Partnership Agreement

PARTNERSHIP AGREEMENT
This PARTNERSHIP AGREEMENT (hereinafter referred to as the “Agreement”) is entered into on the date of filing up the Annexure-A (hereinafter called the “effective date”)
BY AND BETWEEN
Mayaakatha Hub (OPC) Private Limited, [CIN - U74999KA2022OPC169505], a Company registered under the Companies Act, 2013 and having its registered office situated atFLAT NO E2-306, SNN RAJ SERENITY, YELENAHALLI VILLAGE, BEGUR HOBLI NA BANGALORE Bangalore KA 560068 IN, (hereinafter referred to as “Company”) having Mrs. Meera V. [DIN - 09838653] as authorized signatory which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the First Part;

And
Course Instructor as detailed in the Annexure-A i.e., Offline or the Electronic Onboarding Form, having residential or registered office situated within India, (hereinafter referred to as “Creator” or “Mentor” or “Vendor”) which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the Second Part;
WHEREAS, the Company specializes in advertising and marketing services, and the Mentor possesses valuable knowledge and skills in creating courses and mentoring;

WHEREAS, the Parties desire to collaborate on the creation, marketing, and distribution of courses (the "Content") developed by the Mentor, with the Company handling the advertising and marketing aspects;

WHEREAS, the Parties agree to enter into this Agreement to define the terms and conditions governing their collaboration;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
NOW THIS AGREEMENT WITNESSES AS FOLLOWS:
DEFINITIONS
"Content" refers to the educational courses, materials, videos, texts, images, and any other related assets developed by the Mentor for the purposes of this collaboration.
"Net Profit" refers to the total revenue generated from the sales of the Content, minus any applicable taxes, refunds, chargebacks, and deductions for marketing, advertising, distribution, and other related expenses incurred by the Company.
"Total Sales" refers to the gross revenue generated from the sales of the Content before any deductions.
"Expenses" include but are not limited to costs incurred for marketing, advertising, promotion, distribution, platform fees, payment processing fees, customer support, refunds, and any other reasonable expenses directly related to the collaboration.
"Effective Date" refers to the date on which this Agreement becomes effective, which is the date of signing by both Parties.
"Term" refers to the duration of this Agreement, starting from the Effective Date and ending upon termination as provided in Section 4.
"Parties" collectively refer to the Company and the Mentor, and "Party" refers to either the Company or the Mentor individually.
"Written Notice" refers to a written communication, including emails, letters, or faxes, sent by one Party to the other Party's designated contact person or address as specified in this Agreement.

INTELLECTUAL PROPERTY
Ownership: The Content created by the Mentor, including all intellectual property rights, shall be owned solely by the Company. The Mentor agrees to assign and transfer all rights, title, and interest in the Content to the Company, and the Mentor shall execute any necessary documents to effectuate such assignment and transfer.
Assignment of Rights: The Mentor hereby assigns and transfers to the Company all rights, title, and interest in the Content, including the right to modify, reproduce, distribute, publicly display, and publicly perform the Content, in any form or medium now known or hereafter developed, for the purposes of marketing, promotion, and distribution.
License Grant to Mentor: Notwithstanding the above, the Company grants the Mentor a non-exclusive, non-transferable license to use the Content solely for the purposes of promoting the collaboration during the term of this Agreement. This license shall automatically terminate upon the termination of this Agreement.
Moral Rights: The Mentor hereby waives any and all moral rights or similar rights they may have in the Content, including the right of attribution, integrity, and any right to prevent distortion, mutilation, or modification of the Content.
Confidentiality: The Parties shall treat any confidential information shared during the course of this collaboration as confidential and proprietary. The Mentor shall not disclose, reproduce, or use any confidential information for any purpose other than the performance of their obligations under this Agreement. The obligation of confidentiality shall survive the termination of this Agreement.
Infringement: In the event that either Party becomes aware of any actual or suspected infringement of the intellectual property rights in the Content, they shall promptly notify the other Party. The Parties shall cooperate in taking appropriate actions to protect and enforce the intellectual property rights, including but not limited to initiating legal proceedings if necessary.
No Other Rights Granted: Except as expressly provided in this Agreement, no other rights or licenses, whether implied or expressly granted, are conferred upon the Mentor with respect to the Content or any other intellectual property owned by the Company.
Return of Materials: Upon termination of this Agreement, the Mentor shall promptly return to the Company any materials, documents, or other items provided by the Company, including any copies or reproductions thereof.
Third-Party Intellectual Property: The Mentor represents and warrants that they have obtained all necessary permissions, licenses, or consents for any third-party intellectual property incorporated or used in the Content. The Mentor shall indemnify and hold the Company harmless from any claims, damages, or liabilities arising from any infringement or unauthorized use of third-party intellectual property.
This Clause shall survive any termination of this Agreement and continue in force for a period of 3 (Three) year thereafter.

