Channel Partner Policy
- CWM is in the business of CCTV Live Monitoring & Selling CCTV Cameras, DVR and other related components under the brand name “My Third Eye”.
- The CHANNEL PARTNER is engaged in the business of providing consultancy services (as defined hereinafter) and is desirous to market, advertise and develop the business for CWM.
- The CHANNEL PARTNER has represented to CWM that the CHANNEL PARTNER is a well-established Company and has the necessary infrastructure, manpower, and experience in the aforesaid business and it possesses the necessary operational and process capabilities to perform the consultancy services.
Representation of Product and Service:
- CHANNEL PARTNER will offer only the product\services which is\are promoted or given in the product Broacher\Packages uploaded on website or attached as annexure 2.
- Update or any changes if any in the product or services will be provided to the CHANNEL PARTNER in adequate time and the CHANNEL PARTNER will present the same to the customer
- Product or services may be changed without notice to the CHANNEL PARTNER
- If CHANNEL PARTNER does any Mis selling or Mis representation or Mis commitment about product or services, then CHANNEL PARTNER will be directly responsible for the same.
- CHANNEL PARTNER will be responsible for the collection of payment from customer as per plan sold and also will be liable to convey any complaint/concern raised by the client to the CWM.
- CHANNEL PARTNER will collect and provide all the documents like Customer registration form, address proof and others which are required by the CWM to provide service to the client.
- CHANNEL PARTNER will explain the term and conditions of the product and services before selling to client so no issues are raised by the client thereafter related to the product
- CONSIDERATION: In consideration of the consultancy services the CHANNEL PARTNER shall receive the service charges as mutually agreed or mentioned in annexure between the parties from time to time as compensation from CWM subject to the applicable taxes on Monthly Basis.
- CHANNEL PARTNER’s Duties: CHANNEL PARTNER shall act diligently to provide its consultancy service and shall not do anything to harm the reputation of CWM.
- Failure in providing services by CHANNEL PARTNER: Should CHANNEL PARTNER fail to extend its consultancy service as required herein, and should the CHANNEL PARTNER fail to cure the breach created thereby, the CWM shall be compensated by the CHANNEL PARTNER as per the Law of the Land.
- Breach and Disputes: Any breaching Party shall have Sixty (60) Days from the date of notification to cure such breach. Any dispute between the Parties to this Agreement shall be resolved through Arbitration, which shall be governed under the rules and regulations of the Arbitration & Conciliation Act, 1996.
- Entire Agreement: This Agreement supersedes any prior understanding that may have been reached between the Parties. The terms of this Agreement are confidential and shall be maintained by the Parties in accordance thereby.
- Modification: This Agreement cannot be modified except in writing executed mutually between the Parties.
- Except as otherwise provided in this Agreement, the Channel Partner shall keep confidential all confidential information of the CWM which:
- is disclosed, communicated or delivered to the Channel Partner in furtherance to the Purpose for which the Parties are entering into negotiations/discussions;
- comes to the Channel Partner’s knowledge or into the Channel Partner’s possession in connection with negotiations/discussions towards the Purpose irrespective whether such Confidential Information is received before or after the date of this agreement and has been identified/ labeled as “confidential”.
- Except as otherwise provided in this Agreement, neither Party shall disclose to any other person the status, terms, conditions, or other facts concerning the negotiations/discussions as contemplated between the Parties in terms hereof.
- The Channel Partner shall not use or copy the Confidential Information of the CWM except in connection with the Purpose and as both Parties may agree in writing from time to time.
- In the event of the Channel Partner visiting any of the facilities of the CWM, the Channel Partner undertakes that any further Confidential Information which may come to its knowledge as a result of any such visit shall be kept strictly confidential and that any such Confidential Information will not be divulged to any third party and will not be made use of in any way, (whether for its benefit or that of any third party) except in connection with the Channel Partner’s negotiations with the CWM in terms hereof.
