Business Associates

Agreement

Between

Win Axis Consultants Pvt. Ltd

having its corporate office at:
L2, R S Plaza, Ring Road,
Near Jagrani Hospital,
Lucknow – 226022(UP),
INDIA

AND

Xxxxxxx xxxxxx xxx xxx

having its registered office at:
xxxxxxxx xxxxx, xxxxx, xxxx,
xxxxxxxx-16 xxxxxxxxx

Effective Date: from 15th June 2023 to 31st March 2024

Business Associates Agreement (BA-WT2)
 Business Associates Agreement
RECITALS
This Agreement is entered into as of 15th June 2023 ("Effective Date") by and between Win Axis
Consultants Pvt Ltd, (herein referred to as “Winaxis”), with registered address of “L2, R S Plaza, Ring
Road, Near Jagrani Hospital, Lucknow – 226022(UP), INDIA”.

AND

“xxxxxx xxxxx” (herein referred to as BA-WT2 [Business Associate-Tier2]) for all of the Products offered
by Winaxis) with registered address of “xxxx, xxxxx, xxxxx, xxxxx – 226022(UP), INDIA”

WHEREAS, Winaxis is in the business of designing, deploying and sales of solution based products and
software applications for IT & ITeS applications, all of which consisting of a variation of hardware and
software products packaged in various products, thus sold by Winaxis under OEM or Winaxis trademarks;
WHEREAS, Winaxis desires and agrees to appoint B A - W T 2 as a non-exclusive Business Associate
of all of Products or Solutions serviced/distributed/sold by Winaxis to be resold as they are or as part of BA-
WT2’s services and systems integration;
NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, the
parties agree as follows:

1 Definitions.
1.1 “Confidential Information” means all information provided by either party, such as certain proprietary
information, both patentable and unpatentable, including trade secrets, know how, software, source codes,
techniques, future product plans, marketing plans, inventions, discoveries, improvements, and research and
development data of a character regarded by the disclosing party as confidential, which is not obtainable
through public sources. “Confidential information” also includes any and all information marked as
“Confidential” by either party.
1.2 “Effective Date” and “Expiration Date” mean the respective dates referenced in Section 4, Term.
1.3 “End User” shall mean a customer of BA-WT2 (or BA-WT2’s reseller) who purchases and sub-
licenses the Products for their own internal use and not for resale or for infrastructure use.
1.4 “Intellectual Property Rights” means any of OEM’s patents, trademarks, trade names, inventions,
copyrights, design rights, know-how or trade secrets and any other intellectual property rights subsisting in
the Territory or elsewhere, relating to the origin, design, manufacture, programming, operation or service of
its Products or products respectively.
1.5 “Order” shall mean the standard purchase order form as utilized from time to time by BA-WT2, which
has been properly signed by a representative of the procurement function of the purchasing entity
authorized to execute such purchase order on behalf of the entity and shall include all exhibits and
attachments incorporated as part of the purchase order. The term “Order” shall further include change
orders thereto and delivery orders.
1.6 “Price List” means the current Winaxis price list for the Territory for different Products, as from time to
time applicable within the terms of this Agreement.
1.7 “Product” or “Products” means the Winaxis products referenced in Price List as it may be amended in
accordance with the terms of this Agreement.
1.8 “Resale” means BA-WT2’s rights under this Agreement to sell, sub-license, lease, and rent the
 Products to an End User or use it in BA-WT2’s systems infrastructure which is used to provide service to
End Users.
1.9 "Spares" means individual spare parts and spares kits used to repair Products.
1.10 “Territory” means Lucknow and nearby Area (UP).
1.11 “Work” means all training, and support services to be provided by Winaxis or its partners under this
Agreement.

2 Appointment.
During the term of the Agreement, Winaxis appoints BA-WT2 and BA-WT2 accepts such appointment to
have a non-exclusive right to resell, sublicense, lease, rent and provide service for the Product or Products
and services in the Territory specified in this Agreement to End Users and other BAs or Resellers. BA-WT2
may represent itself as an authorized Systems Integrator of the Products. The appointment does not prevent
Winaxis from selling the Products in the Territory.

