Exploring Tourism – Partner Management System

DESTINATION PARTNER AGREEMENT

Agreement No: -

Date: ______

This Destination Partner Agreement ("Agreement") is executed on ______ ("Execution Date")

BETWEEN

MVM Infotech Private Limited, a company incorporated under Companies Act, 2013 having CIN: U72900UR2021PTC013425 and registered office at B-214 Tower B, The Forest Residency, Dehradun, Uttarakhand, India, 248003 (hereinafter referred to as “MVM” which expression shall mean and include, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors, representatives and permitted assigns) of the FIRST PART;

AND

Company Name, a company/partnership/limited liability partnership/ proprietorship having registration number / registered on Registration No and registered office at Company Address, Country Name (hereinafter referred to as “Destination Partner” which expression shall mean and include, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors, representatives and permitted assigns) of the SECOND PART;

MVM and Destination Partner shall hereinafter collectively referred to as "Parties" and individually as the "Party".

WHEREAS:

A. MVM is, inter-alia, a technology company which owns and operates the website https://www.exploringtourism.com/ under worldwide brand known “Exploring Tourism” and country specific website Website Url affiliated to it.
B. MVM, through its website, connects prospective Tourist(s) and Destination Partners across the globe to facilitate creation of Tour Package(s) as per Tourist(s) needs.
C. MVM, in order to facilitate communication between Tourist(s) and Destination Partners, operates an intermediary platform called Enquiry Management System (EMS) wherein Tourist(s) can virtually connect and communicate with the Destination Partner to create Tour Package(s).
D. Destination Partner is, inter-alia, engaged in the business of providing tour and travel services in Country Name.
E. Basis the above, Destination Partner has approached MVM to become MVM’s partner in Country Name for providing Tour Package(s) to Tourist(s) through MVM’s platform.
F. The Parties are desirous of entering into this Agreement to record the terms and conditions agreed between then in the manner hereinafter mentioned.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATIONS
1. 1.1 In this Agreement, the following terms, to the extent not inconsistent with the context thereof, shall have the following meanings assigned to them herein below:
  1. 1.1.1 Applicable Law includes all applicable statute, law, enactment, regulation, rule, ordinance, judgment, notification, rule of common law, order, decree, byelaw, policy, permit, direction, guideline, requirement or other governmental restriction, or any interpretation having force of law, by any governmental authority having jurisdiction over the matter in question, whether in effect on the Execution Date or thereafter.
  2. 1.1.2 Commission Fee shall mean and include the commission payable by Destination Partner to MVM as per the terms of clause 4 of this Agreement.
  3. 1.1.3 Enquiry Management System (EMS) shall mean the service provided by MVM to Destination Partner(s) and Tourist(s) to connect and communicate with each other for planning and creating Tour Package(s).
  4. 1.1.4 Intellectual Property Right means and includes but is not limited to, all intellectual property existing on the Execution Date or any time thereafter and shall include, but not limited to, trademarks, copyrights, patents, patent applications and other patent rights (including any divisions, continuations, continuations-in-part, substitutions or reissues thereof, amendments, additions, service marks, logos, brand names, get-up, trade names, internet domain names, or corporate names, rights in designs, copyright (including rights in computer software and any related source codes, object codes, and documentation related thereto), software products and any other intellectual property rights, whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.
  5. 1.1.5 Personally Identifiable Information (PII) shall mean and include any information or set of information, whether alone or in combination with other personal information gathered, processed, used or stored which is sufficient to identify the individual and Personally Identifiable Information as per the applicable law of the Territory.
  6. 1.1.6 Platform shall mean and include, but is not limited to, website https://www.exploringtourism.com/ under worldwide brand known “Exploring Tourism”, country specific websites affiliated to it, EMS and Partner Management System.
  7. 1.1.7 Platform Content shall have the same meaning as attributed to it under clause 2.5 of this Agreement.
  8. 1.1.8 Services shall mean and include, but not limited to, planning and creation of Tour Package(s) by the Destination Partner for the Tourist(s) as per the terms of this Agreement.
  9. 1.1.9 Tour Package(s) shall mean to include, but not limited to, sightseeing, travel activities, special services such as tour guide, transport, hotel etc. However, it shall exclude airfare for the Tourist(s).
  10. 1.1.10 Tourist(s) shall mean all such visitors on https://www.exploringtourism.com/ and country specific website Website Url affiliated to it who submit enquiries for tour and travel package(s).
  11. 1.1.11 Terms and Conditions shall mean to include Terms and Conditions for Destination Partners as made available on EMS.
  12. 1.1.12 Territory shall mean the territory of Country Name.
2. 1.2 In these Terms, unless the context otherwise requires
  1. 1.2.1 The expressions/words referred to in this Agreement shall, unless defined otherwise or inconsistent with the context or meaning thereof, bear the meaning ascribed to them under the relevant statute/ legislation.
  2. 1.2.2 Reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the date of this Agreement) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions.
  3. 1.2.3 Words denoting the singular shall include the plural and words denoting any gender shall include all genders.
  4. 1.2.4 Headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information only and shall not form part of the operative provisions of these Terms or the annexure hereto and shall be ignored in construing the same.
  5. 1.2.5 The terms “hereof” “herein” and “herewith” or similar expressions used in these Terms mean and refer to these Terms and not to any particular clause of this Agreement.
  6. 1.2.6 Unless otherwise specified in a particular case, reference to days, months and years are to calendar days, calendar months and calendar years, respectively.
  7. 1.2.7 The words “include” and “including” are to be construed without limitation unless the context otherwise requires or unless otherwise specified.

