VENDOR AGREEMENT

This Vendor Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [NAME OF THE COMPANY], (the “Company”), a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

AND: [NAME OF THE VENDOR], (the “Vendor”), an individual with his main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

Collectively, the Company and Vendor shall be referred to as the “Parties.”

WHEREAS, the Company desires to engage the Vendor for the purpose of supplying Products [SPECIFY PRODUCTS] or Services [SPECIFY SERVICES] as mentioned and described in EXHIBIT A GOOD/SERVICES;

WHEREAS, the Vendor is interested in supplying the Products/performing the Services that the Company wishes;

WHEREAS, both the Parties wish to evidence their contract in writing and both the Parties have the capacity to enter into and perform this contract;

NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

INCORPORATION OF RECITALS

The

arties agree that the Recitals are true and correct and are incorporated into this Agreement as though set forth in full.

RELATIONSHIP

The

Vendor

acknowledges that they are solely an Independent Contractor

and

not an employee, agent, partner or joint venture of the

Company

. The

Company

will provide the

Vendor

with the details of the Services

/Products

it wants the

Vendor

to undertake and

supply/

perform henceforth. The

Company

shall not withhold any taxes or any amount or payment due to the

Vendor

and which it owes to the

Vendor

in regard to the

ervices rendered by it to the

Company

TERM

The present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of

[

NUM

BER OF

MONTHS]

months starting from the

ffective

ate hereof and shall terminate at the expiration of the

erm hereof.

SERVICES

/PRODUCTS

The

Vendor

shall provide such

ervices

roducts

as mentioned in

xhibit

A attached to the present Agreement.

PAYMENT

As consideration for, and subject to

the

Vendor

’s continued performance of, all of the

Vendor

Services,

the

Vendor

will receive a lump sum cash fee of

[AMOUNT]

for each full calendar month during which

the

Vendor

provides

the

Vendor

’s

Services to the

Company

The said payment shall be paid via

[

SPECIFY MODE

OF PAYMENT]

VENDOR’S DOCUMENTATION

At the time of Vendor

egistration and/or at any time thereafter and/or from time to time as may be required, the

Company

may seek information, data or documents as may be specified by the

Company

which clearly and unambiguously verif

the details, including the Vendor’s

ank

ccount provided by Vendor at the time of registration with or at any subsequent date.

The

Company

has the right to reject any one or more of the documents submitted by

the

Vendor and may ask for other documents or further information.

WARRANTIES BY THE VENDOR

The Vendor warrants that t

he signatory to the present

greement has the right and full authority to enter into this Agreement with the

Company

and the

greement so executed is binding in nature.

All obligations narrated under this Agreement are legal, valid,

binding,

and enforceable in law against

the

Vendor.

There are no proceedings pending against the Vendor, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement

The Vendor warrants that

it is an authorized business establishment and hold

all the requisite permissions, authorities,

approvals,

and sanctions to conduct its business and to enter into

the

present

greement with the

Company

The Vendor

shall

always

ensure compliance with all the requirements applicable to its business and for the purposes of this

greement including but not limited to Intellectual Property

ights. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities.

The Vendor warrants t

hat it has adequate rights under relevant laws including but not limited to various Intellectual Property

egislation(s) to enter into this Agreement with the

Company

and

perform the obligations contained herein and that it has not violated/infringed any

ntellectual

roperty rights of any third party

LIMITATION OF LIABILITY

It is expressly agreed by the Vendor that the

Company

shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor or any other

arty whomsoever, arising on account of any transaction under this Agreement.

The Vendor agrees and acknowledges that it shall be solely liable for any claims, damages,

allegation

arising out of the Products/Services and shall hold the

Company

harmless and indemnified against all such claims and damages. Further

the

Company

shall not be liable for any claims

damages arising out of any negligence,

misconduct,

or misrepresentation by the Vendor or any of its

epresentatives.

The

Company

under no circumstances shall be liable to the Vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Vendor has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss

business, unless such loss or damages

are

proven by the Vendor to have been deliberately caused by the

Company

CONFIDENTIALITY

Definition: “Confidential Information” means any proprietary information, technical data, trade secrets or know-how of the

Company

, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, customer lists and customers (including, but not limited to, customers of the

Company

on whom

the

Vendor

called or with whom

the

Vendor

became acquainted during the Term of his performance of the Services), markets, finances or other business information disclosed by the

Company

either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to

the

Vendor

at the time of disclosure to

the

Vendor

by the

Company

as evidenced by written records of

the

Vendor

, (b) has become publicly known and made generally available through no wrongful act of

the

Vendor

, or (c) has been rightfully received by

the

Vendor

from a third party who is authorized to make such disclosure.

Non-Use and Non-Disclosure.

The

Vendor

shall not, during or

after

the Term of this Agreement: (i) use the

Company

’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the

Company

, or (ii) disclose the

Company

’s Confidential Information to any third party. It is understood that said Confidential Information is and will remain the sole property of the

Company

The

Vendor

shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information.

The

Vendor

, his/her servants, agents, and employees shall not use,

disseminate,

or distribute to any person, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manager then appointed by the

Company

. Upon termination of this Agreement, or at any time thereafter,

the

Vendor

and his/her servants, agents, and employees shall promptly return to the

Company

, or upon the request of the

Company

shall destroy or delete, all such tangible and intangible Confidential Information, including, but not limited to, any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by

the

Vendor

pursuant to his/her performance of the Services or otherwise belonging to the

Company

. If requested by

the

Company

, upon the termination or expiration of this Agreement with the

Company

the

Vendor

agrees to and shall execute and deliver a termination certification attesting to the performance of the terms and conditions of this

ection

which may be provided by

the

Company

in its sole discretion and timing.

NON-COMPETITION AND NON-SOLICITATION

The

Vendor

shall not,

directly,

or indirectly, engage in soliciting of the existing or potential

business

of the

Company

. It shall also not market its own

ervices to the existing or potential

business

of the

Company

. The

Vendor

hereby further covenants and agrees that during the Term of this Agreement, and for a period of

[

NUMBER OF

YEARS]

years following the termination of this Agreement, the

Vendor

shall not, for whatever reason, either individually or in partnership or jointly or in conjunction with any

erson as a

Vendor

, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used or employed by any person engaged in or concerned with or interested in

business similar to that of the

Company

nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for, any

ervices similar to or competitive with the

ervices being rendered within the Territory to the existing or potential

clients

of the

Company

The

Vendor

acknowledges that the res

trictions contained in Section 10

are

reasonable and valid and necessary for the protection of the business and operations of the

Company

and that any breach of the provisions will cause the

Company

substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to the

Company

Accordingly, it is expressly agreed by the

Vendor

that in the event of any such breach, in addition to any other remedies which may be available to it, the

Company

shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin the

Vendor

from any further breach of the terms hereof

and the

Vendor

hereby waives all

defenses

to the strict enforcement by the

Company

of the restrictions herein.

The

Vendor

shall not during the

erm of the Agreement and

[

NUMBER OF

YEARS]

years thereafter solici

t or poach upon any employee

of the

Company

TAXES

The

Vendor

shall be responsible for paying its own taxes and the

Company

shall not deduct any statutory taxes from the compensation that it offers to the

Vendor

The

Vendor

shall not be eligible for any

other

allowances.

RIGHT TO INJUNCTION

The

arties hereto acknowledge that the

ervices to be rendered by the

Vendor

under this Agreement and the rights and privileges granted to the

Company

under

the Agreement are of a special

, unique, extraordinary and unusual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the

Vendor

of any of the provisions of this Agreement will cause the

Company

irreparable injury and damage. The

Vendor

expressly agrees that the

Company

shall be entitled to injunctive and other equitable relief in the event of or to prevent a breach of any provision of this Agreement by the

Vendor

. Resort to such relief,

however,

shall not be construed to be a waiver of any other rights or remedies that the

Company

may have for damages or otherwise. The various rights and remedies of the

Company

under this Agreement or otherwise shall be construed to be cumulative and no one of them shall be exclusive of any other or of any right or remedy allowed by law.

INDEMNIFICATION

The

Vendor

hereby agrees to defend, indemnify and hold harmless the

Company

against any liability, losses, damages or costs (including any legal costs) incurred or suffered by the

Company

as a result of any breach, negligent act or omission or

willful

default on the part of the

Vendor

, or its Representatives arising either directly or indirectly from the performance (or non-performance) by the

Vendor

or any of its Representatives of any obligations under this Agreement.

TERMINATION

The

Company

shall have the right to terminate this Agreement with immediate effect, if:

The

Vendor

fails to perform any material obligations under this Agreement, and such failure continues unheeded within a period of

[

NUMBER OF

DAYS]

days following receipt of written notice of such failure, or

By giving

[

NUMBER OF

MONTHS]

months

’

written notice to other

arty, with or without assigning any reasons.