3 License.
3.1 BA-WT2 shall have no rights to duplicate, manufacture, or otherwise copy or reproduce any Products
unless specified under this Agreement.
3.2 This Agreement does not grant to either party an exclusive right to provide to the other party any or all
of the products and services of the type provided by the other party and shall not prevent either party from
developing or acquiring from other suppliers such products and services.

4 Term.
This Agreement shall become effective on the date first written above and shall continue for a period of one
(1) year. This Agreement shall be renewed automatically for an additional one (1) year term unless either
party gives written notice of termination to the other Thirty (30) days prior to expiration, or unless terminated
pursuant to Section 5.1 or 5.2 of this Agreement

5 TERMINATION
5.1 Either party may terminate this Agreement, without any cause, on 30 days post written email and
clearing all dues if any.
5.2 Termination for Cause. Either party may terminate this Agreement at any time upon written notice if the
other party (i) is in material breach of its obligations hereunder and fails to cure such breach within thirty (30)
days following written notice of such breach, or (ii) becomes insolvent or files or has filed against it a petition
under Bankruptcy or insolvency law which remains un-dismissed after ninety (90) days, makes an
assignment for the benefit of creditors or takes any similar action under any bankruptcy or insolvency law.
5.3 On expiration or termination of this Agreement, Winaxis may cancel any or all unfilled Orders. Any
Orders, which are not cancelled, will be fulfilled per the terms of the Agreement. BA-WT2 reserves the right
to continue to resell any existing inventory within BA-WT2’s control on expiration or termination of this
Agreement unless such termination is for cause.
5.4 Upon expiration or termination, each party shall return to the other any materials of the other
including, without limitation, all Confidential Information.
5.5 Termination or expiration shall not relieve either party of the obligation to pay any sums due here
under or of any warranty obligations. The provisions relating to security interest, retention of title,
confidentiality, warranty, indemnities, and limitation of liability shall survive according to their terms after
termination or expiration of this Agreement. Neither party shall be liable to the other for any damages,
expenditures, loss of profits or prospective profits or goodwill on account of the termination or expiration of
this Agreement pursuant to its terms.

6 Prices.
The price that the BA-WT2 is to pay for the Products is set out in Price list along with a suggested retail list
price. Winaxis has the right at any time without any notice period to change the price for its Products or
adjust list prices. BA-WT2 in consultation of Winaxis is free to set its own prices for resale within the
maximum retail price mentioned or notified for each product.

7 Volume Purchase Levels or Minimum order Value

BA-WT2 will agree to place order of INR 25lakh every quarter from those listed in Price List upon signing this
agreement. All Quarterly / Yearly schemes / sales promotion schemes time to time shall only be disbursed
post reception of 100% of payments.

8 Purchase Orders, Minimum Orders.

BA-WT2, through its purchasing organizations, may place orders for Products by faxing, emailing, or mailing
a hardcopy via mail, purchase orders to the appropriate order entry location as specified by Winaxis
referencing this Agreement, and stating the special shipping instructions, bill to and ship to addresses and
any special- order handling instructions. Although BA-WT2 may use its standard purchase order and other
forms, the terms and conditions of this Agreement will govern over the BA-WT2 forms and any inconsistent,
conflicting, or different terms in such form will be of no effect. Winaxis may decline to make shipments to
BA-WT2 if the order is missing any of the above information or if BA-WT2 is delinquent in making payments
to Winaxis or is otherwise in breach of this Agreement. Winaxis shall not be responsible for any delays
caused by customs.

9 Shipping.
Orders shall be subject to written acceptance by Winaxis, and delivery schedules established in accordance
with Product availability. Winaxis may at its own discretion reject any order. Winaxis will use commercially
reasonable efforts to provide BA-WT2 notice of acceptance or rejection of Orders within five (5) business
days of the Order’s receipt by Winaxis order administration. Requested delivery dates shall normally be six
(6) weeks from Winaxis receipt of BA-WT2’s Order and payment. Winaxis may ship Products before the
scheduled shipment date. Winaxis may exceed the standard delivery time as defined above due to product
availability including but not limited to large orders placed by the BA-WT2. Any order in excess of two
hundred (200) units shall be considered as large in this respect. Winaxis shall notify BA-WT2 of any such
delay in writing no later than 5 days from the date of order of entry.

