NON-EXCLUSIVE CHANNEL PARTNER AGREEMENT (Be they be Doctors/ Medical Practitioners / Diagnostic Centres/ Clinics / Pharmacy or Individuals - together the Channel Partners,"Your" or "You")
THIS NON-EXCLUSIVE CHANNEL PARTNER AGREEMENT (THE "AGREEMENT") APPLIES TO THE PROMOTION, MARKETING OF HOSPITILIO.COM AND SOURCING OF ANY LEADS (PATIENTS/CUSTOMER SEEKING MEDICAL TREATMENT) DIRECTLY OR INDIRECTLY BY HOSPITILIO.COM. (OWNED AND OPERATED BY CONSLEAGUE CONSULTING PRIVATE LIMITED, HAVING ITS REGISTERED OFFICE OFFICE AT NO.20, UNIT 308, BRIGADE RUBIX, HMT MAIN ROAD, JALAHALLI, BANGALORE- 560013). BY FOLLOWING THE ONLINE ACCEPTANCE PROCESS PROVIDED BY HOSPITILIO, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. A CONTRACT IS THEN FORMED BETWEEN HOSPITILIO AND THE COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT OR AN INDIVIDUAL ("CHANNEL PARTNER").
1.1 Appointment. Upon acceptance of this Non-Exclusive Channel Partner Agreement (the "Agreement") by Hospitilio.com. ("Hospitilio"), Hospitilio hereby grants Channel Partner for the term of this Agreement a non-exclusive, non-transferable, non-sublicensable right to promote, market, and source leads ( "Patients" seeking medical treatment), as designated on the Hospitilio Partner Portal ("Partner Portal"), subject to the requirements of this Agreement and the Partner Portal.
2.1 Right Informations. Channel partners agrees to give the right information to the ("Patients/customer" seeking medical treatment) Customers, Prospective Customers and potential customers, under no cicumstances channel partner would give any misleading/wrong information regarding hospitilio.com to the customers.
2.2 Best Efforts. Channel Partner agrees to utilize its best efforts to market and promote the Service (www.hospitilio.com) and generate leads ("Patients/customer" seeking medical treatment) Customers, Prospective Customers and potential customers, to locate, contact, and solicit, on the Company's behalf, potential customers, to generate and develop Qualified Leads.
3.1. Fees for Services. In the event that a potential Customer introduced to the Company by the Channel Partner undergoes treatment with any of the listed healthcare service provider, the Company shall pay the Channel Partner, for each such leads, the amounts as agreed upon, or any amendment thereto as the Company may issue in its sole discretion from time to time.
3.2. Payment of Fees. The Company shall pay each Fee owed to the Channel Partner hereunder within thirty (30) calendar days of completion of treatment and settlement of healthcare service provider bills. All Fees shall be paid in Indian rupee.
3.3. Taxes. The Channel Partner is responsible for the payment of all taxes which arise from the performance of the Services and the receipt of the Fees hereunder.
3.4. Fee Disputes. Any disputes by the parties relating to any amount, accrual or payment of any fees, expenses and/or invoices shall be resolved pursuant to Section 13 hereof.
You agree to defend, indemnify and keep indemnified and hold Hospitilio.com and, as applicable, its officers, directors, employees, Clients, affiliates or other representatives harmless against any and all claims, proceedings, actions, costs, including legal costs, charges, expenses, damages, liability, losses and demands made by or liabilities to any third party resulting from any activities conducted under your account, your use or misuse of the Website, entering into transactions with Clients, the provision of Medical Services to Clients, contacting others as a result of their postings on the Website, infringing any third party intellectual property or other rights, failing to deliver the Medical Services to Clients, or other issues arising out of your breach or any breach of this Agreement.
5.1 To the fullest extent permitted by applicable law, neither Hospitilio.com nor any of its officers, directors, employees, affiliates or other representatives will be liable for loss or damages arising out of or in connection with your use of any facilities, services and Website Services offered or transactions entered into through or from the Website including, for the avoidance of doubt, your transactions with customers or medical services facilitated through the Website, including, but not limited to, direct, indirect or consequential loss or damages, loss of data, loss of income, profit or opportunity, loss of, or damage to, property and claims of third parties, even if Hospitilio.com has been advised of the possibility of such loss or damages, or such loss or damages were reasonably foreseeable.
5.2 In no event shall Hospitilio.com nor any of its officers, directors, employees, affiliates or other representatives be liable for any damages whatsoever resulting from the statements or conduct of any client or third party or the interruption, suspension or termination of the Website Services, whether such interruption, suspension or termination was justified or not, negligent or intentional, inadvertent or advertent.
5.3 Without limiting the foregoing, under no circumstances shall Hospitilio.com nor any of its officers, directors, employees, affiliates or other representatives be held liable for any delay or failure in performance of the Website resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including, without limitation, internet failure, computer equipment failures, telecommunication failures, other equipment failures, electrical power failures, strikes, lay-way disputes, riots, interactions, civil disturbances, shortages of labour or materials, fires, floats, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third party.
5.4 In no event shall Hospitilio.com nor any of its officers, directors, employees, affiliates or other representatives be liable or responsible for any wrong or misleading informations given to the customers (Patients) by you.
6.1. Non-Compete. During the term of this Agreement, and for a period of one (1) year immediately following its termination, the Channel Partner agrees not to directly or indirectly solicit, enter into a contractual arrangement with, or perform competing Services for any Customer, or Prospective Customer, or assist any third party to do the same.
6.2. Non-Solicitation. During the term of this Agreement, and for a period of one (1) year immediately following its termination, the Channel Partner agrees not to directly or indirectly solicit or induce any employee or independent contractor of the Company to terminate or breach an employment, contractual or other relationship with the Company.
