SLA Agreement

AGREEMENT

 

This agreement (“Agreement”) is executed on ________________ at ______________________ by and between:

 

“Ryd24”a venture of Ressar Innovations Private Limited, a company incorporated under the provisions of the Companies Act, 1956, having its registered office at B3, SCO – 22, Sector 33 D, Chandigarh – 160033, and corporate office, shop no. 202, Global Business Park,Zirakpur, Mohali, Punjab – 140603, (hereinafter referred to as “Ressar Innovations Private Limited ” which expressions shall include all its successors and assigns) of the FIRSTPARTY;

 And

 

I ______________________________________________ S/O_____________________________________Mobile No.______________ ADDRESS _______________________________________________ OWNER OF _______________________(CAR No.) (Hereinafter referred to as “Clint”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors, legal representatives, administrators and permitted assigns) through its authorized signatory, I ________________________ as duly authorized by board resolution dated ______________ of the SECOND PART.

 

Ryd24, and the 2^nd party shall collectively be referred to as “parties” and individually as “party”

 

Whereas:

1. Taxi Owner has contractual arrangements with several taxi owners in different cities in India inter-detailed in SCHEDULE I of this Agreement. The owner of car vide such arrangement receives live and dynamic inventory from such operators (,’Vehicles’,).
2. The owner is desirous of entering. into this Agreement for providing Vehicles to be listed on various platforms/products/mediums made available byRESSAR INNOVATIONS PRIVATE LIMITED including, without limitation, Ride (“Application”). Owner can list of vehicles for offering private taxi services to passengers (defined herein below) for travel between different destinations “Trip” l along with other users of Application (“Passenger”) as per the terms and conditions, and other applicable policies of RESSAR INNOVATIONS PRIVATE LIMITED governing such for enabling Passengers to share the Vehicle for a journey with other passengers in exchange.
3. Accordingly, Parties are desirous of entering into an arrangement whereby the Taxi Owner shall be able to offer Trip to passengers in accordance with the terms set out hereunder.

 

NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties agree as follows:

 

1. DEFINITIONS AND PRINCIPLES OF INTERPRETATION
   • Definitions

“Vehicle” shall have the meaning YOUR PROVIDE THE VHICLE,

• Principles of interpretation,

In this Agreement, unless the context clearly indicates a contrary intention:

• headings are inserted for convenience and shall not be used in its interpretation;
• a word or an expression, which denotes a natural person shall include vice an artificial person (and versa), any one gender shall include the other genders and the singular shall include the plural (and vice versa)
• references to the words “include” or “including” shall be construed as being suffixed by the term “without limitation”;
• recitals’ schedules, appendices and annexure to this Agreement shall be deemed to be incorporated in, and form an integral part of, this Agreement]
• reference to any Clause or schedule shall be a reference to a clause or schedule of this Agreement;
• reference to the terms “herein”, “hereto”, “hereunder” and words of similar purport refer to this Agreement in its entirety;
• reference to a law shall be a reference to that law as amended, re-enacted, consolidated, supplemented or replaced; and
• Reference to days, months or years are to Gregorian days, months and calendar years respectively.

 

2. TERM
   • This Agreement shall come into force and be effective on and from the effective Date and shall be effective and binding for a period of 6 Months (“Term”), unless the provisions of Clause 10 of this Agreement.
   • At any time prior to expiry of the Term, Parties may mutually agree to extend the Term, for such period and on such terms as may be agreed to by the parties.

 

