This Solar Partner Agreement OR Agreement is made and entered into on this __________ _____, 2022 (“Effective Date”), by and between:
Eastern Light And Power Limited (CIN: U7414ODL2015PTC285635), a Company incorporated Under the Companies Act 2013, having its Corporate Office at Unit No 817-818, 8th Floor, Tower 1, Assotech Business Cresterra, Plot No 22, Sector 135, Noida, Uttar Pradesh – 201301 and having its registered office at Office No-303, D-246 Street No. 10, Bali Chambers, Laxmi Nagar, New Delhi - 110092 (hereinafter referred to as “ELPPL”, which expression shall be deemed to mean and include its successors and assigns) of the FIRST PART;
PARTNER NAME, from Partner City (hereinafter referred to as the “Solar Partner” which expression shall be deemed to mean and include its successors and permitted assigns) of the LAST PART.
ELPPL and the Solar Partner are hereinafter singularly referred to as “Party ” and collectively as the “Parties”.
- ELPPL owns and manages online solar platform www.itsmysun.com and other Trademarks (“MYSUN Website”) and is engaged in the business of providing Products to consumers in the residential, commercial, industrial, institutional segments and other consumer categories for their solar energy, energy saving and energy management needs.
- (B) The Solar Partner is a/an (Partner Sub Category);
- ELPPL is desirous of developing a customer-oriented sales, support and service network of solar partners to optimize and further improve & speed up the quality of service to its customers as well as new potential customers
- The Solar Partner has represented that the Solar Partner is willing to offer ELPPL Products and services to its customers.
- Based on such representations, ELPPL is willing to engage and appoint the Solar Partner as a solar partner to provide the Business Services (as defined below) to ELPPL on a principal-to principal basis.
NOW THEREFORE, in consideration of the abovementioned premises and the mutual promises, conditions, covenants, representations, warranties and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to enter into this Agreement under the terms and conditions set forth hereinafter.
Definitions and Rules of Usage:
- 1.1Recitals: The above recitals form an integral and essential part of this Agreement. All annexures/ schedules attached to this Agreement are incorporated herein and constitute an integral and essential part hereof.
- 1.2Definitions: In this Agreement, except where the context otherwise requires, (I) capitalized terms defined by inclusion in quotations and/ or parenthesis have the meanings so ascribed; and (II) the following words and expressions shall have the following meanings unless otherwise defined herein:
- “Agreement” means this Solar Partner Agreement, including any and all its annexures, as amended, modified or supplemented from time to time, in accordance with the terms hereof;
- “Applicable Law” means any and all relevant statute, law (including common law), regulation, ordinance, rule, notification, code, policy ruling, bye-law, guideline, treaties, judgment, order, decree, approval, directive, requirement or other restriction, or requirement issued by any Governmental Authority which is applicable to the relevant Party or the Business Services, having jurisdiction over the subject matter in question, in each case having the force of law and whether in effect as of the Effective Date or thereafter;
- “Approvals” means any license, permit, certificate, authorization, approval, consent, order, qualification, or similar authority issued or granted by any Governmental Authority under or pursuant to Applicable Law;
- “Business Days” means normal working days for the Parties ;
- “Business Services” shall have the meaning ascribed to it in Clause 3.1;
- “Customer” shall mean a buyer of Solar Systems or Products supplied or provided by ELPPL, directly or through the Solar Partner or any other mode either under this Agreement or outside of this Agreement;
- “Confidential Information” includes any material, documents or information relating to the ELPPL’s intellectual property, technology, research, development, customers, potential customers, product plans, trade secrets, finances or business operations that the Solar Partner is required to treat as confidential, as well as this Agreement;
- “CAPEX Model” is the business model wherein a Customer buys a Solar System by the making the entire investment himself, and the ownership of the Solar System is transferred to the Customer after making the entire payment for the Solar System to ELPPL or a seller;
- “Disclosing Party” shall have the meaning ascribed to it in Clause 13.1;
- “DPA Model” is the business model wherein a Customer purchases a Solar System on flexible payment terms wherein payments are staggered over a period of time, but the Customer owns the Solar System during this period but the asset is hypothecated to ELPPL or seller or the financing agency;