10 Delivery.
For all purchases by BA-WT2, delivery shall be from Winaxis stock point or material stores depending on
inventory availability at these locations, or BA-WT2 specified destination upon mutual agreement between
Winaxis and BA-WT2. Title shall pass to BA-WT2 upon delivery to the common carrier. BA-WT2 will pay all
costs relating to transportation, delivery, and insurance.
11 Reservation of Title.
For Products delivered to BA-WT2’s location, for the purpose of ensuring that Winaxis is paid for all Products
sold or licensed to BA-WT2, Winaxis reserves title in the Products until BA-WT2 pays Winaxis in full for the
Products, at which time title in the Products shall pass to BA-WT2 (except that in the case of software, only
title to the media shall pass).

12 Changes.
BA-WT2 must provide any and all changes to BA-WT2’s Orders to Winaxis in writing.

13 Returns.
Return Material Authorizations (RMA) for the return of Product under warranty or for repair shall be done
directly by the OEM / Winaxis depending on the Brand and stock status.

14 Payment.
Payment terms are 100% advance payment before the dispatch of the shipment. All payments to Winaxis
shall be in U. S. Dollars (for international clients) or INR (for Indian clients). Banking charges if any needs to
be Paid by BA-WT2.

15 Taxes and Duties.

15.1. Except as otherwise stated in this agreement or its exhibits, BA-WT2 agrees to pay: any sales, use,
excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on
Winaxis net income (“Taxes”) and all government permit fees, license fees, custom fees and similar fees
("Fees") levied upon the delivery of the Products or any other deliverables or performance of services,
which Winaxis may incur in respect of this Agreement or due to any payment to be made by BA-WT2
pursuant to this Agreement, and any penalties, interest and collection or withholding costs associated with
any of the foregoing items ("Additional Costs"). Taxes, Fees, and Additional Costs required to be paid to
Winaxis pursuant to this Section are in addition to any other payments due under this Agreement. BA-
WT2’s obligation to pay Taxes, Fees, and Additional Costs shall survive the termination of this Agreement.
15.2. BA-WT2 is responsible for fulfilling quota terms, obtaining import licenses, paying import license or
permit fees, duties, and customs fees, (including without limitation government, import, excise, sales, use
value-added and other taxes or fees) and preparing and submitting all required documentation in
connection with importing the Products.

16 Other Remedies; Payment Terms Review.

If BA-WT2 does not make any payment when due or does not comply with any other provision of this
Agreement, Winaxis may avail itself of any remedies set forth in this Agreement.

17 Discontinued Products.
Winaxis may discontinue Products at any time without any notice of their discontinuance or their removal
from the Winaxis Price List. BA-WT2 may cancel all backlogged orders for the discontinued Product without
penalty.

18 Support
Winaxis shall service and support or assist in obtaining the service and support of all Products pursuant to
the terms and conditions set forth in the Warranty document. BA-WT2 shall provide support for the units sold
by the BA-WT2 and shall have an adequate unit to handle this. The support provided by Winaxis shall be
limited only to the BA-WT2, not to the BA-WT2’s customers.

19 Documentation.
With Winaxis prior written approval, BA-WT2 may translate certain sales and marketing materials but must
include all copyright and trademark statements contained in the original and must have the final text
approved by Winaxis in writing before public release. Winaxis will own the copyright in any such translated
materials.

20 Warranty Periods.
Hardware warranty - One (1) year or as deemed by the OEM calculated from the date of BA-WT2’s billing to
its Customer, however BA-WT2 shall upon request from Winaxis be able to show when the faulty products
or parts were billed and/or delivered to its customer.

