Celframe Partner Program Agreement

1.1

The purpose of this agreement is to establish a system of active commercial co-operation between Celframe and the Second Party solely for the Territory during the Term, with the possibility of renewal, under which Celframe shall expressly authorize Second Party, in its capacity as an independent trading entity, to establish and operate, in its own name and interest, a business dedicated to the marketing and distribution of the Products and the services associated therewith, all the above governed by the rights and obligations set forth in and provided by this Celframe Partner Agreement.

1.2

Moreover, as a result of the foregoing, this Agreement covers the granting by Celframe to the Second Party of the rights to distribute market and sell the Products as well as use its trademark (“Celframe”) in their promotions, while this Agreement remains in force, and in the Territory, subject to the terms and conditions contained in this Agreement.

1.3

Second Party is being issued the status of “Celframe Partner” on a conditional performance basis for the first six months from the date of fulfillment of partner status attainment requirements as per Appendix 1, this status as Celframe Partner will be confirmed by Celframe after six months evaluation of Second Party based on the performance as mentioned in the Appendix 1 and achieving of partner points on a month to month to maintain the said partner status as mentioned in Appendix 1. Failing to meet the partner status requirements within four weeks of signing this agreement or failing to maintaining the status for more than 3 months (back to back or within a period of one year from the date of signing) will lead to this agreement becoming void without notice.

1.4

Second Party has been given limited authorization to use “Celframe” trademark in its promotions as per the terms of the Celframe Partner. All the guidelines provided in the partners manual and terms of the usage of trademarks, IP, logos and copyright has to be followed. Any breach will lead to this agreement becoming void without further notice and making Celframe Partner liable for damages.

1.5

Second party isn't allowed to register any domain names, trademark or incorporate any company, whose name is similar or even remotely looks like Celframe trademarks, unless or otherwise they have a written confirmation from Celframe board of directors. For latest updated information please visit http://www.celframe.com/partner or contact us here.

1.6

This agreement is strictly for distribution of Celframe products and services only; it mustn't be constructed as a Joint Venture, partnership, ownership, IP or any other agreement.

1.7

It is agreed by Second party that it will honor any previous or future agreements that Celframe may sign before or after the signing of this Partner agreement, be it is with any resellers, retailers, channel development partner or any other form of business and technical development partnership it has signed until the end of the agreement. But the Celframe Partner with the written permission of Celframe is authorized to re-negotiate with the said parties to ensure that they meet the Celframe Partner's targets and standards. But any decision pertaining to these agreements will vest with Celframe and Celframe Partner can't take any unilateral decision. Non-fulfillment of such agreements will be considered a breach of this agreement.

"Products"

means the software products set out in Appendix 2 of this Agreement as well as future software products

“Projects”

means any work or consultancy provided by Celframe.

"Territory"

means the territory set out in Appendix 1 of this Agreement

"Term"

means the period set out in Appendix 1 of this Agreement

"Trademark"

means any trademark owned or licensed by Celframe from time to time and includes all copyright and other interests attaching to such trademarks, trade names, designs, brand identities, corporate names, logos, business identifiers and other materials which are the sole property of Celframe or licensed by Celframe

"Customers"

means End-users, Resellers, ISV, Government, Corporate and OEM manufacturers (or similar)

"End User"

means the final user of the installed Products, purchased from Celframe or directly from the Celframe Partner

“End User License Agreement”

means the license to use a Product granted to an End User (which may be incorporated in Licensed Goods or supplied on paper or another medium) in such form as Celframe from time to time specifies

"Compilation"

means packaging the Products with other software titles

"Direct Response"

means direct to end user fulfillment

"€" or "Euros"

means the currency of Europe

“RM” or “Ringgit Malaysia”

means the currency of Malaysia

“$” or “US Dollars”

means the currency of United states of America

"Electronic Distribution"

means the delivery of the Products without physical Licensed Goods

"OEM Bundling"

means Original Equipment Manufacturer Bundling, and refers to the general practice of supplying software titles with new PC hardware at no additional, discernable cost

"On-line Distribution"

means delivery of the Products generated from orders placed on Internet Websites and by email, either by Electronic Distribution or in the form of Licensed Goods

"Licensed Goods"

means the physical components which comprise the Products when supplied in physical form; usually a CD, which may or may not be accompanied by additional printed materials; guides, manuals and retail packaging etc.

"Records"

means all the accounts, books and transaction records relating to the sale of Products within the Territory

"Operating / Vendor Manual"

means the marketing policies and guidelines and other corporate policies from time to time specified by Celframe for application by its Partners in relation to the marketing and distribution of the Products

"Premises"

means the trading address of the company acting as Celframe Partner

“Business Plan”

means the business plan attached hereto as Appendix 3, and any subsequent or amended business plan agreed by the parties for the purposes of this Agreement

“Intellectual property rights”

means any copyright, design right, trademark, patent, know-how, or similar industrial or commercial property right, subsisting anywhere in the world, whether registered or unregistered, and all rights in relation to any application for registration or protection of any such right

“Sectors”

means various market segments like Retail, Corporate, Government, Charity, Education, Hosting, ISV and other segments

“Markets”

means market segmentation based on countries as described by Celframe

The following types of information, however marked, are not Confidential Information. Information that:

(i) Is, or becomes, publicly available without a breach of this Agreement;

(ii) Was lawfully known to the receiver of the information without an obligation to keep it confidential;

(iii) Is received from another source who can disclose it lawfully and without an obligation to keep it confidential;

(iv) Is independently developed; or

(v) Is a comment or suggestion one party volunteers about the other’s business products or services;

2.1

Enrollment. Company will be enrolled after it accepts this Agreement, pays a membership sign up fee where applicable, and is accepted by Celframe into the Program. Celframe will notify Company when its enrollment is complete.

2.2

Partner points. The Program Guide explains how to earn partner points. Company may qualify for a Program Level by earning the required number of points. Celframe will notify Company of its Program Level based on Company’s earned partner points.

2.3

Competency. A competency is a Program recognition given to partners for areas of expertise. The Program Guide explains the competencies and related requirements. Celframe will notify Company once it earns any competency.

2.4

Program administration. Celframe will administer the Program and its benefits through the Program Website and Program communications. Celframe may communicate with Company to:

(1) Administer the Program;

(2) Give Company information about the Program, including events and training opportunities;

(3) Invite Company to participate in surveys and research; and

(4) Give Company Celframe Materials to help it deliver solutions based on Products.

2.5

Program changes

(1) Celframe may change the Program or any aspect of it. Celframe will give Company 30 days’ e- mail or other written notice of any substantive Program changes.

(2) Company is responsible for checking the Program Website regularly for all other changes. Program Website changes are effective on the date the changes are posted. Changes do not apply retroactively.

2.6

Program benefits

(a) Company will receive the benefits described in the Program Guide and Program Website. Benefits may vary by Program Level, competency, and country. Benefits may include Celframe Materials.

(b) Program benefits may require additional fees and have additional terms, conditions, and licenses. Company must;

(c) Company’s Affiliates may participate in the Program as a Location for the purpose of pooling partner points or sharing benefits.

(d) Services benefits;

2.7

Use, Ownership, and License Rights for Celframe Services.
(i) Fixes. All Fixes provided for a specific Product are licensed according to the terms of the license agreement packaged with or otherwise applicable to such Product. Celframe’s Fixes are licensed to Company, not sold. If the Fix is not provided for a specific Product, the following license terms apply. Celframe grants Company a non- exclusive, perpetual, fully paid-up license to use and reproduce any Fix that Celframe provides to Company when performing Services for its internal business operations. Celframe also grants Company the right to grant to its customers that Company specifically identifies in writing to Celframe, a non-exclusive, perpetual, fully paid-up license to use and reproduce the identified Fix for customer’s internal business operations only.

(ii) Pre-existing Work. All rights in any Pre-existing Work will remain the sole property of the party providing the Pre-existing Work. During the performance of the Services, each party grants to the other party (and their respective contractors as necessary) a non-exclusive, temporary, fully paid-up, license to use, reproduce and modify any of its Pre-existing Work solely to perform the Services. Celframe also grants Company a non- exclusive, perpetual, fully paid-up, license to use, reproduce and modify (if applicable) its Pre-existing Work in the form provided to Company as part of the Celframe Services Material(s) for Company’s internal business operations. Celframe also grants Company the right to grant to its customers that Company specifically identifies in writing to Celframe a non-exclusive, perpetual, fully paid-up license to use , reproduce and modify (if applicable) Celframe’s Pre-existing Work in the form provided to Company as part of the Celframe Services Material(s) for customer’s internal business operations. In no event is Company granted any license to distribute Celframe Pre-existing Work apart from the Celframe Services Material(s).

(iii) Celframe Services Materials. Celframe retains all rights and ownership in the Celframe Services Material(s) except to the extent such materials constitute Company’s Pre-existing Work. Celframe grants Company a non- exclusive, perpetual, fully paid-up, license to use, reproduce and modify any of the Celframe Services Material(s) for Company’s internal business operations. Celframe also grants Company the right to grant to its customers, that Company specifically identifies in writing to Celframe, a non-exclusive, perpetual, fully paid-up license to use, reproduce and modify Celframe’s Services Material(s) for customer’s internal business operations.

(iv) Sample Code. Celframe grants Company a non-exclusive, perpetual, royalty-free right to use and modify any software code provided by Celframe for the purposes of illustration (“Sample Code”) and to reproduce the object code form of the Sample Code for Company’s internal business purposes.

(v) Distribution Indemnification and Additional Restrictions. Any distribution by Company under this Agreement must be pursuant to a license agreement with customer that includes a license grant with a statement of ownership and restrictions consistent with the terms of this Agreement. Company will indemnify and hold Celframe harmless, and defend Celframe and its suppliers from and against any claims or lawsuits, including attorneys’ fees or legal costs, that relate to Company’s distribution of any Celframe Services Material(s) or Fixes including:

(vi) Open source license restrictions. Some software licenses require, as a condition of use, modification and/or distribution, that the software or other software combined and/or distributed with it be:

The license rights that each party has granted to any computer code (or any intellectual property associated therewith) are limited. These license rights do not include any license, right, power or authority to incorporate, modify, combine or distribute that computer code with any other computer code in a manner that would subject the other’s computer code to Open Source License Terms. Each party warrants that it will not provide or give to the other party computer code that is governed by Open Source License Terms.

(vii) Affiliate rights. Company may sub license the rights contained in this Section 4(d) to its Affiliates. However, Company’s Affiliates may not sub license these rights and Company’s Affiliates’ use must be consistent with these license terms.

(viii) Reservation of rights. With respect to Services, all rights not expressly granted to Company in this section are reserved by Celframe.

3.1

Limited trademark license. The “Celframe Marks” include those trademarks, logos, symbols, and names identified in the Celframe logo guidelines on the Program Website and the “Partner Logo Builder Tool.” Company must meet criteria explained on the Program Website to use the Celframe Marks. Celframe grants to Company a nonexclusive, nontransferable, limited, royalty-free license to use the applicable Celframe Marks as long as it meets the criteria. Celframe is the sole owner of the Celframe Marks and the sole beneficiary of any goodwill related to Company’s use of them. Company will:

(a) Not acquire any right, title or interest in the Celframe Marks because of its use of the Celframe Marks.

(b) Not register, adopt or use any name, trademark, domain name or other designation that includes any part of a Celframe Mark, or any term that is confusingly similar to a Celframe Mark. This includes a translation or transliteration of a Celframe Mark.

(c) Use the Celframe Marks only in connection with Celframe Materials:

(d) Not alter, animate or distort the Celframe Marks or combine them with any other symbols, words, images or design elements.

(e) Not use any of the Celframe Marks or Celframe Materials for the transmission or distribution of unsolicited commercial e-mail or in any manner that violates local law or custom or conflicts with the Celframe policies published on http://www.celframe.com or through the Program.

(f) Maintain the quality of the solutions and Services Company offers in relation to the Celframe Marks and the Celframe Materials at a level commensurate with the quality of Services Company offered before the date of this Agreement. The quality of Company solutions and Services must also meet or exceed standards of quality and performance generally accepted in the industry.

(g) Promptly correct any improper use of the Celframe Marks and deficiencies in the quality of its solutions and Services on notice from Celframe.

3.2

Referential use of trademarks. Company may use Celframe’s corporate name, technology names and trademarks in plain text to accurately identify and refer to Celframe and its technology and Services. Company may not use the logos, trade dress, designs or word marks in stylized form. Such use must not cause confusion about the source of Company’s solutions and Services or Company’s relationship with Celframe.

3.3

Notices. Company must not remove any copyright, trademark or patent notices in or on Celframe Materials. Company must include Celframe’s copyright notice on the labels for tangible media containing licensed Celframe technology. Company must also include Celframe’s copyright notice on documentation for licensed Celframe technology, including online documentation. Company must use the right trademark, licensed Celframe technology descriptor and trademark symbol (either “™” or “®”) when first mentioning a licensed Celframe technology name in any advertisement, brochure or other format. The mention must also indicate Celframe’s (or Celframe suppliers) ownership of the trademark.

3.4

No technology transfer arrangement. This Agreement does not create a “technology transfer” agreement because:

(i) The technology (including any Products) made available under this Agreement is not an integrated part of a technology chain for production or management purposes; and

(ii) The technology (including any Products) will have its own technology license. Company will not hold itself out as Celframe’s technology recipient. Company will not identify Celframe as a technology provider under this Agreement.

3.5

Reservation of rights. Celframe reserves all rights not expressly granted in this Agreement.

4.1

Program fee

(i) Registered partners are required to pay a Partner Program sign up membership fee.

Company agrees to pay Celframe the annual Program fee, and other applicable benefit fees if it qualifies and enrolls at a certified, silver or gold or platinum certified partner level.

(ii) In some countries, the Program fee is for the welcome kit with product licenses. In these countries, a Celframe-designated distributor invoices the Company for the welcome kit and sends the kit once the invoice is paid. Price is an estimated price and is subject to variations, such as foreign exchange rates. Company must include a signed, hard copy of this Agreement when it sends its payment for the welcome kit.

(iii) The membership fee for signup may vary based on the market segmentation and the partner status / level the partner has signed up for. It may range for $500k - $10 Million, so please contact Celframe partner team at http://www.celframe.com/partners for precise information

5.1

Term. This Agreement will take effect on the date Celframe accepts this Agreement (the “Effective Date”). The Agreement will continue for one year from the Effective Date (the “Term”), unless terminated earlier. If Company upgrades from registered member status during the Term, the Effective Date will change to the date Celframe accepts the upgrade. An upgrade from certified to gold certified partner status will not change the Effective Date. If Company chooses to re-enroll in the Program on expiration of the Term, Company must do so on the Program Website.

5.2

Renewal. This Agreement will not renew automatically. Celframe may choose not to renew Company’s membership in the Program.

5.3

Termination without cause. Either party may terminate this Agreement at any time, without cause, on 60 calendar days notice. Neither party will be responsible to the other for costs or damages resulting from termination.

5.4

Termination for cause. If either party breaches any provision of this Agreement that is considered curable the non breaching party will give 30 calendar days e-mail or written notice for an opportunity to cure. If the cause for termination is not curable, termination will be effective on notice from the non breaching party. Celframe retains its other rights and remedies.

5.5

Statutory form. Celframe reserves the right to either terminate or vary this Agreement if it is required to use a statutory form for modifications to the Agreement. Termination will be without its use and without any liability to Company.

5.6

Effect of termination. Company must immediately stop using any rights and benefits granted by this Agreement and the Program on termination. Company must also return or destroy all Celframe Materials on termination. Company will do one of the following within 10 days of termination and at Celframe’s discretion:

(i) Return all copies of documents and Materials containing customer information that Company received because of this Agreement. Company will also return the Celframe Materials and property in its possession or under its control; or

(ii) Destroy all such specified documents and Celframe Materials, including copies, and give Celframe a certificate of destruction signed by an officer of the Company. Termination of this Agreement will not terminate any unresolved prior support requests. This Agreement will continue to apply until such unresolved requests are resolved or otherwise closed.

5.7

Waiver of rights and obligations. Each party waives any legal right or obligation it has to seek judicial intervention to terminate this Agreement to the extent necessary to implement the termination.

6.1

The Partner expressly acknowledges and declares that:
It has the necessary resources for the operation of the rights granted by this Agreement, and all authorizations, permits and municipal or other licenses of any nature which may be required for the said purpose. It further acknowledges that it has sufficient financial resources to make the investments indicated in the Business Plan and as per the partner program / network requirements.

6.2

The Partner Guide / Operating / vendor Manual contains Celframe confidential, secret, substantial, and duly identified know-how.

6.3

Prior to the execution of this Agreement, it has received all the necessary documents, including this Agreement and the Partner Guide / Operating / vendor Manual in existence at the time, all of which have allowed it to form a favorable opinion concerning the terms and conditions of this Agreement.

6.4

Prior to the signing of this document, it has sent Celframe a copy of the deed of incorporation of the company acting as Partner and which states that its share capital, duly paid up is sufficient to achieve the Business Plan, and to develop and carry out representation for the Products. If the said share capital or paid up is deemed necessary Celframe may ask Second Party to increase by providing a written notice of 30 days.

6.5

Also prior to the signing of this agreement, the Partner has informed Celframe of the names and details of all shareholders or stakeholders in the company acting as Partner and of their respective percentage shares or stakes in the company. Any change hereinafter has to be after written consent from Celframe.

6.6

The Partner agrees not to consent to or assist in any alteration through the sale, exchange, merger or increase in capital, in the make-up of the shareholdings or stake holdings of the company acting as Partner from the position at the time of entry into this agreement, to a party or organization involved in the sale, development or distribution of competing products, without first obtaining the express written consent of Celframe.

7.1

The Partner shall, so long as this Agreement is in force, maintain and use suitable trading premises in a central location, for the sale of the Products, services, training, projects and the provision of services to Customers, which are in keeping with the marketing image of the “Celframe” and the high business standards which the Partner accepts under this Agreement.

7.2

No move by the Partner to other premises shall be made without notification of such change of address to Celframe in writing.

7.3

The Partner shall, after signing this document, open and commence trading in the Products & projects at the Premises within 30 days, if any further delay occurs; the Partner has to inform Celframe in writing for an extension.

7.4

The Partner shall hold all licenses, permits and authorizations required for the lawful and valid opening of offices at the Premises and for the marketing and distribution of the Products.

8.1

To be approved, signed by the parties and attached hereto as Appendix 3, which shall be carried out throughout the Term. The Business Plan will be adopted by mutual agreement between the parties, and the Partner shall comply with all terms of the Business Plan. The Business Plan contains the following sections, which must be fulfilled within the periods indicated in the Plan:

(i) Investment by the Partner in personnel, marketing, infrastructure, communications, materials and physical stock holding as per the purchase order attached;
(ii) Annual sales forecasts.
(iii) Preparation and sending of monthly reports and returns to Celframe.
(iv) Correct use of administrative software as may be supplied or specified by Celframe from time to time.
(v) Use of IT tools as may be defined or specified by Celframe from time to time.
(vi) Use of all PR and promotions defined or specified by Celframe from time to time.

9.1

Appendix 2 of this Agreement contains a list of the current Products. Celframe may modify this list as the product range changes. To this end, from time to time, Celframe will send the Partner this list with new programs and/or new program versions that it wishes to market and distribute. Each one of these lists will supersede the previous one as if first written in Appendix 2 of this Agreement. The Products to which this Partner Agreement relates are therefore those which are set out in the valid list at any moment in time which will form an integral part of this agreement.

9.2

Celframe shall be entitled, where in its reasonable opinion a legal or agree-mental reason exists for the discontinuance of a Product or its removal from the market in the Territory, to discontinue or remove a Product from the Product list on 30 days’ written notice to the Partner, or such lesser notice as is necessary to enable Celframe to comply with an order of a competent court in any territory which is enforceable against Celframe. On the expiry of such notice, the Partner shall cease distribution, marketing and sale of the discontinued Product, and shall return to Celframe all unsold copies of such Product at its expense.

9.3

Celframe will use all reasonable commercial endeavours to procure that the range of Products is enhanced and developed, with a view to enhancing the functionality and marketability of each Product, and to develop further Products to add to the range of Products. All such enhanced and new Products will be made available to the Partner on the terms of this Agreement, provided the Partner is up to date with all payments due to Celframe under clause 7 and meeting sales target set out in the attached business plan.

10.1

The Partner is aware of the importance of excellence in customer services and therefore undertakes to employ high standards of business in relation to the distribution, marketing, support and sale of the Products and to provide each of the following services as promptly as possible and to the highest possible quality, aiming for complete customer satisfaction in each and every case:

(a) Technical Support: the Partner shall provide (at its own expense) technical support (first & second levels) in relation to the Products to Customers in the Territory, in accordance with the standards for support established from time to time by Celframe. This support will be on 24 x 7 basis for all its customers. The third level will be provided by Celframe to the Partner only and not for its end users.

(b) Technical Support Service: the Partner shall rent two or more telephone / fax lines as required, to be used exclusively to provide this service. The Partner shall take responsibility for this service which should be provided both by toll free telephone, on line and email during normal working hours in the Territory.

(c) Customer Service: Customers shall be treated with the utmost courtesy, and all their enquiries shall be answered. Should a Customer wish to return a product for any reason, its price shall be refunded in full as per the EULA.

10.2

The Partner shall implement such other services as may be indicated by Celframe with a view towards improving the marketing and support of the Products and services.

10.3

Celframe may conduct periodic service audits to assess the degree of fulfillment in length of time and form of the services listed in clause 6.1. Should Celframe detect any failure or breach in providing any of said services to the required standard, it shall report such failure to the Partner so that the latter may take corrective action and resolve the failure as soon as possible. Should the Partner fail to do so within 14 days of such notice, or should other subsequent failures be detected, Celframe may terminate the agreement in accordance with clause 14 below, as the proper rendering of these services is an essential obligation under this Partner Agreement.

10.4

Celframe shall provide such technical and production support to the Partner as Celframe decides from time to time is necessary so that the Partner may fulfill each and every one of the services stipulated in this clause.

10.5

Celframe will train the Second Party’s staff as mentioned in Appendix 1. This training will be held in regular basis. This training will ensure that the Second Party’s staffs are fully qualified and certified. Second Party is responsible to train its end users and staff regularly to ensure they’re up to date with the latest and other products of Celframe. These trainings may be in the form of seminars, class room style, webinars and other methods.

10.6

Only Celframe certified staff must undertake major deployments or on site support for customers, so Second Party must ensure its entire onsite Support staff is certified.

11.1

The Partner shall pay to Celframe a supply / Vendor / Partner price for physical Licensed Goods or electronically licensed goods under clause 8, and payment for License Only sales of the Products based on the pricing list sent by Celframe from time to time applies.

Sales and Revenue Reports

11.2

The shall deliver a monthly report to Celframe, reporting –

(a) The total number of sales of each of the Products in the Territory during the previous month; and
(b) The total value of all revenue received by the Partner in the previous month from sales of the Products, whether the sales were made in that previous month or in an earlier month.

11.3

The Report is to be delivered, in the format specified by Celframe from time to time, no later than the 5th working day of the following month.

11.4

The Report shall separately report the total number of Products sold through all channels [Retail, OEM, Compilation, Direct Response, On-line, Government, Corporate, Academic], the sale value and expected receipt dates of the resulting revenue, the actual revenue received from previously reported sales, and show the payment due to Celframe under clause 7.5 and the calculation of such payments.

Payments and Credit terms

11.5

The Partner shall pay to Celframe rates specified in Appendix 2 to this Agreement on the net products purchased by the Partner (excluding value added tax, sales tax or any similar form of tax payable on sales of the Products in the Territory) from License sales of the Products, such payments to be paid by the Partner on receipt of demand note from Celframe within the date stipulated in the said demand note. Any changes to the pricing will be notified to the Second Party from time to time.

11.6

All payments shall accompany the Sales and Revenue Reports.

11.7

At all times while this Partner Agreement is in force, the Partner shall maintain and keep at the Premises proper and accurate records relating to all sales of the Products. Celframe or a professional accountant appointed by Celframe shall be entitled (after giving reasonable notice and during normal business hours in the Territory) to inspect such records for the purpose of determining if correct payments have been paid to Celframe under this Agreement, and if the Partner has otherwise complied with its obligations under this Agreement. Celframe and its agent inspecting such records shall treat as confidential all information relating to the Partner’s business which is revealed by such inspection, and use such information only for the purpose of enforcing accurate payments in regards to products sold or project revenue received to Celframe of the payments due to it under this Agreement. If such an inspection of Partner’s records discloses an underpayment of payments of more than 5% in any month, the Partner shall pay the reasonable costs incurred by Celframe in the course of such inspection with an interest as per local banking lending rate for the delay as specified by Celframe.

11.8

All payments due from the Partner to Celframe under this Agreement shall be made by electronic money transfer to Celframe bank account as specified in Appendix 1 to this Agreement or such other bank account as Celframe may from time to time notify to the Partner. Every time the Partner sends a payment to Celframe, the Partner shall fax to Celframe a copy of the payment confirmation received from his bank.

11.9

Any payment due from the Partner to Celframe under this Agreement which is not paid within three working days from the due date for payment shall carry interest (both before and after any court judgement for payment) at a rate equal to local central bank base lending rate, but not lower than 9% per annum from day to day, from the due date for payment until paid in full.

11.10

Credit Facility: The First party on the request of Second party will review any credit facility terms after SIX MONTHS of initial business term with the Second party. The approval of any credit terms will be based on Second party’s purchase history, payment history, credit worthiness and other parameters. The First party in its discretion may or mayn’t approve the credit terms until such time it deems fit and / or may ask for collaterals, documentation or any other details from the Second party for such credit terms. A credit terms agreement will be signed between both parties if the first party approved Second party’s credit terms.

13.1

The Partner must not resell, market or distribute the Products by On-line Distribution or Electronic Distribution without the prior written permission of Celframe, which Celframe may withhold or grant subject to such conditions as Celframe may from time to time decide.

13.2

Celframe may provide facilities for On-line Distribution and/or Electronic Distribution of the Products. Where such sales affect the Territory, the following revenue-sharing arrangements will apply:

(a) On-line Distribution organized by Celframe involving delivery of Products by the Partner in the Territory invoiced by and paid to the Partner: the Partner shall pay Celframe a royalty on the amount of the revenue from such sales, at the rate specified as the “On-line Distribution Royalty” in Appendix 1 to this Agreement. Such sales shall be reported and payments paid in accordance with Vendor Margin in Appendix 1.

(b) Direct On-line Distribution organized by Celframe on-line website (www.celframe.com/store) involving delivery of Licensed Goods by Celframe in the Territory: Celframe shall pay the Partner a share of the amount of the revenue from such sales (after deduction of credit card charges, third party margins (if any) and any other applicable expenses and taxes) at the rate specified as the “On-line Distribution Revenue Share” in Appendix 1 to this Agreement.

(c) Electronic Distribution organized by Celframe involving payment for Products to Celframe: for such sales identified as originating from the Territory, Celframe shall pay the Partner a share of the amount of the revenue from such sales (after deduction of credit card charges, third party margins (if any) and any other applicable expenses and taxes) at the rate specified as the “Electronic Distribution Revenue Share” in Appendix 1 to this Agreement. However, the Partner shall not be entitled to be paid any Electronic Distribution Revenue Share until the Partner’s sales of Products in the Territory have exceeded €30,000 (thirty thousand Euros) but the Partner will then be paid all Electronic Distribution Revenue Share (if any) which has accrued due.

13.3

Celframe shall provide the Partner with data on all Customers in the Territory who have purchased the Products by Electronic Distribution to enable the Partner to register such Customers for support services, and for the purpose of offering to sell to them other Celframe Products and related services.

13.4

Celframe reserves the right freely to market in any territory (including the Territory) all Application Service Providers, OEM, On-line affiliates; Internet Service Providers business etc and clause 9.2 shall not apply to such sales.

13.5

The Partner may not enter into agreements for multinational sales of the Products, where the Products are to be supplied to a Customer both in the Territory and in other territories, without written permission from Celframe. In such cases, Celframe shall in good faith, determine a fair sharing of revenues from such sales between the Country Distribution Partner and Celframe country partners in other territories affected, and the Partner agrees to be bound by Celframe decision. The same obligations and rights shall apply to sales of the Products made outside the Territory by any of the Partner’s distributors and re-sellers. The usual acceptable rate is a sharing in the ratio of 50: 50 for either of the partners.

14.1

Celframe will be contributing to the marketing & advertising of its brand and products. The complete details of its support are mentioned in Appendix 1 and will be updated from time to time.