- “Good Industry Practice” means (i) any of the practices, methods, and acts engaged in or approved by a significant portion of the Territory during the relevant time period, or (ii) practices, methods and acts that, in the exercise of reasonable judgment on the facts known (or that reasonably should have been known) at the time a decision was made, could have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition;
- “Governmental Authority” means any government, or any non-government, legislative, executive, administrative, fiscal, judicial or regulatory, authority, body, board, ministry, department, commission, tribunal, agency, instrumentality or other Person exercising legislative, executive, administrative, fiscal, judicial or regulatory functions (including any court, tribunal, mediator or arbitrator of competent jurisdiction), having jurisdiction over the matter in question;
- “Loss” shall mean any and all losses, liabilities (including statutory liabilities), damages, assessments, tax, costs and expenses, including, interest, penalties, legal fees, costs and disbursement in connection therewith;
- “Person” means any individual or other entity, whether a corporation, firm, company, joint venture, trust, association, hindu undivided family, organization, partnership or proprietorship, including any Governmental Authority or regulatory body;
- “Product” OR “Products” includes
- Rooftop or ground mounted Solar Systems
- Operations, maintenance & service contracts for Solar Systems
- Financing solutions for financing the Solar Systems including sales done on DPA Model
- Power purchase or sale contracts on PPA Model
- Site assessment, engineering, project management, consulting and financial analysis services related to solar energy or Solar Systems
where ELPPL may act in the capacity of an engineering, procurement & commissioning (EPC) company, a project developer, an independent power producer, a marketplace, financing company, a consultant, a service provider or in any other capacity and it’s solutions may comprise of plant, machinery, installation, commissioning, operations, financing and maintenance services, associated contracts and services including selling of electricity generated from solar systems and energy management needs, engineering and financial analysis reports, etc.
- “PPA Model” is the model in which the Customer pays only for the solar electricity generated by the Solar System that is installed at a specified facility or site of the Customer or installed at a remote site but billed to the Customer through open access, captive or group captive mechanisms or any other means;
- “Receiving Party” shall have the meaning ascribed to it in Clause 13.1; and
- “Representatives” in relation to a Party means such Party’s directors, officers, employees, agents, subcontractor, consultants or advisers;
- “Success Fee” shall mean the fee payable by the Solar Partner as per Annexure C
- “Lead(s)” refers to a potential customer(s) who is(are) willing to buy Products offered by ELPPL introduced by Solar Partner;
- “Solar System ” shall mean a solar photovoltaic power generation system
- 1.3Interpretation: In this Agreement:
- unless expressly stated to the contrary, references to clauses, sub clauses, paragraphs and Annexures, are to clauses, sub clauses, paragraphs of, and Annexures to, this Agreement;
- a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re enacted except to the extent that any amendment or modification made or coming into effect of any statute or statutory provision after the date of this Agreement would increase or alter the liability of any Party under this Agreement;
- use of any genders includes the other genders;
- headings to clauses and Annexures are for convenience only and do not affect the interpretation of this Agreement;
- the Annexures to this Agreement form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Annexures to this Agreement;
- whenever the word “including” or the word “include” is used in this Agreement, it means “including, but not limited to,” or “including without limitation” (which phrases are deemed to have the same meaning), even though not necessarily so stated; and
- any reference to INR or Rs. is to Indian Rupees.
- ENGAGEMENT & TERRITORY
- 2.1Based on the representations made by the Solar Partner, ELPPL hereby appoints and engages the Solar Partner, and the Solar Partner hereby accepts the engagement to provide the Business Services on a principal to principal basis.
- 2.2The Parties hereby agree that, the Solar Partner’s appointment under this Agreement shall be effective from the Effective Date, subject to the terms and conditions of this Agreement
- 2.3The Parties hereby agree that the appointment of the Solar Partner under this Agreement to provide Business Services shall be for the geographical territory of as set out in Annexure A (“Territory”), unless ELPPL agrees in writing, to expand or reduce the Territory to be serviced by the Solar Partner, pursuant to this Agreement.
- 2.4It is hereby agreed between the Parties that the Solar Partner shall be independent from ELPPL and shall not be its agent or representative.
