SERVICE LEVEL AGREEMENT AGREEMENT This Agreement is entered into on DD MM YYYY by and between SuntexIT Solutions Pvt Ltd., WHEREAS, Sales Agent intends to market RSSP, as permitted by law and WHEREAS, Call Center desires to act as a non-exclusive marketer of the Services to qualified business. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: Appointment SuntexIT Solutions Pvt Ltd., hereby appoints XXXXXXX and hereby accepts appointment, as a non-exclusive marketer of the UK RSSP Sales program. 1. Program Description Suntex shall as needed, provide reasonable online training and sales support, to XXXXXXX marketing personnel relative to the sale and marketing of the. In connection with XXXXXXX use of certain promotional materials with respect to the services, grants to XXXXXXX a nonexclusive, nontransferable right and license to use solely as set forth below certain words and designs used by and owned by Suntex which words and designs shall be identified by Suntex in writing (the SUNTEX Marks”). Such use shall be limited as follows: XXXXXXX may use the SUNTEX’s Marks only to identify and describe the SUNTEX and may use the SUNTEX Marks only in the form; color(s), design and manner prescribed or approved by SUNTEX from time to time, and shall not modify or alter the SUNTEX Marks without the prior written consent of SUNTEX. XXXXXXX has paid no consideration for use of the SUNTEX Marks and shall have no equitable or legal right, title or interest in or to the SUNTEX Marks. All right, title and interest in and to the SUNTEX Marks shall remain in SUNTEX. XXXXXXX have the right to use the SUNTEX Marks as set forth herein shall cease upon expiration or termination of this Agreement. 2. Limitation of Liability; Indemnification (1) Both parties’ cumulative liability to the other party for all losses, claims, suits, controversies, breaches or damages (“Claims”) arising out of or related to this Agreement, for any cause whatsoever and regardless of the form of action or legal theory, shall not exceed the fees paid to XXXXXXXXX hereunder during the twelve months (or such lesser period) prior to the date of occurrence of such Claims. Both parties understand the limitation on damages set forth in this Section 4 (1) to be a reasonable allocation of risk and expressly consent with respect to such allocation of risk. (2) Not withstanding anything in this Agreement to the contrary, in no event shall either party, its affiliates or any of its or their directors, officers, employees, agents or representatives be liable under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity has been advised of the possibility of such damages. 3. Confidentiality The term Confidential Information shall mean: (1) Any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, products, customer records, cardholder information, employee information, planning information, marketing strategies, plans, finance operations, customer relationships, customer profiles, sales estimates, marketing methods, Product design, customer service techniques, business plans, and internal performance results relating to the past, present or future business activities of either Party, its parent corporation, subsidiaries and affiliates and the customers, clients and suppliers of any of the foregoing. (2) Any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality afford a Party a competitive advantage over its competitors; and (3) All confidential or proprietary concepts, documentation, reports, data (including magnetic tapes), Copyrights © 2012 - All rights reserve. specifications, computer software, source code, object code, flow charts, databases, inventions, information, know-how, show-how and trade secrets, whether or not patentable or copyrightable. (a) A Delivering Party means the party delivering any Confidential Information under this Agreement. (b) A Receiving Party means the party receiving any Confidential Information under this Agreement. The term Confidential Information does not include material which: (a) Is or becomes generally available to the public other than as a result of disclosure by the Receiving Party; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure; (c) becomes available to the Receiving Party on a nonconfidential basis from a person or entity not bound by a confidentiality agreement with the Disclosing Party or is not otherwise prohibited from transmitting the Confidential Information to the Receiving Party; or (d) is independently developed by the Receiving Party by a person or persons having no contact with the Confidential Information. 1. Standard of Care All Confidential Information shall be held in strict confidence by the Receiving Party and shall not be used by the Receiving Party for its benefit, or for the benefit of any other person, or for any purpose other than is strictly necessary for the purpose of performing services for the Disclosing Party. The Receiving Party shall have a duty and obligation to hold all Confidential Information in confidence strictly for, and on behalf of the Disclosing Party, and the Receiving Party shall take all reasonable precautions to protect Disclosing Party’s Confidential Information to the same extent it protects its own similar confidential and proprietary information and materials which it does not wish to disclose to the public. The Receiving Party further agrees that this Agreement shall apply to and bind not only to it, but also all of its officers, directors, affiliates, employees, assigns and successors and Third Parties (as defined below). 