- "Customer" shall mean any new customer who intends to purchase the Company's
Products or avail the services offered by the Company
- "Confidential Information" shall mean and include any information shared by a
Party with the other (including their respective IPRs), including but not limited to any
details or information regarding the other Party's business, business plans, price
points, the contents of this Agreement, any discussions between the Parties and such
other information, which can be reasonably deemed to be confidential.
- "Intellectual Property Rights" & "IPRs" mean all intellectual property
rights, including but not limited to copyrights, trade secrets, know-hows, patents and
design rights, whether registered or conferred by law.
- "Materials" comprise of Product evaluations, demonstrations, documentations, help
files, technical information, marketing information and the full retail release
version(s) of the Product(s) and shall include any advertising, promotional and
marketing materials proposed to be used for disclosure to Customers or otherwise.
- "Product" is any product built by the Company and listed on the Company's
Website, or any new Product, or new Product version(s) subsequently released by the
Company and sold under subscription based licenses, as described under Annexure A.
- Intellectual Property Rights
- All IPRs in the Products shall exclusively vest with the Company and nothing in this
Agreement shall be deemed to transfer any rights to the Channel Partner or any third
- Any improvements, enhancements, or modifications done to the Products shall remain the
property of the Company at all time. Channel Partner acknowledges and agrees that the
software, application, programming, design, interfaces, architecture, and related
aspects of the Product and all improvements and modifications made thereto by the
Company shall constitute trade secrets and remain the property of the Company. Channel
Partner shall use its best efforts to prevent disclosure of any trade secret information
to any third party.
- Channel Partner shall give the Company prompt notice of any infringement of Company's
IPRs coming to its attention. Channel Partner agrees to use appropriate efforts to stop
any such infringements. Company will be entitled to any damages recovered from the
infringer in case of an infringement.
- Company hereby agrees that in the event of the Channel Partner being required to use any
Product or information in relation to Company's IPR, the Company shall grant a
non-exclusive, non-assignable, limited licence to the Channel Partner to use such only
for the limited purposes of providing the Services on the terms contained therein.
- The Channel Partner agrees and acknowledges the following with regard to the Company's
trademarks, brand name, logo and any other insignia associated with the Company and its
- The Company is the sole and exclusive owner to all right, title and interest in
any trademarks associated with the Company which the Channel Partner may utilize
in performing the services herein.
- The Company hereby grants to the Channel Partner for the Term and subject to
limitations stated within this Agreement a non-exclusive, non-transferable,
revocable right and personal license solely for the purpose of performing the
Channel Partner's obligations under this Agreement;
- The Channel Partner shall not use the Trademarks in any way which might prejudice their
distinctiveness or validity or the goodwill of the Company therein.
Last Modified: 1st January 2021