3. OPERATOR’S OBLIGATIONS
   • The Taxi Owner shall use the Application to share Vehicle along with live and dynamic inventory Of available seats for offering a Trip to Passengers in exchange for a cost which may be accepted by the Passengers for travelling from one place to another, on such routes as may be defined byRESSAR INNOVATIONS PRIVATE LIMITED (‘services”)’ A Trip may include all other Passengers who accompany each other in the Vehicle for the TRIP
   • The Taxi Owner shall, using the application programming interface, access to which shall be provided byRESSAR INNOVATIONS PRIVATE LIMITED, provideRESSAR INNOVATIONS PRIVATE LIMITED with the live and accurate details of availability of seats in the vehicles. The Taxi Owner undertakes that at no time it shall offer seats in excess of the seating capacity of the Vehicle, as may be mentioned in the registration certificate of the relevant Vehicle. lt is clarified thatRESSAR INNOVATIONS PRIVATE LIMITEDhrs no obligation under this Agreement for monitoring or verifying any information provided by the Taxi Owner as part of the Services hereunder and same is reflected on the Application for the Customers on an ‘as is, basis.
   • The Taxi Owner shall provide Vehicles for all Services as detailed in this Clause to passengers to various destinations on such routes which will be decided between the Parties as per RESSAR INNOVATIONS PRIVATE LIMITED’s requirements in writing from time to time. The Services may be availed by Passengers on a 24*7*365 basis.
   • Taxi Owner undertakes that it shall take all precautions, safety measures and security standards against road hazards and shall impart training to its personnel/drivers on a regular basis.
   • Taxi Owner shall ensure that its personnel/drivers have a clean past record without any criminal history, are well mannered; not drunk; dressed in uniform, the cost of which shall be borne by Taxi Owner.
   • Taxi Owner shall assume full responsibility for the acts/omissions of its drivers while performing Services Hereunder and Taxi Owner shall be solely responsible for their compensation, benefits, salary, Remuneration, wages, taxes, provident fund contributions and ESI contributions (as and when the same becomes applicable), bonus and any other statutory dues whatsoever as may be payable under any law for the time being in force.
   • Taxi Owner agrees and undertakes that all permissions, licenses and consents from relevant authorities (including any Governmental Authority) for the provision of Services hereunder and its personnel to operate and provide services shall be the responsibility of the Taxi Owner.
   • Taxi Owner shall ensure that its drivers verify the identity of Passengers by comparing their identity proof (such as Driving license) with details given on the ticket for authentication of Passenger. ln case of discrepancy, the driver shall be authorized to forbid such Passenger from boarding the Vehicle. Also, Taxi Owner shall informRESSAR INNOVATIONS PRIVATE LIMITED about such incident immediately as it comes to its knowledge and in any ur”nt not later than 24 hours from the occurrence of such event.
   • Taxi Owner shall ensure that the Vehicle provided for rendering services herein is clean, hygienic, well maintained and with good interiors,
   • Taxi Owner shall ensure that its personnel/drivers don’t drive in rash and negligent manner and any loss or damage or accident resulting out of such rash or negligent driving shall be borne by Taxi Owner.
   • Taxi Owner shall ensure that its drivers adhere to the schedule and route(s) for management and operation of services’ Such schedule and route(s) shall be mutually decided between parties in writing which may include routes to be followed by driver, stoppages where passengers shall be allowed to take breaks etc.
   • Any change in route(s) or stoppage(s) shall be treated as material breaches of the terms hereof entitlingRESSAR INNOVATIONS PRIVATE LIMITED to, at its sole discretion, terminate this Agreement with immediate effects. Any loss of damage arising to Passenger due to change ln route(s)/stoppage(s)/schedule(s) shall be borne by Taxi Owner.
   • Taxi Owner shall ensure that all of its personnel/drivers comply with necessary and requisite level of precautions and due diligence in performing the Services hereunder.
   • Taxi Owner shall also be liable to the extent covered by the comprehensive motor insurance policy available by Taxi Owner, for any loss or damage caused to Passengers or their luggage due to any accident or any other reason whatsoever during the transit, except in event of force majeure. Taxi Owner shall ensure compliance with the applicable insurance requirements and third party insurance at all times during this Agreement. Any penalty or loss arising out of non-compliance of such requirement shall be borne by Taxi Owner.
   • ln case, the Vehicle does not report at the designated pick or drop venue within 30 minutes of the designated time or in case of break-down of the Vehicle, where Taxi Owner is unable to make an alternative arrangement for Passengers, Taxi Owner shall reimburse the cost on actual to each Passenger with any other claims brought by Passenger against Taxi Owner and/orRESSAR INNOVATIONS PRIVATE LIMITED. Taxi Owner agrees that, if any, amounts are payable byRESSAR INNOVATIONS PRIVATE LIMITED towards any claim brought by a passenger,RESSAR INNOVATIONS PRIVATE LIMITED reserves the right to deduct such amounts from the amounts that may be payable byRESSAR INNOVATIONS PRIVATE LIMITED to Taxi Owner.
   • ln case of cancellation of any schedule of Service by Taxi Owner, the Taxi Owner shall provide a minimum notice period of 24 (Twenty four) hours toRESSAR INNOVATIONS PRIVATE LIMITED. Taxi Owner shall indemnifyRESSAR INNOVATIONS PRIVATE LIMITED for loss, claims, and damages from Passenger or any third party resulting out of such cancellation by Taxi Owner.
   • Ressar Innovations Private Limited Mob Private Limited conduct surprise drug or alcohol test through its authorized representatives on personnel/driver of the Taxi Owner at any given point during the provision of Services hereunder without notice to Taxi Owner. Taxi Owner shall ensure that its drivers prohibit passengers under influence of any substance like alcohol, drugs etc. which may cause inconvenience to fellow passengers.
   • Taxi Owner shall ensure that its drivers prohibit Passengers to smoke, chew tobacco or such other substance in the Vehicle.
   • At all times during the Term of this Agreement, the Taxi Owner shall properly and faithfully act and shall:

