Facilitator Agreement

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POWER SALES FACILITATIONCHANNEL PARTNER

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(CP) AGREEMENT
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On the Date15 octOct, 2017 this Agreement has been concluded by and between: Formatted ...
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Generator Name DEL2INFINITY ENERGY CONSULTING PRIVATE LIMITED,
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a company incorporated in accordance with the Indian Companies Act, 2013 and having its
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registered office in …………18/3/9 KUMUD GHOSAL ROAD ARIADAHA KOLKATA
Kolkata WB 700057 IN (hereinafter referred to as “POWER Formatted ...
PRODUCERDEL2INFINITY”) duly represented in this Agreement by Formatted ...
…….(AuthorisedAuthorized Signatory (herein after referred to as “Company”) Formatted ...
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And
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M/s TOPTIER ENERGY SERVICES PVT LTD, a company incorporated in Formatted ...
accordance with the Indian Companies Act, 2013 and having its registered office in Formatted ...
504,YUCCA,NYATI IRIS,PUNE-411060 duly represented by Mr. Anshuman
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Shrivastava, (hereinafter referred to as “FacilitatorChannel Partner (CP)”)
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Preamble Formatted ...
Whereas Formatted ...

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The Power ProducerCompany is in trades and consult in the area of Electricitynergy Formatted ...
GenerationAnalytics from and Renewable sourcesEnergy Forecasting and Scheduling based
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on solar Photovoltaicsoftware based services (SAAS)
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…………………………………………………………………………………herein
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referred to as “POWERProducts”
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The FacilitatorCP wishes to saledistribute the powerProducts for resale in Maharashtra- Formatted ...
Indian market herein referred to as “Territory” Formatted ...
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M/s TOPTIER ENERGY SERVICES PVT LTD or its Associates, Subsidiary Companies
hereinafter referred to as “FacilitatorCP” Formatted ...
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Now therefore for and in consideration of the foregoing the Parties agree as follows
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Article 1: Formatted ...
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The Preamble shall be considered an integral part of this Agreement and shall always be read
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together with it.
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Article 2: Formatted ...
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The Power ProducerCompany hereby appoints The Facilitatorthe CP and grants him the
rights to sale purchase the Power behalf of The Power ProducerProducts from the Company Formatted ...
for resale in the Territory as a Nnon-exclusive arrangement. M/s TOPTIER ENERGY Formatted ...
SERVICES PVT LTD will be one of “Facilitator” appointed by The Power Producerour Formatted ...
CP in the region and the Power ProducerCompany reserves all rights to sell the Products Formatted ...
directly to the customers or through other FacilitatorCPs appointed by the Company in the
same region or else whereelsewhere as the case may be.
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Article 3:
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This Agreement shall come into force on from Date16 October 2017 and Formatted: Font: 12 pt
shall be valid for until 15th October 2018 (--- (1year period)Date subject Formatted ...
to the adherence of FacilitatorCP by Company’s FacilitatorCP Policy. Formatted ...
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This contract shall be terminated without prior notice if Tthe FacilitatorCP shows:
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1. Poor Sales Performance Formatted: Font: 12 pt
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2. Poor Service Performance
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3. Poor Customer Satisfaction Formatted: Tab stops: Not at 0.5"
4. Poor Commercial Compliance
5. Non- Compliance to Statutory norms Formatted: Justified
6. Non-Compliance to Del2infinity safety standards Formatted: Tab stops: Not at 0.5"

7. Channel Partner policy violations Formatted: Tab stops: Not at 0.5"
8.6. Involvement in any unlawful activities Formatted: Justified, Indent: Left: 1"
Formatted: Indent: Left: 1", No bullets or numbering,
The Channel PartnerParties can also terminate the agreement by giving 60 days notice Tab stops: Not at 1"
to Del2Infinity Other Party in writing . Both Del2Infinity Power Producer Formatted: Justified, Indent: Left: 1"
NameDel2infinity and Toptier Energy Services Pvt Ltd the Channel partner will Formatted: Indent: Left: 1", No bullets or numbering,
settle all mutual pending payments etc. if any within 3 months from the date of Tab stops: Not at 1"
termination of the agreement. Upon termination, the FacilitatorChannel Partner shall Formatted: Justified, Indent: Left: 1"
promptly return to Del2Infinity Power producersDel2infinity all manuals, labels, Formatted: Tab stops: Not at 0.5"
literature and other materials of the Power Producers company which are in its Formatted: Justified
possession immediately. Termination shall not affect the obligations of the
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FacilitatorChannel Partner which shall have arisen prior to such termination
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This agreement shall automatically be renewed after 1 year period subject to the Formatted ...
satisfactory performance of Tthe Facilitator CP to The Power ProducerCompany’s Formatted: Font: Bold
Expectation and duly communicated by The Power ProducerDel2infinity Formatted ...
Article 4: Formatted: Font: Bold

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The CP agrees to fully comply to the Company's “Channel Partner Policy”, which is Formatted: Font: Bold
attached herewith Formatted: Font: 12 pt
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Article 45: Formatted: Font: 12 pt
1. FacilitatorChannel Partner Roles and Responsibilities Formatted: Font: 12 pt

TOPTIER ENERGY SERVICES PVT LTD Del2Infinity Channel partners isare Formatted: Font: 12 pt
expected to sale expected to be dedicated to promote Power generated by Power Formatted: Font: 12 pt
Producer NameDel2Infinity .products and services. Further, they shall not deal
Formatted: Font: 12 pt
with competitor’s products directly or indirectly
Formatted: Font: Bold, Font color: Red
a. To ensure customer satisfaction Formatted: Font: 12 pt
b. To achieve the annual sales and service targets as given by Del2Infinity Formatted: Font: 12 pt
every fiscal Formatted: Justified
c. To follow the business systems and practices / policies laid down by Power
Producer NameDel2Infinity from time to time
d. To adhere to the prescribed branding/brand identity norms of Power
ProducerDel2Infinity, including those governing the usage of Dealer
signage, visiting cards, stationery and the use of the The Power Formatted: Font: 12 pt
Producer LogoDel2Infinity logo in any context (including exhibition Formatted: Font: 12 pt

stalls, uniforms of staffs etc)
e. To strictly follow all design and technical standards prescribed by Del2Infinity Formatted: Justified
for installation and service Formatted: Font: 12 pt
f. To recruit and retain quality manpower Formatted: Justified
g.e. To adhere to The Power ProducerDel2Infinity values and beliefs
h. To comply with the laws of the land including laws governing establishment
rules, labour welfare, income tax, sales tax, service tax, VAT etc
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f. .
2. The Power ProducerDel2Infinity Roles and Responsibilities: Formatted: Font: 12 pt
a. The Power ProducerDel2Infinity will provide all technical details which Formatted: Justified
mandatorily contents support .in training the Channel Partner .
2.a.1 For under construction Solar Power Plant
Plant Location Details, Grant of Connectivity to the lines or associated
facilities of the Distribution System (Approvals), COD date, Detailed Project
Report ,Bill of Materials, Rate Expectation`. Formatted: Font: Bold, Underline
2.a.2 For Operational Solar Power Plant Formatted: Font: Bold, Underline
a. Capacity (AC),Plant Location Details, Connectivity Details, past Formatted ...
generation report(Scada Shot),Rate expectation. Formatted: Font: 12 pt, Bold, Underline
b. The Power ProducerDel2Infinity may share the direct enquiries received
by them to support the facilitatorChannel Partner and facilitatorChannel
Partner will take complete responsibility of closing the order by systematic
followupsfollow-ups and meetings along with The Power Producer
TeamDel2Infinity team. Formatted: Font: 12 pt
C.
The Power ProdcuerDel2Infinity will do required marketing of Del2Infinity Formatted: Font: 12 pt
products and systems in various regions including creating awareness and workshops to
customers, campaigns through online /mail and other sales promotional activities to
attract the targeted industry. Formatted: Font: 12 pt
Formatted: Justified, Right: 0.1", Line spacing:
Article 6: Multiple 1.18 li, Don't allow hanging punctuation
1. For Providing effective sales and service to Del2Infinity customers, the Channel
Partner shall at all points of time during the Dealership ensure the following.
2. Minimum one sales person (other than promoters), one installation supervisor, two
installation technicians and two service technicians on the rolls. While this is a
minimum requirements, the actual strength shall be as per the advice of AEPL
depending on the volume of business
3. The Channel Partner’s premises shall be fitted with telephone connection and the sales
and installation supervisor shall have mobile phone connection
4. The Channel Partner and his office should have computer facility with internet
connection for electronic communication with Del2Infinity and the customers
5. A set of tools and service equipments shall be available as per the requirement
6. The Channel Partner shall maintain adequate spares to meet the requirements of
customer from time to time
7. All statutory compliance in terms of various registrations like PF, ESIC, Sales & Service
tax, Safety norms etc in the state from where the Channel Partner will sell is mandatory
8. Sales and service personnel shall be equipped with vehicles necessary for local
transportation
Article 7:
1. The FacilitatorChannel Partner shall deal with the products of Del2Infinity on an Formatted: Justified
exclusive basis and shall not deal with similar products of that of the company’s Formatted: Font: 12 pt
competitors. If products which are not in range of Del2Infinity portfolio, the
Channel Partner must inform Del2Infinity about the requirement and upon
approval can sell other company products, provided the other company should not
be a competitor to Del2Infinity in Del2Infinity’s range of products
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2. The Channel Partner shall make to the customers true and credible representations
regarding the Supplufeatures, performance etc of the products and agrees not to make any Formatted: Font: 12 pt
representation to any of the customers, either written or oral that may adversely affect the
sale of the powerroducts and also the reputation of The power ProducerDel2Infinity. Formatted: Font: 12 pt
3. The Channel Partner shall employ at its cost adequately qualified and suitable
personnel to arrange satisfactory after sales service to the customers and to attend
promptly to their complaints
Article 8 :
1. The area/town/city of operation of the Facilitator Channel Partner shall be clearly Formatted: Indent: First line: 0"
defined and intimated to him by The Power ProducerDel2Infinity. To ensure effective Formatted: Font: 12 pt
and timely customer support, he shall operate/quote/get orders only in those designated Formatted: Font: 12 pt
territories unless otherwise authorized in writing by the division
2. In the event of a FacilitatorChannel Partner pursuing enquiries meant for other
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geographical territories, he need to contact The Power ProducerDel2Infinity and get
confirmation in written to proceed further. Formatted: Font: 12 pt
3. AEPL reserves the right at all times to send its sales, commercial and technical
representatives to the Channel Partner’s place of business, for the purpose of inspection,
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abstaining market reports and/or to improve their sales and /or service arrangements as
may deemed necessary by Del2Infinity and the Channel Partner shall provide full
cooperation to such representative in discharging his assignment and shall abide by the
suggestions / recommendations made by the representative or the AEPL from time to
time
Article 9:
Any waiver, modification, alteration, and/or addition to this Agreement or any of its
provisions shall not be binding on either Party unless it has been made in writing and
signed by duly authorized representative of the Parties
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Article 10:
The contract will become invalid if the FacilitaorCP is not complying with Terms Formatted: Font: 12 pt
and Conditions agreed in this agreement and be canceled without common consent
without any notice period issued by the Power ProducerCompany and the Formatted: Font: 12 pt
FacilitatorCP should not claim any compensation. Formatted: Font: 12 pt
The FacilitatorCP shall not be entitled to enter into any obligation on behalf of the Formatted: Font: 12 pt
Company without the prior written consent of the Company
Article 11:
1. If either party is affected by Force Majeure it shall forthwith notify the other party of
the nature and extent thereof.
2. Neither of the Parties shall be deemed in breach of this Agreement or otherwise be
liable for non fulfillment of the terms, conditions or stipulations of this Agreement for
any reasons of Force Majeure or any cause beyond the reasonable control of the
Parties.The time for performance of any obligation delayed by Force Majeure shall be
extended accordingly.
3. If the Force Majeure in question prevails for a continuous period in excess of 3 (three)
months, the Parties shall enter into bonafide discussions with a view to alleviating its
effects, or to agreeing upon such alternative arrangements as may be fair and
reasonable.
Article 12:
1. This Agreement contains the entire Agreement between the Parties with respect to
the subject matter thereof and supersedes all previous verbal or written agreement or
understandings between the The Power ProducerCompany and the Facilitator CP. Formatted: Font: 12 pt
2. All dates, periods and terms related to this Agreement shall be given and counted in
accordance with the Gregorian calendar.
3. The invalidity of any terms, condition or stipulation of this Agreement shall not
affect the validity of the remaining terms, conditions or stipulations of this
Agreement or the validity of the Agreement itself.
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Article 13:
In Case of cancellation of this contract, both parties don’t have to pay any
penalties for each
Article 14:
This Agreement shall be adjudicated exclusively by the Courts at ChennaiPuneDelhi. Formatted: Font: 12 pt
Article 15:
1. NON-DISCLOSURE CLAUSE
It is anticipated that during the business, it may be necessary for the parties to
exchange certain confidential and proprietary information in written, oral
and/or physical/sample/model form (collectively” Confidential Information”
and more fully defined under clause 1)
AND THEREFORE in consideration of the promises made herein, the
Parties(AEPL DECPL and TESPL ) agree to disclose, Formatted: Font: 12 pt
receive and use certain Confidential Information, which is proprietary as per Formatted: Font: 12 pt
the terms and conditions hereinafter appearing. Formatted: Font: 12 pt
NOW THE PARTIES HERETO AGREE AS FOLLOWS:
2. CONFIDENTIAL INFORMATION
a. The power producerDefinition. As used herein, Confidential Information
shall mean and include any information and data of a confidential or proprietary
nature which is disclosed by Disclosing Party to Receiving Party, including but
not limited to customer information, proprietary technical, financial, personnel,
marketing, pricing, sales and/or commercial information with respect to
computer networking, data communications and computing services as well as
drawings, reports, ideas, concepts, designs and inventions, computer source and
object code and computer programming techniques; and all record bearing
media containing or disclosing such information and techniques which are
disclosed pursuant to this Agreement. Confidential information may also
include information disclosed by third parties on behalf of the Disclosing Party.
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The terms and existence of this Agreement, the fact that Confidential
Information has been made available hereunder, that discussions or
negotiations are taking place concerning a potential business relationship i.e. the
Proposed Transaction, involving the Parties and all of the terms, conditions and
other facts with respect thereto (including the status thereof) shall also be
considered Confidential Information that is subject to the provisions of this
Agreement. Information transmitted orally or visually shall also be considered
to be confidential and proprietary.
“Disclosing Party” means the Party who discloses Confidential Information
under the term and conditions of this Agreement.
“Receiving Party” means the Party who receives the Confidential Information
under the terms and conditions of this Agreement.
b. Purpose. The Purpose of the disclosure of Confidential Information is to
enable the Parties to advance their efforts in evaluating a potential business Formatted: Tab stops: Not at 0.5"
relationship between the Parties. Receiving Party shall use the Confidential
Information for the purpose of the Proposed Transaction only.
c. Ownership. The Confidential Information shall be considered as a valuable
trade secret owned by the Disclosing Party. The Disclosing Party retains all
right, title, and interest in the Confidential Information. No license to the
Receiving Party, under any trademark, patent or copyright, or applications for
same which are now or may thereafter be obtained by such Receiving Party, is
either granted or implied to have been granted by the conveying of Confidential
Information to the Receiving Party.
d. No Warranties. The Disclosing Party assumes no responsibility for any loss or
damages which may be suffered by the Receiving Party, its customers or any
third parties on account of or arising from the Confidential Information. The
Disclosing Party makes no warranties of any kind, whether express or implied,
as to the accuracy or completeness of the Confidential Information.
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3. NON-DISCLOSURE Formatted: Tab stops: Not at 0.5"
a. Use of Confidential Information. The Receiving Party shall use the
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Confidential Information only for the purposes stated in Clause 1.2 herein
above. The Receiving Party recognizes that this Agreement imposes an
affirmative duty on the Receiving Party to hold such information in confidence
and to protect it from dissemination to and use by unauthorized person or
entity. In the absence of the Disclosing Party’s prior written consent, the
Receiving Party shall neither reproduce nor disclose the Confidential
Information to any third party.
b. Further Responsibility
i. The Receiving Party agrees to use the same degree of care to protect the Formatted: Justified
Confidential Information as it would exercise to protect its own trade Formatted: Tab stops: Not at 1.5"
secrets and information.
ii. Receiving Party will grant access to the Confidential Information only
to its directors, officers, employees, affiliates, agents, advisors and
consultants (“Related Parties”) on a need to know basis for the Purpose
of this Agreement and shall advise the Related Parties of the existence
and terms of this Agreement and of the obligations of confidentiality
herein. Each Party shall be responsible for the breach of the terms of
this Agreement by such Party, or by its Related Parties.
c. Return of Confidential Information
Promptly following the request of the Disclosing Party, at any time during the Formatted: Justified
term of this Agreement and/on its expiry or earlier termination, the Receiving
Party will return to the Disclosing Party, or certify in writing to the Disclosing
Party as to the destruction of (without retaining any copy), all Confidential
Information (and copies and extracts thereof) furnished to, or created by or on
behalf of, the Receiving Party.
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d. Exceptions Formatted: Tab stops: Not at 0.5"
i. The foregoing notwithstanding, no information shall be considered
Confidential Information if such information:
ii. the Confidential Information is or becomes part of the public domain
without breach of this Agreement;
iii. the Confidential Information is lawfully in the possession of the
Receiving Party prior to a disclosure and not subject to an existing
agreement between the parties;
iv. the Confidential Information is independently developed by the
Receiving Party, completely apart from the disclosures hereunder;
v. the Confidential Information is released pursuant to a binding court
order or government regulation, provided that prior written notice is Formatted: Tab stops: Not at 1"
given to the Disclosing Party so that a protective order or other relief,

if appropriate, may be sought by the Disclosing Party.
e. Remedies
The Parties recognize and acknowledge that Confidential Information is of a Formatted: Justified
special, unique and extraordinary character to the Disclosing Party and that
disclosure, misappropriation or unauthorized use of such Confidential
Information by the Receiving Party may cause serious injury to the Disclosing
Party. The Receiving Party expressly agrees, therefore, that the Disclosing Party,
shall be entitled to seek injunctive and other equitable relief to prevent the
breach, or the further breach, of any of the terms and provisions hereof.
f. Public Statements.
In addition to the limitations on the use and disclosures of Confidential Formatted: Justified
Information set forth herein, it is agreed that neither Party shall issue or release
or confirm any statement, to the general public, to the news media, or to any
third party, except with the prior concurrence of the other Party, both as to the
content and timing of any such issue or release or confirmation.
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4. GENERAL Formatted: Tab stops: Not at 0.5"
a. Term and Termination.
i. Both the Parties agree that this Agreement upon execution from both Formatted: Justified
parties shall come into force from the Effective Date and shall continue Formatted: Tab stops: Not at 1.5"
to be effective till the Proposed Transaction is terminated by either of
the Parties by giving a 60 days notice to the other Party.
ii. Notwithstanding anything contained above, the provisions of this
Agreement shall survive and continue after termination of this
Agreement for a further period of 1.0 year(s) from the date such date of
termination.
iii. It being further clarified that notwithstanding anything contained above,
in case a binding agreement is executed between the Parties in
furtherance of the Proposed Transaction, the terms and conditions of
this Agreement shall become effective and form a part of that binding
agreement and be co-terminus with such binding agreement and shall
be in effect till the term of such binding agreement and shall after its
expiry and or early termination shall continue to be in force in the
following manner:
● 5 years after the termination of the binding agreement;
● 5 years after the expiry of the binding agreement; (whichever is Formatted: Justified
earlier) Formatted: Tab stops: Not at 2"
b. No Obligation to Complete Transaction Formatted: Tab stops: Not at 1"

Unless and until a final agreement with respect to the Project has been executed
and delivered, neither Party will be under any legal obligation of any kind
whatsoever with respect to the Proposed Transaction by virtue of this
Agreement, except for the matters expressly agreed to herein.
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c. No Conflicts Formatted: Tab stops: Not at 0.5"
Each Party represents and warrants that its actions with respect to this
Agreement do not conflict with any prior obligations to any third party. The
Parties further agree not to disclose or to use on behalf of the other party any
Confidential Information belonging to any third party, unless sufficient written
authorization from the third party is provided.
d. Non-circumvention
During the term of this Agreement, each Party agrees not to hire, solicit, nor Formatted: Justified
attempt to solicit for itself or any third party, directly or indirectly, the services,
of any director, officer, employee or subcontractor of the other Party, its parent
or affiliate companies, who is associated with the execution of the Project
without the prior written consent of the other Party during the term of this
NDA and for a further period of 1.0 year(s) after its expiry.
e. Non-compete
At all points in time of the engagement, both parties will mutually agree Formatted: Justified
and maintain a set of engagements where there is collaboration. This will
be specific cases / contacts within specific customer organizations that
we reserve for each other. This will be mutually agreed periodically and
the list will be live.
The receiving party agrees not to compete with the disclosing party for products
and services in the above defined engagements during the term of this
agreement and for a further period of 1.0 year and the receiving party agrees
not to duplicate, copy or replicate in any manner the information and materials
provided.
If Del2Infinity circumvents the CP in such engagements, Del2Infinity is liable
for a minimum guaranteed revenue share of minimum 0.5% of any revenues
booked / earned for a period of 6 months from the date when engagement is
removed from the list.
f. Applicable Law & Jurisdiction
The laws of India shall apply. The Courts of Chennai shall have exclusive Formatted: Justified
jurisdiction with respect to all matters arising under this Agreement.
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g. Entire Agreement Formatted: Tab stops: Not at 0.5"
This Agreement represents the entire agreement and understanding between
the Parties with respect to the subject matter herein and supersedes all prior
agreements and understandings and writings of any kind, written or oral,
express or implied, with respect to the subject matter hereof.
h. Counterparts
This Agreement shall be executed in two counterparts, each of which shall be Formatted: Justified
deemed as original but all of this together shall constitute one and the same
instrument.
i. Assignment Formatted: Tab stops: Not at 0.5"
Neither party shall have the right to assign or otherwise transfer, in whole or in
part, any of its rights or obligations under this Agreement without obtaining Formatted: Justified
prior written consent from the other party. Formatted: Font: 12 pt

The authorized representative of The Power ProducerDel2Infinity and
TESPL have signed this contract in English at PuneDelhi
.
For and on behalf of For and on behalf of
The Power Producer nameDel2Infinity
By : By :
Name : Name :
Title : Title : Formatted: Font: 12 pt
By : By : Formatted: Font: 12 pt
Name : Name : Formatted: Justified
Title : Title : Formatted: Font: 12 pt

In the presence of In the presence of Formatted: Font: 12 pt
Name : Name : Formatted: Font: 12 pt
By : By : Formatted: Justified
1 Formatted: Font: 12 pt
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Facilitator Agreement

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Facilitator Agreement

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Formatted ...

POWER SALES FACILITATIONCHANNEL PARTNER

Whereas Formatted ...

6. Non-Compliance to Del2infinity safety standards Formatted: Tab stops: Not at 0.5"

Article 4: Formatted: Font: Bold

1. FacilitatorChannel Partner Roles and Responsibilities Formatted: Font: 12 pt

Producer LogoDel2Infinity logo in any context (including exhibition Formatted: Font: 12 pt

given to the Disclosing Party so that a protective order or other relief,

b. No Obligation to Complete Transaction Formatted: Tab stops: Not at 1"

prior written consent from the other party. Formatted: Font: 12 pt

Name : Name : Formatted: Justified

Title : Title : Formatted: Font: 12 pt

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