2. SCOPE OF SERVICES
1. 2.1 MVM hereby appoints the Destination Partner, on non-exclusive basis, for providing Services with respect to planning and creation of Tour Package(s) for the Tourist(s) in accordance with the terms of this Agreement.
2. 2.2 It is clarified that MVM is an intermediary which connects the Tourist(s) with the Destination Partner for planning and creation of Tour Package(s) for the Tourist(s).
3. 2.3 The Destination Partner shall register itself with MVM as per the terms of clause 3 of this Agreement.
4. 2.4 MVM shall grant Destination Partner access to the Platform subject to the provisions of this Agreement and the Terms and Conditions of EMS and/or the website(s) operated by MVM in order to facilitate the Services.
5. 2.5 In addition to the Services, the Destination Partner shall also upload, maintain and update, on a monthly basis the following information on Website Url website (hereinafter called as “Platform Content”), which shall include, but is not limited to:
  1. a. Hotels
  2. b. Tour Package
  3. c. Sightseeing
  4. d. Travel Activities
  5. e. Transportation
  6. f. Promotions
  7. g. Places to visit
6. 2.6 However, the Platform Content shall not contain any PII of Destination Partner, including but not limited to, social media addresses, contact information, name, address, etc.
7. 2.7 It is clarified that the Destination Partner shall obtain prior written approval of MVM before uploading, maintaining and updating the Platform Content, as per the terms provided herein.
8. 2.8 MVM shall approve or reject the Platform Content within 7 (seven) days of receipt of the Platform Content from the Destination Partner. In case MVM does not provide any approval with respect to the Platform Content, within 7 (seven) days of receipt of the Platform Content, such Platform Content shall be deemed to be rejected. Furthermore, in case the Platform Content is rejected by MVM, the Destination Partner shall not later than 30 (thirty) days revise and share the revised Platform Content with MVM for their approval.
9. 2.9 The Destination Partner understands and acknowledges that MVM shall not be held liable, for any reason whatsoever, for the Platform Content which will be uploaded and maintained by the Destination Partner and/or the rates that maybe quoted by the Destination Partner to the Tourist(s) for the Tour Package(s). The Destination Partner shall indemnify and hold harmless, to the fullest extent, MVM for any loss or liability that may occur with respect to the Platform Content and/or the rates that maybe quoted by the Destination Partner to the Tourist(s) for the Tour Package(s). The provisions of this clause shall apply in perpetuity and survive the termination of this Agreement.