MARKETING AND DISTRIBUTION
Responsibilities: The Company shall be solely responsible for the marketing, advertising, and promotion of the Content. The Mentor shall provide necessary information, materials, and assistance to the Company to facilitate effective marketing and distribution.
Revenue Sharing: The Parties agree to share 50% of the net profit generated from the total sales of the Content. Net profit shall be calculated by deducting all expenses related to marketing, advertising, distribution, and any other applicable costs from the total sales revenue.

TERM AND TERMINATION
Term: This Agreement shall commence on the date of signing and shall continue until terminated as provided herein.
Termination for Convenience: Either Party may terminate this Agreement at any time by providing written notice to the other Party. Such termination shall be effective [number of days, e.g., 30 days] from the date of notice.
Termination for Breach: Either Party may terminate this Agreement immediately by providing written notice if the other Party commits a material breach of any provision of this Agreement, which breach is not cured within [number of days, e.g., 15 days] after receiving written notice specifying the breach.

TERM AND COMMENCEMENT
The Agreement commences from the date of signing, and shall continue to be in force for a period of 6 Months unless terminated earlier by either party in accordance with the provisions contained herein.

REVENUE SHARING
Revenue Sharing: The Parties agree to share the net profit generated from the total sales of the Content.
Calculation: Net profit shall be determined by subtracting all applicable expenses, such as the delivery, editing, publishing, printing, server & maintenance cost, from the total sales revenue.
Distribution of Revenue: The revenue share shall be distributed as follows:
The Company shall retain 50% of the net profit from the sales of Workshop (It includes webinars, online/offline sessions, and the campaign run by the Company in collaboration with the second party) Tickets.
The Company shall be entitled to 30% of the net profit, as the affiliation fee from the sales generated on the courses sold by the mentor through the sales channel of the Company. The promotional content of the Second party published on any platform of the Company will be eligible for the revenue sharing clause under this category. The company will facilitate the proper tracking mechanisms on his platforms, and the results/reports given by the software/mechanism/tools used by the company will be the final binding on the parties.
The revenue share can be revised between parties anytime in future by mutual consent between the parties by giving proper notice as per the agreement.
Payment Terms: Revenue sharing payments shall be made on a monthly basis, within 30 days at 10th of each month. Payments shall be made by bank transfer through the current bank account of company, in the source account as provided by the second party.
Financial Records: The Company shall maintain accurate and detailed financial records relating to the sales, expenses, and revenue generated from the Content. Upon request, the Company shall provide the Mentor with access to relevant financial records and reports for transparency and verification purposes.
Taxes: Each Party shall be responsible for their respective tax obligations arising from their share of the revenue. The Mentor acknowledges and agrees that any taxes, including but not limited to income tax, goods and services tax (GST), or any other applicable taxes, levies, or duties, shall be their sole responsibility.
Disputed Revenue: In the event of a dispute arising regarding the calculation or distribution of revenue, the Parties shall make reasonable efforts to resolve the dispute amicably through good faith negotiations. If the dispute cannot be resolved within 30 days of written notice from one Party to the other, the dispute shall be resolved in accordance with the dispute resolution provisions specified in Agreement.

ENTIRE AGREEMENT, AMENDMENT, AND ASSIGNMENT
This Agreement constitutes the entire agreement between the Parties relating to the matters discussed herein and /or supersedes any and all prior oral discussions and/or written correspondence or agreements between the Parties.
This Agreement may be amended or modified only with the mutual written consent of the parties, by way of an amendment via Notice duly served to the parties according to the Notice Clause, having at least a time-frame of 7 days. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable.

LIMITATION OF LIABILITY
No Consequential Damages: To the maximum extent permitted by law, neither Party shall be liable to the other Party for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or in connection with this Agreement, even if the Party has been advised of the possibility of such damages.