21 Arranging for Repair Services.

For repair services in the Territory BA-WT2 must obtain a Return Materials Authorization (RMA) number by
contacting Winaxis by e-mail at rma@winaxis.in.
The RMA request must include:
a) Model number
b) Unit(s)
c) Serial number
d) PO number (if billable)
e) Photograph of unit
f) Failure symptoms (diagnostics)
Items should be shipped to the address provided to BA-WT2 by RMA administration. BA-WT2 shall pay
transportation charges for all Products and parts returned to Winaxis under warranty.

22 Indemnification
BA-WT2 agrees to defend, indemnify and hold Winaxis harmless from and against losses, liabilities,
judgments, settlements, damages, awards and costs (including legal fees and expenses) arising out of or
attributable to (i) bodily injury or death or to injury to or destruction of tangible personal property which is
directly caused by the Products sold by BA-WT2 hereunder when used as specified in its user
documentation; and (ii) use of the trademarks and other intellectual properties of Winaxis and other OEM’s
by BA-WT2 in accordance with this Agreement including the requirement that Winaxis review and approve
in-writing in advance all such uses of trademarks and other intellectual properties of Winaxis and other
OEM’s.

23 Limitation of Liability.
In no event, regardless of theory, shall either party be liable for incidental, consequential, indirect, special, or
punitive damages or any kind, or for loss of revenue, loss of business, loss of data or other financial loss
arising out of the sale, installation, use, performance, failure, or interruption of its products or in connection
with this Agreement.
24 Insurance
BA-WT2 shall obtain and maintain in full force and effect during the Term plus any applicable Sell-off Period
plus a period of not less than one (1) year thereafter, at its sole cost and expense, the following insurance
from a well-qualified insurance company: (a) comprehensive general liability insurance (including, without
limitation, coverage for bodily injury, personal injury, property damage, advertising injury, casualty loss and
contractual and trademark liability) to the extent commercially reasonable in the Territory; (b) product liability
insurance providing full indemnification and defence against any claims, liabilities, damages, demands and
causes of action, actual or alleged, arising out of any defects in or use or misuse of the Licensed Article(s)
to the extent commercially reasonable in the Territory; and (c) workers' compensation and employers' liability
insurance, where applicable, in accordance with local law. If any other insurances are required by local law
or customary in the country where the BA-WT2 intends to operate, these insurances should also be
obtained and maintained by the BA-WT2.

25 Confidentiality.
25.1 During the course of this Agreement, each party may disclose to the other certain proprietary
information (both patentable and unpatentable, including trade secrets, know how, software, source codes,
techniques, future product plans, marketing plans, BAs, inventions, discoveries, improvements, and
research and development data) ("Confidential Information") of a character regarded by the disclosing party
as confidential. Each party and each of its employees or consultants to whom disclosure is made shall hold
all Confidential Information and the terms of this Agreement in confidence and shall not disclose such
information to any third party or apply it to uses other than the recipient's performance of this Agreement.
25.2 Such Confidential Information if disclosed in writing shall be marked or identified as confidential or a
similar designation, or if orally or visually disclosed, shall be identified as the confidential information of the
disclosing party at the time of disclosure and then summarized in writing and provided to the recipient in
such written form within thirty (30) days after such oral or visual disclosure.
25.3 Obligation of Confidentiality. Each party agrees that for a period of three (3) years from termination of
this Agreement, it shall use the same degree of care that it utilizes to protect its own information of a similar
nature, but in any event not less than reasonable care, to prevent the unauthorized use or the disclosure of
such Confidential Information to third parties. The Confidential Information shall be disclosed only to
employees and consultants of a recipient with a "need to know" who are instructed to and agree in writing to
not disclose third party Confidential Information, and who shall use the Confidential Information only for the
purpose set forth above. A recipient may not alter, decompile, disassemble, reverse engineer, or otherwise
modify any Confidential Information received hereunder and the mingling of the Confidential Information with
information of the recipient shall not affect the confidential nature or ownership of the same as stated
hereunder.
25.4 Ownership of Confidential Information. All Confidential Information is, and shall remain, the property
of the disclosing party. Nothing herein shall be construed as granting or conferring any rights by license or
otherwise in the Confidential Information except as expressly provided herein. A recipient acquires
hereunder only a limited right to use the Confidential Information solely for the purpose of performing its
obligations under this Agreement.
25.5 Return of Confidential Information. Upon the written request of the disclosing party, or upon the
expiration or termination of this Agreement, the recipient shall promptly return all copies of the Confidential
Information, in whatever form or media, to the disclosing party or, at the direction of such party, destroy the
same. The recipient shall certify in writing to the other such return or destruction within ten (10) days
thereafter.
25.6 Exceptions to Obligation of Confidentiality. This Agreement shall impose no obligation of
confidentiality upon a recipient with respect to any portion of the Confidential Information received
hereunder which is: now or hereafter, through no unauthorized act or failure to act on recipient's part,
become generally known or available lawfully known to the recipient without an obligation of confidentiality at
the time recipient receives the same from the disclosing party, as evidenced by written records; hereafter
lawfully furnished to the recipient by a third party without restriction on disclosure; furnished to others by the
disclosing party without restriction on disclosure; or independently developed by the recipient without use of
the disclosing party's Confidential Information.
25.7 Nothing in this Agreement shall prevent the receiving party from disclosing Confidential Information to
the extent the receiving party is legally compelled to do so by any governmental investigation or judicial
agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to
any such disclosure, the receiving party shall (a) assert the confidential nature of the Confidential
Information to the agency, (b) immediately notify the disclosing party in writing of the agency’s order or
request to disclose and (c) cooperate fully with the disclosing party in protecting against any such disclosure
and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its
confidentiality.
25.8 Neither party shall disclose, advertise, or publish the terms or conditions of this Agreement without the
prior written consent of the other party.