3. REGISTRATION
1. 3.1 At the time of signing of this Agreement, the Destination Partner shall share with MVM the following PII:
  1. 3.1.1 Name of the Destination Partner/entity
  2. 3.1.2 Email Address
  3. 3.1.3 Mobile/Telephone number
  4. 3.1.4 Current Location
  5. 3.1.5 Valid government identification/documentation
2. 3.2 The Destination Partner undertakes to provide complete and accurate information to MVM, as and when needed, for registration.
3. 3.3 On successful registration of the Destination Partner and upon signing of the agreement with the Destination Partner, MVM will provide a unique username and password to Destination Partner for accessing the EMS to connect with Tourist(s) and to communicate to the Tourist(s) the available Tour Package(s) along with login credentials for Website Url website for uploading and maintaining the Platform Content.
4. 3.4 The Destination Partner shall be responsible for all activities that occur through the Destination Partner’s respective account.
5. 3.5 If MVM has the reason to believe the information/PII provided by the Destination Partner is incorrect, false, misleading in nature or otherwise not in accordance with the applicable law, then MVM shall be entitled to cancel or indefinitely suspend or block access and refuse to provide access permanently for such period as MVM deems fit.
6. 3.6 The Destination Partner shall immediately inform MVM in writing with respect to any change with respect to the PII of Destination Partner and shall provide the updated details.
7. 3.7 The Destination Partner understand and acknowledges that MVM shall not be liable for any unauthorized hacking of account of the Destination Partner or unauthorized access leading to leakage or misuse of PII. MVM shall not be held liable for any loss or damage arising from such unauthorized hacking of account of the Destination Partner and data leakage and misuse of PII.

4. DUTIES AND OBLIGATIONS OF DESTINATION PARTNER
1. 4.1 Destination Partner shall use EMS for:
  1. 4.1.1 Connecting and communicating with Tourist(s);
  2. 4.1.2 Replying to Tourist(s) enquiries and/or communications within 24 hours of receipt of such enquiry/communication. It is clarified that in case the Destination Partner is unable to reply to Tourist(s) enquires and/or communication as per the terms of this clause, the Destination Partner shall immediately inform MVM in writing about its inability to reply to the Tourist(s) along with the reason for the delay and shall intimate a subsequent timeline by which the Destination Partner will be able to respond to the Tourist(s).;
  3. 4.1.3 Keeping the status of enquiries updated. Upon confirming the Tour Package by the Tourist(s) and upon receipt of payment from the Tourist(s), the Destination Partner will update status of the enquiry in EMS as “Booking Confirmed”..
2. 4.2 Subject to the Terms and Conditions, Destination Partner shall not use EMS for:
  1. 4.2.1 Sharing their username and password for accessing EMS with Tourist(s);
  2. 4.2.2 Sharing any PII with Tourist(s) such as their name, address, email address, and other contact information. It is clarified that in case a written request is received by the Destination Partner from the Tourist(s) to share their contact number for ease of communication, the Destination Partner shall obtain written consent from MVM prior to sharing the contact details. It is further clarified that in case the Destination Partner and the Tourist(s) are communicating directly, via the contact details shared by the Destination Partner as per this clause, the Destination Partner shall immediately inform MVM in writing about the discussion between the Destination Partner and the Tourist(s);
  3. 4.2.3 Sharing any PII on proposals sent to Tourist(s).
3. 4.3 Subject to the Terms and Conditions, Destination Partner shall only share his PII, which includes the name, address, contact details and bank account details, after the Tour Package has been confirmed with its status updated as stipulated under this Agreement and invoice is shared with the Tourist(s) on EMS.
4. 4.4 The Destination Partner shall neither use any Intellectual Property of MVM for any reason whatsoever nor shall share any document with the Tourist(s), including but not limited to, proposals, itineraries, Tour Package(s) and/or invoices, bearing any logo or any other Intellectual Property of MVM.
5. 4.5 The Destination Partner acknowledges and agrees to comply with all applicable law and regulations, including but not limited to data protection and user privacy.
6. 4.6 In addition to the aforementioned provisions, the Destination Partner shall also comply with the Terms and Conditions. In case of any conflict between the provision of the Terms and Conditions and this Agreement, the provisions of this Agreement shall prevail.
7. 4.7 Notwithstanding anything in this Agreement, violation of the foregoing clauses will be considered as a material breach and in such event, MVM reserves the right to disable the Destination Partner’s access to EMS indefinitely and terminate this Agreement as per the terms provided herein this Agreement.