- SCOPE OF BUSINESS SERVICES AND RELATED OBLIGATIONS
- 3.1The Solar Partner hereby agrees to render the services set out in Annexure B (“Business Services”) and in accordance with the terms and conditions of this Agreement.
- 3.2The lead shared by the Solar Partner shall remain exclusive to the Solar Partner for a period of 30 days and shall remain valid for a period of 90 days (in case the same lead is not shared by some other channel). For the sake of clarifications, in case the same lead is received by ELPPL by other channels after 30 days then it shall be refereed the fresh lead from other sources ./ channels and Solar Partner shall not be entitled to any Compensation for that Lead.
- 3.3The Solar Partner shall confirm with the ELPPL of the availability of Products before booking or committing to the Leads. Notwithstanding the above, any booking of the confirmed Products by ELPPL during this period shall prevail over the booking/sale made by the Solar Partner. It is hereby clarified that the Solar Partner shall not have the right to sign any document with the Leads binding ELPPL. It is hereby agreed between the Parties that the Solar Partner shall only bring the Leads to ELPPL and ELPPL alone shall have the right to sign any binding agreement with the Leads.
- 3.4ELPPL shall disseminate information about the said Products, including the documentations and the status of the receipt of the bookings to the Solar Partner.
- 3.5The Solar Partner shall at all times during the existence and tenure of this Agreement strictly adhere to the Code of Conduct and shall not deviate from the same in any manner whatsoever.
- 3.6The Solar Partner shall not engage in any negotiation with any Leads without the written consent of ELPPL in the event it finds or has reasons to believe that ELPPL either directly or indirectly but without the effort of the Solar Partner has ‘first approached’ or ‘engaged’ with Leads for the sale of any Products,
- 3.7The Solar Partner shall not accept cash or any other kind of consideration from any Customers or Leads for any Products under any circumstances.
- 3.8The Solar Partner shall provide, customer-related information to ELPPL as sought by ELPPL from time to time.
- 3.9The Solar Partner shall maintain the dignity and the profile of ELPPL and also maintain a high degree of integrity, promptitude, fairness and honesty in dealing with the potential customers and public in general & rendering possible co-operation and guidance to the potential customers with regard to the Product and the Business Services.
- 3.10The Solar Partner shall send periodical reports with regard to the Leads, the sale of Products and business and market trends from time to time as per the system/manner required by ELPPL and also send all material information, which may be relevant to the sale of Products and /or matter connected therewith to ELPPL. The Solar Partner shall send these reports to ELPPL on a monthly basis or so required by ELPPL.
- COMPENSATION, INVOICING AND PAYMENT
- 4.1ELPPL agrees to pay to the Solar Partner a commission (“Success Fee”) in the manner specified in Annexure ‘C’, subject to completion of the transaction in the manner indicated therein. All payments are subject to deduction of all applicable taxes.
- 4.2ELPPL shall pay the Success Fee as per Clause 4.1 to the Solar Partner
- 4.3The Solar Partner shall not be entitled to any payment over and above the Success Fee. ELPPL shall not be liable for any other costs, expenses, payments, etc. incurred by the Solar Partner in the course of performing its obligations/functions under this Agreement, unless and until it is pre-agreed to by ELPPL in writing.
- 4.4No Success Fee shall be payable to the Solar Partner for sharing the Leads.
- 4.5All payments shall be made in Indian currency only and will be remitted by authorized banking channels subject to deduction of tax at source in compliance with the Applicable Laws.
- 4.6ELPPL reserves the right to change the Success Fee and the same shall be intimated to the Solar Partner in writing.
The creation of any agent/subcontractor relationship shall not relieve the Solar Partner of any of its obligations under this Agreement. The Solar Partner shall be fully responsible to ELPPL for the acts and/or omissions of any of the agents or subcontractor it hires, or any agents or subcontractor hired by its agents or contractor, as the case may be, as if the Solar Partner itself had acted or failed to act. The Solar Partner shall fully release, defend, indemnify and hold ELPPL harmless for, from and against any and all Losses arising out of or resulting from the performance of the Business Services or any other activities of its agents or subcontractors or of any agents or subcontractors hired by its agents or subcontractors, as the case may be.
