United Experiences

Partnership Agreement


This agreement is made and entered into as of the March 3, 2021 (the “Effective Date”) by and between UNITED EXPERIENCES, a unit of Bernini Ventures Pvt Ltd (the “Company”), and  (“Partner”) situated at

RECITAL

The Company desires to engage with partners with business and technical expertise to serve as an outsourcing partner to the Company regarding its proposed service to its clients and on other matters in connection with the business of the Company. Partner has the requisite expertise and is willing to serve as the Company’s Partner.  Therefore, the Company and Partner desire to enter into this Agreement.

  1. SCOPE OF WORK
    1. The Company hereby appoints Partner as a member of its Partner Network. Such services will include planning, execution and delivery of various services in accordance with the client brief provided by the Company and may include attendance at Meetings; additionally, Partner shall provide such other clinical and technical advice as the parties may mutually agree (all the foregoing shall collectively be referred to herein as the “Services”). The Company recognizes that Partner may from time to time be unable to attend meetings or service Company’s clients (the “Client”) due to Partner’s other obligations. Partner shall notify the Company in the event of such unavailability. Partner will perform the foregoing Services for the Company in good faith and to the best of its ability.
  1. ACCOUNT MANAGEMENT:
    1. The company interacts with the client directly and keeps the Partner informed or work as per provisions of the partnership guidelines. In case any direct client communication is required by the Partner, the Partner will keep the Company Informed. The invoice is raised by the Company directly to the client. Partner will raise an invoice to Company for their share of the project fees.
  1. PRICING
    1. The Partner shall provide the Company with a price-breakup for all charges incurred during the execution of a Service beforehand. At no point, can the Partner quote a price to the Client without prior consultation with the Company. Once a project pricing is mutually agreed upon by the Partner and the Company, it will be then communicated to the Client by the designated Account Manager of the Company.
  1. COMPENSATION
    1. In accordance to the services rendered complete or as per the pre-determined project milestones mutually agreed by the Company, Client & Partner, the compensation will be released and The Partner will receive its due payable amount as mutually agreed by the Client, the Company, and the Partner after deduction of a 20% commission (pre-tax) for the Company.
  1. ANTI-POACHING
    1. In all faith, the Company will not approach any existing client of the Partner. Any conflict in this regard should be brought to notice through an email to [email protected] Similarly, any client already doing business with the Company should not be approached by the Partner nor should the Partner respond or cater to any such request made by the Client that bypasses the role of the Company during the term of the agreement and for 12 months post-termination of this agreement.
  1. COMPANY’S PROPRIETARY RIGHTS.
    1. During the term of this Agreement, Partner may receive and otherwise be exposed to information regarding the patents, trade secrets, technology, and business of the Company or its Clients. Partner therefore agrees that all Proprietary Information (as defined in Section 6.b), whether presently existing or developed in the future, whether or not patentable or registrable under copyright law, shall be the sole property of the Company and its assigns and that the Company and its assigns shall be the sole owner of intellectual property and other rights in connection with such Proprietary Information.
    2. “Proprietary Information” includes, without limitation, any information created, discovered, developed, or otherwise known to the Company or its Clients, all inventions, works of authorship, trade secrets, business plans, confidential knowledge, data or any other proprietary information of the Company or its Clients and any information assigned or otherwise conveyed to the Company by another entity.
    3. By way of illustration, but not limitation, Proprietary Information specifically includes inventions, developments, designs, applications, improvements, trade secrets, formulae, ideas, know-how, methods or processes, discoveries, techniques and data (hereinafter collectively referred to as “Inventions”); information regarding plans for research, development, new products, marketing and selling business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and information regarding the skills and compensation of employees of the Company or its Clients.
    4. The provisions of this Agreement are subject to the understanding that Partner is affiliated with certain institution(s) and must fulfill certain obligations to the Institution pursuant to the Institution’s guidelines or policies, if any, copies of which Partner agrees to deliver to the Company. If Partner is required to disclose any inventions to the Institution pursuant to applicable guidelines or policies, he shall promptly notify the Company in writing specifying the nature of such disclosure, providing a reasonable period prior to making such disclosure.
    5. During the term of this Agreement and after its termination, Partner will keep in confidence and trust all Proprietary Information and shall not reproduce, use or disclose any Proprietary Information or anything related to such information without the written consent of the Company, except as required in performing the Services.
    6. Partner hereby assigns and transfers to the Company its entire right, title and interest in and to all Proprietary Information developed under this Agreement. Partner will, at the Company’s request, promptly execute a written assignment to the Company of title of any such Proprietary Information and will preserve any such information as part of the Proprietary Information of the Company.
  1. RECOGNITION OF COMPANY’S RIGHTS; NONDISCLOSURE.
    1. Partner agrees not to reproduce Proprietary Information in any format, except as necessary for Partner’s performance of Services.
    2. During the term of this Agreement and after its termination, Partner will keep in confidence and trust all Proprietary Information. Partner shall not use, or disclose to any third party, Proprietary Information or anything related to such information without the prior written consent of the Company, unless such actions are required in the ordinary course of performing Services for the Company pursuant to this Agreement.
    3. Partner agrees not to disclose, without the prior written consent of the Company the terms and conditions under which Partner will provide Services under this Agreement. Partner may disclose the fact that Partner serves on the Advisory Board of the Company.
  1. NONDISCLOSURE OF THIRD-PARTY INFORMATION.
    1. Partner understands that the Company has received, and in the future will receive, information from third parties that is confidential or proprietary (“Third-Party Information”). Partner recognizes the Company’s duty to maintain the confidentiality of such information. During the term of this Agreement and thereafter, Partner will hold Third-Party Information in the strictest confidence and will not disclose or use Third-Party Information except as permitted by the agreement between the Company and such third party, and as necessary for performing Services under this Agreement, unless expressly authorized to act otherwise by a written statement of an officer of the Company.
  1. NO CONFLICTING OBLIGATION; PUBLICATION.
    1. Partner hereby certifies that Partner’s performance of all of the terms of this Agreement and the Services will not breach or conflict with any agreement to keep the proprietary information of another entity in confidence.
    2. Partner certifies that Partner has not and will not enter into any agreement either written or oral, in conflict with this Agreement. Absent a conflict of interest, Partner is free to provide services to any other entity during the performance of this Agreement.
    3. Partner agrees to submit to the Company any proposed publication which contains any discussion relating to the Company or Services performed by Partner for the Company hereunder. The Company shall review and comment upon such publication within thirty (30) days of its receipt thereof.  Prior to the end of such thirty (30) day period, Partner shall not submit such proposed publication to a third party unless the Company grants permission to Partner therefor.  Upon reasonable request by the Company, Partner shall delete from such proposed publication any Proprietary Information which is included in such proposed publication, to third parties for review and publication.  After the expiration of such thirty (30) day period, Partner may submit such proposed publication to third parties for review and publication, omitting any Proprietary Information.  This Section 6.3 shall not be construed to waive Advisor’s confidentiality obligations set forth in Section 3 with respect to Proprietary Information.
  1. NO IMPROPER USE OF MATERIALS.
    1. Partner agrees not to bring to the Company or to use in the performance of Services any materials or documents of a present or former employer of Partner, or of Partner’s employees, or any materials or documents obtained by Partner under an obligation of confidentiality imposed by reason of another of Partner’s contracting relationships, unless such materials or documents are generally available to the public or Partner has authorization from such present or former employer or client for the possession and unrestricted use of such materials. Partner understands that Partner is not to breach any obligation of confidentiality that Partner has to present or former employers and agrees to fulfill all such obligations during the term of this Agreement.
  1. INDEPENDENT CONTRACTOR.
    1. The Company and Partner agree that Partner is an independent contractor and not an agent or employee of the Company. Partner has no authority to act on behalf of the Company or obligate the Company by contract or otherwise. Partner understands that Partner will not be eligible for any additional benefits outside the scope of this agreement. The Company will not make deductions from Partner’s fees for taxes; therefore, the payment of any taxes related to Partner’s provision of Services under this Agreement shall be the sole responsibility of Partner.
  1. TERM AND TERMINATION.
    1. Unless previously terminated as set forth below, the term of this Agreement shall commence on the Effective Date and shall terminate two (2) years thereafter, subject to renewal for additional one (1) year periods upon the mutual written consent of both parties.
    2. Either party may terminate this Agreement at will upon thirty (30) days written notice to the other and with clearance of all dues and agreed deliverables mentioned as per the agreement.
  1. EFFECT OF TERMINATION.
    1. Upon the expiration of this Agreement, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that any termination of this Agreement shall not relieve Partner of Advisor’s obligations under Sections 3, 4, and 5 hereof, nor shall any such termination relieve Partner or the Company from any liability arising from any breach of this Agreement.
    2. Upon any termination of this Agreement pursuant to Section 9, Partner shall promptly deliver to the Company all documents and other materials of any nature in Partner’s possession pertaining to the Services, together with all documents and other items containing or pertaining to any Proprietary Information. Partner shall not retain copies of any such documents or other materials after termination of this Agreement.
  1. ASSIGNMENT
    1. The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, assigns, heirs, executors and administrators, as the case may be; provided that Partner may not assign or delegate Partner’s obligations under this Agreement either in whole or in part without the prior written consent of the Company.
  2. DECISION MAKING
    1. The Company will make decisions with respect to any subject matter that is subject to the respective partner’s responsibility and functions as set forth in the agreement. All decisions shall be made by consensus, with the representatives from each Party. If the parties cannot reach consensus within ten (10) business days after it has first met and attempted to reach such consensus, the matter shall be referred to the Joint meeting of the managers from both the companies.
  1. LEGAL AND EQUITABLE REMEDIES.
    1. Because Partner’s services are professional and unique and because Partner may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.
  1. GOVERNING LAW; SEVERABILITY.
    1. This Agreement shall be governed by the laws of India as those laws are applied to contracts entered into and performed in Mumbai. If one or more of the provisions in this Agreement are deemed unenforceable by law, then such provision will be deemed stricken from this Agreement and the remaining provisions will continue in full force and effect.
  1. SERVICE GUIDELINES
    1. The Partner, at all times, must operate and faithfully execute its duties pursuant to the Partnership Guidelines as issued by the Company.
    2. The company holds explicit rights to change its policies and enforcement of the Guidelines in a fair and unbiased manner.
  1. COMPLETE UNDERSTANDING; MODIFICATION.
    1. This Agreement constitutes the final, exclusive and complete understanding and agreement of the parties hereto and supersedes all prior understandings and agreements. This Agreement is entered into without reliance upon any representation, whether oral or written, not stated herein.  Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by a Company officer.
  2. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or sent by certified or registered mail, three days after the date of mailing.

The parties hereto have executed this Partnership Agreement as of the Effective Date.

 

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Signed by Gopal Tikmani
Signed On: October 9, 2020

United Experiences https://untdexp.com
Signature Certificate
Document name: Partnership Agreement
Unique Document ID: d44f423059716f02a733d3094095e3ebdf0a53a9
Timestamp Audit
October 7, 2020 7:28 pm ISTPartnership Agreement Uploaded by Gopal Tikmani - [email protected] IP 27.106.122.128