5. COMMISSION FEE AND PAYMENT ARRANGEMENT
1. 5.1 The Destination Partner shall pay to MVM a Commission Fee of ______% of the total sale invoice amount excluding any taxes or service charge or money transfer charges, on every Tour Package(s) sold to the Tourist(s).
2. 5.2 MVM will raise an invoice to the Destination Partner for payment of Commission Fee, upon departure of tour. It is clarified that in case the total outstanding Commission Fee payable by the Destination Partner is less than USD 100, the invoice will be raised by MVM as and when the total outstanding Commission Fee payable by the Destination Partner reaches at least USD 100.
3. 5.3 The invoice raised by MVM shall become payable by the Destination Partner within 7 (seven) days of receipt of invoice. It is clarified that in case the Destination Partner fails to pay the Commission Fee and clear the outstanding amount within the time as stipulated hereunder, MVM reserves the right to levy an interest of 18% per annum on the Commission Fees as well as withhold Destination Partner’s login credentials and access to EMS and Website Url till the commission amount along with the interest is duly paid.
4. 5.4 Destination Partner may pay the Commission Fee to MVM through any of the following means:
  1. 5.4.1 Bank Transfer; or
  2. 5.4.2 Pay Pal; or
  3. 5.4.3 Western Union; or
  4. 5.4.4 Any other mode of transfer as mutually agreed upon by the Partners.
5. 5.5 Any service charge/tax applicable on remittance of commission from Destination Partner to MVM shall be paid for by the Destination Partner. For example:
  
  If MVM’s agreed commission fee is 20%, and Destination Partner has generated $1000/- USD invoice to the Tourist. So MVM’s commission will be $200/- USD net. (Exclude any money transfer charges) which may be paid by the Destination Partner as follows:
  
  Via Bank Transfer : $200 USD
  
  Via PayPal : $200+6% service fee = $212 USD
  
  Via Western Union : Destination Partner will pay the transfer charges
6. 5.6 It is clarified that the amount of Commission Fees and the payment terms shall be subject to revision by MVM on yearly basis.
7. 5.7 It is clarified that if the Destination Partner fails to update the status of any of the enquiry(s) as “Booking Confirmed” and/or inform MVM with respect to any Tour Package(s) sold by them, MVM reserves the right to recover the Commission Fee on such Tour Package(s) along with ______% interest on the Commission Fee.

6. REPRESENTATIONS AND WARRANTIES
1. 6.1 Each Party represents to the other Party that:
  1. 6.1.1 It is duly organized and validly existing under the laws of the land applicable to that Party ;
  2. 6.1.2 It has the corporate power and authority to enter into this Agreement and perform its obligations hereunder; and
  3. 6.1.3 The execution and delivery of this Agreement by it does not violate any law, rule, regulation or order applicable to it or violate or contravene the provisions of or constitute a default under any documents, contracts, agreements or any other instruments to which it is a party, or which is applicable.
2. 6.2 Parties undertake to abide by lawful and ethical practices and further refrain from any unfair means.
3. 6.3 The Destination Partner shall provide the Services with reasonable care and skill and in accordance with good industry practices.
4. 6.4 The Destination Partner understands and acknowledges that the MVM does not provide any guarantee with respect to generation of certain number of enquires.
5. 6.5 The Destination Partner undertakes and acknowledges that the Platform Content uploaded and maintained by the Destination Partner does not infringe the Intellectual Property of MVM or any third party.
6. 6.6 The Destination Partner shall ensure that all the Platform Content is original and plagiarism free and has further been obtained by lawful means.
7. 6.7 The Destination Partner shall ensure that all the Platform Content uploaded and maintained by the Destination Partner does not contain any content that is obscene, libelous, violative of any right of MVM or any third party or otherwise in contravention of law.
8. 6.8 The Destination Partner understands and acknowledges that MVM shall not be held liable, for any reason whatsoever, for the Platform Content which will be uploaded and maintained by the Destination Partner and/or the rates that maybe quoted by the Destination Partner to the Tourist(s) for the Tour Package(s). The Destination Partner shall indemnify and hold harmless, to the fullest extent, MVM for any loss or liability, including but not limited to breach of Intellectual Property of any third party, that may occur with respect to the Platform Content and/or the rates that maybe quoted by the Destination Partner to the Tourist(s) for the Tour Package(s).