6.3. Qualified Leads. Should a party obtain a Qualified Lead with respect to a potential customer ("Patient/ Prospective Customer seeking medical treatment") the other party may not solicit or enter into an agreement with that Prospective Customer/patient for six (6) months from the date of Initial Contact. Should the Prospective Customer not enter into an agreement with the party during such six (6) month period, such Prospective Customer shall no longer be considered a Prospective Customer and the obligations under this Section 6.3 shall no longer be binding upon the other party. Should such Prospective Customer enter into an agreement with the other party within such six (6) month period or based on a solicitation by the other party during such six (6) month period, if the other party is (i) the Company, then the Channel Partner shall be entitled to receive fees as provided for herein for any leads pursuant to such agreement, or (ii) the Channel Partner, then the Channel Partner shall not be entitled to receive any fees for leads for such Prospective Customer pursuant to such agreement.
6.4. New Customers. The Channel Partner may not solicit any Customer/patient of Hospitilio, or any former Customer of Hospitilio for a one (1) year period following completion of treatment via hospitilio.
7.1. Term. This Agreement shall commence on the Effective Date and shall run for consecutive one (1) year automatically renewable terms. Hospitilio.com shall be entitled to terminate this Agreement for convenience at any time and without notice or penalty or charge.
7.2. Rights Upon Termination. Upon termination of the Agreement pursuant to Section 7.1, each party shall, at the other party's discretion, either immediately destroy or return to the other party any and all Confidential Information of the other party in its possession or control and a duly authorized officer of such party shall certify to the other party in writing that such return and/or destruction, as the case may be, has occurred.
7.3. Survival . The rights and obligations contained in Sections 3 (Fees), 4 (Indemnity), 5 (Limitation on Liability), 6 (Non-Compete/NonSolicitation), 7.1 (Term), 7.2 (Rights Upon Termination), 7.3 (Survival), 8 (Non-Exclusive Engagement), 10 (Trademarks; Inventions), and 15.6 (Governing Law) shall survive any termination or expiration of this Agreement.
Hospitilio is engaged in the business of, among other things, providing services, to others, including actual or potential customers/patients of, and competitors with the Channel Partner. The Company's engagement under this Agreement is non-exclusive; and, subject to the Company's adherence to its obligations regarding the Channel Partner's Confidential Information, neither this Agreement nor the Company's engagement hereunder shall prohibit, restrict or limit the Company in any way from providing services to or otherwise engaging in any relationship with any other person or entity, including any actual or potential customers of, and competitors with, the Channel Partner
9.1. Notification. In the event of any dispute arising out of or relating to this Agreement, the authorised person of either party (referred to for convenience in this Section as the "Delivering Party") shall notify the authorised person of the other party (referred to for convenience in this Section as the "Notified Party") and, when applicable, the Customer involved is such dispute, in writing of the dispute, specifying such dispute in reasonable detail (the "Dispute Notice").
9.2. Response. The Notified Party shall respond to the Dispute Notice in writing within ten (10) business days of receipt thereof (the "Response Notice"), suggesting at least three (3) alternative times and places for discussing a resolution of the dispute.
9.3 Dispute Resolution Prior to Formal Proceedings. Each party agrees that the initiation of formal proceedings for resolution of any disputes shall not be commenced until the procedure set forth in this Section 9 has been exhausted.
10.1. Any and all trademarks, trade names, logos, service marks, trade dress or other proprietary indicia of Hospitilio (collectively, the "Company Marks") are and shall remain the exclusive property of Hospitilio. The Channel Partner has no rights in and to the Company Marks and may not utilize the Company Marks for any purpose without the prior written consent of Hospitilio. Any unauthorized use or misuse of the Company Marks shall constitute an infringement of the Company's rights in and to the Company Marks and shall constitute a material breach of this Agreement.
10.2. Any and all ideas, inventions, discoveries, knowhow, improvements and works of authorship, including, but not limited to, those which are or may be patentable or subject to copyright protection (including, but not limited to, object code, source code, annotations, flow charts and reports) that are created and/or conceived as a result of the performance of the services on behalf of a Customer/Patient, are and shall be the sole and exclusive property of Hospitilio.
11.1. Independent Contractor Relationship. The relationship between the parties is that of independent contractors, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. The Channel Partner will not be entitled to any of the benefits which the Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Neither party is authorized to make any representation, contract or commitment on behalf of the other party. The Channel Partner is solely responsible for, filing all tax returns and payments required to be filed with, or made to, any state or local tax authority with respect to the performance of Services and receipt of Fees under this Agreement. No part of the Channel Partner's compensation will be subject to withholding by the Company for the payment of any state or any other employee payroll taxes.
11.2. Allocation of Risk. The section on limitation of liability allocates the risks of this Agreement between the parties. This allocation is reflected in the Fees provided hereunder and is an essential element of the basis of the bargain between the parties.
11.3. No Assignment. Neither party may assign this Agreement or any rights or obligations under this Agreement without the written consent of the other party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, Hospitilio may assign this Agreement to a third party without such consent, in the event of or in connection with a merger, reorganization or the sale of all, substantially all or a majority of its assets or voting securities
11.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India, and you hereby agree for the benefit of Hospitilio.com and without prejudice to the right of Hospitilio.com to take proceedings in relation to this Agreement, or for such purposes you irrevocably submit to the jurisdiction of such courts. The language of any dispute resolution procedure or any proceedings under this Agreement will be English.
11.5. Use of Channel Partner Name. The Company will have the right to include the Channel Partner's name on any list of the Company's channel partners and in any materials prepared or distributed for purposes of sales, marketing and/or promotion.