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Business Associate Agreement (BAA)

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Old 06-10-2010, 13:29   #1
Aykut Özdemir

 
Varsayılan Business Associate Agreement (BAA)

BUSINESS ASSOCIATE AGREEMENT (BAA)

This BUSINESS ASSOCIATE AGREEMENT (BAA) entered into at ___ on this ___ day of _______________ 2010.
BETWEEN
Alliance Cross Border Synergos Management Consultants Pvt. Ltd., a Private Limited Company, represented by its authorized representative, Mr. _____________ and having its registered office at _____________________________, hereinafter referred as ‘Party 1’
AND
______________, a Private Limited Company, represented by its authorized representative, ____________ and having its registered office at _________________________, hereinafter referred as ‘Party 2’

The terms Party 1 and Party 2 are hereinafter jointly referred to as the ‘Parties’ and shall mean and include wherever the context so permits, their legal representatives, power agents, employees, executors, administrators and successors in interest and person or persons claiming through or under them.

WHEREAS the Party 1 is carrying on the business of rendering consultancy services to foreign companies for their businesses in India.

WHEREAS the Party 2 is carrying on the business of _______________________ especially for foreign companies doing business in ____________________________.

WHEREAS the Party 2 hereto has agreed to work as an Associate with the Party 1, in order to represent the Party 1 and support the business interests and being the intermediary to ensure a better understanding between the client and the Party 1.

WHEREAS the Parties have mutually agreed to reduce into writing, the broader terms and conditions agreed between them, as follows:

1. RELATIONSHIP OF THE PARTIES:

1.1 It is agreed upon between the Parties that this is a commercial agreement and does not in any manner create a relationship of a partnership or joint venture.
1.2 It is agreed that with this BAA, is non-exclusive and the Party-1 hereto shall be entitled to deal with, associate or do business activities in the area of Mumbai, India shall be operated by Party 1 and such activities anymanner whatsoever, with any other party or person in Turkey shall be operated by Party 2. Parties are also shall be entitled to have operations related to this contract in related territories.

2. TERM

2.1 The term of this BAA shall be one year from the date of execution. If either Party wishes to extend this Agreement, he shall notice, in writing, the other party one month prior to its expiration to which the consent of the other Party shall be required in writing. The agreement will be extended for periods of one year subsequently on the same terms and conditions.
2.2 In case, due to any project in progress at the time of expiry of this BAA, this BAA shall automatically be deemed to be extended on the same terms and conditions, until such time that both the Parties so desire.

3. COMMERCIAL TERMS:

3.1 Both parties shall be entitled to receive as a ‘Referral Fee’, ------ % (----- percent) of the Net Invoice Value of the business contracts procured by the other party from the customers.
3.2 In case of delay in payment, delaying party shall pay two (2) percent of “Referral Fee” of the Net Invoice Value to the other party for each day of delay in payment.
3.3 Both parties may agree to make an advance payment to other party. In case mutual agreement about an advance, a payment shall be made when signing a contract with a clientele/third party in one's place of business according to article. 1.2 . The amount of advance payment shall be ....... % ( ----- percent) of the 'Referral Fee'.
3.4 The amount of advance payment will be reduced from the first referral fee.
3.5 Net Invoice Value excludes the following
3.5.1 All taxes and duties, other than taxes on the income of Parties.
3.5.2 Out of pocket expenses reimbursed by the customer.
3.6 Such Referral Fee shall be payable by Parties, within 15 (fifteen) days of receipt of such Money received from the customer. The Referral Fee shall become due and payable only on receipt of the invoiced amounts including advances and not on the raising of the invoice or demand for advance.
3.7 The Parties agree that, in case of termination of this BAA, both Parties are entitled to receive the Referral Fee in respect of any business contracts procured by the other Party for a period of 2 (two) years from date of termination, except if otherwise agreed in writing.
3.8 Parties hereto agree that each party shall invoice to other party in conjunction with payment of ‘Referral Fees’

4. OBLIGATIONS OF PARTY 1:
4.1 Party 1 shall periodically update Party 2 about its business activities and notify in writing in 15 (fifteen) days after such update.
4.2 Party 1 shall always be prompt, professional and transparent in its dealings with the clientele introduced by Party 2. Party 2 shall be entitled to demand all kinds of records and commercial registers relating to the business activities relating to the customer referred by the Party 2 performed by Party 1 during the term of this agreement.
4.3 Party 1 shall give a true and fair account of the transactions with the clientele introduced by Party 2.
4.4 Party 1 shall keep Party 2 informed about any change in any of the services provided by Party 1, especially about the services which are withdrawn by Party 1.
4.5 Party 1 hereto agrees that it shall inform Party 2 about any change in constitution of its organization within 15 (fifteen) days from such change.