7. TERM AND TERMINATION
1. 7.1 This Agreement shall be effective from the Execution Date and shall remain in force unless terminated by MVM in writing.
2. 7.2 MVM reserves the right to terminate this Agreement with cause, by giving a notice of not less 1 (one) day to the Destination Partner to terminate this Agreement. It is clarified that on the date of issuance of notice by MVM to the Destination Partner to terminate the Agreement, MVM shall withhold Destination Partner’s login credentials and access to EMS, partner management system (PMS), and Website Url along with any data/information contained therein. It is further clarified that MVM reserves the right to immediately appoint another Destination Partner for the Territory upon issuance of the termination notice to the Destination Partner.
3. 7.3 The Destination Partner may terminate this Agreement with cause, by giving a written notice of not less 1 (one) day to MVM to terminate this Agreement. It is clarified that on the date of issuance of notice by MVM to the Destination Partner to terminate the Agreement, MVM shall withhold Destination Partner’s login credentials and access to EMS, partner management system (PMS) and Website Url along with any data/information and contained therein. It is further clarified that MVM reserves the right to immediately appoint another Destination Partner for the Territory upon receipt of a termination notice from the Destination Partner.
4. 7.4 MVM also reserves the right to immediately terminate this Agreement in the following cases:
  1. 7.4.1 If Destination Partner becomes insolvent or is declared bankrupt or goes into liquidation, voluntary or compulsory; and
  2. 7.4.2 If Destination Partner is found to have been indulged in fraud, wilful misconduct or illegal conduct.
5. 7.5 Immediately upon termination of this Agreement in accordance with the provisions of this Agreement:
  1. 7.5.1 The Destination Partner shall hand over and/or destroy all confidential information in relation to MVM, the website https://www.exploringtourism.com/ under worldwide brand known “Exploring Tourism” and country specific website Website Url affiliated to itand EMS;
  2. 7.5.2 The Destination Partner shall forthwith make payments towards all the outstanding Commission Fees and/or any other charges payable to MVM till the date of termination of this Agreement; and
  3. 7.5.3 The Destination Partner shall forthwith transfer all information of the Tourist(s) and / or Tour Package(s) to MVM and shall also transfer any amount that is received from Tourist(s).
6. 7.6 It is clarified that MVM shall have the right to use the Platform Content even after the termination of this Agreement.

8. INTELLECTUAL PROPERTY
1. 8.1 The Parties hereto this Agreement understand and acknowledge that both the Parties shall own and retain the exclusive rights over their respective Intellectual Property and nothing contained in this Agreement shall be deemed to be construed as transfer/ assignment of intellectual property rights of one party to the other party.
2. 8.2 Parties further acknowledge that, the Intellectual Property in relation to any third party shall remain vested in such third party.
3. 8.3 The Destination Partner shall not, at any time, do or cause to be done any act or thing, directly or indirectly, which in any way impairs or tends to impair any part of MVM’s right, title or interest in any of the Intellectual Property rights and/ or affects its reputation.
4. 8.4 It is clarified that the Destination Partner shall be responsible for the Platform Content and shall have all Intellectual Property rights in the Platform Content. Further, the Destination Partner shall indemnify and hold harmless MVM, to the fullest extent, in case of any loss or liability that may arise with respect to the Platform Content.
5. 8.5 The provisions of this clause shall apply in perpetuity and survive the termination of this Agreement.

9. CONFIDENTIALITY
1. 9.1 Each Party undertakes that it will not at any time hereafter use or disclose to any person, except: (i) to its professional representatives and advisors, (ii) in the case of MVM only, to its sub-contractors (including, without limitation, business process outsourcing services providers); or (iii) as may be required by law or any legal or regulatory authority, the terms and conditions or existence of this Agreement or any business ideas, market opinions, information and/or material concerning the business or affairs of the other Party which may have or may in the future come to its knowledge. The Parties agree that all confidential information, whether written or oral, shall be received and held by them on a strictly confidential basis, and except as provided in this Agreement or as may be mutually agreed upon between the Parties and shall not be disclosed to any Person or entity whatsoever. The Parties shall ensure that the respective individuals, partners, directors, employees, officers and any other persons to whom the abovementioned information is disclosed are bound by the confidentiality obligations herein.
2. 9.2 The provisions of this clause shall apply in perpetuity and survive the termination of this Agreement.

10. INDEMNITY
1. 10.1 The Destination Partner shall indemnify and hold harmless MVM, to the fullest extent, from and against any and all direct and actual, costs, expenses, charges, damages, liabilities, claims or actions of any kind which may be incurred, suffered, brought by or threatened against MVM arising out of (and only to the extent of) breach of any obligation/provision of this Agreement and for any future agreements and/or arrangements that may be entered into by the Parties.
2. 10.2 The provisions of this clause shall apply in perpetuity and survive the termination of this Agreement.

