This Merchant Service Agreement (“Agreement”) is made and entered into at [●] on this [●] day of [●], 2023 (“Effective Date”) between:
Newbazaar Technologies Pvt Ltd, a company incorporated under the provisions of the Companies Act, 2013, having its registered office at We Work Raheja Platinum, Sag Baug Road, Off Andheri Kurla Road, Marol, Andheri East, Mumbai, Maharashtra, India, 400059 (hereinafter referred to as the “Company” or “ShopSe”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the FIRST PART
AND
[●], a company incorporated under the provisions of the Companies Act, 2013, having its registered office at [●] (hereinafter referred to as the “Merchant”, which expression shall unless it be repugnant to the subject or context thereof, include its successors and permitted assigns), of the OTHER PART;
ShopSe and the Merchant shall be individually referred to as a “Party” and collectively as “Parties”.
Whereas:
ShopSe is engaged in the business of developing and providing technology and facilitation services related to Credit Facility (defined in the Agreement) offered by the Lenders (defined in the Agreement) through its Platform (defined in the Agreement). Customers can avail the Credit Facility (extended by Lenders) through ShopSe’s Platform to purchase the Products (defined in the Agreement) offered by the Merchant. ShopSe also partners with different Payment Aggregators (defined in the Agreement) to facilitate the Transactions done using ShopSe’s Platform and Settlement of funds to the Merchant;
The Merchant is engaged in the business of [●], as further outlined in Appendix A; and
The Merchant is desirous of availing ShopSe’s Services through its Platform, as further detailed in the Agreement.
Now, based on mutual covenants and promises set forth, the Parties are desirous of entering into this Agreement, based on the terms and conditions mentioned herein.
Definitions & Interpretations
In this Agreement, unless the context otherwise requires, the following words and expressions shall bear the meanings ascribed to them below:
“Act” means the Payment and Settlement Systems Act, 2007 and the rules, regulations, guidelines and notifications framed and/or issued thereunder.
“Acquirer” shall mean entities, including but not limited to banks, financial institutions and Card Payment Networks, authorised under the Act to operate Payment Systems and to acquire authorize and authenticate the online payments for the Transactions.
“Affiliate” in relation to a Person, means any other Person, directly or indirectly Controlling, Controlled by, or under Common Control of or with, that Person or any Person or entity forming part of such Person. If such Person is an individual, the term Affiliate shall include a relative of such individual;
“Control” means, with respect to any Person: (i) the ownership of more than 50% (Fifty per cent) of the equity shares or other voting securities of such Person; or (ii) the possession of the power to direct the management and policies of such Person; or (iii) the power to appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person by virtue of ownership of voting securities or management or contract or in any other manner, whether directly or indirectly, including through one or more other Persons; and the term “Common Control” and “Controlled by” shall be construed accordingly;
“Agreement” means this agreement along with schedules hereto as amended from time to time.
“Applicable Law” means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandates of any applicable central, national, state or local Governmental Authority including the Reserve Bank of India (“RBI”) having competent jurisdiction over, or application to the Party or subject matter in question.
“Activation Date” means the date on which the Merchant starts availing Services.
“Chargeback” shall mean the approved and settled Transactions which are at any time refused, debited, or reversed from the Merchant’s account or from the Merchant’s Settlement Amount by the Payment Aggregator or Lender(s) for any reason whatsoever, together with the bank fees, penalties and other charges incidental thereto.
“Chargeback Amount” shall mean the aggregate amount that is refused, debited, or reversed by the Payment Aggregator, the Lender, Acquirer or Issuer pursuant to a Chargeback.
“Chargeback Documents” has the meaning ascribed to the term in Schedule I.
“Credit Facility” shall mean credit/loan facilities provided by the Lender to the Customers, through the Platform, based on their internal eligibility checks.
“Customer” shall mean the customer of the Merchant, who purchases (or wants to purchase) the Products and pays (for such Products) using the Credit Facility extended by the Lender through the Platform using the services of a Payment Aggregator or by itself.
“Dashboard” is a part of ShopSe’s Platform which establishes an electronic information management tool that visually tracks, displays and stores metrics and data points pertaining to Transactions.
“Facility Providers” includes banks, financial institutions, financing partners, and technology service providers, including Acquirers, banks, payment aggregators, payment gateways, and Card Payment Networks, facilitating the Transaction or any part thereof.