14.2

The Partner shall use all commercial endeavours to create brand awareness of the “Celframe” brand and to promote the brand image, as well as the Products and services in general, of Celframe. Ensure will meet all the specified advertising and marketing plan provided by Celframe from time to time.

14.3

In particular, the Partner shall carry out the marketing activities indicated in the Business Plan and as per Celframe recommendations from time to time at the Partner’s expense.

14.4

To ensure the necessary consistency, uniformity, and homogeneity between advertising campaigns carried out by different Celframe country partners, the Partner shall comply at all times with the Partner Guide / Operating / vendor Manual and the instructions and directives issued by Celframe and shall send Celframe samples of all advertising campaigns and/or promotional material, in order that Celframe may give written authorisation for their use for this purpose.

14.5

Any and all expenses, taxes, and other costs incurred as a result of advertising campaigns shall be paid by the Partner. Celframe may participate with the Partner in joint marketing initiatives but only if Celframe has agreed in advance to do so on its discretion.

14.6

All ads must ensure that Celframe logo is at least 3 times bigger than the second party’s logo. The product name and Celframe website link must be clearly mentioned including all disclaimers and trademark statements

15.1

To provide advice and training(online or webinars or audio video training) for persons designated by the Partner as Celframe from time to time decides is necessary with regard to sales techniques and characteristics and other features of each of the Products and services to be marketed. The details are mentioned clearly in Appendix 1.

15.2

To advise the Partner as Celframe from time to time decides is necessary with regard to the organization, operation and management of the business, and on commercial matters, providing expertise in technical, commercial, promotional, and other matters of operational knowledge.

15.3

To visit the Partner's Premises or receive the Partner at Celframe's offices in order to make a joint analysis of all matters affecting management operations. Air fares and accommodation fees shall be paid for in all cases by the Partner with the exception of air fares for trips made by Celframe personnel to the Partner's Premises. Trips made for technical support reasons are not included in this section: the estimated expenses for such trips will be sent to the Partner for his approval.

15.4

To provide the Partner with such campaign material, leaflets, product brochures and other documents in English to operate its business correctly, diligently, and effectively, or with the elements necessary to prepare such documents, as Celframe from time to time decides is necessary or desirable. The express written approval of Celframe shall be required before documents prepared by the Partner may be used. The price of the materials listed above shall be paid by the Partner prior to their delivery.

15.5

To use all reasonable commercial endeavors to provide (where this is necessary to exploit the market for the Products in the Territory) local language versions of the Products or associated documentation. The Partner will pay the costs and expenses incurred by Celframe in providing such local language versions, but the Partner acknowledges that all intellectual property rights in such localized versions will belong to Celframe.

16.1

To make the maximum efforts to reach the highest possible levels of sales and promotion of the Products and related services and to satisfy market demand in the Territory for the Products, and in all cases to meet the annual sales forecast targets required under the Business Plan or as agreed from time to time mutually.

16.2

To fulfill all the obligations described in the Partner Guide / Operating / Vendors Manual and the Business Plan, and to implement any update introduced by Celframe in those documents during the term of the agreement, with the aim of improving standards.

16.3

To use the documents and technical, commercial, promotional, advertising, management and other information provided by Celframe for the operation of the business.

16.4

To work jointly with Celframe improve the Products and services provided to all parties, complying with the recommendations of Celframe. In particular, the Partner shall not indicate lower-than-recommended prices in leaflets, brochures, or other advertising material. The Partner undertakes not to harm in any way the image and prestige of the Celframe Products and services through unsuitable or inappropriate pricing policies.

16.5

To hire sufficient personnel with adequate technical knowledge and training on Celframe products and services so that the proper operation of the business is ensured. The Partner shall ensure that personnel take such technical and commercial courses as may be necessary to learn to handle and sell Celframe Products and services correctly. All expenses arising from such courses shall be paid by the Partner.

16.6

To allow Celframe access to the premises of the Partner in order to monitor due compliance with all the obligations arising from this agreement, as well as compliance with all instructions issued by Celframe. The Partner shall co-operate and provide all documents requested, particularly those regarding inventories and accounts.

16.7

To install and use such management programs / CRM as Celframe may deem appropriate and duly to submit all data thus obtained. The Partner undertakes expressly to use such programs solely for the purposes established herein and only for as long as this agreement is not terminated for any reason.

16.8

To submit a monthly report containing data requested by Celframe in accordance with Clause 7.

16.9

In marketing the Products, the Partner shall not give any warranties or make any representations in respect of the Products, except such warranties and representations (if any) as are contained in the End-User Licence Agreement from time to time specified by Celframe for distribution with the Products.

16.10

Periodically to inform Celframe regarding the market situation and trends detected, and to provide such other information related to the market for the Products in the Territory as Celframe may from time to time request.

16.11

To report to Celframe all experience gained during the operation of the business.

16.12

To carry out the Partner's business activity in an orderly and peaceful fashion and in accordance with the law of Territory, and to comply with all applicable laws in force in the Territory in relation to the distribution, sale and marketing of the products and related services.

16.13

To ensure that every copy of a Product distributed sold or marketed under this Agreement embodies an End-User Licence Agreement included in the Product (or, where required by Celframe and commercially practicable, in written form) in such terms as Celframe may from time to time reasonably require. Also include the local support phone number and email id for users to get in touch.

16.14

Not to remove, alter or cover any copyright notice, trademark notice or other proprietary rights notice placed in or on the Products. The Partner will ensure that such appropriate copyright notices, trademark notices or other proprietary rights notices as Celframe from time to time requests are included in any documentation which is distributed with the Products, and in all packaging and marketing material produced by the Partner in relation to the Products.

16.15

Not alter or modify the Products in any way, nor permit the Products or any part of any Product to be combined with or become incorporated in any other programs, nor to decompile, disassemble or reverse engineer the software contained in the Products.

16.16

Not to register or use any Trademark, Domain Name or Trade Name of Celframe, or any other name that Celframe might adopt in the future, without written permission from Celframe.

16.17

The Partner shall not take or use the name “Celframe” as part of its company name or product name without written permission in advance from Celframe. In the event Celframe gives such permission, the Partner shall not engage in or be in any way connected with or financially interested in the distribution, marketing or sale of any goods, products or services except the Celframe Products and services connected with the Celframe Products and no other products.

16.18

Where clause 12.17 does not apply, the Partner shall inform Celframe from time to time on request of all goods, products or services (other than the Products) distributed, marketed or sold by the Partner.

16.19

To submit complete details of all awards, reviews, interviews, features, ads and accolades received / made for or on behalf of Celframe or its products to the First Party. The said awards and recognition will be used for promotion by the second party until the expiry of the said agreement.

17.1

The Term of this agreement shall be as set out in Appendix 1 of this Agreement, subject to early termination under clause 14. At the expiry of the Term, this Agreement will be deemed extended for the Extension Term, unless one party gives the other two months notice of its intention not to extend this Agreement.

17.2

The Extension Term shall be as set out in Appendix 1 of this Agreement. At the expiry of each Extension Term, this agreement will be deemed extended for a further Extension Term, and then henceforth for successive Extension Terms, unless one party gives the other two months prior notice of its intention not to extend the agreement. Notwithstanding the foregoing, the agreement will not be extended until both parties subscribe to a new business plan which details, amongst other points, annual sales for the given period.

17.3

It is noted that the granting to the Partner of any possible extension shall be subject to and conditional, in all cases, upon the Partner's being up to date with all payments and in full compliance with all its obligations under this Partner Agreement and on the final discretion of Celframe.

17.4

Upon expiry of this agreement, Celframe shall still be entitled to indemnification or compensation on any grounds other than non-fulfillment of the Partner’s obligations under this Agreement, but the same will not apply to the Partner

17.5

Upon expiry or earlier termination of this agreement, the Partner shall immediately-

(a) cease to distribute, market or sell the Products and cease to use and enjoy all rights granted to him under this agreement, and in particular, those concerning Trademarks, distinguishing marks, trade names, domain names, registered trademarks and logotypes and other intellectual property rights, shall remove all promotional elements and other identifying marks of Celframe Products and services; and

(b) return to Celframe all such documents and other material (brochures, leaflets, price lists, etc.) as may have been provided under this agreement; and

(c) deliver to Celframe (on paper or in electronic format, as Celframe requires) a copy of all data collected by the Partner while this Agreement has been in force relating to End Users in the Territory, including the name, postal address, email address, telephone number and (where applicable) contact name for each End User, and particulars of all Products purchased by each End User; and

(d) if the Partner has taken the name “Celframe” as part of its company name, take all necessary legal steps to change its company name to a name not including the name “Celframe” within a period of 14 days must be complied.

17.6

All costs arising from the return of articles, elements, documents, and other material indicated in clause 13.5 shall be paid by the Partner.

18.1

The parties mutually agree that this Agreement may be terminated unilaterally by either of them on the following grounds:

By Celframe

By the Partner

(a)    Failure by Celframe to fulfill the obligations arising from this Agreement after providing a written notice of 60 days with written acknowledgment from Celframe.
(b)    Cessation for any reason of the commercial activities of Celframe.
(c)    Dissolution, liquidation, or disappearance of Celframe as a legal entity.
(d)    Entry by Celframe into receivership, bankruptcy or proven insolvency

18.2

The party deciding to terminate the agreement on the grounds of failure by the other to fulfill its obligations under this Agreement shall notify such to the breaching party, specifying the nature of the breach and, if the breach is capable of being rectified, requiring such rectification within fifteen working days. In case that the breach is not capable of rectification or that the party who is breaching does not rectify its breach within the referred period of time, the other party has the right to terminate the agreement.

19.1

Celframe grants the Partner the right, for so long as this agreement remains valid and otherwise on the terms set out in this Agreement, to distribute, market and sell the Products & services in the Territory and (but only in connection with such distribution, marketing and sale of the Products) to use the distinguishing marks, the corporate image, and in general, other property rights over the Trademarks, trade names, registered trademarks, signs, acronyms, domain names and logotypes associated with the Products. The Partner undertakes to use only the said rights owned by Celframe and to do so exclusively for purposes related to the fulfillment of this agreement.

19.2

The Partner acknowledges that the Products are protected by copyright and/or other intellectual property rights, and that the corporate image and other technical, commercial and operational information are protected by the Trademark and other intellectual property rights. The Partner further acknowledges that all such intellectual property rights belong to Celframe or to Celframe licensor, and that the Partner shall not, by virtue of this Agreement acquire any share or interest in any such intellectual property rights, or any entitlement to use any such intellectual property rights except as expressly permitted by this Agreement. The Partner is expressly prohibited from registering said intellectual property rights in its own name or in that of anyone other than Celframe.

19.3

Should Celframe be obliged to register other Trademarks and logotypes, the Partner shall market and publicize the products and services under the new trademarks and logotypes owned or licensed by Celframe.

19.4

The Partner shall not act in any way or authorize any third party to act in any way which would or might invalidate any intellectual property rights in relation to the Products, or which might otherwise harm such rights or other operational technical information relating to the Products or to the marketing and sale of the Products, and the Partner shall not omit to do or authorize any third party to omit to do any act which, by its omission, would have any such effect.

19.5

The Partner shall promptly notify Celframe of any actual, threatened or suspected infringement in any territory of any intellectual property rights in relation to the Products which come to the Partner’s notice, and of any claim by any third party coming to its notice that the distribution, marketing or sale of the Products in the Territory infringes any rights of any other person. The Partner shall at the request Celframe take all such actions as may reasonably be required to assist Celframe or its licensor in taking or resisting any proceedings in relation to any such infringement or claim.

19.6

The Partner shall promptly notify Celframe of any actual, threatened or suspected infringement in any territory of any intellectual property rights in relation to the Products which come to the Partner’s notice, and of any claim by any third party coming to its notice that the distribution, marketing or sale of the Products in the Territory infringes any intellectual property rights of any other person. The Partner shall at the request of Celframe take all such actions as may reasonably be required to assist Celframe or its licensor in taking or resisting any proceedings in relation to any such infringement or claim.

19.7

The Partner shall not harm, discredit, or in any other way damage the image and prestige enjoyed by Celframe Products and services. In particular, the Partner may not alter or modify any element of the Products to be distributed as regards the contents or external appearance of the Products and may not therefore conceal or disguise in any way the marks, acronyms, designs and other distinguishing and identifying features of the Products or of Celframe.

19.8

The Partner shall not apply for any Internet domain name, any social networking micro site or update site not expressly authorized by Celframe. Upon the expiry or earlier termination of this agreement for whatever reason, the Partner shall transfer to Celframe this and any other such domain names as Celframe may indicate, and to that end shall take such procedural steps and formalities with the relevant organizations and sign such public or private documents as may be necessary to fulfill this obligation. The price paid for such transfer shall be solely and exclusively the amount of the expenses incurred by the Partner in obtaining the relevant domain names.

19.9

The Partner shall be answerable for any failure on the part of its employees to fulfill any obligation covered by this clause 15.

20.1

This Partner Agreement and all the rights granted by this Agreement are granted to the Partner for the Territory and sectors as set out in Appendix 1 of this Agreement. Terms of representation for the said Territory is mentioned in Appendix 1. The certificate of distribution will be issued by Celframe after ensuring that the Second Party has performed as per the business plan for the first SIX months, failing which this distribution ship will be withdrawn without notice.

20.2

The Partner may not, during the term of this agreement, carry out any direct action with the intent of marketing the Products and services associated with the Products outside the assigned Territory. Should the Partner, with the express written consent of Celframe, enter into any agency, representation, supply, or similar agreement with a third party, the Partner shall inform that third party of the prohibition indicated in this section. Should the third party contravene that prohibition, the Partner shall take all possible legal action as soon as possible to put a stop to said contravention. In any event, the Partner shall be directly liable to Celframe in all cases for damages caused by third parties through contravention of said prohibition.

20.3

The Partner shall be entitled to enter into agency, representation and similar agreements under which a third party is granted rights to distribute, market or sell the Products in the Territory or in parts of the Territory. The Partner shall ensure that all such agreements impose similar obligations on such third party as the provisions of this Agreement for the protection of the intellectual property and other rights of Celframe and its licensor in relation to the Products, and the Partner shall on demand by Celframe take suitable legal action or assist Celframe in taking suitable legal action to enforce such obligations. The Partner may not enter into any agency, representation, supply, or similar agreement under which a third party is granted exclusive rights to all or part of the Territory granted to the Partner without the express written consent of Celframe. All such Third Party appoints will only be valid on issuance of certificate from Celframe authorizing the aforesaid status. A copy of such agreement has to be submitted to Celframe.