- INDEPENDENT CONTRACTOR
The Solar Partner shall be deemed as an independent contractor with respect to any and all the Business Services provided to the Customers or Leads. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between ELPPL and the Solar Partner and/or the Representatives of the Solar Partner or between the Solar Partner and ELPPL and/or the Representatives of ELPPL, by virtue of this Agreement. Neither Party shall have authority whatsoever to enter into any obligations on behalf of the other Party.
- COMPLIANCE WITH LAWS
The Solar Partner agrees to observe and comply with all Applicable Laws in relation to and/or applicable to this Agreement or the performance of the Business Services. The Solar Partner hereby agrees to indemnify and defend and hold ELPPL and the Representatives of ELPPL, harmless for, from and against any and all Losses arising out of or resulting from an asserted or established violation of such Applicable Laws by the Solar Partner and/or the Representatives of the Solar Partner.
- USE OF ELPPL’S TRADEMARKS AND LOGOS
- 8.1ELPPL from time to time shall authorize and permit the Solar Partner to use all or any of ELPPL’s patent, invention, trade secret, copyrights, trademarks, brand names, domain names, designs logos, know how or any other form of intellectual property, registered or otherwise (“ELPPL IPR”) and for such permitted use the Solar Partner shall obtain a prior written approval from ELPPL, and such use shall be solely and limited for the purpose of marketing the Products subject to the specifications provided by ELPPL from time to time.
- 8.2Except as expressly provided in this Agreement, the Solar Partner shall not have any express or implied rights or license under or to any ELPPL IPR. All intellectual property rights relating to the Products, existing now or in the future, including logo, tradename, trademarks, and other know-how, shall be the property of ELPPL. The Solar Partner hereby agrees that it will not contest the intellectual property rights of ELPPL in relation to the Products and the ELPPL IPR, either directly or indirectly through a third-party.
- 8.3ELPPL may require the Solar Partner to remove or rectify any of the ELPPL IPR whether registered or otherwise if they are not in accordance with ELPPL’s specifications. If the Solar Partner fails to remove or rectify such defective representations even after ELPPL notifying the Solar Partner of the same ELPPL reserves its right to terminate this Agreement forthwith and without notice, and in such event any further use of ELPPL IPR shall be construed as an infringement of ELPPL IPR and ELPPL reserves to take appropriate action against the Solar Partner in accordance with Applicable Law.
- 8.4Any unauthorized registration and/or use by the Solar Partner of a trade mark, logo, brand name, domain name or any other form of intellectual property bearing a prefix, suffix or variations, similar or deceptively similar to any of ELPPL IPR, registered or otherwise, would tantamount to an infringement of ELPPL IPR and in such event ELPPL reserves its right to take appropriate action against the Solar Partner in accordance with Applicable Law.
- 8.5If the Solar Partner becomes aware of any third party infringement of the intellectual property rights of ELPPL, then the Solar Partner shall inform ELPPL of such infringement immediately. The Solar Partner shall cooperate with ELPPL in relation to any such infringement and shall take all action reasonably requested by ELPPL. If the infringement has not been caused directly or indirectly by the Solar Partner, then ELPPL shall bear the costs of any action undertaken by the Solar Partner pursuant to a request by ELPPL.
- GENERAL EXCLUSIVITY OR OBLIGATION OF NON-COMPETE
- 9.1During the Term of this Agreement, the Solar Partner shall work exclusively with ELPPL and will not solicit any inquiries or activities related to Products or for the solar business from any other companies. The Solar Partner shall neither directly nor indirectly enter into the solar business on his own or through his associates or affiliates or partners.
- 9.2The Solar Partner is subject to obligation of non-compete and shall not distribute or market or sell or service Products from other manufacturers, suppliers or service or solar system providers.