Limitation of Damages: To the maximum extent permitted by law, the total liability of either Party arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the total amount of revenue received by the Party under this Agreement during the 1 year preceding the event giving rise to the liability.
Exceptions: The limitations of liability set forth in this clause shall not apply to any liability arising from:
the gross negligence, willful misconduct, or fraudulent acts of a Party;
personal injury or death caused by a Party's negligence or intentional misconduct; or
any breach of the intellectual property rights or confidentiality obligations as set forth in this Agreement.
Allocation of Risk: The limitations of liability set forth in this clause reflect the allocation of risk between the Parties. The Parties agree that these limitations shall apply even if any limited remedy provided herein fails its essential purpose.

NON-COMPETITION
Non-Competition Obligations: During the term of this Agreement and for a period of 2 Years following its termination or expiration, the Mentor shall not directly or indirectly engage in any business or activity that competes with the services or products offered by the Company within India. This restriction shall apply to the Mentor's own business or in association with any other person, firm, company, or entity.
Exceptions: Notwithstanding the above, the Mentor may own passive investments of less than 5% in publicly traded companies that compete with the Company's services or products, provided that such investments do not involve the Mentor's active participation in the management or operation of such businesses.
Reasonableness: The Parties agree that the non-competition obligations set forth in this clause are reasonable and necessary to protect the legitimate business interests of the Company, including its confidential information, customer relationships, and goodwill.

NON-SOLICITATION
Non-Solicitation of Employees: During the term of this Agreement and for a period of 2 years following its termination or expiration, the Mentor shall not directly or indirectly solicit, hire, employ, or engage the services of any employee or contractor of the Company without the prior written consent of the Company. This restriction applies to employees or contractors who were engaged or associated with the Company during the term of this Agreement.
Non-Solicitation of Customers: During the term of this Agreement and for a period of 2 years following its termination or expiration, the Mentor shall not directly or indirectly solicit, approach, or engage in any business transactions with any customer or client of the Company for the purpose of offering products or services that are similar to or compete with the services offered by the Company.
Reasonableness: The Parties agree that the non-solicitation obligations set forth in this clause are reasonable and necessary to protect the legitimate business interests of the Company, including its customer relationships, confidential information, and goodwill.
Severability: If any provision of this non-competition and non-solicitation clause is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

INDEMNITY AND RELIEF
Indemnification by the Mentor: The Mentor agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
Any breach of the Mentor's obligations, representations, or warranties under this Agreement;
Any infringement or unauthorized use of intellectual property rights by the Content created by the Mentor;
Any claims brought by third parties arising from the Mentor's actions or omissions related to the collaboration, including but not limited to claims of defamation, violation of privacy rights, or negligence.
Indemnification by the Company: The Company agrees to indemnify, defend, and hold harmless the Mentor, their officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
Any breach of the Company's obligations, representations, or warranties under this Agreement;
Any infringement or unauthorized use of intellectual property rights arising from the Company's marketing, promotion, or distribution of the Content;
Any claims brought by third parties arising from the Company's actions or omissions related to the collaboration, including but not limited to claims of defamation, violation of privacy rights, or negligence.
Procedure: The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnity is sought, and the indemnifying Party shall have the right to assume the defense of such claim with counsel of its choice. The indemnified Party shall provide reasonable cooperation and assistance to the indemnifying Party in the defense of such claim.
Relief: Notwithstanding any other provision of this Agreement, the Parties agree that any breach or threatened breach of the provisions regarding intellectual property, confidentiality, non-competition, or non-solicitation may cause irreparable harm to the injured Party. Therefore, in addition to any other remedies available at law or in equity, the injured Party shall be entitled to seek injunctive relief or specific performance to enforce such provisions without the need to prove actual damages or post a bond.
Limitation: The indemnification obligations set forth in this clause shall not apply to the extent that a claim arises from the gross negligence, willful misconduct, or fraudulent acts of the indemnified Party.