“Force Majeure Event” means any event, not within the reasonable control of the Party affected, which that Party is unable to prevent, avoid or remove by the use of reasonable diligence. For the purposes of this Agreement, a Force Majeure Event shall comprise the following events and circumstances namely: war, hostilities, invasion, armed conflict, an act of a foreign enemy, embargoes, riot, insurrection, prolonged labour stoppages, outages and downtimes systems failures experienced by the Lender and/or the Payment Aggregator, revolution or usurped power, acts of terrorism, sabotage, nuclear explosion, earthquakes, fires, typhoons, storms and other natural catastrophes.
“Governmental Authority” means any central or state government or other political subdivision thereof and any entity, including any regulatory or administrative authority or court/tribunal, exercising executive, legislative, judicial or quasi-judicial, regulatory or administrative or quasi-administrative functions of or pertaining to government.
“Issuer” means (i) a bank or financial institution that offers and/or issues cards on behalf of the Card Payment Networks, such as inter alia Visa, MasterCard or American Express; (ii) a bank that offers accounts; and (iii) an entity authorised under the Act to issue a Prepaid Payment Instrument.
“Merchant Store” means physical or online retail presence operated by the Merchant in India or people assigned by the Merchant to sell on its behalf in India. Also includes the Sub Merchants that use “the Merchant Store” platform to sell in India.
“MDR” means “Merchant Discount Rate” is the rate charged to the merchant for digital payment processing services as per RBI guidelines.
“Escrow/ Nodal Account” is an account held by the Payment Aggregator with a bank for the purpose of receiving the Transaction Amount from the Lender(s) and affecting Settlements to the Merchant or the Merchant’s third-party vendor(s) (where authorised by the Merchant and ShopSe).
“Fraudulent Transaction” shall mean any Transaction where the Customer reports (to ShopSe, the Merchant, the Lender, Payment Aggregator, or any other entity) an unauthorised debit of their Payment Instrument, or if the Merchant collaborates, supports, or assists a Customer in conducting or committing any unauthorized or fraudulent Transaction, or if the Merchant submits false or fabricated Transaction details, or if the QR codes installed by ShopSe at Merchant’s premises/site are used or manipulated in any manner resulting in an unauthorized or fraudulent transaction, and any other similar instances as may reasonably be determined, by ShopSe, to be fraudulent in nature.
“Bank Working Days” means days on which the bank is operational to undertake Settlements through the Escrow/Nodal Account.
“NPCI” means the National Payments Corporation of India constituted under the Act.
“OFAC” means the Office of Foreign Assets Control constituted under the law of the United State of America.
“Payment Instrument” includes credit card, debit card, bank account, Prepaid Payment Instrument or any other instrument issued under Applicable Law, used by a Customer to pay the Transaction Amount.
“Payment System” has the meaning ascribed to the term in the Act.
“Permissible Deductions” includes credit card, debit card, bank account, Prepaid Payment Instrument(s) or any other instrument issued under Applicable Law, used by a Customer to pay the Transaction Amount.
“Payment Aggregator” refers to third-party payment aggregators [as defined under the RBI’s ‘Guidelines on Regulation of Payment Aggregators and Payment Gateways’ dated 17 March 2020 (as may be amended from time to time)], that ShopSe has partnered with to facilitate payment collection and Settlement services to the Merchant.
“Payment Aggregator Agreement” refers to the Agreement(s) entered into by ShopSe with its Payment Aggregator(s) for seeking payment collection and Settlement services, towards the Merchant.
“Person” includes an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated organisation, a joint stock company, a bank, a non-banking financial company or other entity or organisation, including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity;
“Personal Data” for the purposes of this Agreement means both ‘personal information’ and ‘sensitive personal data or information’ as defined under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 as maybe amended from time to time, or defined under any other Applicable Law.
“Platform” refers to ShopSe’s mobile application and website named www.getshopse.com owned and operated by ShopSe, either individually or collectively, as the context permits.
“Platform Fee” refers to the fee payable to ShopSe for providing its Platform as well as its Services to the Merchant, and is further detailed in Schedule-III.
“Products” means the goods or services of the Merchant purchased by the Customer using the Credit Facility, except for the category of prohibited offerings listed in Schedule II.
“Proof of Delivery” means all records which evidence the delivery and fulfilment of all Transactions initiated through the Platform.
“Refund(s)” means the processing of the Merchant’s request to ShopSe, through the option available on the Dashboard, for returning the Transaction Amount (or part thereof) to the Payment Instrument which was used for effecting the payment of the Transaction Amount.