26 Trademarks.
26.1 “Trademarks and Intellectual Properties of Winaxis & OEM” or “BA-WT2 Trademarks” mean those
trademarks, trade names, service marks, slogans, designs, distinctive advertising, labels, logos, and other
trade-identifying symbols as are or have been developed and used by Winaxis or BA-WT2, as the case may
be for the purposes of marketing and promoting its Products.
26.2 Each party acknowledges that all of each other’s Trademarks are vested in such party absolutely.
Winaxis authorizes BA-WT2 to use the Winaxis name or Winaxis Trademarks associated with the Products
which BA-WT2 is authorized to sell or license, within the Territory in the normal course of business during the
term of this Agreement for the sole purpose of the sale and distribution of Products hereunder. Neither party
acquires any rights to the other’s Trademarks by its use.
26.3 BA-WT2 undertakes to use the trademark “Winaxis” in all its marketing and sale of the Products.
26.4 Neither party shall remove, alter, or modify the serial or identification numbers, labels, Trademarks, or
other trade-identifying symbols from Products sold or licensed by the owning party under this Agreement.
The parties shall provide all reasonable assistance, including execution of documents as requested by the
other party to protect its trademark rights in the Territory.

27 General.
27.1 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns. Except as expressly permitted in this Agreement,
neither party shall assign or delegate this Agreement or any of its rights, duties or obligations to any person or
entity without the prior written consent of the other party, except that BA-WT2 may assign this Agreement to
any parent, subsidiary, or sister company. Any delegation or assignment without such consent shall be null
and void.
 27.2 Notices. Notices shall be given in writing to the following addresses:
To BA-WT2: To Winaxis:
xxxxxxxxxxxx xxxxxxxxxx Win Axis Consultants Pvt. Ltd.
Xxxxxxxxxx, xxxxxxxxx, xxxxxxx – 220022 L2, R S Plaza, Ring Road, Near Jagrani Hospital,
Lucknow – 226022(UP), INDIA.
Any notice involving non-performance, termination or renewal shall be sent by recognized overnight courier,
return receipt requested. All other notices may be sent by (i) recognized overnight courier or (ii) by fax or
email and confirmed by first class mail. All notices shall be deemed to have been given and received on the
earlier of actual delivery or five (5) days from the date of postmark.
27.3 Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to
the subject matter hereof, may be modified only in a writing signed by both parties, and shall supersede any
and all other agreements between them regarding such subject matter.
27.4 Force Majeure. Neither party shall be liable to the other for any alleged loss or damage resulting from
any delay of performance caused by acts of the other, acts of civil or military authority, governmental
priorities, earthquake, fire, flood, epidemic, quarantine, energy crisis, strike, labor trouble, war, riot, accident,
shortage, delay in transportation, or any other causes beyond the reasonable control of the delayed party.
27.5 Waiver. Any waiver of a default in performance hereunder shall be deemed a waiver of the particular
instance only and shall not be deemed consent to continuing default. The exercise of any right or remedy
provided in the Agreement shall be without prejudice to the right to exercise any other right or remedy
provided by law or equity.
27.6 Unenforceability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, a
modified provision shall be substituted which carries out as nearly as possible the original intent of the
parties and the remaining provisions shall in no way be affected thereby.