20.4

Celframe may carry out any direct action to recruit / market the Products and services associated with the Products in the Territory assigned to the Partner, viz., i) OEM distribution, through which Celframe reserves the right to market and distribute its Products world-wide, and; ii) On-line Distribution, through which Celframe may also freely distribute or arrange the distribution of its Products via electronic trading (typically on the Internet, or by any other similar network which may exist in the future), subject to clause 1 and its points herewith fulfilled. Iii) Recruitment of new channel partners

20.5

In addition to its right to terminate the agreement at any time on grounds of breach under clause 14, Celframe also has the right to revoke the partner status within its Territory and all rights of the if the Partner fails to meet the minimum partner points indicated in the points program or is not up to date with the payments indicated in Clause 7 above, with no obligation on the part of Celframe to pay compensation or to indemnify th Partner on any grounds as a result of the loss of territorial exclusivity.

20.6

The only exclusion for this clause will be in the case of any specific projects or services that Celframe intends to work on exclusively in this territory. However in such an event Celframe will inform the Partner in advance, but this is subject to Partner adhering to all the said terms in this agreement.

21.1

As commercial enterprises, the parties hereto are independent and separate legal entities, and their respective companies and equities shall not be confused or understood to be identical. Each shall maintain full and complete autonomy and responsibility for the management and operation of its own affairs, except for the reciprocal obligations laid down under this agreement, at its own risk and for its own account, assuming fully any risks which may affect its business and all taxes, rates, levies and other expenses which may arise and accrue in the course of its business.

21.2

Therefore, neither party shall be the agent of the other, nor, neither party shall have any power or authority by virtue of this Agreement to enter any agreement or other legal commitment of any kind on behalf of the other party.

22.1

Celframe warrants that the software comprised in Licensed Goods will not contain any viruses, worms, data bombs, time bombs or other code that is likely to cause the software to cease operating. Celframe sole liability to the Partner for breach of this warranty shall be the replacement (at no cost to the Partner) of any Licensed Goods which are demonstrated to contain such defects. Celframe gives no other warranties with regard to the Products (including but not limited to any warranty as to the functionality of the Products) and any warranties in relation to the Products which would otherwise be implied in this Agreement by law are hereby excluded.

22.2

Except as provided in clause 18.1 or in respect of any death or personal injury caused by the negligence of Celframe, Celframe shall have no liability to the Partner or any third party for any direct or indirect loss, damage or expense incurred by the Partner arising out of or in connection with the marketing, distribution, transport, storage, installation or use of the Products.

22.3

Celframe shall in no case be obligated or bound by commitments assumed or promises made by persons outside Celframe, or by mistaken or unfounded expectations on the part of Customers with regard to the workings of the Products distributed by the Partner in fulfillment of this agreement.

23.1

During the term of this agreement the Partner is specifically prohibited from:

23.2

For a period of six years from the expiry or the termination for whatever reason of this Agreement the Partner shall not seek orders or attempt to obtain orders for the sale or supply of any products which compete or may compete with the Products from any End Users who have been registered or recorded by the Partner as End Users of Celframe Products in the Territory.

24.1

For the purposes of this Agreement, “Confidential Information” means all information of whatever nature (whether oral, or in documentary or machine-readable form) of a confidential or commercially-sensitive nature relating to a party and includes (but without limiting the generality of the foregoing) information relating -

(a) In the case of any party, to its business or finances; or
(b) In the case of Celframe, to its product development plans, and other technical, commercial and operational information and know how; or
In relation to the Products, all data, sources, programs and code.

24.2

Each party acknowledges that, in the performance of this Agreement, it will or may from time to time receive Confidential Information relating to another party, and undertakes to the party disclosing such Confidential Information –

24.3

The restrictions on the disclosure and use of Confidential Information contained in this clause 20 shall continue after the expiry or termination of this Agreement but shall not apply –

24.4

The Partner shall also be liable for any failure on the part of its employees or agents to comply with the obligations laid down herein.

26.1

All product prices, payments and other money payments payable to Celframe by the Partner specified in or for the purposes of this Agreement (or payable by Celframe to the Partner) are exclusive of value added tax or any sales tax replacing it.

26.2

The Partner shall be responsible for accounting for all value added tax or other sales taxes payable in respect of the sale of the Products in the Territory, except in respect of sales by Electronic Distribution or On-line Distribution for which the price is collected by Celframe.

26.3

All product prices, payments and other payments payable to Celframe by the Partner under this Agreement shall be paid free of any withholding tax or similar deductions.

27.1

All notices given by one party to the other under this Agreement must be in writing, but this expression includes fax and email.

27.2

Any notice may be served on a party by leaving it at, or sending it by recorded delivery mail, fax or email to the addressee at the address specified in Appendix 1 to this Agreement or such other addresses as a party may from time to time notify to the other as its address for service.

27.3

Notices will be deemed to have been received –

28.1

The Partner may not assign the rights granted to it hereunder. in whole or in part to third parties, regardless of whether they are legal entities or physical persons.

28.2

Celframe may assign the rights and obligations resulting from this agreement, in whole or in part, without the consent of the Partner.

29.1

This Partner Agreement super cedes and replaces any previous agreement or understanding between Celframe and the Partner relating to the distribution, marketing and sale of the Products. Henceforth any agreement or understanding prior to the date on which this agreement is executed shall be considered null and void.

29.2

Any modifications made to this agreement agreed by the parties shall be valid only if set down in writing, and signed by a director or other duly authorized officer of each party.

30.1

Should any provision of this agreement prove to become or be declared null and void or unenforceable, the remaining provisions shall be unaffected and shall remain fully valid and effective. The parties will negotiate together in good faith with a view to agreeing in substitution for any such invalid provision a valid, effective, and enforceable provision which is as close as possible, particularly in financial terms, to the purpose and spirit of the invalid provision.

30.2

The fact that a party may waive a breach by another party of its obligations under this Agreement shall not prevent the waiving party enforcing the relevant obligation if the breach is repeated, or if a further breach of this Agreement is committed by the party in default.

31.1

During the term of this Agreement the “Technical Support Period”), the First Party shall provide the Second Party with Technical Support with respect to the Licensed Software, provided, however, that this obligation of the First Party to provide the Technical Support shall expire and not apply upon the immediate termination by the First Party of this Agreement in accordance with relevant sections. Unless otherwise stated herein or agreed between the Parties, the Second Party may request the Technical Support 9am-5pm (Monday – Friday), Malaysia Standard Time (GMT +8). The requests should be placed by the Second Party to the First Party in the manner set forth in Appendix 1 hereof. The Technical Support shall be provided and delivered by the First Party to the Authorized Persons via Skype or electronic mail not later than twelve (24) hours from the moment of receiving the request. Confirmation receipt of an e-mail request should be sent by automate system of the First Party when submitted at www.celframe.com/support

31.2

Parties understand that the First Party shall only provide the Technical Support according to the above Sections to the Second Party and shall not provide the Technical Support to any other person such as the customers of the Second Party or the end users of any of the Final Products. The Technical Support to the Second Party’s customers and end users of the Final Products shall be provided by and upon the sole responsibility of the Second Party. The First Party shall provide to the Second Party updates of the Licensed Software in the Download Link under the terms and conditions set forth therein and this within the period from the date of the execution hereof to the date of the expiration of this agreement (the “Updates Period”), provided, however, that this obligation of the First Party to provide updates shall expire and not apply upon the immediate termination by the First Party of this Agreement. The Updates Download Link (www.celframe.com/support) may change from time to time. In the event of such change, the First Party shall notify the Second Party of such change in writing without undue delay via email or newsletter update. The Second Party shall provide updates of the Final Products to its customers and end users of the Final Products on its own web site. The Second Party hereby undertakes that the license conditions relating to any of the Final Products and its updates shall comply to this Section. The Second Party shall be liable for the proper testing of all updates of the Licensed Software published by the First Party’s web page as defined in Appendix 1 hereto (www.celframe.com/support) according to the installation instructions provided by the First Party together with the updates and the First Party shall not be liable for any losses, damages, costs or expenses incurred by any party as a result of an insufficient testing of any update or any non-compliance by any party with the installation instructions. The Second Party as well as the end user shall be responsible for proper configuration of the software updating process to provide for the highest possible level of functional reliability.