- 10.1On and from the Effective Date, the Solar Partner agrees to, indemnify, defend and hold harmless ELPPL and its directors, officers, employees, representatives and affiliates (each, an “Indemnified Party”), promptly upon demand at any time and from time to time, against any and all Loss suffered by an Indemnified Party by reason of, resulting from, in connection with, arising out of, based upon or otherwise in respect of:
- any breach of this Agreement, or willful negligent act or omission of the Solar Partner and/or the Representatives of the Solar Partner;
- the performance of the Business Services;
- any misrepresentation, breach or inaccuracy of any the warranties provided by the Solar Partner under Clause 18; and/ or
- any fraud, willful misconduct and/ or gross negligence on the part of the Solar Partner and/or the Representatives of the Solar Partner.
- 10.2The indemnification rights of the Indemnified Parties under this Agreement are independent of, and in addition to, such other rights and remedies as the Indemnified Parties may have under Applicable Law or in equity or otherwise, including the right to seek specific performance, rescission, restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished hereby.
- TERM AND TERMINATION
- 11.1This Agreement shall come into effect on the Effective Date and shall remain valid and binding on the Parties until the expiry of 1 (one) year from the Effective Date, unless terminated earlier by the Parties, in accordance with this Clause 11 (“Initial Term”).
- 11.2ELPPL shall be entitled to terminate this Agreement without cause by giving the Solar Partner a written notice of not less than 1 (one) month. Upon expiry of the notice period of 1 (one) month, this Agreement shall cease to be valid and both Parties shall be discharged of their obligations, save and except such obligations and liabilities that pre-date the effective date of such termination. The Solar Partner shall be entitled to terminate this Agreement without cause by giving the ELPPL a written notice of not less than 3 (three) months. Upon expiry of the notice period of 3 (three) months, this Agreement shall cease to be valid and both Parties shall be discharged of their obligations, save and except such obligations and liabilities that pre-date the effective date of such termination.
- 11.3Notwithstanding Clause 11.1 and Clause 11.2, ELPPL may, upon written notice, immediately terminate this Agreement for Cause. For the purposes of this Agreement, the term “Cause” shall refer to the following events:
- The Solar Partner is in breach of the terms of this Agreement and such breach is not cured or substantially cured within 15 (fifteen) days of the receipt of a written notice of such breach from ELPPL; or
- The Solar Partner becomes bankrupt or insolvent; has a receiver or liquidator appointed (other than for the purpose of amalgamation or reconstruction); or ceases or threatens to cease to carry on its business; or
- [There is a (i) material change in the management or (ii) change in the ownership of the Solar Partner; or]
- The Solar Partner fails, as determined by ELPPL in its reasonable discretion, to remain technically-qualified, competent, and/or certified with respect to the Business Services and such failure is not cured within 7 (seven) days of the receipt of a written notice of such failure from ELPPL; or
- The Solar Partner engages in act(s) or is being investigated for engaging in act(s), that are likely to degrade the reputation or goodwill of ELPPL and the Business Services, as determined by ELPPL in its reasonable discretion.
- 11.4Notwithstanding anything contained herein to the contrary, the Solar Partner shall not be entitled to any compensation, indemnification, damages or other payment for reason of termination or expiry of this Agreement.
- 11.511.5 In the event this Agreement is terminated or expires in accordance with the terms of the Agreement, Clauses 1 (Definitions and Rules of Usage), Clause 10 (Indemnity), Clause 12 (Notices), Clause 13 (Confidentiality), Clause 17 (Governing Law & Dispute Resolution), Clause 19 (Costs and Expenses) and this Clause 11.5 and Clause 11.7 shall survive termination or expiry of this Agreement.
- 11.6Any termination or expiry of this Agreement shall be without prejudice to any rights and obligations accrued or incurred prior to the date of such termination or expiry. The right to terminate under this Clause 11 shall be without prejudice to all the rights and remedies under Applicable Law and equity available to ELPPL, including the right to seek, specific performance of obligations under this Agreement or other injunctive reliefs.