“RBI” means the Reserve Bank of India constituted under the Reserve Bank of India Act, 1934.
“Services” or “ShopSe’s Services” are the Platform and technology Services provided by ShopSe to the Merchant, through which the Customers can avail the Credit Facility (from Lenders) and other related services using the Platform as further set out in Schedule I.
“Settlement” means transfer of the Settlement Amount from the Lender via the Payment Aggregator to the Merchant.
“Settlement Amount” means the amount of the Transaction plus all other taxes, duties, costs, charges and expenses in respect of the Products that are to be paid by the Customer minus any discount on the Transaction that the Merchant may offer to ShopSe for each purchase of the Product by the Customer.
“ShopSe’s Materials” shall mean any/all materials provided by ShopSe to the Merchant for affixing in the Merchant Store (including but not limited to materials necessary for the operation of ShopSe’s Services and promotional material relating to ShopSe’s Services) for such duration as may be required by the Company.
“Subvention charges” means the amount that the merchant is ready to bear, equal to the interest amount charged by the lender, in order to provide affordable payment options on its platform.
“Tp” means date of charge / debit to the customer’s account against the purchase of goods / services.
“Ts” means the date of intimation by the Merchant to the Company about the shipment of goods.
“Td” means the date of confirmation by the Merchant to the Company about the delivery of goods to the customer.
“Tr” means the date of expiry of the refund period as fixed by the Merchant.
“Transaction” means an order or request placed by the Customer with the Merchant (or a third party vendor availing of the Merchant’s services) by paying the Transaction Amount to the Merchant, using ShopSe’s Services, to (i) purchase products or; (ii) avail of services.
“Transaction Amount” means the amount paid by the Customer in connection with the Transaction.
Scope & Services
ShopSe has partnered with Lender(s) who offer the Credit Facility to the Customer(s) through ShopSe’s Platform. Customer(s) can purchase the Merchant’s Products using the Credit Facility offered by the Lender(s) using ShopSe’s Platform. ShopSe uses the services of Payment Aggregator(s) and has entered into Payment Aggregator Agreements for the Transactions and for settling the Settlement Amount to the Merchant.
The Merchant acknowledges and agrees that the terms of this Agreement and ShopSe’s Services being received by it shall always be subject to the terms of the respective Payment Aggregator Agreement(s), since Payment Aggregators are RBI regulated entities.
To enable the Transaction, the Merchant shall collect Customers’ Personal Data (including name and phone number) and shall share this data with ShopSe and the Lender after ensuring that it has taken adequate consent from the Customers to do so. ShopSe and the Lender require the data so collected and may also collect further Personal Data for:
ShopSe to onboard the Customers on the Platform; and
Lenders to extend Credit Facility to the Customers.
The Lender has the sole discretion to extend any Credit Facility to the Customers based on the Lender’s policies and the Customer’s creditworthiness. Neither the Merchant nor ShopSe shall have any role to play in the Lender’s decision to extend the Credit Facility. Pursuant to the Lender’s decision, ShopSe and the Lender may execute a separate written instrument with the Customer to whom the Lender agrees to provide the Credit Facility.
The Parties hereby agree that the Merchant shall not be liable in the event the Customer fails to repay back the Credit Facility taken by such Customer from the Lender, except in cases where such default is caused, or any liability has arisen, due to any act or omission on behalf of the Merchant.
Subject to the terms of this agreement, ShopSe further agrees that the Credit Facility is rendered by the Lender to the Customer and is only facilitated by ShopSe, but the Transaction Amount (net of deductions mentioned in this Agreement such as Chargeback, Refunds and charges mentioned in Schedule I) shall be transferred in the Merchant’s account on behalf of the Customer, through the Lender directly or by availing the services of the Payment Aggregator (“Payment Aggregator Services”).
Unless and until the Lender has approved and disbursed the amount in lieu of the Credit Facility, the Payment Aggregator(s) have no responsibility or liability to provide the same to the Merchant. The Parties also agree that the Lender may not disburse the amount due to various reasons including but not limited to a discrepancy in the document(s) or information provided by the Customer/Merchant; non-permitted, fraudulent, erroneous, duplicate Transactions; violation of applicable laws; violation of sanctions (including US (including OFAC), EU, UN, and India imposed sanctions); or non-compliance with the terms of this Agreement.