The Agreement may be terminated by the

Vendor

by providing a written notice of

[

NUMBER OF

DAYS]

days to the

Company

The accounts of the

Vendor

shall be settled in the manner mutually agreed by both the

arties.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such.

INTELLECTUAL PROPERTY RIGHTS

If at any time during the

erm of this Agreement, the

Vendor

participates in the making or discovery of any Intellectual Property directly or indirectly relating to or capable of being used by the

Company

, full details of the Intellectual Property shall immediately be disclosed in writing by the

Vendor

to the

Company

and the Intellectual Property shall be the absolute property of the

Company

At the request and expense of the

Company

, the

Vendor

shall give and supply all such information, data, drawings and assistance as may be necessary or in the opinion of the

Company

desirable to enable the

Company

to exploit the Intellectual Property to the best advantage (as decided by the

Company

). The

Vendor

shall execute all documents and do all things which may, in the opinion of the

Company

, be necessary or desirable for obtaining copyright, design or other protection for the Intellectual Property and for vesting the same in the

Company

, as the

Company

may direct.

NOTICES

Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email

the email address as provided by the

arties and shall be considered sent when the email is sent to the correct email address of the

arty or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the

arty for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions. In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7

) Business Day following resumption of regular postal service:

If to the

Vendor

: ___________________

If to the

Company

: _

__________________

Either

arty may change its address/email address for notices and other communications upon notice to the other

arty in the manner aforesaid.

FORCE MAJEURE

The

Parties are

not liable for any failure to perform due to causes beyond

their

reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

AMENDMENT OF AGREEMENT

This Agreement may be amended by, and only by, a written resolution setting forth in detail

the amendment

and signed by

all

the

arties.

ASSIGNMENT

The Vendor shall have no right to (a) assign this

greement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the

ervices without

the

Company

’s prior written consent

which may be withheld as

Company

determines in its sole discretion. Any such purported assignment shall be void. The

Company

at its sole discretion may assign this

greement to any third party.

This Agreement shall be binding upon and

inure

to the benefit of the

arties hereto and their respective successors and permitted assignees. Any attempted assignment in violation of this

ection shall be void and of no effect.

REPRESENTATIONS AND WARRANTIES

Both P

arties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third

party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.

WAIVER

The failure by either Party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

SEVERABILITY

In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

ALTERNATIVE DISPUTE RESOLUTION

The Parties to this

greement agree to attempt in good faith to resolve any conflicts

disputes, or claims arising out of this Agreement by negotiation. If applicable,

the

Parties agree to consider the utilization of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties.

LEGAL AND BINDING AGREEMENT

This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in [

STATE/PROVINCE

]. The Parties each represent that they have the authority to enter into this Agreement.

MISCELLANEOUS

Termination of this

greement for any cause whatsoever shall not release a

arty from any liability which, at the time of termination, has already accrued to the other

arty or which may thereafter accrue in respect of any act or omission prior to such termination.

Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this

greement or of any clause.

Each

arty shall co-operate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time

carry out, give effect to and confirm their rights and the intended purpose of this

greement.

The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The words “hereof

” “herein

” “hereunder” and similar expressions used in any section of this Agreement relate to the whole of this Agreement (including any schedules attached hereto) and not to that section only, unless otherwise expressly provided for or the context clearly indicates to the contrary. Words importing the singular number only will include the plural and vice versa and words importing the masculine gender will include the feminine and neuter genders and vice versa. The words “including” will mean “including without limitation

”

LANGUAGE AND GOVERNING

LAW

This Agreement shall be governed by and construed and enforced in accordance with the laws of the [

tate

rovince

] of [STATE/PROVINCE], which law shall prevail in the event of any conflict of the

arties.

The

arties hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the

arties relating to this Agreement be drafted in English.

ENTIRE AGREEMENT

This

greement

along with all the Exhibits

constitutes the entire understanding and agreement of the

arties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the

arties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. The delivery by email transmission of an executed counterpart will be deemed to be valid execution and delivery of this Agreement

and each

arty hereto undertakes to provide each other

arty hereto with a copy of the Agreement bearing original signatures as soon as possible after delivery of the email copy.

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

COMPANY VENDOR

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A

GOODS/SERVICES

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