- Except as otherwise provided in this Agreement, the Channel Partner shall not disclose or communicate, cause to be disclosed or communicated or otherwise make available confidential Information to any third party other than:
- the Channel Partner’s/directors, officers, employees, or representatives to whom disclosure is necessary for the purpose of negotiations/discussions:
- the Channel Partner’s professional adviser only to the extent necessary for the adviser to advice or protect the rights of the Channel Partner under this Agreement; (each an “Authorized Person”, collectively, the “Authorized Persons”)
- The Channel Partner hereby agrees to advise the Authorized Person(s) that they are obligated to protect the CWM’s confidential Information in a manner consistent with this Agreement. The Channel Partner may disclose some or all of the Confidential Information to the Authorized Person(s), on a need to know basis, provided that by doing so, the Channel Partner agrees to bind those Authorized Person(s) to terms at least as restrictive as those stated herein, advise them of their obligations, and indemnify the CWM for any breach of those obligations. In any event, the Channel Partner shall remain liable for any disclosure by the Authorized Person(s) to any other Person.
- The Channel Partner may disclose Confidential Information to a Related Corporation to the extent necessary to adopt and implement the Purpose or any part thereof, subject to the Related Corporation under-taking to comply with obligations equivalent to those contained in this Agreement.
- Save as provided in this Agreement, no news releases, public announcements or any other form of publicity concerning this Agreement or the terms of this Agreement shall be conducted or released by either Party without the prior written consent of the other party.
- The Channel Partner’s obligations here under shall not apply to Confidential Information if the same is:
- in or enters the public domain, other than by breach by the Channel Partner or any of its Authorized Person(s), or
- known to the Channel Partner or a non-confidential basis prior to disclosure under this Agreement, at the time of first receipt, or thereafter becomes known to the Channel Partner or any of its Authorized Persons(s) without similar restrictions from a source other than the CWM, as evidenced by records, or
- is or has been developed independently by the Channel Partner without reference to or reliance on the CWM’s Confidential Information.
- Except as otherwise provided in this Agreement, a Channel Partner shall not disclose the Confidential Information of the CWM except in the following circumstances:
- the disclosure is authorized in writing by the CWM to the extent so authorized;
- the disclosure is made pursuant to a directive or order of a government entity or statutory authority or any Judicial or governmental agency provided however that the Channel Partner shall promptly notify the CWM so as to enable the CWM to seek a protective order or other appropriate remedy;
- the disclosure is made to any arbitrator or expert appointed to resolve disputes under any final agreement entered into between the Parties on the basis of the negotiations and discussions in respect of the Purpose;
- the disclosure is made pursuant to any applicable laws, rules or regulations or direction of statutory or regulatory authority or stock exchange or order or a relevant court of law.
- The Channel Partner shall inform the CWM of any disclosure to third parties under Clause 22 by the CWM, as far as possible prior to any such disclosure or else, soon after.
- A Channel Partner shall exercise no lesser security or degree of care than that Party applies to its own Confidential Information of an equivalent nature, but in any event not less than the degree of care which a reasonable person with knowledge of the confidential nature of the information would exercise.
- Confidential Information provided by one Party to the other Party is provided for the benefit of that Party only and shall be used solely for the purposes for which it was disclosed.
- Each party acknowledges that a breach of this Agreement by one Party may cause the other Party irreparable damage for which monetary damages would not be an adequate remedy. Accordingly, in addition to other remedies that may be available, a Party may seek injunctive relief against any such a breach.
- All written Confidential Information or any part thereof (including, without limitation, information incorporate in computer software or held in electronic storage media) together with any analyses, charts, compilation, studies, reports or other documents or materials prepared by the Channel Partner or on its behalf which reflect or are prepared from any of the Confidential information provided by the CWM, shall be returned to the CWM or destroyed by the Channel Partner, when requested by the CWM at any time, or when the Channel Partner’s need for such information has ended or when this Agreement expires or is terminated, whichever is earlier. In the event of destruction, the Channel Partner shall certify in writing to the CWM within ten (10) days, that such destruction has been accomplished; the Channel Partner shall make no further use of such Confidential Information nor retain such Confidential Information in any form whatsoever.
- This Agreement shall be effective and binding from date hereof and will continue until and unless terminated in accordance with clause 26 herein.
- This Agreement shall terminate upon the occurrence of the earlier of the following events:
- the execution of binding arrangements between the Parties in pursuance of the Purpose;
- by written agreement between the Parties;
- when either Party notifies the other in writing electing to discontinue the negotiations and discussions in respect of the purpose;
- at the end of one (1) year from the date of this Agreement.
- Notwithstanding the termination of this Agreement, the obligation to maintain confidentiality of the confidential Information provided hereof and the undertakings and obligation in this Agreement shall continue to be binding and applicable without limit in time except and until such information enters the public domain.
- Nothing contained in this Agreement shall be deemed to grant to the Channel Partner either directly or by implication, any right, by license or otherwise, under any patent(s), patent applications, copyrights or other intellectual property rights with respect to any Confidential Information of the CWM nor shall this Agreement grant either Party any rights whatsoever in or to the other Party’s Confidential Information, except the limited right to use and review the Confidential Information as necessary to explore and carry out the proposed Purpose between the Parties.
- Nothing contained in this Agreement shall be constructed as:
- requiring the transmitting party to disclose to the Channel Partner any particular information;
- creating any warranties of any kind in connection with any particular information;
- soliciting any business or business change or incurring any obligations of any kind not specified herein.
- This Agreement is not intended to constitute, create, give effect to, or otherwise recognize a joint venture, partnership or format business entity of any kind and the rights and obligation of the Parties shall be limited to those expressed set forth herein. Any exchange of Confidential Information under this Agreement shall not be deemed as constituting any offer, acceptance, or promise of any further contract or amendment to any contract, which may exists between the Parties. Nothing herein shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both parties. Each Party shall act as an independent contractor and not as an agent of the other Party for any purpose whatsoever and no Party shall have any authority to bind the other Party.
- (a) This Agreement contains the entire understanding between the Parties with respect to the safeguarding of and said Confidential Information and supersedes all prior communications and understandings with respect thereto. No waiver, alteration modification, or amendment shall be binding or effective for any purpose whatsoever, unless and until reduced to writing and executed by authorized representatives of the Parties.
(b) The rights, powers and remedies provided in this Agreement are cumulative and do not exclude the rights or remedies provided by law and equity independently of this Agreement.
- Nothing in this Agreement shall preclude either party from engaging in discussions with any third party (ies) regarding the Purpose, provided that the terms of this Agreement are strictly complied with during such discussions.
- All notices required or permitted to be given hereunder shall be in writing and shall be valid and sufficient if dispatched by registered post, or by telex, cable or facsimile on the following address:
If notice is to Creative Web Mobi.
Title : Mr. Gurpreet Singh
Address : D-59, LGF, Sector-63, Noida, Uttar Pradesh
- This Agreement shall be governed and constructed in all respects in accordance with the laws of India.
- Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved exclusively by arbitration in India and in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall consist of a sole arbitrator who will be appointed with the Parties consent. In the event that the Parties are unable to settle on a mutually acceptable sole arbitrator within fifteen (15) days from the receipt of request to do so from the other party (the “First Selection Period”), the arbitral tribunal shall comprise of three arbitrators such that the Parties shall each appoint one (1) arbitrator within five (5) days subsequent to the First Selection Period (the “Second Selection Period”), and the two appointed arbitrators shall appoint the third arbitrator within ten (10) days subsequent to the Second Selection Period. The third arbitrator shall act as the presiding arbitrator. The place of arbitration will be Delhi and all arbitral proceedings shall be conducted in English. The Parties shall each bear their own legal fees and expenses. All others costs of undertaking the arbitration, including the fees and expenses of the arbitrators and witnesses, will be shared equally between the Parties. The arbitral award shall be final and binding on the Parties. The competent courts of Delhi shall have sole and exclusive jurisdiction with regard to any dispute or controversy arising out of or relating to this Agreement and no other court shall have authority and/or power and/or jurisdiction over this Agreement or part thereof.
- Each representative of the Parties executing this Agreement represents that he/she has the authority to enter into this Agreement and caused it to be effective as of the date first written above.