ShopSe’s Limited Role – Notwithstanding anything contained in this Agreement, Parties agree and understand that:
the sole discretion to provide any Credit Facility to eligible Customers shall be of the Lender(s), based on the assessment and creditworthiness of such Customers, as ascertained by the Lender(s). ShopSe has no role to play in deciding the terms and conditions on which any Credit Facility shall be extended to any Customer. ShopSe is neither involved nor will participate in any lending activity and shall only provide the Platform for enabling Transactions between the Customer, the Lender(s), the Merchant and any Payment Aggregator(s) (as applicable). At no point in the entire Transaction shall ShopSe have access to or control over the flow of funds of the Customer.
Pursuant to the above, since ShopSe’s role is limited to facilitating the Transaction and Settlement, Parties agree and understand that ShopSe shall have no liability, of any nature whatsoever, in case –
where the Customer defaults in repaying any part of any Credit Facility extended to it by the Lender; or
where any of the Payment Aggregator(s) (as applicable) defaults or delays in settling the Settlement Amount to the Merchant(s); or
where any of the Payment Aggregator(s) (as applicable) defaults or delays in transferring any fund(s) from the Customer(s) or the Merchant(s) to the Lender(s); or
where the services of either ShopSe, the Merchant(s), or the Payment Aggregator(s) are facing any interruption, of any nature, either technical or otherwise, for the stipulated duration as agreed in this Agreement; or
where the Merchant(s) have not delivered the agreed Products to the customer(s);
of any Fraudulent Transaction(s) occurring on account of either the Customer(s), the Merchant(s) or the Payment Aggregator(s) (as applicable);
of any other loss or liability accruing to the Lender(s) due to the acts of the Customer(s), the Merchant(s) or the Payment Aggregator(s) (as applicable);
Merchant also acknowledges that nothing in this Agreement shall be construed to impose the responsibility in the nature of First Loss Default Guarantee (FLDG) (as described under the RBI’s Digital Lending Guidelines) upon ShopSe.
The Parties shall perform their respective duties and responsibilities (as specified in Schedule I) under this Agreement in such a manner so as to enable ShopSe to maximize the reach of its Services to the Customers (including by provision of value-added services).
Commercials/ Service Fee Payments
Payment Aggregator’s Role:
Subject to the terms of the respective Payment Aggregator Agreement(s), the Payment Aggregator shall settle each the Settlement Amount for each Transaction performed by the Customer in relation to the purchase of the Products using the Platform, as applicable, to the bank account of the Merchant, after deducting the Platform Fee as detailed in Schedule III for each Transaction and as per the Settlement terms stated in the Agreement (Timeline specified in Schedule I).
For this, the Merchant shall be required to provide all necessary Know-Your-Customer (KYC) documents to ShopSe and/or the Payment Aggregator.
In case, due to any regulatory reasons or usage of a third-party service provider or direct Settlement from the Lender(s), the amount is settled on a gross basis (without deducting the agreed charges or the Platform Fee) to the Merchant, the Merchant shall Refund the same as per the instructions of ShopSe.
Merchant Bank Account:
To use the Services, ShopSe may require the Merchant to submit valid bank account information for a bank account in the Merchant’s name that is held with a bank located within India (“Merchant Bank Account”).
The Merchant will use only a name that it is authorized to use in connection with the Services and will update such information as necessary to ensure that it remains accurate and complete at all times. ShopSe may require the Merchant to provide any such information as may be necessary for the facilitation of the Transaction, including all information necessary under Applicable Laws to conduct KYC of the Merchant.
The Merchant authorizes ShopSe to verify the information (including any updated information) by all means and to share this information with the Payment Aggregator for the purposes of carrying out Transactions in the manner as detailed in the Agreement.
The Merchant authorises ShopSe and/or Payment Aggregator to charge the Merchant Bank Account for any sums payable by the Merchant under this Agreement including taxes.
All payments made to the Merchant will be made to the Merchant Bank Account, via cheque or electronic transfers, or through any other means mutually agreed upon by both Parties.
Settlement Process
The Merchant agrees that ShopSe will not be responsible for any default, delay or failure of the Lender(s) or the Payment Aggregator(s) in settling any amount or the Settlement Amount that is due to the Merchant, for any reason whatsoever.
ShopSe shall not be responsible for any default, delay or failure in settling any amount or the Settlement Amount that is due to the Merchant for Merchant’s default such as incomplete or inaccurate information provided by the Merchant with respect to the Merchant Bank Account or any other relevant account information.