- 11.7All the Leads shared by Solar Partner shall become the sole property of ELPPL. All such Leads shall be considered as Confidential Information and shall survive the termination or expiry of this Agreement
- 12.1Unless otherwise specified in this Agreement, all notices to the Parties under this Agreement shall be in writing and are effective upon delivery to the relevant Party (whether by personal delivery, registered pre-paid or email) at the address indicated below:
In the case of notice to ELPPL
Unit No 817-818, 8th Floor, Tower 1, Assotech Business Cresterra, Plot No 22, Sector 135, Noida, Uttar Pradesh – 201301
In case of notice to the Solar Partner
- 12.2Any notice or other communication shall be deemed to have been given:
- if personally delivered, on the date of delivery; or
- if sent by registered pre-paid post, on the 5th (fifth) Business Day after it was put into the post; or
- if sent by facsimile, on the date of transmission, provided that the sending Party shall keep electronic evidence confirming such transmission; or
- if sent by electronic mail, on the date of delivery, subject to the sending Party keeping electronic evidence confirming such delivery, provided that any notice given under this Agreement outside of 10 am to 6pm on a Business Day (“Working Hours”) in the place where the notice or communication (as the case may be) is received, shall be deemed not to have been given until the start of the next period of Working Hours.
- 12.3A Party may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other Parties not less than 10 (ten) Business Days prior written notice in the same manner as provided for in this Clause 12.
- 13.1In connection with this Agreement, Solar Partner may receive or otherwise have access to Confidential Information of ELPPL. Solar Partner undertakes to the ELPPL:
- to keep confidential all Confidential Information received directly by the Receiving Party from the Disclosing Party;
- without the Disclosing Party's prior written consent, not to disclose the Confidential Information in whole or in part to any other Person; and
- to use the Confidential Information solely in connection with the exercise or enjoyment of rights and/or the performance of obligations under or in relation to this Agreement and not otherwise.
- 13.2In the event, that a Solar Partner is required to disclose the Confidential Information under the directions of any court, tribunal and/or a judicial authority, the Solar Partner prior to such disclosure shall inform in writing about the disclosure to the ELPPL.
- NO WAIVER
No waiver by either Party of any of the terms, provisions or conditions of this Agreement shall be effective unless the waiver is in writing and signed by an authorized representatives/signatory of both Parties.
The Solar Partner shall not assign this Agreement, either in whole or in part, without the express prior written consent of ELPPL. Any such attempted assignment shall be void. Provided however, ELPPL is free to assign this Agreement, without the consent of the Solar Partner.
In the event any provision of this Agreement is inconsistent with or contrary to any Applicable Laws, the provision shall be deemed to be modified to the extent required to comply with the Applicable Laws, and this Agreement, as so modified, shall continue in full force and effect. The remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
- GOVERNING LAW & DISPUTE RESOLUTION
- 17.1Governing Law: This Agreement, shall be governed by and construed in accordance with the laws of India and subject to Clause 17.2 courts in [New Delhi] shall have jurisdiction.
- 17.2Dispute Resolution:
- The Parties agree that if any claim, dispute or difference of whatever nature arises under or in connection with this Agreement (including a claim, dispute or difference regarding its existence, termination or validity or any non-contractual obligations arising out of or in connection with this Agreement) (“Dispute”), the Parties to the Dispute shall use all reasonable endeavours to resolve the matter amicably. If one Party gives the others notice that a Dispute has arisen and the Parties are unable to resolve the Dispute amicably within 30 (thirty) days of service of the notice then the Dispute shall be referred to arbitration in accordance with this Clause 17.2.
- All Disputes which are unresolved and which a Party wishes to have resolved shall be referred upon the application of any Party to, and finally settled by, arbitration in accordance with the Arbitration and Conciliation Act, 1996 and rules made thereunder, as in force at the date of this Agreement.
- The arbitration shall be conducted by single arbitrator which shall be appointed by ELPPL.
- All proceedings in any such arbitration shall be conducted in English.
- The seat and venue of the arbitration proceedings shall be [New Delhi].
- The arbitration award shall be final and binding on the Parties, and the Parties agree to be bound thereby and to act accordingly. The cost of arbitration shall be borne in the manner and by the Party as determined by the single arbitrator.
- Notwithstanding this Clause 17.2 or any other provision to the contrary in this Agreement, a Party may apply to any court of competent jurisdiction to seek protective orders, including injunctions and interim relief against any other Party.
SOLAR PARTNER REPRESENTATIONS AND WARRANTIES
- The Solar Partner hereby represents and warrants to ELPPL as follows:
- it is duly organised and validly existing under the laws of India.