32.1

This Agreement shall be governed by Malaysian law.

32.2

The parties agree that the Malaysian courts shall have non-exclusive jurisdiction in any dispute arising out of this Agreement, and each party waives any objection to the Malaysian courts exercising such jurisdiction, whether on the grounds of inconvenient forum or otherwise.

37.1

If the parties have an existing nondisclosure agreement, then that agreement, as well as below, apply to information exchanges. If not, then the following applies. Use of Confidential Information. For a period of five years after initial disclosure:

37.2

Disclosure if required by law. Each party may disclose the other’s Confidential Information if required to comply with a court order or other government demand that has the force of law. Before doing so, the disclosing party must seek the highest level of protection available and, when possible, give the other enough prior notice to provide a reasonable chance to seek a protective order.

37.3

Cooperation in the event of disclosure. Each party will immediately notify the other on discovery of unauthorized use or disclosure of Confidential Information. Each party will help the other party regain possession of the Confidential Information and prevent further unauthorized use or disclosure.

37.4

Right to use feedback. Either party may provide suggestions, comments or other feedback to the other party with respect to the other party’s products and Services. Feedback is voluntary and, even if designated as confidential, the party receiving feedback may use it for any purpose without obligation of any kind. The party receiving feedback will not disclose the source of feedback without the consent of the party providing it. Unless the parties specifically agree in writing, feedback will not create any confidentiality obligation.

37.5

Lead generation and privacy.

Celframe may assist Company with sales lead generation and support. The assistance may include access to information, tools, templates and reports. Celframe may also share leads with Company that contain customer Personal Information. “Personal Information” means any information that can be used to identify, contact, or locate a person. Personal Information includes a person’s name, address, e-mail address, phone number, fax number, financial information, account numbers, and government-issued ID numbers. Personal Information also includes information associated or combined with Personal Information (such as a personal profile, unique identifier, biometric information, or IP address). Company will only use Personal Information from Celframe- generated leads to sell products or Services of interest to the customer. Company will not use or share Personal Information from such leads for any other purpose unless Company first obtains customer’s consent. Company will take reasonable security measures to protect such Personal Information from unauthorized use, access, disclosure, alteration or destruction, including by its vendors. Security measures will include access controls, encryption and any other security means that are legally required. Company may share leads with Celframe so that it can assist with Company’s promotion and sale of Celframe products and Services. Company will comply with all applicable notice or consent laws before sharing the Personal Information with Celframe. All other Company data disclosed under the Program will be protected by the Privacy Statement at http://partner.celframe.com

37.6

Commercial E-mail. Company agrees that, as between Celframe and Company, Company is the “sender” of any commercial e-mail messages it sends to its customers unless otherwise agreed by the parties in writing.This includes but is not limited to any e-mails Company sends using e-mail templates provided by Celframe as part of the Celframe Materials, and any e-mails Company sends as part of a Celframe-funded campaign.

38.1

Celframe warrants that it will use reasonable care and skill to administer the Program. Company’s effort and resulting performance are under Company’s control. Celframe does not guarantee Company’s satisfaction with the Program or Company results. Except for loss and damage which cannot be limited or excluded under applicable law:

41.1

Verifying compliance

41.2

Business purposes.

Company enters this Agreement and acquires the related Services and Program Materials for business purposes only. The provisions of any applicable consumer protection legislation do not apply to this Agreement to the extent that legislation allows the parties to contract out of such legislation.

41.3

Consumer rights.

Nothing in this Agreement is intended to limit the rights of a consumer, as defined by applicable law. This Agreement is modified as necessary to reflect this intention. Consumers may benefit from certain rights or remedies, which may not be excluded under applicable law. If Company has any implied terms under law, despite the parties’ agreed exclusions and limitations in this Agreement, then to the extent permitted by law, Company’s remedies are limited as determined by Celframe:

(1) In the case of Services to either:

(2) In the case of goods to either:

42.1

Relationship of parties.
Any use of the term “partner” is for reference purposes only. The parties are independent contractors. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship and does not create a franchise. Neither Company nor any of its representatives may make any representation, warranty or promise on Celframe’s behalf.

42.2

No representations.
Company has not relied on any representations by Celframe about Celframe Materials in deciding to acquire them or to enter into this Agreement. Company warrants that it has relied on its own skill and judgment or that of Company’s advisers in relation to these matters. However, neither party limits or excludes liability for fraudulent misrepresentations.

42.3

Notices.
Notices may be provided either by electronic or physical mail. The contact person(s) identified in the Program profile will receive notices at the address provided by Company. Each party may change the persons to whom notices will be sent by giving notice to the other.

42.4

Applicable law.

Applicable law, jurisdiction and venue for this Agreement are identified below. This choice of jurisdiction and venue does not prevent either party from seeking injunctive relief for a violation of intellectual property rights, confidentiality obligations or enforcement of recognition of any award or order. Injunctive relief or enforcement of recognition may be sought in any appropriate jurisdiction.

(1) Generally. the laws of the State of Kuala Lumpur govern this Agreement. If federal jurisdiction exists, the parties consent to exclusive jurisdiction and venue in the federal courts in Kuala Lumpur,Malaysia. The parties consent to exclusive jurisdiction of Malaysian Courts.

42.5

Attorneys’ fees. If either Celframe or Company employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.

42.6

Compliance with laws

42.7

Assignment. Either party may assign this Agreement to an Affiliate. If either party assigns this Agreement, it must notify the other in writing. Any other assignment requires prior written approval of the other party.

42.8

Waiver. A party’s delay or failure to exercise any right or remedy will not result in a waiver of that or any other right or remedy.

42.9

Sever ability. If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

42.10

Integration and modification.

42.11

Language. Celframe offers this Agreement in several languages. The language version in which Company accepts this Agreement will control. The parties must agree that this Agreement, and any associated Program documentation, be written and signed in English.

42.12

Order of precedence: Program Guide, Addenda. If there is a direct conflict between the Agreement and the Program Guide not resolved explicitly on the face of those documents, then the Agreement will control, but only to the extent of that conflict. If a particular subject is addressed in the Program Guide and not in the Agreement, then the terms of the Program Guide will control. If there is a direct conflict between the Agreement and any separate addendum to the Agreement not resolved explicitly on the face of those documents, the terms of the addendum will control, but only to the extent of that conflict. If a particular subject is addressed in the addendum to the Agreement and not in the Agreement, then the terms of the addendum will control.