Vendor Information Form

This Mutual Non-Disclosure Agreement (“Agreement”) is made effective this 2022 (“Effective Date”) between XIN GLOBAL SERVICES PRIVATE LIMITED, having its office at 516, Amanora Chambers, Hadapasar Pune, Maharashtra – 411 028 (“Xin Global Services”, which expression includes its successors and assigns) and , having its office at (“Company”, which expression includes successors and assigns).

Both XIN GLOBAL SERVICES PRIVATE LIMITED and Company shall collectively be referred to as “Parties” and individually as “Party”.

WHEREAS

1. Xin Global Services is engaged in development, marketing and sales of enterprise-wide software systems and custom solutions and also further provide related services.
2. Company is engaged in ……………..
3. Xin Global Services Pvt. Ltd and Company are desirous of pursuing a mutually beneficial relationship. Both Xin Global Services Pvt. Ltd and Company agree that there may be a sharing of confidential information between them in the course of their relationship. Through the Agreement, Xin Global Services Pvt. Ltd and Company define their mutual obligations in respect to the confidential information received from each other.
4. In connection with the business, either Party (“Disclosing Party”) may disclose Confidential Information (as defined below) to the other Party (“Receiving Party”).

NOW THEREFORE, in consideration of the above premises the sufficiency of which is hereby acknowledged, the Parties mutually agree as follows:

1. Confidential Information

“Confidential Information” shall mean any and all information disclosed to, or otherwise acquired or identified or observed by, a Party including that of its subsidiaries and affiliates, and each of their respective directors, employees, representatives and agents (collectively, “Receiving Party’s Representatives”), from the Disclosing Party and its affiliated companies, relating to the business of the Disclosing Party, or received from others that the Disclosing Party is obligated to treat as confidential, and other materials and information of a confidential nature whether communicated in writing, electronically, photographically, or recorded in any other form of media, including, but not limited to, all sales and operating information, client lists and other client information, employee and other human resource information, existing and potential business and marketing plans and strategies, financial information, cost and pricing information, data media, know-how, designs,  specifications, technical information, concepts, reports, methods, processes, techniques, operations, devices, product schematics or drawings, descriptive material, patent and patent applications, trade secrets, trademarks, trade names, specifications, software (source code or object code) and the like, whether or not the foregoing information is patented, tested, reduced to practice, or subject to copyright or any other intellectual property right. 

“Confidential Materials” shall mean all tangible materials containing Confidential Information, including without limitation drawings, schematics, written or printed documents, computer disks, tapes, and compact disks (CD), whether machine or user readable

2. Protection of Confidential Information
3. Use

The Receiving Party understands and acknowledges that the Confidential Information has been developed or obtained by the Disclosing Party by the investment of significant time, effort and expense, and that Confidential Information is a valuable, special and unique asset of the Disclosing Party which provides the Disclosing Party with a significant competitive advantage.  Therefore, the Receiving Party agrees to hold in confidence and not to disclose the Confidential Information, to any person or entity without the prior written consent of the Disclosing Party.

The Receiving Party will use the same standard of care it would use to secure and safeguard its own confidential information of similar importance, but in no event less than reasonable care.

1. No copying.

The Receiving Party will not copy or modify any Confidential Information without the prior written consent of the Disclosing Party. Any permitted reproduction of confidential information must contain all confidential or proprietary legends which appear on the original. The Receiving Party shall immediately notify the Disclosing Party in the event of any loss or unauthorized disclosure or use of the confidential information.

1. Permitted disclosures.

The Receiving Party shall permit access to the Disclosing Party’s confidential information solely to the Receiving Party’s Representatives and contractors who (i) have a need to know such information; and (ii) have signed confidentiality agreements with the Receiving Party. Confidential information shall not be disclosed or transferred to any third party without the specific prior written approval of the Disclosing Party.