2. Employee Disclosure The Confidential Information shall only be disclosed by the Receiving Party to its employees on a need to know basis, and then only to the extent necessary for the purpose of enabling such employees to perform their assigned tasks. The Receiving Party shall inform any such employees of the confidential nature of such. 3. Third Party Disclosure The Receiving Party shall not disclose Confidential Information to any third party, agent, representative or subcontractor (a Third Party) without the Disclosing Party’s written approval and shall obtain express written consent by such Third Party acknowledging that they are bound by the terms of this Agreement; provided, however, when the Receiving Party is LEB, then LEB may disclose the Company’s Confidential Information to its Third Party contractors having a need to know in order to perform services for LEB provided that such Third Party contractor have signed LEB’s standard professional services agreement or such other agreement that contains a nondisclosure provision whereby such Third Party contract will not to disclose LEB’s confidential information (including other party’s confidential information provided to the LEB such as the Company’s Confidential Information). The Receiving Party will be responsible for any breach of this Agreement by a Third Party. 4. Legal Disclosure If the Receiving Party is requested pursuant to, or as required by, applicable law, regulation or legal process to disclose any of the Confidential Information, the Receiving Party will notify the Disclosing Party promptly so that the Disclosing Party may seek a protective order or other appropriate remedy, or, in the Disclosing Party’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained, or that the Disclosing Party waives compliance with the terms of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which it is advised in writing by counsel is legally required and will use its best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. 5. Return or Destruction of Confidential Information Upon the request of the Disclosing Party (which request Copyrights © 2012 - All rights reserve. may be made at any time upon reasonable notice), the Receiving Party will promptly destroy (or, if stored electronically, purge) or deliver to the Disclosing Party (at the Receiving Party’s expense) all copies of written Confidential Information (except for that portion of the Confidential Information that may be found in analysis, compilation, or other documents prepared by the Receiving Party or a Third Party) in the Receiving Party’s or a Third Party’s possession. That portion of the Confidential Information that may be found in analysis, compilations and other documents prepared by the Receiving Party or a Third Party will continue to be subject to the terms of this Agreement or shall be destroyed (or, if stored electronically, purged). The destruction or purging of Confidential Information pursuant to this paragraph shall be certified in writing by an authorized officer supervising such destruction or purging. 6. Ownership All Confidential Information shall remain the property of the Disclosing Party. Disclosure of the Confidential Information shall not be construed as granting the Receiving Party any right, title or interest of any kind in any Confidential Information. 4. Term (1) This Agreement shall be effective for a period of six months from the effective Date. This Agreement shall be automatically renewed for successive six month term unless one party gives written notice of termination to the other party at least sixty (60) days prior to the effective renewal date. (2) Upon thirty days prior written notice, any party may terminate this Agreement for cause. “For cause” means any material breach of the terms of this Agreement that is not remedied within ten (10) days of delivery of written notice of such breach by the non- breaching party. 5. Payments (1)SUNTEX will make 1st payment after 30 days of first processed order. Thereafter payments will be made weekly. (2)SUNTEX and XXXXXXXX acknowledge that a payment of £500 is to be paid to SUNTEX towards refundable security deposit as a process procuring fee. (3)Mode of payment should be in the name of Suntex Solutions Pvt Ltd., by PayPal or via wire transfer. (4) All payments to the XXXXXX will be made via wire transfer. 6. Database SUNTEX will provide database at nominal cost; XXXXXX will have to dial on the provided database. 7. Miscellaneous (1) No party to this Agreement may assign it rights under this Agreement to a third party without the prior written consent of the other party; provided, however, that either party may assign this Agreement to any party controlling, controlled by, or under common control with such party or to any successor of all or substantially all of such party’s business by way of merger, consolidation, sale of assets or other form of acquisition or reorganization. (4) Each party (a “Recipient”) acknowledges that, during the performance of this Agreement, the Recipient may have access to certain Trade Secrets (as defined below) of the other party (an “Owner”) and certain Confidential Information (as defined below) of Owner (collectively the Trade Secrets and Confidential Information of an Owner shall be known as the “Proprietary Information” of such Owner). Recipient shall hold the Proprietary Information of Owner in strict confidence and shall not directly or indirectly copy, reproduce, distribute, manufacture, duplicate, reveal, publish, disclose, cause to be disclosed or otherwise transfer the Proprietary Information of Owner to any third party or utilize the Proprietary Information of Owner for any purpose whatsoever other than as specifically authorized herein. Recipient may make the Proprietary Information of Owner available only to full time employees of Recipient who have a need to know such information for the purposes hereof and who have executed written agreements requiring them to recognize the proprietary and confidential nature of the Proprietary Information of Owner and to comply with the nondisclosure obligations set forth herein. Recipient acknowledges and agrees that the Copyrights © 2012 - All rights reserve. Proprietary Information of Owner is and shall at all times remain the sole and exclusive property of Owner, and, upon the request of Owner, Recipient shall return immediately to Owner all Proprietary Information of Owner and any copies thereof in its possession or under its control. Upon return of such Proprietary Information of Owner, Recipient shall provide Owner with a signed, written statement that it has returned all Proprietary Information of Owner and any copies thereof. Any communications and notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated by the parties. Unless required by applicable law, neither party shall disseminate or make public or cause to be disseminated or made public any information regarding the transactions contemplated hereunder without the prior written approval of the other party, which approval shall not be unreasonably withheld. For the purposes of this Agreement, “Trade Secrets” means information which: (a) derives economic value, actual or potential, from not being generally known to and not being ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. For the purposes of this Agreement, “Confidential Information” means information, other than Trade Secrets, that is of value to its owner and is treated as confidential, including, without limitation, the terms and existence of this Agreement and, with respect to SUNTEX, the SUNTEX Marks. With regard to the Trade Secrets, this obligation shall continue for so long as such information constitutes a trade secret under the laws of the United Kingdom. With regard to the Confidential Information, this obligation shall continue through the term of this Agreement and for a period of three (3) years thereafter. (3) All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the first day after transmission if sent by facsimile transmission, or on the third day after mailing if mailed to the party to whom notice is to be given, by certified mail properly addressed as follows: SuntexIT Solutions P Ltd., Email id: firstname.lastname@example.org (4) This Agreement constitutes the entire agreement between the parties pertaining to the subject matter that is contained herein. It supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all of the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. (5) If either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance shall be deferred for a period of time equal to the time lost by the delay or inability to perform due to such factor beyond their control. (6) To the extent that any provision of this Agreement conflicts with governing law or any provision is held to be null, void, or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision will be deemed to be restated to reflect as nearly as possible the original intention of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants, and restrictions of this Agreement will remain in full force and effect. (7) The parties are acting as independent contractors, and under no circumstances shall any of the employees of one party be deemed the employees of the other for any purpose. This Agreement does not constitute either party as the agent or legal representative of the other party and does not create a partnership or Copyrights © 2012 - All rights reserve. joint venture between the parties. Neither party shall have any authority to act for the other party in any agency or other capacity, to make commitments of any kind for the account of, or on behalf of, the other party or to contract for or bind the other party in any manner whatsoever. (8) This Agreement shall be construed in accordance with, and governed by, the laws of Govt of UK, without regard to its principles of conflict of laws. The parties agree that any suit, action, or proceeding arising out of or relating to this Agreement, or the interpretation, performance or breach of this Agreement, shall be filed and heard only in the courts of state of India (9) This Agreement may be executed in counterparts and by facsimile, and each such counterpart shall be deemed an original, and all such counterparts together shall be deemed one and the same agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. --,--,-- Suntex Soltions P Ltd., Copyrights © 2012 - All rights reserve.
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