This document, hereinafter referred to as the "Agreement," sets forth the terms and conditions to be agreed upon by the Vendor, hereinafter referred to as the "Service Provider," and Lords Mark Insurance Broking Services Pvt.Ltd. , CIN Number - U66010MH2021PTC373385 , hereinafter referred to as the "Company," collectively referred to as the "Parties" and individually as a "Party."
- The Service Provider is engaged in providing marketing and advertising services, possessing the necessary experience, expertise, manpower, and infrastructure to fulfill the required services for the Company.
- Based on the representations of the Service Provider, the Company desires to appoint the Service Provider to provide various services on the terms and conditions as detailed below.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereby acknowledge the receipt and sufficiency of the same and agree as follows:
- The Company hereby appoints the Service Provider, and the Service Provider hereby accepts its appointment, to provide advertisement marketing, related services, and other allied services.
- The Company shall pay service fees to the Service Provider for the Services rendered, as per the mutually agreed upon terms and conditions in writing.
SERVICE PROVIDER'S COVENANTS
- The Service Provider shall render the Services within the agreed-upon timeframe and in accordance with the agreed terms and conditions.
- The Services shall be provided diligently, professionally, and ethically, with the highest degree of care, expertise, and skill.
- The Service Provider shall also perform any ancillary or related tasks reasonably requested by the Company from time to time.
- The Service Provider shall not bind the Company or enter contractual obligations on behalf of the Company without prior written consent from the Company.
- The Service Provider shall comply with all applicable laws, pay necessary fees and charges required by the law, and maintain all licenses, permits, authorizations, registrations, and qualifications required to perform its obligations.
- The Services provided by the Service Provider shall meet the satisfaction of the Company.
- The Service Provider agrees to provide true, accurate, correct, complete, and up-to-date information to the Company to the best of its knowledge.
- If the Services provided by the Service Provider come under the ambit of the Goods & Services Act ("GST"), the Service Provider shall comply with all the requirements of GST law to ensure necessary benefits are passed on to the Company.
- The Company shall comply with all applicable laws, pay required fees and charges, and maintain all necessary licenses, permits, authorizations, registrations, and qualifications to fulfill its obligations.
- The Company shall provide all necessary information and documents to the Service Provider and its staff to enable them to render the Services as per the agreed-upon terms and conditions.
REPRESENTATIONS AND WARRANTIES
- Each Party represents and warrants that it is duly organized and validly existing under the laws of the jurisdiction in which it is established.
- The obligations under this Agreement are legal, valid, binding, and enforceable.
- The transactions contemplated herein do not breach the Parties' organizational documents, any laws, provisions of any contract, or any order of court applicable to them, nor do they require any applicable governmental approval.
- The Service Provider shall indemnify and hold the Company and its officers and employees harmless from all expenses, costs, causes of action, claims, demands, liabilities, and damages, including reasonable attorney's fees, resulting from any unauthorized or negligent act, omission, or transaction by the Service Provider or its employees.
TERMINATION AND CONSEQUENCES OF TERMINATION
Either Party may terminate the Services upon the occurrence of the following events:
a. Immediately, if the other Party is declared insolvent, bankrupt, unable to pay its debts, or makes a agreement with its creditors.
b. Immediately, if the other Party is dissolved or wound up compulsorily, or if an effective resolution is passed for its winding up.
c. In case of any material breach by the other Party, after giving 15 (fifteen) days prior written notice to rectify such breach, if the Party in breach fails to do so within the specified time.
- d. Additionally, either Party may terminate the Services for convenience by giving 30 (thirty) days prior written notice to the other Party.
- Termination of the Services shall not relieve any Party of any obligation or liability accrued prior to or after the date of termination.
- The Service Provider shall use the Confidential Information solely for the purpose of providing the Services under this Agreement. Upon expiration or termination of the Services, or at the request of the Disclosing Party, the Receiving Party shall return all Confidential Information and delete any stored Confidential Information, if requested, and provide written confirmation to the Disclosing Party of such return or destruction.
- The Service Provider shall not use the name, brand name, logo, wordmark, trademark, service marks, etc., of the Company or its clients for any purpose without prior written consent from the Company.
- The Parties agree that any intellectual property developed or owned by each Party as of the date of this Agreement shall continue to vest with the respective Party.
- The Parties shall not infringe upon the intellectual property rights of each other or any third party.
GOVERNING LAW AND JURISDICTION
- The construction, enforcement, and interpretation of the terms and the rights and duties of the Parties under this Agreement shall be governed by the laws of India and shall be subject to the jurisdiction of the courts in Mumbai, Maharashtra, India.
- The Service Provider shall provide all Services as an independent contractor, and this Agreement does not create an employer-employee or joint-venture relationship between the Service Provider and the Company.