Memorandum of Understanding

This Memorandum of Understanding (the “Agreement” or this “Referral Agreement” or the “MOU”), effective as on the date of signing of this Agreement (the “Effective Date”), is made and entered by and between:

Party A, or, Company (the details of which are mentioned in Annexure 1 as Party A)

And

Party B, or, DP Buddy (the details of which are mentioned in Annexure 1 as Party B)

(hereinafter referred to individually as a “Party” and collectively as “the Parties”).

RECITALS

A. WHEREAS, the Company owns and operates a proprietary web-based platform with the name “DealPlexus (www.dealplexus.com)” which assists promoters and finance professionals (capital seekers, looking to buy/sell their assets, raise growth capital, seeking strategic advisory etc.) by connecting them to the financing partner network.; and

B. Whereas DP Buddy is a finance professional /entity engaged in providing services in financial sector and serving their clients in the fields of fund raising, strategic advisory, restructuring etc. among others. DP Buddy desires to connect to the financing partner network by becoming a channel partner with DealPlexus, hereinafter referred as “DP Buddy”. 

C. Both parties now wish to enter into this Agreement for a mutually rewarding business relationship as detailed in Clause 1 below, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants, agreements, and promises set forth herein, the parties agree as follows:

 1.   REFERRAL ARRANGEMENT.

Commencing as of the Effective Date of this Agreement, DP Buddy shall, from time to time, refer to Company certain clients/investors (hereinafter referred to as “Referred Clients”). Subject to DP Buddy’s compliance with the remaining provisions of this Agreement in each case, and subject to Company’s acceptance of such Referred Clients/investors, Company agrees to compensate DP Buddy in accordance with clause 2 below. 

2. REFERRAL FEE.

i) The Referral fee payable to the DP Buddy on the partner deals currently on the platform is given in the Annexure-2 to this MOU. For deals introduced subsequently on the platform, the referral fee shall be decided and intimated to the DP Buddy on case to case basis on launch of each product under this referral arrangement. 

ii) The Fee mentioned in the Annexure gives a fair idea on the range of fee that will be shared by the company with the Buddy. The actual payout shall be based on the actual product/service, the partner involved, the volume of transactions and the level of involvement of the Buddy in the transaction.

3. PAYMENT CONDITIONS.

The payment of referral fee to DP Buddy  shall be made on successful closure of the business transaction and receipt of consideration from clients under this Referral Arrangement. .

4. OBLIGATIONS OF THE DP BUDDY

DP Buddy shall ensure that he has procured consent of the Referred Clients before sharing their data with the Company. DP Buddy shall be responsible for all approvals and consents in connection with business transactions to be entered on behalf of the Referred Clients.     

5. CONFIDENTIALITY

Both parties shall keep all information of confidential nature such as any and all information of confidential nature-technical, commercial or of any other kind, whether documented or not (“Confidential Information”), received from the other party in whatever form strictly confidential and shall not disclose it to third parties without the prior written consent of the other party. Both parties undertake, (i) not to use the other party’s Confidential Information except solely for the purposes contemplated by this agreement or as is required in normal course of business (ii) to protect such Confidential Information, with the same degree of care as the party normally uses to protect its own Confidential Information and proprietary information against public disclosure, but in no case, with any less degree than reasonable care (iii) not to disclose Confidential Information to any of the party’s personnel other than those for whom such knowledge is essential for the purposes contemplated in this Agreement or for their normal course of business and such disclosure shall be made only on the conditions of strict confidentiality. It is agreed and understood between the parties that the personnel to whom such Confidential Information is disclosed shall also be bound to observe confidentiality with respect to it.  The party disclosing such Confidential Information to its personnel shall be liable for any breach of confidentiality by its personnel with respect to such information.

6. NON CIRCUMVENTION

DP Buddy agrees and undertakes that he/she/it shall not interact with the Partners/Service Providers/investors of the Company directly or indirectly for business transactions contemplated under this Referral Agreement, for any purpose whatsoever, without prior specific approval of the Company.

7. TERM AND TERMINATION

This Agreement shall be valid from the Effective Date unless terminated earlier in accordance with the provisions contained herein:

7.1 The Parties shall have the right to terminate the agreement by giving 15 days prior written notice in writing to the other Party, if there is a breach of the material terms of this Agreement and if the Party at fault fails to cure such breach, the agreement stands terminated on the 15^th day of such written notice.

7.2 Either Party may terminate this Agreement for convenience by giving one-month prior notice in writing to the other party, without giving any reason whatsoever. 

7.3 In case of termination of Agreement under clause 7.1 above, then payment of referral fee shall terminate immediately on the effective date of termination. In case of termination for any other reason, referral fee shall be paid by the Company to DP Buddy until one year from the date of termination, or till the date the referred clients of the DP Buddy continue to generate revenue for DP, whichever is earlier.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 DP Buddy agrees that any Trade Marks, Logos, Trade Names or Identifying Slogans or any other Intellectual Property Rights which are the property of the Company cannot be used by the DP Buddy in any manner whatsoever without prior written approval of the Company.

8.2 In the event of termination of the Agreement for whatsoever cause, DP Buddy’s right to use any Trade Marks, Logos, Trade Names or Identifying Slogans or any other Intellectual Property Rights of the Company shall cease immediately.

9. INDEMNIFICATION

Either party shall always keep the other party indemnified and harmless for all actions, losses, costs, charges, proceedings etc. which the said party might suffer due to any act or forbearance on the part of another party in contravention of any laws, rules, guidelines or any other acts or deeds in respect of the services provided under this Agreement, except for loss of profit and/or business opportunity.

10. LIMITATION OF LIABILITY

10.1 Subject to Clause 11.2 below, in no event, Company shall be liable for any claims arising out of or related to this Agreement which exceeds, regardless of the number of claims, in respect of all matters, equal to the sum of all fee earned by the Company from DP Buddy’s referrals during the preceding 3 months or if the duration of the Agreement has been less than three months during such shorter period, as may be applicable. 

10.2 To the extent permitted by law, neither Party shall be liable in any way for any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings), loss of goodwill or reputation, or special or indirect or consequential losses (whether foreseeable or not) suffered by the other Party arising out of any matter to which this Agreement relates, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, even if it has been advised of the possibility of such damages.

11.    FORCE MAJEURE

Neither party to this agreement will be liable for failure to perform any of its obligations hereunder during any period in which such performance is delayed by fire, flood, war, riot, embargo, organized labour stoppage, earthquake, hurricane, acts of civil or military authorities, acts of terrorism, acts of God and break down of communication facilities, breakdown of web host, breakdown of internet service provider etc. beyond the reasonable control of the parties, provided however that the party did not act in a reckless manner or did not wilfully misconduct itself and the party suffering such delay notifies the other party in writing of the occurrence of such event.

    12. NOTICES

Any notice required to be given under the terms of this agreement shall be in writing and shall be sufficient if delivered or mailed by registered or certified mail, postage prepaid, or faxed to the parties at the address given herein below:

If to DP Buddy : DP Buddy (the details of which are mentioned in Annexure 1 as Party B)

If to Company : (the details of which are mentioned in Annexure 1 as Party A)

13. MISCELLANEOUS.

a. This Agreement shall be governed, construed, and enforced in accordance with and subject to the laws of India without regard for its conflict of provisions of law. The Recitals at the beginning of this Agreement are covenants of the parties and are a material part of this Agreement. This Agreement has been prepared and finalized by both parties and their respective attorneys. 

b. The individuals whose signatures appear below each warrant that they are duly authorized to sign this agreement on behalf of the company whose name appears above their signature.  Each party represents and warrants that they have read this Agreement and fully understand its provisions. Each party represents and warrants that they have discussed this Agreement, in its entirety, with their respective attorneys, and this Agreement has been fully explained to them by such attorneys. 

c) This Agreement will be confidential between the parties, and the existence of this Agreement will not be disclosed by either party to any third party (other than accountants and/or attorneys of the parties, who have a legitimate need to know, and who are bound by similar obligations of non-disclosure relative to this Agreement), except to the extent required by law or regulation.

d) Those provisions of this Agreement which by their nature survive termination, shall so survive any termination hereunder, including any obligation to make payment under the terms of this Agreement.

e). This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels all previous negotiations, agreements or commitments by the parties whether oral or written.  This Agreement may be executed in counterparts and each shall constitute one instrument. Copies of signatures shall be treated as originals.

Accepted and agreed:

For Jindagi Live Digital Private Limited 

Sunita Maheshwari, Director                                            DATE : {{date('Y-m-d')}}

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Annexure 1 :

Party A: 

Jindagi Live Digital Private Limited 

443, 4^th floor, Tower A, Spaze IT Park, 

Sohna Road, Gurgaon-122001

Annexure-2 to MOU