Channel Partner Agreement

CHANNEL PARTNER AGREEMENT

This Channel Partner Agreement ("Agreement") is made and executed at [Place] on this [Day] day of [Month], [Year].

BETWEEN

[Company Name], a company incorporated under the Companies Act, 2013, having its registered office at [Registered Address] (hereinafter referred to as the "Company", which expression shall, unless repugnant to the context, include its successors and assigns) of the ONE PART;

AND

[Channel Partner Name], [an individual / a proprietorship / a partnership firm / a company] having its principal place of business at [Partner Address] (hereinafter referred to as the "Channel Partner", which expression shall, unless repugnant to the context, include its successors and permitted assigns) of the OTHER PART.

The Company and the Channel Partner are hereinafter individually referred to as a "Party" and collectively as the "Parties".

WHEREAS the Company is engaged in the business of [describe products/services] and desires to appoint the Channel Partner to market, promote, distribute and sell the Products in the Territory on the terms set out herein, and the Channel Partner has agreed to accept such appointment.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Appointment. The Company hereby appoints the Channel Partner as its [non-exclusive / exclusive] channel partner to promote, distribute and sell the Products described in Schedule A within the territory of [Territory] (the "Territory"), and the Channel Partner accepts such appointment.
2. Term. This Agreement shall commence on [Start Date] and remain in force for a period of [Number] years, unless earlier terminated in accordance with Clause 9, and may be renewed by mutual written consent.
3. Sales Targets. The Channel Partner shall use best efforts to achieve the minimum sales targets set out in Schedule B for each [quarter / year]. Failure to meet targets for [two] consecutive periods shall entitle the Company to review or terminate this appointment.
4. Pricing and Payment. The Company shall supply Products at the prices in Schedule A. The Channel Partner shall make payment within [Number] days of invoice. All prices are exclusive of GST and other applicable taxes, which shall be borne by the Channel Partner.
5. Commission / Margin. The Channel Partner shall be entitled to a [commission / margin] of [Percentage]% on net sales, payable [monthly/quarterly] subject to deduction of applicable TDS under the Income-tax Act, 1961.
6. Obligations of the Channel Partner. The Channel Partner shall: (a) promote the Products diligently and maintain adequate sales infrastructure; (b) not misrepresent the Products; (c) comply with all applicable laws and the Company's policies; and (d) not sell competing products without the Company's prior written consent.
7. Obligations of the Company. The Company shall supply Products in a timely manner, provide marketing support, product training and warranty coverage as per its standard policy.
8. Intellectual Property. The Channel Partner shall use the Company's trademarks, trade names and marketing material solely for promoting the Products and shall acquire no rights therein.
9. Termination. Either Party may terminate this Agreement by giving [Number] days' written notice. The Company may terminate forthwith on material breach, insolvency or failure to meet sales targets. Upon termination, the Channel Partner shall cease using the Company's marks and settle outstanding dues.
10. Confidentiality. Each Party shall keep confidential all proprietary information disclosed under this Agreement and shall not use it except for performance hereof.
11. Indemnity and Liability. The Channel Partner shall indemnify the Company against losses arising from its acts, omissions or misrepresentations. Neither Party shall be liable for indirect or consequential damages.
12. Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of India. Disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated at [City], and courts at [City] shall have exclusive jurisdiction.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.