11. NOTICES
1. 11.1 Any notices or other communication required or permitted to be given under this Agreement (“Notice”) shall be written in English and shall be delivered in any of the following modes of communication: hand delivery or delivery by courier, or by registered post with acknowledgement due or transmitted by email and properly addressed as follows. Provided where the Notice has been sent by e-mail, the said notice shall also be sent by an internationally recognised courier service or registered post or hand delivery:
  
  In the case of notices to MVM:
  
  Address: MVM Infotech Pvt. Ltd., B-214 Tower B, THe Forest Residency, Mussoorie Road, Dehradun 248003, India
  
  For attention of: Ajay Kumar
  
  Email id: partnership@exploringtourism.com
  
  In the case of notices to Destination Partner:
  
  Address: Company Address
  
  For attention of: Company Owner Name
  
  Email id: Company Email

1. 11.2 All Notices shall be deemed to have been validly given (i) when delivered, if Notice has been given by hand delivery; or (ii) within 3 (three) days of dispatch of the said Notice, if sent by prepaid registered post with acknowledgement due or by internationally recognised courier service, or (iii) at the time of confirmation of transmission recorded on the sender’s computer, if sent by email.
2. 11.3 Any Party may, from time to time, change its address or representative for receipt of Notices provided by such Party in this Agreement by giving the other Party not less than 15 (fifteen) days prior written Notice.

12. NON- SOLICITATION
1. 12.1 The Destination Partner acknowledges and agrees not to, directly or indirectly, contact, solicit, entice away or attempt to solicit or induce any customer, and/or Tourist(s), during the term of this Agreement and for a period of 2 (two) years after the term of this Agreement comes to an end or if the Agreement is terminated as described under this Agreement.

13. ASSIGNMENT AND SUB-CINTRACTING
1. 13.1 The Destination Partner shall not assign any or all its rights under this Agreement to any of its affiliate(s) without the prior written consent of MVM.
2. 13.2 The Destination Partner shall not sub-contract any or all its obligations under this Agreement to any third party without prior written consent of MVM. Provided, where the Destination Partner sub-contracts any of its obligations under this Agreement, it shall always remain liable for the performance of all the obligations under Agreement on behalf of the sub-contractor.

14. ARBITRATION
1. 14.1 If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this Agreement or regarding a question, including the question as to whether the termination of this Agreement by one Party hereto has been legitimate, the Parties hereto shall endeavour to settle such dispute amicably. The attempt to bring about an amicable settlement is considered to have failed as soon as one of the Parties hereto, after reasonable attempts which attempt shall continue for not less than 30 (thirty) days (“Discussion Period”), gives a notice thereof to the other Party in writing.
2. 14.2 In case of such failure, either Party may refer the dispute to a sole arbitrator jointly appointed by the Parties. If the Parties fail to jointly appoint an arbitrator within 30 (thirty) days after the end of the Discussion Period, the sole arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be governed by the Arbitration and Conciliation Act, 1996. The place and seat of the arbitration shall be Dehradun, Uttarakhand, India and the award of the arbitrator shall be final and binding on the Parties.

15. MISCELLENEOUS
1. 15.1 Supersession
  
  This Agreement supersedes all previous verbal and/or written communications between the Parties.
1. 15.2 Amendments
  
  No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both the Parties to this Agreement.
1. 15.3 No partnership or Agency
  
  The Parties expressly agree that nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant or employer and employee between the Parties hereto or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.
1. 15.4 Governing Law
  
  This Agreement shall be government and construed in accordance with the laws of India. Subject to the provisions of Clause 13 above, in relation to any legal action or proceedings arising out of or in connection with this Agreement, each Party hereto irrevocably submits to the jurisdiction of courts in Dehradun, Uttarakhand, India.
1. 15.5 Survival
  
  The provisions of Clause 1 (Definitions and Interpretation), 7 (Intellectual Property), 8 (Confidentiality), 9 (Indemnity), 12 (Notices), 13 (Non-Solicitation) 15 (Arbitration) and 16 (Miscellaneous) and any other provision, which expressly, or by their nature, should survive termination, shall survive termination of this Agreement..