5. OBLIGATIONS OF PARTY 2:

5.1 Party 2 shall promote and represent Party 1 to their respective clients in the following manner:
5.1.1 identification of organizations that could be potential clients of Party 1 and bringing the clients to Party 1.
5.1.2 informally assist Party 1 in negotiating any contract for services to be provided by Party 1;
5.1.3 informally assist Party 1 to arrive at an amicable settlement in case of any dispute that may arise between Party 1 and any client introduced by Party 2;
5.1.4 informally assist Party 1 during the tenure of the contract in order to ensure the smooth rendering of services by Party 1.
Provided however that, in case a request for organization or participation in any specific promotional event is made by Party 1, the pre-approved costs so involved shall be paid in advance by Party 1.

6. NON-COMPETE OBLIGATIONS OF THE PARTIES:

6.1 The Parties hereto agree and undertake that during the term of this BAA and for a period of one year from termination or determination of this BAA, the Parties hereto shall not, by themselves or through their associates and/ or group companies, directly or in independence, contact, approach, associate, deal with or otherwise enter into any business relation or arrangement, in any manner whatsoever, with the employees, associates, clientele, existing partners, potential joint venture partners, etc. which are introduced by the other Party, failing which the defaulting Party shall be liable to compensate the other Party for all losses and damages suffered by the aggrieved Party, including any future losses, in accordance with the laws of the country of the aggrieved/ non-defaulting party.
6.2 In case either Party is approached directly by the employees, associates, clientele, existing partners, potential joint venture partners, etc. which are introduced by the other Party, the concerned Party shall immediately inform in writing to the other Party about such employee, associate, client, existing partner, potential joint venture partner, etc. to the other Party.


7.TERMINATION:

7.1 This BAA shall automatically stand terminated under the following circumstances:
7.1.1 Notwithstanding anything contained in this BAA, if the other Party;
7.1.1.1 winds up its operations; or
7.1.1.2 get acquired or amalgamated or merged into another entity; or
7.1.1.3 sells its business to another party or person; or
7.1.1.4 involves in any illegal or immoral activity.
7.2 Either Party may terminate this BAA in case the other Party fails or defaults in complying with the terms of this BAA, provided however that, the terminating party shall give at least 15 (fifteen) days written notice to the other Party to rectify such default.
7.4 In the event of termination, parties agrees and undertakes that, without the requirement of any written request from the other party, they shall;
7.4.1 return all ‘Confidential Information’ provided by the other party pursuant to this BAA or otherwise, within seven days from termination of this BAA.
7.4.2 no copies or reproductions of the ‘Confidential Information’ provided by the other party are retained by the other, in any form or manner, as soon as practically possible, destroy any ‘Confidential Information’ which cannot be returned to other party.

8. GENERAL PROVISIONS:

8.1 The provisions of this BAA shall supersede and prevail over any other arrangements, either oral or written.
8.2 This BAA shall not be amended except in writing, signed by the parties hereto or their duly authorized agents.
8.3 The Parties hereto shall maintain absolute confidentiality about this BAA and the contents thereof and shall not provide copies of this BAA to any third party, except as contemplated under this BAA.
8.4 Party 2 agrees that it shall immediately and in writing notify the ‘Discloser’ if it becomes aware of any actual, suspected, likely or threatened theft, loss, damage or unauthorized access, use or disclosure of or to any ‘Confidential Information’; Party 1 agrees that in occasions mentioned above Party 2 has no legal responsibility.
8.5 Both Parties unconditionally agrees to indemnify the other Party fully for all loss the Party caused by any breach of this contract.
8.6 Both Parties agree that monetary damages may not be a sufficient remedy for a breach and therefore the aggreived Party shall also be entitled to any injunctive relief.
8.7 Parties hereto agree to entitle each other with an authorization certificate in order to represent each other before third parties about their main purposes and field of business.
8.8 Parties shall not be in a relation to any other third parties in the above mentioned territories. Direct enquiries, if any, will be referred to the other party. However, should any other parties wish to deal with one of the parties directly, that party may do so. But that party shall send to the other party a copy of Contract Confirmation and give other party _____% commission on the basis of the net invoice value of the transaction(s) concluded.

9. DISPUTE RESOLUTION:

9.1 In the event of any dispute arising under or by virtue of this BAA or any difference of opinion between the parties concerning their rights and obligations under this BAA, the parties shall use their best efforts to resolve such dispute or difference amicably by discussion and mutual accord. If the dispute cannot be resolved in this manner within fifteen (15) days, the parties shall arrange a meeting between appropriate representatives designated by each party, who shall have an additional fifteen (15) days to resolve the dispute or difference. If the dispute or difference is not settled within the thirty (30) days period, then, such dispute or difference shall be referred to a sole arbitrator under the Arbitration laws in force in the country of the non-defaulting Party or the claimant.
9.2 The Venue of arbitration shall be at Ankara, Turkey
9.3 The language of Arbitration shall be English only.
9.4 The cost of Arbitration shall be borne, in the first instance, against the Party against who such award is passed and in case the award is passed against both the Parties in part, such cost shall be borne equally by both the Parties in respect of which the decision of the Arbitrator shall be final.
9.5 The decision made under Arbitration shall be final and binding on both Parties.


IN WITNESS WHEREOF the parties herein above have signed this agreement on the day, month and year mentioned herein above




__________________________
_____________
Party 1




__________________________
_____________
Party 2
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