1. Additional obligations.

The Receiving Party shall  (i) notify the Disclosing Party promptly of any material unauthorized possession, use or knowledge, or attempt thereof, of the Disclosing Party’s Confidential Information by any person or entity which may become known to the Receiving Party; (ii) promptly furnish to the Disclosing Party full details of the unauthorized possession, use or knowledge, or attempt thereof; (iii) use reasonable efforts to assist the Disclosing Party in investigating or preventing the recurrence of any unauthorized possession, use or knowledge, or attempt thereof, of Confidential Information; (iv) use reasonable efforts to cooperate with the Disclosing Party in any litigation and investigation against third parties deemed necessary by the Disclosing Party to protect its proprietary rights; and (v) promptly use all reasonable efforts to prevent a recurrence of any unauthorized possession, use or knowledge of Confidential Information.

1. Unauthorized Disclosure of Information.

If it appears that the Receiving Party has disclosed (or has threatened to disclose) Confidential Information in violation of the Agreement, the Disclosing Party shall be entitled to an injunction to restrain the Receiving Party from disclosing, in whole or in part, the Confidential Information.  The Disclosing Party shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. Neither the Disclosing Party nor the Receiving Party shall be liable to each other for any indirect, special, punitive, exemplary or consequential losses or damages.

1. Exceptions

The following shall not be considered as Confidential Information:

1. Any information that the Receiving Party can show by documentary evidence was in its possession prior to the disclosure to it hereunder; or
2. Any information that comes into the possession of the Receiving Party’s Representatives, from another party who is under no obligation to the other to maintain confidentiality of such information; or

• Any information that becomes generally known other than through the fault of the Receiving Party,

1. Any particular portion of the Confidential Information which was developed by Receiving Party’s Representatives independently of and without reference to any Confidential Information or other information that the Disclosing Party has disclosed in confidence to any third party.

The burden of proving these exceptions to the provisions of the Agreement resides with the Receiving Party.

3. Compelled Disclosure. In the event that Receiving Party or any of Receiving Party’s Representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar incidents) to disclose any of the Confidential Information, it is agreed that Receiving Party or Receiving Party’s Representatives, as the case may be, will provide Disclosing Party with prompt notice of such request(s) so that Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of the Agreement.  In the event that such protective order or other remedy is not obtained, or Disclosing Party grants a waiver hereunder, Receiving Party or Receiving Party’s Representatives may furnish that portion (and only that portion) of the Confidential Information which Receiving Party is legally compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded any Confidential Information so furnished.

4. Term and Termination

The Agreement shall be valid for a period of two (2) years from the Effective date (Term). However, either Party may terminate the Agreement by giving the other Party not less than thirty (30) days’ prior written notice. Either Party may request for an extension of the Term by giving a renewal notice to the other Party. The Confidentiality obligation under the Agreement shall survive for a period of three (3) years after the expiry or termination of the Agreement.

This Agreement shall be terminated on the earlier occurrence of: (a) the execution of a definitive agreement between the Parties which includes confidentiality provisions, or which expressly supersedes this Agreement (“Definitive Agreement”); or (b) written notice given by either party terminating this Mutual Non-Disclosure Agreement. 

5. Return of Confidential Information.

Upon the written request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all written materials containing the Confidential Information. The Receiving Party shall also deliver to the Disclosing Party written statements signed by the Receiving Party certifying that all materials have been returned within five (5) days of receipt of the request.

6. No Obligation.

Neither Party shall make any commitment or incur any expense or charge for or in the name of the other Party.  Neither Party has any obligation by virtue of the Agreement to procure any products or services from the other Party or to enter into any further business relationship or to refrain either of the Parties from entering into an agreement with any other person. Neither execution nor performance of the Agreement shall be construed or deemed to have established any joint venture or partnership or have created the relationship of principal and agent between the Parties.

7. Receiving Party acknowledges that money damages may be incalculable and an insufficient remedy for any breach of the Agreement by Receiving Party and that any such breach may cause Disclosing Party irreparable harm.  Accordingly, Receiving Party also agrees that, in the event of any breach or threatened breach of the Agreement, Disclosing Party, in addition to any other remedies at law or in equity it may have, shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.

8. Relationship of Parties

Neither Party has an obligation under the Agreement to purchase any service or item from the other Party, or commercially offer any products using or incorporating the Confidential Information. The Agreement does not create any agency, partnership or joint venture.

9. No Grant of Proprietary Rights

The Receiving Party recognizes and agrees that, except as expressly and specifically set forth in the Agreement, nothing herein shall be construed as granting any proprietary right, by license, implication, estoppel or otherwise, to any of the Disclosing Party’s, confidential information, trade mark, trade name or to any invention or any patent right that has issued or that may issue based on such confidential information. All information disclosed is provided “as is” without any warranties of any kind.

10. Governing Law, Jurisdiction and Venue.

The Agreement shall be governed by and interpreted in accordance with the laws of India. In connection with any litigation arising hereunder, Parties hereby (i) irrevocably and unconditionally submit to the exclusive jurisdiction of courts in Chennai and (ii) irrevocably and unconditionally waive any objection to the laying of venue of any such action or proceeding in any such court and hereby further irrevocably and unconditionally waive and agree not to plead or claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

11. General Provisions.
12. The Agreement sets forth the entire understanding of the Parties regarding confidentiality. Any amendments must be in writing and signed by the Parties.
13. The Agreement is intended to facilitate only the exchange of Confidential Information and is not intended to be, and shall not be construed to create a teaming agreement, joint venture association, partnership, or other business organization or agency arrangement and no Party shall have the authority to bind the other without the separate prior written agreement thereof.

• No Party hereto has an obligation to supply information hereunder and no Party has an obligation hereunder to enter into any contract with the other Party. No Party has an obligation under the Agreement to offer for sale products using or incorporating the Proprietary Information.

1. If any provision of the Agreement shall be declared invalid or illegal for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.
2. No failure on the part of either Party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or a future exercise thereof or the exercise of any other right or remedy granted hereby, or by any related document, or by law. Any failure of a Party to comply with any obligation contained in the Agreement may be waived by the Party entitled to the benefit thereof only by a written instrument duly executed and delivered by the Party granting such waiver, which instrument makes specific reference to the Agreement and the provision to which it relates and describes the right or obligation consented to, waived or purported to be violated.
3. The Agreement contains the entire agreement and understanding between the Parties hereto relating to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. The Agreement may not be assigned by Recipient by operation of law or otherwise without the written consent of the other Party, which consent shall not be unreasonably withheld or delayed.  The Agreement may be executed in several counterparts, each of which will be deemed an original, and all of which taken together will constitute one single Agreement between the Parties with the same effect as if all the signatures were upon the same instrument.

Terms and Conditions:

1. Advertiser agrees to provide Affiliate a lead generation services based on mutually accepted requirements stated above and executed by both signatories
2. Advertiser will generate for Affiliate either verified or qualified leads using phone, email, or web outreach
3. Advertiser will deliver to Affiliate up to the number of leads stated in the booking
4. The delivery should be paced as mentioned in the booking email, until the end of the campaign.

5. If at the end of the agreed timeline as per booking email, if the quantity of leads has not been generated, Affiliate reserves the right to stop campaign payment, request a partial refund or opt to wait until leads are
6. Advertiser generated leads are prospects who provide their contact information in order to receive the client’s marketing material or
7. A lead shall be defined as a record with full contact information & company information – Name, job title, company name, company business address, a valid phone number, email address and other information as requested in the reporting template or as per booking The leads are scrubbed before all contact data is provided to Affiliate as a lead.

8. Final Quality of the leads will be shared by Client(s) from whom Affiliate & Advertiser are in contract and generating leads, if any dispute, then Affiliate will be investigating and if found to be valid then Affiliate will consider it to Client(s).

9. Any fake lead or doctored/fabricated lead submitted by Advertiser will be penalized as a fine to Affiliate, which is to be paid within 30 day(s) by the agreed
10. Advertiser will provide these services at the mutually agreed price and invoice monthly under payment terms of net- 60 to 65 day(s) for Outside India Campaign and net 60 days for INDIA campaigns and which may differ campaign to campaign. Each campaign payment term will be mentioned on email in campaign details & will be paid via check, wire, or debit/credit
11. Cost Per Lead will be mentioned/ given in mail which would be including
12. Advertiser will be paid only after the payment receive from Client(s). Affiliate will not be responsible if Client(s) have stopped or delayed in any payment if deliveries being missed, client pause, escalations, fraudulent of lead information or manipulating lead information & fabricated call recordings, etc.

13. Affiliate may pause a campaign or terminate this agreement in writing real-time depending upon scenarios (In case of underperformance, deliveries being missed, client pause, client escalations, fraudulent of lead information or manipulating lead information & fabricated call recordings).
14. Advertiser will have to provide 100% call recordings for each lead delivered to
15. Advertiser will have to replace disqualified leads within 24 hours in order to consider campaign complete (in case of final deliveries). In either case, leads may be generated within the 24-hour window and would need to be paid for in full by Affiliate.
16. Any lead disqualification made via end client where no replacement can be done will be considered a
17. Affiliate will keep the 100% transparency with the quality of each lead Delivery & Quality terms for each campaign will be shared to advertiser on email with campaign details.

18. Advertiser will provide a lead replacement or refund for leads deemed as disqualified within 1

19. Any mutually accepted changes to this agreement will take upto 48 hours to
20. Affiliate hereby grants to Advertiser a non-exclusive, royalty-free, worldwide license to use Affiliate name, trademark, service mark, for the purpose of fulfilling the requirements of this agreement (No Logo’s or copyright). Advertiser and Affiliate will act as independent Nothing in this agreement shall constitute or imply a joint venture or partnership.

21. This agreement may not be amended, altered, or modified, except in writing and signed by both parties.

22. This Agreement shall be governed by the laws of Government of India, and any litigation regarding or concerning this Agreement shall be brought in a court of competent jurisdiction located in Pune City,
23. Advertiser does not warrant or guarantee success rates, conversion rates, pay-up rates, response rates, or the ability to convert any lead provided as per booking Furthermore, Advertiser and Affiliate agree that under no circumstances and under no legal theory, whether in tort (including negligence), contract, or otherwise, shall either party be liable to other party, its agents, or any third parties for any direct, indirect, special, incidental, or consequential damages of any character arising out of this contract. Except for claims by Advertiser regarding non-payment by Affiliate and for a party’s indemnification obligations, Advertiser and Affiliate hereby agree that a party’s total aggregate liability to the other party and all third- parties for any and all injuries, damages, claims, losses, expenses, or claim expenses (including attorneys’ fees) arising out of this contract shall be, and hereby is, limited to the amount of fees paid to Advertiser under this contract.
24. Advertiser shall not be liable for any consequential or indirect loss whether arising from breach of duty in the contract or in any other This agreement is governed by the laws of Government of India. Any controversy or claim arising out of or relating to this agreement or the breach thereof will be settled by binding arbitration, which shall be conducted in accordance with the rules of the Government of India. There shall be one arbitrator in any such proceeding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Pune, Maharashtra. Should either party commence arbitration to enforce or interpret this agreement, the arbitrator shall have the discretion to award the prevailing party reasonable attorney fees.
25. By signatures from both Advertiser and Affiliate below, the undersigned represents that they have read, understood, and agrees to the terms and conditions of this contract and

incorporated herein (the “Terms and Conditions”).

IN WITNESS WHEREOF, the Parties have executed the Agreement by their duly authorized representatives.

Xin Global Services Pvt. Ltd Systems Limited