- it has full authority and legal right to execute and deliver and perform its obligations under this Agreement. This Agreement has been duly authorised by its’s board of directors or such authorized body, has been duly executed by its legal representative and constitutes its legal, valid and binding obligation of, enforceable in accordance with its terms.
- it has taken, and shall maintain and comply with, all Approvals and other actions required as per Applicable Law for the execution, delivery and performance of this Agreement and the Business Services. It confirms that such Approvals are, and shall be, in full force and effect and no such Approvals have been, or are threatened by a notice to be, revoked or cancelled.
- The execution and delivery of, and performance by it of its obligations under, this Agreement will not result in a violation of, or be in conflict with, any provision of its organisational, constitutional or authorising documents, or constitute a default under any agreement or other instrument to which it is a party or by which it is bound, or result in a violation of, or be in conflict with, any term or provision of any Applicable Law.
- it is not in default under any mortgage, loan agreement, deed of trust, indenture or any other agreement evidencing indebtedness to which it is party or by which it is bound, or in violation of, or in default under, any Applicable Law, which default or violation would materially and adversely affect its ability to perform its obligations under this Agreement.
- it has never been convicted of any criminal offence involving moral turpitude and there is no pending action, suit, proceeding, inquiry or investigation against it at law or in equity or before or by any government agency of which it has received notice, or which to its knowledge is threatened, which would materially and adversely affect its ability to perform its obligations under this Agreement.
- it has the requisite skill, knowledge, experience, expertise, infrastructure and capability to market the Products and further that he/she/it has the requisite trained and experienced officers, employees and personnel to perform the functions in terms of this Agreement.
COST & EXPENSES
Each Party shall bear its respective costs and expenses (including legal fees), payments, and other imposts and obligations, in respect of execution, performance, delivery and enforcement by it of this Agreement. Applicable stamp duty payable regarding this Agreement shall be borne by the Parties equally.
This Agreement is executed in duplicate and each copy is treated as original for all legal purposes.
This Agreement shall supersede all other oral or written agreements between the Parties, in relation to the subject matter, before the Effective Date.
Neither Party shall be liable to the other for failure or delay in the performance of its required obligation due to events that are unforeseeable and beyond the control of such Party, such as war, fire, explosion, labour conflicts, acts of God, telecommunications or electrical failures, delays, loss or damage to items in transit, embargoes or government regulations, provided that the affected Party gives prompt written notice of such condition to the other Party and resumes its performance as soon as reasonably possible. The other Party may, however, terminate this Agreement if such condition continues for a period of three (3) calendar months.
ELPPL reserves the right to amend this Agreement, and any aspect of the Agreement in its sole and absolute discretion. By executing this Agreement, Solar Partner agrees to abide by all amendments or modifications that ELPPL makes. All such amendments shall be notified to the Solar Partner through email or any other mode of communication and such amendments shall be effective from the date of the notification unless specified otherwise.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
On and behalf of Eastern Light and Power Private Limited
Name: Rajan Trehan
On and behalf of the Solar Partner
Name: PARTNER NAME
This is an electronically generated and accepted contract and does not requires physical signatures
Territory includes: The address and area of the Solar Partner.
Business Services to be provided by the Solar Partner
- (1)Identifying potential customers and share the Leads with ELPPL
- (2)Use its best efforts to (i) promote, market and sale of the Products throughout the Territory; and (ii) safeguard the interests of ELPPL as set forth in this Agreement.
- (3)Make clear, in all dealings with potential customers, that it is acting as an independent provider of the Products or Business Services, and is not acting as an agent or representative of ELPPL
- (4)Comply with any and all Applicable Laws relating to the advertisement and sale of the Products
- (5)Reasonably participate in all ELPPL-related branding, promotions, and/or campaigns related to the Products
- (6)Not promote or sell the Products from any medium whose content, domain name, or other affiliation is likely to degrade, as determined by ELPPL in idts sole discretion, the reputation or goodwill of ELPPL and its Products
- (7)Seek prior written approval from ELPPL in relation to any proposed uses of copyrighted images or content owned or held by ELPPL
- (8)Not use any images to promote the Products, other than those images supplied or otherwise approved by ELPPL.