In the cases contemplated above, the Lender or the Payment Aggregator (as the case may be) shall transfer the outstanding Settlement Amount as per their own terms and conditions and policies, subject to the correct and rectified necessary information being provided by the Merchant.
The Merchant agrees and understands that the Settlement Amount will be transferred directly by the Lender(s) itself or through the Payment Aggregator in accordance with the regulatory requirement and industry practices.
The Merchant hereby irrevocably authorizes (for the tenure of the Agreement and/or till the final Settlement of all Transactions under this Agreement) ShopSe to provide necessary details and instructions to the Payment Aggregator and/or Lender on behalf of the Merchant for processing the payments to or from the Merchant under this Agreement.
The Merchant shall ratify the instructions provided by ShopSe and will not dispute or modify the instruction provided by ShopSe on its behalf. The Merchant shall raise all the queries in relation to the Transactions to ShopSe and not to the Payment Aggregator.
In addition to ShopSe’s aforesaid rights, ShopSe or the Payment Aggregator or Lender may instead choose to either:
offset any amounts including tax that are payable by the Merchant to ShopSe or the Payment Aggregator(s) or Lender(s) against any Settlement Amount; or
invoice the Merchant for amounts (including taxes) due to the Lender(s), Payment Aggregator(s) or ShopSe, in which case the Merchant shall Refund the invoiced amounts and taxes within 7 days from the receipt of the undisputed invoice, as per the instructions provided to it. The Merchant shall raise disputes with respect to invoice, if any, within 2 days from the receipt of invoice and ShopSe shall resolve it within 3 days from the date of raising disputes; or
(c) seek payment by any other lawful means.
Significant Customer Disputes:
If ShopSe reasonably concludes based on the information available to it that the Merchant’s actions or performance in connection with the Agreement may result in a Significant Number of Customer Disputes (as defined below), Chargebacks, or other claims in connection with the use of the Services, then ShopSe may, in its sole discretion and subject to Applicable Law, delay initiating any payments to be made or that are otherwise due to the Merchant under this Agreement for the shorter of:
a) a period of ninety (90) days following the initial date of suspension of payments; or b) completion of any investigation(s) regarding the actions or performance in connection with the Agreement.
The Significant Number of Customer Disputes in this Agreement shall mean not more than 5% of the total Customers availing the Services.
Representations and Warranties
Merchant’s Representations and Warranties: The Merchant warrants and represents that:
it is validly constituted under the Applicable Laws and has all necessary permissions and authorizations to enter into this Agreement.
it holds and shall hold, throughout the Term, all the valid and subsisting licenses, permits and consents required for the conduct and operation of its business from appropriate competent authorities under the Applicable Law.
its obligations under this Agreement are not in contravention with any other agreement or arrangement it may have with any third-party.
it shall comply with all Applicable Laws and regulations throughout the Term. It shall not offer anything to the Customers, which is illegal or offensive or brings disrepute to ShopSe, and is not in compliance with Applicable Laws, and regulations.
it shall obtain a valid and demonstrable consent from the Customer for sharing the Customer’s data with ShopSe, Payment Aggregator or with the Lender.
it has undergone ShopSe’s Customer Grievance Policy, the Merchant Onboarding Policy (Collectively “ShopSe’s Policies”), and shall comply with the same at all times during the Term. In case of any conflict between this Agreement or its Schedules with ShopSe’s Policies, Shop Se’s Policies shall prevail;
it is in compliance with the Payment Card Industry-Data Security Standard (PCI-DSS) and the Payment Application-Data Security Standard (PA-DSS);
ShopSe’s Representations and Warranties: ShopSe represents and warrants that:
it is validly constituted under the Applicable Laws and has all necessary permissions and authorizations to enter into this Agreement.
it has taken all necessary actions to authorize the execution, delivery and performance of its part under this Agreement.
it acknowledges that either the Lender or ShopSe itself shall be responsible for making the decision for sanctioning of any loan to the Customer.
it has entered into an arrangement with the Customer to facilitate the Transaction.
COVENANTS
Merchant’s Covenants: The Merchant hereby agrees to abide by the following covenants:
Transaction Handling: The Merchant shall accept payment only in Indian Rupees unless otherwise approved in writing by ShopSe.
The Merchant shall not make any cash Refunds to the Customer.
