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Agreement between Jaguar Solutions Pvt Ltd and Associate This Agreement is entered by and between Jaguar Solutions Pvt Ltd (“Vendor”) a private Ltd. company with registered office at Flat no. 4, Shankar Smriti, ITI Road, Aundh, Pune and I orange applications Pvt. ltd(“Associate”) (collectively the “Parties”). Associate desires to refer Jaguar Solutions Pvt Ltd services to its clients. Services to be sold include website designing, website development, search engine optimization, search engine marketing and online promotion services. To carry out this purpose, the Parties hereby agree as follows: I.

Definitions: For the purpose of this agreement, we define website designing as the act of designing and development of web pages, hosting and domain names. Search Engine Marketing as the act of marketing a web site via search engines, whether this be improving rank in organic listings, purchasing paid listings or a combination of these and other search engine-related activities. Banner advertising is defined as managing campaigns on popular web portals like Yahoo, MSN etc.

II.

Appointment: Jaguar Solutions Pvt Ltd appoints I orange applications Pvt. ltd as an associate to refer its services to clients. The Associate is forbidden to misuse or misrepresent any of Jaguar Solutions Pvt Ltd services or to tarnish the brand name and or reputation of Jaguar Solutions Pvt Ltd.

III.

Contract Term: The term of the contract is initially for a period of six months. After reviewing the performance of associate, Jaguar Solutions Pvt Ltd will extend the term of this agreement.

IV.

Fees & Payment Terms: The commission applicable for I orange applications Pvt. ltd is listed below: Per man months: - Total commission is agreed for 20% which Associate will be paid on a percentage basis as and when the client makes a payment. If client makes payments in multiple installments, associate will also be paid in equivalent installments. If any discount given to client then the commission slab will also varies.

V.

Vendor's Responsibilities: Jaguar Solutions Pvt Ltd responsibilities include helping I orange applications Pvt. ltd with prompt response and support so that Jaguar Solutions Pvt Ltd can sell Website Designing, Search Engine Optimization and allied services to I orange applications Pvt. ltd clients.

VI.

I orange applications Pvt. ltd Responsibilities: I orange applications Pvt. ltd responsibilities include communicating in an orderly manner with Jaguar Solutions Pvt Ltd sales team to help them close deals. I orange applications Pvt. ltd also agrees not to engage in sales gimmicks like money back guarantees to attract clients. I orange applications Pvt. ltd guarantees not to interfere with or disrupt or attempt to interfere with or disrupt, any business relationship, contractual or otherwise, between Jaguar Solutions Pvt Ltd and any other party, including clients, prospective clients, employees or representatives of Jaguar Solutions Pvt Ltd. I orange applications Pvt. ltd shall not perform any act in violation hereof through any other person or entity or through any plan, scheme or design calculated to circumvent the requirements hereof. This covenant shall cover the term of this agreement and a period of three years thereafter.

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VII.

I orange applications Pvt. ltd Reporting Responsibilities: I orange applications Pvt. ltd agrees to update Jaguar Solutions Pvt Ltd team regularly of sales lead generated through his efforts. This will help Jaguar Solutions Pvt Ltd team maintain transparency in terms of mapping a lead to I orange applications Pvt. ltd. Hence if a lead generated by I orange applications Pvt. ltd is communicated to Jaguar Solutions Pvt Ltd sales team and subsequently the lead contacts other person within Jaguar Solutions Pvt Ltd, the lead will still be credited to I orange applications Pvt. ltd provided he has reported the lead to Jaguar Solutions Pvt Ltd sales team.

VIII.

Intellectual Property: Jaguar Solutions Pvt Ltd gives a non-permanent license to use its brand name, logo, client case studies and client references and good will to generate leads. However, I orange applications Pvt. ltd has no rights over any intellectual property of Jaguar Solutions Pvt Ltd.

IX.

Confidentiality:

A. Confidential Information Defined: I orange applications Pvt. ltd acknowledges that it will have access to certain confidential information of the vendor concerning business plan, proprietary reporting formats, sales material (including proposals and presentations), plans, customers, technology and products, including the terms and conditions of this Agreement (“Confidential Information”). Confidential Information includes, but is not limited to: descriptions, business plans, software, internet designs, test data, other data, reports, recommendations, marketing plans, advertising and sales material, seo reports, customer lists, business records, projections, products, product information, financial information, other plans or proposals, proprietary information and any other information disseminated by vendor to the Associate to further the purpose of this Agreement and the performance thereof. B. Obligation of Nondisclosure. I orange applications Pvt. ltd promises and hereby agrees: 1. To hold Confidential Information in strict confidence; 2. To use Confidential Information only for purposes of carrying out this Agreement; 3. To only disclose the Confidential Information to those of his officers, employees and agents as are necessary to carry out the purpose of this Agreement; and 4. Not to disclose Confidential Information to third parties without vendor’s prior written approval. I orange applications Pvt. ltd also acknowledges that any attempt to contact Jaguar Solutions Pvt Ltd employees directly (to work with I orange applications Pvt. ltd directly) will be a severe breach of this agreement and will attract criminal prosecution from Jaguar Solutions Pvt Ltd. Further, I orange applications Pvt. ltd cannot hire any present or past Jaguar Solutions Pvt Ltd employee for three years after termination of this agreement. The Parties hereby agree that these obligations shall remain in full force and effect during the term of the Agreement and for three years following termination of this Agreement.

X.

Limitation of Liability: IN NO EVENT SHALL Jaguar Solutions Pvt Ltd BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OF ASSOCIATE’S BUSINESS, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, SUFFERED BY THE ASSOCIATE, WHETHER OR NOT ASSOCIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, INJURY AND/OR DAMAGES.

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XI.

Termination: If I orange applications Pvt. ltd does not perform satisfactorily in terms of generating leads for a period of six months after signing this contract or for a period of two months after the initial six months, then Jaguar Solutions Pvt Ltd can revoke and terminate this agreement. Further if I orange applications Pvt. ltd does not comply with any of the terms of this agreement or violates any terms of this agreement then Jaguar Solutions Pvt Ltd can revoke this agreement by giving a 15 days advance notice.

XII.

Jurisdiction: Jaguar Solutions Pvt Ltd is registered under companies act 1956 with registrar of companies, Pune. Hence this agreement will be construed and enforced in accordance with Companies act 1956, without regard to choice of principles thereof. Venue shall be Pune court, India. Schedule A

Associate Company Name: Authorized personnel Name: Title: Address: Zip Code: City: State:

I orange applications Pvt. Ltd Mr. Vijay Veer

AGREED AND ACCEPTED: Associate: I orange applications Pvt. Ltd

Jaguar Solutions Pvt Ltd

Date:__________________________

Date: _________________________

By: __ Mr Vijay Veer ___________

By: Pratik Lalwani

Its: ___Principal Consultant________

Its: Director

Please complete above information and send scan copy along with signed agreement above to:

Sincerey, Pratik Lalwani Jaguar Solutions Pvt Ltd (H.O.):- Flat No. 4, Shankar Smriti ITI Road, Opp, Febindia, Aundh, Pune, 411 007

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