(a)           On intimation byRESSAR INNOVATIONS PRIVATE LIMITED of malpractice by any of its drivers, discontinue or suspend such driver for the provision of any Service herein;

(b)           Take all necessary steps to maintain the goodwill of Application andRESSAR INNOVATIONS PRIVATE LIMITED amongst such Passengers and other third parties. The Taxi Owner shall and ensure all its personnel including the drivers refrain from engaging in any such conduct that may directly or indirectly cause any injury or damage toRESSAR INNOVATIONS PRIVATE LIMITED’s or its Affiliate’s goodwill or reputation;

(c)            Maintain the standard of courtesy and service level towards all third parties, including Passengers;

(d)           Maintain the Vehicles in roadworthy condition; and

(e)           Ensure compliance of all Applicable Laws by itself, its personnel and passengers.

 

3.20         Personnel

(a)     The Taxi Owner shall, at its own cost and expense, maintain adequate, well trained and experienced staff and personnel to perform the Services under this Agreement in accordance with the provisions hereof.

(b)     The Taxi Owner shall ensure that its personnel and staff attend the training program, if any, conducted byRESSAR INNOVATIONS PRIVATE LIMITED and/or its designated agencies in relation to the Application at the location notified byRESSAR INNOVATIONS PRIVATE LIMITED. The Taxi Owner shall bear all costs and expenses for such training of its personnel by B, including boarding, Lodging, transportation and other out-of-pocket expenses of its personnel.

(c)      The staff and personnel deployed by the Taxi Owner including the drivers of the Vehicle shall at all times be and remain employees of the Taxi Owner andRESSAR INNOVATIONS PRIVATE LIMITED shall have no relationship (legal or otherwise), direct or indirect, of any nature whatsoever with any such staff or personnel. The Taxi Owner shall be solely responsible and liable for (i) payment of salaries, wages, compensation, and other dues of such staff and personnel; (ii) maintenance of applicable statutory records and returns in connection with such staff and personnel and for their health, safety and service conditions, in compliance with all Applicable Laws;

{d)     The Taxi Owner shall be solely responsible for safety and security of the staff and pefs6nnel deployed by it hereunder and shall obtain and maintain comprehensive insurance policy at its own cost and expense under Applicable Laws, with an insurance company of repute, to cover any and all risks (including death and injury)to such personnel and staff.

3.21         Taxi Owner shall ensure, to the extent reasonably possible, that its personnel/drivers forbid any Passenger from sitting in the Vehicle if such Passenger is creating nuisance for driver or fellow Passengers during the journey, provided ‘the safety of other Passengers are not compromised or endangered.