27.7 Attorney’s Fees. In any action to enforce this Agreement the prevailing party shall be awarded all
court costs and reasonable legal fees incurred.
27.8 Relationship of Parties. The parties hereto are independent contractors and shall not be
deemed to be partners, joint ventures, or agents of the other
27.9 Governing Law. THIS AGREEMENT AND ALL EXHIBITS HERETO SHALL BE CONSTRUED IN
ACCORDANCE WITH AND ALL DISPUTES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF
LUCKNOW COURT, INDIA.
27.10 Arbitration. Any dispute or disagreement between the Parties arising out of or in connection with this
Agreement, which is not settled to the mutual satisfaction of the Parties within thirty (30) days (or such
longer period as may be mutually agreed upon) from the date that either Party informs the other in writing
that such dispute or disagreement exists, shall be settled by arbitration in New Delhi, India in accordance
with the Rules of Arbitration of the Indian Chamber of Commerce (ICC). Any arbitrator shall, if possible, be
knowledgeable and experienced in the telecommunications and computer industries, including without
limitation as to software and related intellectual property issues and an attorney and/or a retired judge. The
costs of arbitration, including the fees and expenses of the arbitrator, shall be shared equally by the Parties
unless the arbitration award provides otherwise. Each Party shall bear the cost of preparing and presenting
its case. The Parties agree that the arbitrator shall have no power or authority to make awards or issue
orders of any kind except as expressly permitted by this Agreement, and in no event shall the arbitrator
have the authority to make any award that provides for punitive or exemplary damages. The arbitrator’s
decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award
may be confirmed and enforced in any court of competent jurisdiction.
27.11 Equitable Relief. Notwithstanding the determination by the Parties to utilize arbitration as specified
above for resolution of disputes arising out of or in connection with this Agreement, nothing herein shall
preclude either Party from seeking and obtaining from a court of competent jurisdiction appropriate
equitable relief, including without limitation a temporary restraining order or other injunctive relief, to prevent
a breach of this Agreement or to otherwise maintain the status quo pending outcome of any arbitration.
27.12 Choice of Language. The original of this Agreement is in English and Winaxis and BA-WT2 waives
any right to have it written in any other language.

28 EXPORT RESTRICTIONS
You acknowledge that the Networks Products may be subjected to the export control laws and regulations of
India, and any amendments thereof. You confirm that you will not export or re-export the Products, directly or
indirectly, either to (i) any countries that are subject to India export restrictions (ii) any end user who you
know or have reason to know will utilize them in the design, development or production of nuclear, chemical
or biological weapons; or (iii) any end user who has been prohibited from participating in the India export
transactions by any Law agency of the Indian Government. You further acknowledge that the Products may
include technical data subject to export and re-export restrictions imposed by India law.

Subject to the terms and conditions set forth herein below, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives on the date(s) shown below.
Ist Party: Winaxis IInd Party: BA-WT2
For and on behalf of First Party For and on behalf of Second Party:
Name: Prateek Dubey Name: xxxxxxxx xxxxxxxx
Designation: Vice President – Sales Designation:

Signature: Signature:
Place: Place:
Date: Date:
Witness 1 Witness 2

Name: Name:
Address: Address:

Signature: Signature:
Place: Place:
Date: Date: