CHANNEL PARTNER AGREEMENT - GENERAL TERMS & CONDITIONS

Introduction: This document outlines the general terms and conditions under which individuals or entities ("Channel Partner") may apply and be engaged as an authorized Channel Partner of M/s. CoEvolve Estates Private Limited ("CEPL"). By submitting an online application, the applicant acknowledges and agrees to the following terms and conditions.

1. Scope of Engagement:

• 1.1 The Channel Partner agrees to act as a non-exclusive agent for CEPL in a principal-to-principal relationship. The Channel Partner expressly acknowledges that this Agreement does not establish an employer-employee relationship, agency, partnership, or joint venture between the parties, and that the Channel Partner shall not represent itself as having any authority to bind CEPL in any manner.
• 1.2 The Channel Partner is responsible for promoting residential projects developed by the CoEvolve Group strictly in accordance with the promotional materials and guidelines provided by CEPL.
• 1.3 The Channel Partner shall diligently assist and facilitate in closing transactions, ensuring that all necessary documents and compliance requirements are fully adhered to and submitted as per CEPL's instructions.
• 1.4 The Channel Partner shall maintain a detailed and accurate database of all prospective customers and coordinate closely with CEPL to effectively close sales. The Channel Partner must regularly update CEPL on the status of leads and any ongoing negotiations.

2. Promotional Conduct:

• 2.1 The Channel Partner must strictly adhere to the pricing structure, terms of sale, and promotional strategies provided by CEPL and is expressly prohibited from altering prices, offering unauthorized discounts, or making any additional offerings without prior written approval from CEPL.
• 2.2 All promotional activities, including but not limited to advertisements, online marketing, and customer engagements, must receive prior written approval from CEPL. Any unauthorized promotional activities may result in immediate termination of this Agreement.
• 2.3 The Channel Partner is not authorized to make any commitments, warranties, representations, or statements on behalf of CEPL, and any such unauthorized actions will be deemed a material breach of this Agreement.

3. Confidentiality and Data Protection:

• 3.1 The Channel Partner shall maintain the strictest confidentiality of all proprietary, confidential, and sensitive information provided by CEPL, including but not limited to customer data, business strategies, and project details. The Channel Partner shall not, under any circumstances, disclose such information to any third party without the express written consent of CEPL.
• 3.2 The Channel Partner shall not misuse or exploit any confidential information, including private customer data, for personal gain or any purpose other than fulfilling its obligations under this Agreement.
• 3.3 Upon termination of this Agreement, the Channel Partner shall immediately return or destroy all confidential information in its possession, and certify in writing to CEPL that it has done so.

4. Deal Registration and Channel Conflict Resolution:

• 4.1 Lead Registration and Accountability: To ensure transparency and mitigate potential conflicts among Channel Partners, the Channel Partner is required to register each lead with CEPL using the designated process. The first Channel Partner to submit a complete and accurate lead registration will be recognized as the originating partner for that lead, subject to CEPL’s sole and absolute discretion. CEPL reserves the exclusive right to validate, accept, or reject any lead registration. All lead registrations must be time-stamped and logged into CEPL’s system. CEPL's determination regarding the acceptance, rejection, and attribution of a lead is final, binding, and non-contestable. Any disputes regarding lead ownership will be resolved based on CEPL's records, and CEPL reserves the right to take any action it deems necessary, including reassigning or invalidating leads.
• 4.2 Accompanying Prospects on Site Visits: To strengthen the relationship with prospects and ensure accountability, Channel Partners are strongly encouraged to accompany their registered prospects on the first site visit and during the booking process. Failure to do so may result in the forfeiture of any claim to commission or lead ownership.
• 4.3 Conflict Resolution: In the event of any disputes between Channel Partners regarding lead registration, ownership, or commission claims, CEPL’s decision shall be final and binding. CEPL reserves the right to make adjustments, reassign leads, or take other actions to resolve disputes as it deems appropriate.

5. Booking and Sales Process:

• 5.1 All bookings and sales facilitated by the Channel Partner will be recognized as complete only when accompanied by a full and accurate set of required documents, including a duly signed application form, payment confirmation, and all relevant customer information as specified by CEPL.
• 5.2 In the event of cancellation by a buyer, any commission paid to the Channel Partner must be reimbursed to CEPL immediately, unless otherwise expressly agreed upon in writing by CEPL.
• 5.3 The Channel Partner is required to register every prospective buyer with CEPL. If a buyer has made prior inquiries with CEPL within one month before the registration by the Channel Partner, CEPL reserves the right to attribute the sale and corresponding commission as it deems appropriate.

6. Compensation and Payment:

• 6.1 The Channel Partner will be entitled to a commission based solely on the sale of CEPL’s products, as detailed in the specific Pay-out structure applicable at the time of sale. CEPL reserves the right to modify the Pay-out structure at its sole discretion, with notice to the Channel Partner.
• 6.2 Payment of commission will be made within 30 business days from the receipt of a valid and undisputed invoice, provided that all conditions for the disbursal have been met in full.
• 6.3 All commissions are exclusive of applicable Goods and Service Taxes (GST) and any other applicable taxes, which shall be borne solely by the Channel Partner.

7. Termination:

• 7.1 This Agreement shall be valid for an initial term of 11 months from the date of acceptance and may be renewed at the sole discretion of CEPL. CEPL reserves the right to terminate the Agreement with 7 days' written notice, with or without cause.
• 7.2 CEPL may terminate this Agreement immediately, without notice, in the event of a material breach by the Channel Partner, including but not limited to unauthorized promotional activities, breach of confidentiality, or failure to comply with CEPL's guidelines and instructions.
• 7.3 Upon termination, the Channel Partner shall immediately cease all use of CEPL’s intellectual property, return all confidential information, and settle any outstanding obligations to CEPL.

8. Indemnity:

• 8.1 The Channel Partner agrees to fully indemnify, defend, and hold harmless CEPL, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of this Agreement by the Channel Partner or its representatives, or any negligent or wrongful act or omission by the Channel Partner.
• 8.2 CEPL shall not be liable for any actions or omissions of the Channel Partner that are beyond the scope of this Agreement or that result in damage to third parties.

9. Post-Termination Obligations:

• 9.1 Upon termination of this Agreement, the Channel Partner is obligated to immediately return any and all confidential information, materials, and documents belonging to CEPL and to settle any outstanding payments within 15 days of termination.
• 9.2 The Channel Partner shall cease all representations and activities on behalf of CEPL immediately upon termination and shall not hold itself out as an authorized Channel Partner of CEPL.

10. Independent Consultant:

• 10.1 The Channel Partner operates as an independent contractor and is not authorized to bind or obligate CEPL in any manner. The Channel Partner shall not represent itself as having the authority to act on behalf of CEPL or to incur any liabilities or obligations in the name of CEPL.

11. Governing Law, Jurisdiction & Dispute Mechanism:

• 11.1 This Agreement shall be governed by and construed in accordance with the laws of India.
• 11.2 Any disputes arising from or related to this Agreement shall be resolved through mutual negotiation, failing which they shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996. The venue of arbitration shall be Bengaluru, and all proceedings shall be conducted in English.
• 11.3 The courts in Bengaluru shall have exclusive jurisdiction over any legal proceedings arising out of or in connection with this Agreement.

12. Miscellaneous:

• 12.1 Notices & Change in Address: All notices required or permitted under this Agreement shall be given in writing by registered post or email. Any change in address must be communicated to the other party within 3 working days of such change.
• 12.2 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, agreements, and understandings, whether oral or written.
• 12.3 Assignment: Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party. Any attempted assignment in violation of this provision shall be null and void.
• 12.4 Partial Invalidity: If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
• 12.5 Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.
• 12.6 Limitation of Liability: In no event shall CEPL be liable for any indirect, incidental, consequential, or punitive damages, including lost profits, arising out of or related to this Agreement, even if advised of the possibility of such damages.
• 12.7 Non-Solicitation: For a period of 6 months following the termination of this Agreement, neither party shall directly or indirectly solicit or recruit any employees of the other party with whom they have had contact under this Agreement.
• 12.8 Force Majeure: Either party shall be excused from performance under this Agreement if a force majeure event occurs. The affected party must notify the other party promptly, and the obligations will resume once the event has abated. If the event continues for more than 30 days, either party may terminate the Agreement with 15 days' notice.