 

4. COVENANTS OFTHE OPERATOR

4.1           The Taxi Owner undertakes and agrees that at all times during the Term:

1. a) It will maintain its vehicle in accordance with the provisions hereof and the Applicable Laws;
2. b) it will be solely responsible for and shall bear and pay any and all costs and expenses in relation to the performance of services hereunder, including without limitation, the insurance premium, municipal/excise levies, vehicle permit fee, vehicle fitness charges, transportation, wages, salaries and employment benefits payable to its employees and personnel, license fees and other fees, taxes, rates, charges, levies, and other charges and all other outgoings of whatsoever nature connected therewith.
3. c) It will act and always be deemed to have acted as a principal and not as an agent ofRESSAR INNOVATIONS PRIVATE LIMITED, in its dealings with third all parties, Passengers.RESSAR INNOVATIONS PRIVATE LIMITED shall not be liable in any manner whatsoever in respect of any such act or omission there under by operator, its affiliates, officers, employees, agents or representative.
4. d) It will faithfully and diligently comply with and carry out all directions, orders, instructions and guidelines issued byRESSAR INNOVATIONS PRIVATE LIMITED from time to time in relation to this Agreement.

4.2           Except with the prior written intimation ofRESSAR INNOVATIONS PRIVATE LIMITED, Taxi Owner shall not:

(a)           Enter into any arrangement or contract or understanding whereby the operations of Taxi Owner hereunder are controlled, carried out by any other person whether directly or indirectly and whether in whole or in part.

(b)           (If it be a firm) effect any change in its constitution, whether in the identity of its partners or appointment of whole time office bearers or elected members or in the terms of the deed of partnership or of the bye-laws, as the case may be.

(c)            (If it be a company) cause or permit any group transfers or substantial change in its shareholding (transmission by death etc., excluded).

4.3.          Applicable laws and Permits

(a)           Taxi Owner shall, and shall procure that its drivers, employees, servants, agents and representatives, faithfully observe and comply with all Applicable Laws, including without limitation the provisions of the Motor Vehicles’ Act, L988, Minimum Wages Act, 1948, Workmen’s Compensation Act, 1923, Employees State insurance Act 1948, Employees provident Funds and Miscellaneous Provisions Act, 1952 and Payment of Bonus Act, l-965.

(b)           Taxi Owner shall obtain, and keep valid and subsisting at all times during the Term, at its cost and expense, any and all Permits as may be required to be obtained by Taxi Owner under Applicable Laws in connection with this Agreement or necessary for the performance of its obligations hereunder. Car Owner shall, and shall procure that its employees, representatives and agents, faithfully observe and comply with the terms and conditions of all such permits.

(c)            Taxi Owner shall be solely responsible and liable for any breach or contravention by itself, its employees, agents or representatives of any Applicable Laws or Permits andRESSAR INNOVATIONS PRIVATE LIMITED shall not be responsible in any manner whatsoever for any liability arising from non-compliance therewith.

 

5. PAYMENTS & TAXES

Payments and taxes under this Agreement shall be in accordance with the terms set out in schedule-ll, as amended or varied from time to time by mutual consent of the parties.

schedule-ll :- For a booked Ride where the Passenger has paid in advance by credit/debit card, internet banking orRessar Innovations Private Limited wallet, owner agrees that is entitled to collect all monies (i.e. the administration fee, fare, any card charges and taxes) due for the booked Ride acting entirely in its own right. The Rate is fluctuating. * Area wise *Cab Wise* Monthly Offer wise* Weekly Offer wise * The Rate calculated Only per Km. wise for details viewRessar Innovations Private Limited cab rate offer area and cab wise. The payment in direct to your account on every month. Term and conditions apply. Cab Service tax deduction on account of Govt. tax Service Rules.

 

6. SECURITY DEPOSIT
   • As security for due performance of its obligations hereunder, including by way of security from and against any loss, damage, costs, expenses or f consequences that may be caused to or suffered byRESSAR INNOVATIONS PRIVATE LIMITED due to any breach by Taxi Owner of any of its obligations herein, Taxi Owner has deposited withRESSAR INNOVATIONS PRIVATE LIMITED, in cash, an interest free, refundable security deposit of an amount of INR [Rs. 00.00] “,
   • discretion and without any notice to the Taxi Owner, be entitled apply the to deduct and security deposit amount towards any amounts that may be or become due and/or payable by Taxi Owner under this Agreement or if Taxi Owner commits a breach of any of the provisions hereof, or in the event of any fraud or misappropriation by Taxi Owner. lfRESSAR INNOVATIONS PRIVATE LIMITED, at any time, deducts and applies the security deposit amount and informs the Taxi Owner of the same, Taxi Owner shall forthwith and in any event within (___) days lodge withRESSAR INNOVATIONS PRIVATE LIMITED such further sums in cash as may be necessary to restore the security deposit to the extent required.

6.3           RESSAR INNOVATIONS PRIVATE LIMITED shall refund the security deposit amount to Taxi Owner, subject to set off and deduction 5it-utstanding dues and submission of all such information and records as may be required settle accounts with Taxi Owner, within [NA] days of termination or expiry of this Agreement.

 

7. INSURANCE
   • Taxi Owner shall obtain, and keep valid and subsisting at all times during the Term, comprehensive motor vehicle insurance from a reputable insurance company for all its vehicle, against all risks including without limitation third party risks to persons and properties, fire and explosion risk, or loss or injury to its personnel or third parties.
   • Taxi Owner shall within 10 days of the Effective Date/or before the actual date of induction of Vehicle for provision of services, deliver toRESSAR INNOVATIONS PRIVATE LIMITED a copy of all such insurance policies and all renewals thereof along with all the other relevant documents and Permits pertaining to the Vehicles listed in SCHEDULE-I.

 

8. REPRESENTATION AND WARRANTIES
   • Taxi Owner hereby represents and warrants that:

• it is a legal entity duly formed and validly existing under the laws of India and has full corporate power and authority to execute and deliver this Agreement and to perform all its duties, obligations and responsibilities arising or created under or pursuant to this agreement;
• this Agreement constitutes its valid and legally binding obligations, enforceable in accordance with its terms;
• execution of this Agreement and delivery and performance of its duties, obligation and responsibilities hereunder do not and shall not conflict with, result in a breach of or default under Applicable Laws or any order, writ, injunction or decree of any court or Government Authority, or any agreement, understanding or arrangement, written or oral, to which it is a party;
• There are no actions, claims, suits, threatened against it, which question the transactions, contemplated hereby Agreement; litigation, arbitration or other proceedings pending or the validity or enforceability of this Agreement or any of or which may adversely affect its performance under this agreement.
• it is not subject to bankruptcy proceedings in any jurisdiction and there are no circumstances which exit that may entitle any creditor to appoint a receiver or to petition for wingding up or to exercise any other rights over or against its assets;
• Has appraised itself of all Applicable Laws, and shall at all times comply with obtained all such laws and it has requisite rights, title, interests and permits to provide services and perform all its duties, obligations and responsibilities under and pursuant to this Agreement;

(g)           It shall duly pay the duties, taxes and levies as are required to be paid by it under this Agreement;

(h)           each representation and warranty of the Taxi Owner is true, correct and complete in all respects and do not contain any untrue statement of any fact and no omission has been made of any fact that is directly or indirectly connected therewith or which makes any of the representations misleading’ Taxi Owner acknowledges thatRESSAR INNOVATIONS PRIVATE LIMITED has executed this Agreement on the basis of, and in full reliance on, each of the aforesaid representations and warranties.

8.2           RESSAR INNOVATIONS PRIVATE LIMITED to the fullest extent permitted by law, disclaims all warranties, whether express or implied, that are not set out herein above,

8.3           Taxi Owner and its personnel and drivers represents and warrants that it has commercial inter-state Permits’ appropriate licenses, registration and such applicable documents to run vehicle for performance of obligations to render services as set out under this agreements.

 

9. INDEMNITY

9.1           Taxi Owner shall indemnify and holdRESSAR INNOVATIONS PRIVATE LIMITED, its directors, employees, agents and representatives (“Indemnities “) harmless from and against any losses, expenses, costs, third party claims, damages, Liabilities (including reasonable attorney fee) suffered by Indemnities arising from, in connection with or relating to:

(a)           Any act’ omission, fault or negligence of Taxi Owner (active or passive) or of anyone acting under its direction or control or on its behalf; injury to or death of any person or loss or damage to any property including to the Vehicle, Passengers or drivers;

(c)            Breach of any representation, warranty, obligation or covenant under this Agreement by Car Owner or of anyone acting under its direction or control or on its behalf; or

(d)           Violation of any Applicable Law by the Taxi Owner or of anyone acting under its direction or control or on its behalf.

9.2           Taxi Owner undertakes to indemnify, defend and hold harmless Indemnities and passengers against any and all loss’ cost’ charges and expenses incurred or suffered by Indemnities and / or passengers availing the service’ caused including without limitation by the driver or any third party on account of Taxi Owner

9.3           Taxi Owner will be responsible for all cost, expenses and liability arising out of non-compliance of traffic rules and regulations including awards, challans that may be imposed by any tribunal or other statutory authority during the Term of this Agreement. However, nothing herein gives authority to Taxi Owner to representRESSAR INNOVATIONS PRIVATE LIMITED in any such proceeding.

9.4           Taxi Owner shall indemnify, defend and hold harmless indemnities for any loss resulting from any action/inaction, act or omission, misbehavior or misconduct, sexual abuse with Passengers, alleged or claimed of its personnel whether deliberate or otherwise while rendering the Services herein.

9.5           The personnel of Taxi Owner shall have at no time any claim of employment withRESSAR INNOVATIONS PRIVATE LIMITED and shall not, for any purposes whatsoever, be considered employees, agents or representatives ofRESSAR INNOVATIONS PRIVATE LIMITED. Taxi Owner assumes full responsibility for the acts/omissions of its personnel / drivers while performing the Services hereunder and shall be solely responsible for their compensation, benefits, salary, remuneration, wages, taxes, and all other statutory contributions (as and when the same becomes applicable under law) and agrees to indemnify, defend and hold harmlessRESSAR INNOVATIONS PRIVATE LIMITED in respect of any claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities of any kind (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (“Claims”) againstRESSAR INNOVATIONS PRIVATE LIMITED arising out or in relation to non-compliance of any laws by Taxi Owner as stated in this section; and/or any Claim made againstRESSAR INNOVATIONS PRIVATE LIMITED by any of the drivers/ personnel of Taxi Owner, at any time.

 

10. TERMINATION

10.1         Termination for Cause byRESSAR INNOVATIONS PRIVATE LIMITED

Without prejudice to any other rights or remedies available under this Agreement or at law,RESSAR INNOVATIONS PRIVATE LIMITED may at its sole discretion terminate this Agreement by providing written notice to owner forthwith upon or at any time after the happening of any of the following events, namely:

1. if Taxi Owner is in breach of any provision of this Agreement, and fails to remedy such breach to the satisfaction ofRESSAR INNOVATIONS PRIVATE LIMITED within 30 days of receipt of written notice fromRESSAR INNOVATIONS PRIVATE LIMITED informing Taxi Owner of the breach;
2. if Taxi Owner either itself or through its representatives commits or permits to be committed any act which, in the reasonable opinion ofRESSAR INNOVATIONS PRIVATE LIMITED, is prejudicial toRESSAR INNOVATIONS PRIVATE LIMITED or its affiliate’s interest or reputation;
3. Taxi Owner being adjudged as bankrupt or insolvent or if a receiver is appointed in respect of the Taxi Owner or a substantial part of its property or assets or if any attachment is levied and continues to be levied for a period of 10 days upon the effects of the Taxi Owner / [on dissolution of Taxi Owner’s firm or on the death or adjudication as insolvent of any partner of the firm, if Taxi Owner be a partnership firm; or
4. in case of a change in Control of the Taxi Owner (if Taxi Owner be a company);
5. if the Taxi Owner (or any partner thereof, if Taxi Owner be a partnership firm) is involvedin any criminal offence;
6. if any material Permit issued to Taxi Owner in relation to this Agreement is cancelled or revoked or is not renewed prior to its expiry date;
7. if Taxi Owner fails to informRESSAR INNOVATIONS PRIVATE LIMITED of any attachment or seizure of Vehicle or any other assets of the Taxi Owner.

10.2         Voluntary Termination

RESSAR INNOVATIONS PRIVATE LIMITED may terminate this Agreement by giving the other Party 30 day’s prior written notice without assigning any reason. On expiry of such 30 day period, this Agreement shall automatically stand terminated.

10.3         Termination for Cause by Taxi Owner

Without prejudice to any other rights or remedies available under this Agreement or at law, Taxi Owner may, at its sole discretion, terminate this Agreement by providing written notice toRESSAR INNOVATIONS PRIVATE LIMITED of 7 days upon or at any time ifRESSAR INNOVATIONS PRIVATE LIMITED is in breach of any provision of this Agreement, and fails to remedy such breach within 30 days of receipt of written notice from the Taxi Owner informingRESSAR INNOVATIONS PRIVATE LIMITED of the breach.

 

11. CONFIDENTIAL INFORMATION
    • AII information about Vehicle, driver, routes and stoppages, information about passenger, sales of tickets. Pricing. Promotions, commissions, and related matters provided byRessar Innovations Private Limited to owner Shall be kept confidential by Taxi Owner. Any information or documentation receive6-Iy Taxi Owner during the Term of this Agreement shall be deemed confidential information under this Agreement. The Confidential information includes, but is not limited to, business information, business plan and processes, intellectual property, marketing and customer support strategies, financial information including sales, costs, profits, and pricing methods, internal organization, employee lists and customer lists, customer name, customer address, customer phone numbers etc. andRESSAR INNOVATIONS PRIVATE LIMITED technology including discoveries, inventions, research etc. Confidential information shall also include any information whether or not marked “Confidential” or “proprietary”.
    • Taxi Owner shall not disclose, reproduce or use any confidential information for any purpose except solely in connection with its performance of this Agreement and for no other purpose. Upon expiration or termination of this Agreement, Taxi Owner shall cease using all such confidential information and it shall either destroy or return all copies of such confidential information, in such form desired byRESSAR INNOVATIONS PRIVATE LIMITED. Within 5 business days of termination of this Agreement, Taxi Owner shall certify in writing that the confidential information has been destroyed or returned, as the case may be and that no copies have been retained in any form whatsoever. Taxi Owner expressly acknowledges and agrees that a breach of any of the provisions of this Clause shall constitute a material breach of this Agreement, and shall be charged a penalty on the same. The provisions of this Clause shall survive the expiration or other termination of this Agreement.

 

12            MISCELTANEOUS

12.1         Marketing and promotion

RESSAR INNOVATIONS PRIVATE LIMITED shall be entitled to use the brand name, logos, promotional trademark of the Taxi Owner and undertake or marketing or advertising activities in-respect of the owner services, only for the purposes required under this Agreement. Taxi Owner shall not o”RESSAR INNOVATIONS PRIVATE LIMITED or undertake any promotional or marketing or advertising activities in respect ofRessar Innovations Private Limited service for any other purpose without the prior ofRESSAR INNOVATIONS PRIVATE LIMITED,s services written consent ofRESSAR INNOVATIONS PRIVATE LIMITED Provided that this clause shall not prevent the parties from promoting its own services.

12.2         Relationship

This Agreement shall not create any partnership or joint venture betweenRessar Innovations Private Limited and Taxi Owner and is entered into by the Parties on Principal-to-Principal basis. Neither party shall be entitled to represent or hold itself out in any way as acting on the other party’s behalf.

12.3         Entire Agreement

This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements’ either oral or written, between the parties with respect to said subject matter. AII the Annexure attached with this Agreement shall form part and parcel of this Agreement.

12.4         Severability

lf any provision of this Agreement shall contravene or stands illegal, invalid or unenforceable under the laws of any state’ then such contravention, illegality, invalidity or unenforceability shall not invalidate the entire Agreement and the Agreement would be modified to the extent necessary for such cause.

12.5         Exclusivity

Taxi Owner declares that it is currently not party to any other contract which contains terms and provisions that might impede or limit Taxi Owner’s performance of any obligation under this Agreement. For as long as this Agreement shall remain in effect, owner waives the right to negotiate with or enter into contracts with any third party that may contemplate provision of, “service identical or similar to services herein and/or encompass the same or similar scope as in this Agreement.

12.6         Assignment

The Agreement will not be assigned by owner in whole or in part to any party without the prior written approval ifRessar Innovations Private Limited.

12.7         Force Majeure

Neither party will be in default by reason of any failure in performance of this Agreement if such failure arises out of war’ rebellion, civil commotion, strikes, Iock-outs, and industrial disputes, fire, explosion, earthquake’ acts of God, flood, drought, or bad weather or the requisitioning or order by any government department, council or other constituted body including causes reasonably beyond the direct control or foresee ability of such party.

12.8         Governing law and Jurisdiction

• This Agreement shall be governed by the Indian laws and all disputes, actions and other matters relating thereto will be determined in accordance with the Indian law.
• Subject to provisions of Clause l2.9 below, courts of New Delhi shall have exclusive jurisdiction for all matters relating to and/or arising out of this Agreement.

12.9         Arbitration

Any dispute or difference whatsoever arising between the parties out of or relating to the construction, meaning, scope, operation or effect of this contract or the validity or the breach thereof shall be settled by mutual good faith discussions in the first instance and, failing that the matter shall be referred to Arbitration to a sole Arbitrator, in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or its successor enactment then in force, and the award made in pursuance thereof shall be binding on the parties. in the event that the parties cannot agree upon the identity of the sole arbitrator within seven (7) days of one of the parties receiving written notice for appointment of such arbitrator, the parties agree that they shall appoint one arbitrator each and the arbitrators so appointed shall appoint a third arbitrator as per the Arbitration and Conciliation Act, 1996. Such Arbitration shall be conducted in the English language and venue of Arbitration shall be New Delhi. (Internal Comment: Business to confirm whether alternate dispute mechanism is required or direct recourse to the court will suffice.)

12-10       Amendment

No addition to or variation, consensual cancellation or navation of this agreement shall be of any force or effect unless reduced to writing and signed by all the parties or by their duly authorized representatives.

12.11       Waiver

No waiver or abandonment by any Party of any of its rights in terms of this Agreement shall be binding on that Party, unless such waiver or abandonment is in writing and signed by the waiving party.

12.12       Counterpart

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

lN WITNESS THEREOF the Parties hereto have entered into this Agreement the day and year herein above written.

 

Signed and delivered by the Authorized signatory for and on behalf of:

 

 

Ryd24,

Oprational                                                                                                                                               Signature of Owner of cab

 

Date : __________________________                                                                                 Name__________________________

 

 

Keywords :

” Owner” shall, for the purpose of this Agreement, mean and include and permitted the taxi owner, its successors assigns including without limitation, the operators” it, its and such operators personnel, drivers and other employees, directors and/or officers. “Agreement” shall mean this agreement and all schedules hereto as may be amended, modified, replaced and supplemented, from time to time. “Applicable Laws” shall mean any and all laws including without limitation the Motor Vehicles Act, 1988, rules, regulations, ordinances, orders, directives, codes, judgments, decrees, injunctions or any interpretations, determinations, awards, permits, licenses, authorizations, directives, rulings or decisions of, agreements with, or by any Government Authority as may be applicable to the parties.“Application” shall have the meaning ascribed to it in recital B hereto.“Arbitration Act” shall have the meaning assigned to it in clause 12.9,“Claims” shall have the meaning ascribed to it is Clause 9.5.“Confidential information” shall have the meaning ascribed to it in Clause 11.1.“control” (and the terms “controlling”, “controlled by” and “under common control with,,) with respect to an entity’ shall mean (i) the power and ability of a person to direct the activities and business of that entity; arid (ii) control of, or the power to control, financial and operating policy decisions and/or the composition of the Board or equivalent or analogous body of that entity.“Effective Date” shall mean the date of execution of this Agreement.“Government Authority” shall mean any administrative, commission, court or other government or regulatory authority, instrumentality or forum, whether central, state, local, municipal, judicial, quasi- judicial or administrative and includes any ministry and department of the Government of India or any state government and any other statutory/non-statutory authority.“indemnities” shall have the meaning ascribed to it in Clause 9.1.“Passenger” shall have the meaning ascribed to it in Recital B hereto.“Permits” shall mean any and all authorizations, approvals, clearances, licenses, consents, permits, sanctions, orders, registrations, exemptions, filings, reports, rulings, certifications, waivers or variances as may be required or are required to be obtained or undertaken, as the case may be by owner under applicable laws in connection with this agreement and for performance of its obligations hereunder.“Services” shall have the meaning assigned to it in Clause 3.1.“Term” shall have the meaning assigned to it in Clause 2.“Trip” shall have the meaning ascribed to it in Recital B hereto,“Inspections” shall have the meaning check and inspect the vehicle,

 

 

 

Note:-I read carefully Point to point after that i accept the conditions of company,