THIS AGREEMENT made on this ___ day of ___, 2018 at New Delhi

                                                      BETWEEN

ABC, a company incorporated under the Companies Act, 2013 and having its registered office at ___________________ (hereinafter referred to as “ABC” which expression unless it be inconsistent with or  repugnant to the context shall mean and include its successors and assigns.)

                                                             And

______________________ a company incorporated under the Companies Act, 1956, having it’s office at ___________________ (hereinafter referred to as “XYZ Limited” which expression shall unless it be inconsistent with or repugnant to the context shall mean and include its successors and assigns.)

Whereas ABC is engaged in providing comprehensive management advisory services

Whereas XYZ Limited is engaged in the business of _______________ and has shown interest in soliciting business, from few clients of ABC , through ABC (hereinafter collectively referred as the “ABC Clients” and as listed in Annexure A).

IT IS AGREED between ABC and XYZ Limited as follows:

1. This Agreement shall be valid from xx-xx-yyyy and shall continue for a period of 5 years from such date.         
2. ABC shall introduce XYZ Limited to the ABC Clients for promoting the business of XYZ Limited and procuring business from the ABC Clients.
3. XYZ Limited hereby undertakes and agrees with ABC that XYZ Limited would at all times, during the continuance of this Agreement observe and perform the terms and conditions set out in this Agreement and in particular :use at all times its best endeavor to promote its business to ABC and will work diligently to obtain business thereof and maintain good relations with the ABC Clients,

• mark the personnel of ABC on all communications exchanged with ABC Clients.

• report the progress of the proposals sent to ABC Clients on regular basis,.

• promptly submit to ABC (as and when demanded), ledgers and statements showing all transactions done with ABC Clients

• not to accept any business from ABC Clients without prior information to ABC

• not to offer any business to ABC Clients through any other arm or group company of XYZ Limited

• not incur any liability on behalf of ABC in any way
• Notwithstanding the other provisions of this Agreement;
• It is understood between the parties hereto that any act, deed, matter or thing done by XYZ Limited or its representatives during the course of its performing the business activities for the ABC Clients, shall be sole responsibility of XYZ Limited. XYZ Limited will be jointly/ severally responsible and /or liable for consequences arising therefrom. 

• XYZ Limited in its absolute discretion shall have the right to decline for any reason to accept any business from the ABC Clients.

• XYZ Limited shall pay to ABC in consideration for the business procured from ABC Clients or through ABC , a commission in the manner as provided herein under :
• A commission of 20% of the Invoice Value (Gross Value, for clarity, before giving effect of any taxes) (including Invoices for reimbursements) shall be paid by XYZ Limited to ABC, within 2 business days of receipt of payment from the ABC Clients.

• For clarity, commission shall be paid only of those invoices, which have been paid by the ABC Clients.

• Where a part payment has been made by ABC Clients, XYZ Limited shall be entitled to be pay the proportionate part of the commission to ABC.

• ABC and XYZ Limited shall have the right to terminate this Agreement by giving notice of 1 (one) month in writing to each other during the period of this Agreement.

• XYZ Limited specifically agree that for a period of 2 (Two) years following the expiry or termination of this Agreement, XYZ Limited, shall not, directly or indirectly, disclose to any person, firm or corporation, the names or addresses of any of the ABC Clients or any other information pertaining to them. XYZ Limited shall not call, solicit, take, or attempt to call on, solicit, or take any business from the ABC Clients.

• The parties shall not disclose the relationship between the parties or the existence of this Agreement to any third party (including ABC Clients) without the written consent of the other party. However, ABC may on its website or on other media platform, display the name of XYZ Limited as its “Associate”.
• The rights and obligations of ABC and XYZ Limited under the Agreement shall survive notwithstanding termination or expiry of this Agreement.         
• It is expressly agreed by the parties that the payments under Clause 6 above, shall be made after deduction of tax of source.
• This Agreement shall deemed to be made in India and Indian Law shall govern the construction, validity and performance of this agreement in all respects.Any dispute, difference or question which may arise at any time hereafter between ABC and XYZ Limited with regard to this Agreement or the rights and liabilities of ABC and XYZ Limited hereto shall unless otherwise herein expressly  provided  be referred  to the decision  of a single arbitrator in Delhi, India agreed upon between ABC and XYZ Limited in accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment  thereof  for the time being in force.      
• Any notice required or permitted to be given hereunder shall be in writing and shall be effectively given if sent by speed post, in the case of notice to ABC , if addressed to it as follows :

               ________________________-

 if addressed to XYZ Limited as follows :

           __________________________

             __________________________

Nothing contained herein shall be construed to mean a commitment by ABC to bring business of the ABC Clients. No damages shall lie against ABC for any cost incurred by XYZ Limited in preparation of any proposal or for soliciting business under this Agreement from the ABC Clients. The decision to give business to XYZ Limited is solely with the ABC Clients. This Agreement embodies the entire understanding between ABC and XYZ Limited and the  are no promises, terms, conditions or obligations oral or written express or implied other than those contained  herein.

IN WITNESS WHEREAS ABC and XYZ Limited HERINABOVE HAVE PUT THEIR SIGNATURES AS UNDER

For ABC                                       For XYZ Limited

Authorised Signatory                                          Authorised Signatory   

1.       ______________                                1.       ______________

Witness