifically mentioned otherwise and shall be subject to withholding (TDS), as required by applicable law. Taxes / GST, as applicable, would be extra and charged separately on each invoice raised by the Affiliate on the Publisher.
7.2. All Products are non-refundable, other than as required in accordance with any applicable consumer or other laws.

8. Warranty & Indemnity
8.1. The Affiliate warrants that (i) it will not make any representations regarding the Publisher, on the Publisher’s behalf, or about any Products, other than as authorised in writing by the Publisher, (ii) that it will not engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to the Publisher or its products and agree to comply with all applicable laws and regulations while operating under this Affiliate Agreement, (iii) that it has the full power, authority and capability to enter into this Agreement and to fully perform the services and functions hereunder in a professional high-quality manner (and no other agreement to the contrary prevents it from entering into this Agreement, and (iv) that it shall ensure compliance with all applicable laws, including but not limited to anti-bribery and anti-corruption laws as well as all applicable current and future data privacy laws, rules and regulations. The Affiliate agrees to indemnify, defend and hold harmless the Publisher, its licensees, and their respective affiliates, parents and subsidiaries and their respective officers, directors, Intermediaries, representatives, successors and assigns, against any and all liability and expense, including counsel fees and costs, arising from or out of any breach or alleged breach of these representations and warranties or any of the other terms of this Agreement.
8.2. The Publisher represents and warrants that it has full power and authority to enter into this Agreement and that the Products are not illegal and to the best of the Publisher’s knowledge do not infringe on the rights of any third party.

9. Confidentiality
9.1. Affiliate shall keep confidential and not disclose to any person or entity all information Affiliate may learn relating to the Publisher’s business, the provisions of this Agreement, and other confidential and proprietary information as to the Publisher, its affiliate companies, its staff and its operations (the “Confidential Information”). Affiliate shall use the Confidential Information solely as necessary to perform the services under this Agreement and shall not use any Confidential Information for Affiliate’s own benefit or the benefit of any third party or in such a way as to obtain commercial advantage over the Publisher. The Affiliate shall use all reasonable efforts to protect the Confidential Information from disclosure. Upon conclusion of this Agreement or upon the Publisher’s request, Affiliate shall return or destroy all Confidential Information (and shall provide a certificate of destruction upon the Publisher’s request).
9.2. Affiliate warrants and represents that it will comply with all applicable laws, statutes and regulations relating to data protection and privacy and shall have and shall maintain in place throughout the Term policies to ensure compliance with the relevant legal requirements and the policies, and shall enforce them where appropriate.

10. Term / Termination
10.1. This Agreement is for the Term set out in the Term Sheet unless until terminated earlier in accordance with the terms of this Agreement.
10.2. Either party may terminate this Agreement in whole or in part:

• 10.2.1. on 14 days’ notice if there is a breach of the terms, if notice has been given by either party of the breach and the other party has not remedied such breach within 14 days of notification; or
• 10.2.2. immediately, in the event that the other party goes into liquidation (except as part of a genuine corporate reconstruction), administration or receivership, or enters an arrangement with its creditors or the equivalent of these under any relevant national law; or
• 10.2.3. immediately by the Publisher in the event that the Publisher has reasonable cause to believe that the Affiliate has acted outside the scope of its express authority or has failed to comply with the Anti-bribery or corruption provisions in clause 8.1 of this Agreement.

10.3. The Publisher or the Affiliate may terminate this Agreement for no cause on giving 3 (three) months written notification to the other party.

11. Limitation of liability
11.1. For the avoidance of doubt, any and all commitments, indemnities and other terms and conditions offered by the Publisher with respect to use of the Products are made directly by the Publisher to the end user and do not extend to the Affiliate. All express or implied terms, conditions, warranties, statements, assurances and representations in relation to the Product(s) are expressly excluded. The Affiliate acknowledges and accepts that access to the Digital Product(s) may be intermittently available due to repair and maintenance and other events outside of the Publisher’s control.
11.2. In no event will the Publisher, including its agents, licensors, employees or contractors, be liable for any direct, indirect or consequential loss (even if the Publisher is or was aware of the possibility of such loss or if such loss was otherwise foreseeable), including, but not limited to, loss of profits, production, data, opportunity or goodwill; or business interruption, however caused and on any theory of liability, including without limitation, contract or tort (including negligence or otherwise) arising during and/or as a result of any performance or non-performance of the Product(s) or of the Publisher.
11.3. To the maximum extent permitted by law, the Publisher’s maximum cumulative liability under this Agreement shall not exceed an amount greater than the amount paid by the Publisher to the Affiliate under this Agreement.

12. General
12.1. If any provision of this Agreement is held to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect to the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.
12.2. If the Publisher waives its rights on any given occasion, this does not mean that there has been a waiver of the Publisher’s rights in future.
12.3. This Agreement, including the Term Sheet and any properly executed amendments constitute the entire agreement between the parties and supersedes all other prior written or oral agreements and negotiations between the parties regarding this transaction.
12.4. This Agreement, the construction and enforcement of its terms and interpretation of the rights and duties of the parties hereto shall be subject to and governed by the laws of India within the State of Delhi under the Jurisdiction of the Honourable Delhi High Court and the Courts subordinate to it. The parties hereby submit to the Exclusive Jurisdiction of the competent Courts at Delhi only.

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AGREED AND ACCEPTED:

_________________________________________Pvt. Ltd. By________________________________________________ Name of authorised signatory As an authorised signatory of ____________ Pvt Ltd __________________________________________________ __________________________________________________

NIPA GENX ELECTRONIC RESOURCES AND SOLUTIONS (P.) LTD By______________________________________________________ Sumit Jain Director for and on behalf of NIPA GENX ELECTRONIC RESOURCES AND SOLUTIONS (P.) LTD 103, Vikas Surya Plaza, CU Block, LSC Market, Pitam Pura, NEW DELHI – 110088, CIN: U22219DL2017PTC326863 and GST # 07AAFCN8621E1ZJ