FORCE MAJEURE
Definition: Neither Party shall be held liable for any failure or delay in the performance of their obligations under this Agreement if such failure or delay is due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, labor disputes, government actions, or any other event commonly known as force majeure ("Force Majeure Event").
Notice: In the event of a Force Majeure Event, the Party affected by such event shall promptly notify the other Party in writing, providing details of the nature of the event and its anticipated impact on the performance of their obligations under this Agreement.
Performance Relief: The affected Party's obligations under this Agreement shall be suspended for the duration of the Force Majeure Event. The Party experiencing the Force Majeure Event shall make reasonable efforts to mitigate the impact and resume the performance of their obligations as soon as practicable.
Extension of Time: If a Force Majeure Event persists for a continuous period of 30 days or more, either Party may, at their discretion, terminate this Agreement by providing written notice to the other Party, without incurring any liability for such termination.
No Waiver: The occurrence of a Force Majeure Event and the temporary suspension of obligations shall not relieve either Party from their obligations under this Agreement once the Force Majeure Event has ceased or ended.
Consultation: In the event of a Force Majeure Event, the Parties shall consult with each other in good faith to determine the appropriate course of action and the impact on the collaboration, with the aim of minimizing any adverse effects caused by the Force Majeure Event.
Severability: If any provision of this clause or the application thereof to any Party or circumstances is determined to be invalid or unenforceable, the remaining provisions of this clause shall remain in full force and effect.

NOTICE
Any notice pursuant to this Agreement shall be in writing by (or by some person duly authorized) the person giving it and may be served at the address or email address provided below:
If to the Company:
Address: FLAT NO E2-306, SNN RAJ SERENITY, YELENAHALLI VILLAGE, BEGUR HOBLI NA BANGALORE Bangalore KA 560068 IN
Email: [email protected]

If to the Mentor:
Address: As provided by Mentor in the Annexure -A
Email:As provided by Mentor in the Annexure -A

DISPUTE RESOLUTION
MEDIATION. The Parties agree to first mediate any disputes or claims between them in good faith and resolve the disputes amicably and share the cost of mediation equally.
ARBITRATION. Any dispute or claim arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Webnyay Arbitration Rules ("Rules") available at www.webnyay.ai, which Rules are deemed to be incorporated by reference into this clause. The Arbitral Tribunal shall consist of one arbitrator who shall be appointed in accordance with the Rules. The seat of the arbitration shall be Bengaluru, Karnataka, India. The language of the arbitral proceedings shall be English. The governing law of the contract shall be the substantive laws of India.

GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of India. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts of Bengaluru, Karnataka, India, for the adjudication of any dispute hereunder or in connection herewith.

MISCELLANEOUS
AMENDMENTS AND WAIVERS:
No amendment to this Agreement shall be effective unless it is in writing and signed by both Parties. No waiver of any breach of this Agreement shall be deemed to be a waiver of any other or subsequent breach, and no waiver shall be effective unless it is in writing and signed by the Party against whom the waiver is asserted.
BINDING EFFECT:
This Agreement shall be binding upon and insure to the benefit of the Parties hereto and their respective heirs, successors, and assigns.
HEADINGS:
The headings contained in this Agreement are for the convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
E-SIGNING OF AGREEMENT:
The transferee will be represented by Mrs. Meera V., [DIN :- 09838653], Authorized Signatory of MAYAAKATHA HUB (OPC) PRIVATE LIMITED, [CIN: U74999KA2022OPC169505], having Regd. Office - FLAT NO E2-306, SNN RAJ SERENITY, YELENAHALLI VILLAGE, BEGUR HOBLI NA BANGALORE Bangalore KA 560068 INDIA, and the agreement between the parties will be binding in the format of Click Wrap Agreement embedded in ‘Annexure-A’ when in digital format over the online platforms of transferee/company, that includes but is not limited to the website, social-media, e-commerce platform or any other Google Form used by the two parties.
By clicking "I agree" or using our website, you agree to be bound by the terms and conditions of our mutual partnership agreement, which is incorporated into this agreement by reference. You acknowledge that you have read and understood our partnership terms & Agreement/Policy and that you agree to comply with its terms and conditions. If you do not agree to be bound by our Partnership Agreement/Policy, you must not use our website.
To ensure compliance with our Vendor Partnership Agreement/Policy, any mentor as a second party submitting their content through this Google Form agrees to be bound by the terms and conditions of the Partnership Agreement/policy as set forth by Mayaakatha Hub (Company). By submitting their artwork through this form, the second party who fills up his details in electronic form acknowledges that they have read and understood the agreement/policy, and that they agree to comply with all provisions outlined therein.
Mayaakatha Hub (Company) reserves the right to review and reject any Content material that does not comply with the terms of the agreement/policy. Additionally, any breach of the agreement/policy may result in immediate termination of the second party's relationship with the Company, and may result in legal action.
By clicking "submit" on this Google Form, the second party/vendor agrees to be bound by the terms and conditions of the Vendor Partnership Agreement/Policy of Mayaakatha Hub (Company).