Chargeback: The Merchant hereby agrees that all payments with respect to Refunds and Chargebacks shall be the sole responsibility of the Merchant and ShopSe shall not be liable for any claims, disputes, or penalties which may arise in connection with such Refunds or Chargebacks towards the Merchant or the Customer. This also includes Chargebacks raised due to any issues or glitches with the Merchant’s services.
Payment Aggregator Services: The Merchant agrees that the provision of the Payment Aggregator Services shall always remain subject to the terms of the respective Payment Aggregator Agreement(s). Merchant understands and agrees that any delay, default, error or breach of any of ShopSe’s obligations or covenants under this Agreement, when attributable to the Payment Aggregator, ShopSe shall not be held liable for any such delay, default, error or breach, or for any liability arising therefrom.
Lender’s services: The Merchant agrees and acknowledges that the provision of the Credit Facility by the Lender remains subject to the Lender’s sole discretion. Therefore the Merchant agrees that ShopSe shall have no liability of any nature whatsoever, either towards the Customer or the Merchant, should the Lender, in its sole discretion, decides to not provide the Credit Facility to any Customer or restricts or prohibits the provision of the Credit Facility to any Customer.
Protection Policies:
The Merchant shall ensure that the entire data relating to payment and lending Transactions, which includes the full end-to-end Transaction details / information collected / carried / processed as part of the message / payment instruction, is stored in a system only in India;
The Merchant shall have a privacy policy in place to deal with the Customer’s data, that is compliant with Applicable Laws;
Right to Conduct Audit:
Except as required by law, the Merchant shall be solely responsible for (a) compiling and retaining records of all Transactions and other data and (b) reconciling all Transaction information that is associated with its Customers for up to 5 years.
The Merchant shall maintain records of such periodical checks in such manner as may be specified by ShopSe and/or the Payment Aggregator or the Lender. ShopSe and/or the Payment Aggregator or the Lender shall be entitled to check and audit records and statements of the Merchant for the purpose of compulsory audit process or any regulatory requirements.
ShopSe and/or the Payment Aggregator or the Lender shall also be entitled to carry out physical inspections of the place of business of the Merchant to ensure compliance with the Merchant’s obligations under this Agreement at such intervals or times as ShopSe and/or the Payment Aggregator or the Lender may deem fit.
Lender’s and Payment Aggregator’s policies:
The Merchant acknowledges and agrees that the Lender and the Payment Aggregator may have their own internal policies which the Merchant shall follow and abide by, as applicable to it.
In cases of any conflict under this Agreement, as well as these policies, these policies shall prevail.
The Merchant shall be solely responsible for an breach and/or violation of the above policies.
In case of such a breach / violation, the Merchant shall promptly notify ShopSe about the occurrence of the breach / violation and shall pay all such amounts, without any protest, delay or demur.
Mutual Covenants:
Both Parties agree to abide by the following covenant:
Ownership of Customer Data: The Parties acknowledge that the respective data collected of the Customer data shall be jointly owned by such Party, which has collected such data under this Agreement. For removal of doubt, it is clarified that all the personal documents of the Customer obtained by ShopSe for rendering the Services shall be only owned by ShopSe and not the Merchant. The Parties hereby agree that each of the Parties shall be responsible to protect and keep safe the respective data so collected and shared under this Agreement by such Party, as per applicable laws.
Obligations under the Agreement: The Parties acknowledge that the obligations expressed to be assumed by them hereunder are legal, valid, binding and enforceable.
Confidentiality
“Confidential Information” means and includes any and all information/data which is confidential to a Party including but not limited to (i) any business information, memorandums, business strategies, tangible evaluation material and plans, (ii) advertising and marketing plans or marketing information, data and/or material, (iii) any past, current or proposed development projects or plans for future development work, (iv) any technical, marketing, financial and commercial information, (v) the commercial and business affairs of a Party, and (vi) all other related information including any rates, payment terms and discounts.
Each Party agrees that during the Term of this Agreement, it will:
Only disclose Confidential Information to those of its employees, officers, directors, agents and contractors (collectively “Representatives”) with a need to know, provided, the receiving party ensures that such representatives are aware of, and they have sufficient processes to adhere to these confidentiality obligations and comply with the obligations of confidentiality prior to such disclosure;
Not disclose any Confidential Information to any third party without the prior written consent of the disclosing party;
Not reproduce Confidential Information in any form except as required to perform its obligations under this Agreement;
Not directly or indirectly export or transmit any Confidential Information to any country to which such export or transmission is restricted by any applicable regulation or statute without the prior written consent of the other Party and any applicable government agencies.