Associate Agreement

ASSOCIATE AGREEMENT

Dear Expert,

The company Atreya Innovations Private Limited is engaged in the business of production and supply of Nadi Tarangini: a Patented, Award-winning, digital instrument. It also provides the necessary courses and lectures based on timeless realm of Ayurveda Knowledge. As part of the same, we have conducted and recorded your (herein after be called “the Associate”) lecture as part of a series of Video Lectures (herein after called “the Lectures”) of the Course offered/ to be offered by the Company and now the Company desirous to distribute the recorded lectures in the market on the terms and conditions mutually accepted and recorded below:

1. It is expressly admitted by the parties that the Company shall have the sole Copyright and Distribution right over the sale and supply of the Video Lectures in the market. Further, the Company shall have the sole right to edit/modify and dub the Video lectures in any other language at their own discretion without obtaining any prior permission from an Associate.
2. The Company shall pay a Onetime Initial Fee of Rs. 7,500/- for the video lecture/ session recorded/conducted by an Associate. Additionally, the Company shall pay a Royalty of 7.5% for each course/lecture (in any language) sold by the Company to the end Consumer/ client. The Royalty shall be paid to an Associate on Quarterly basis based on the number of actual sales recorded by the Company from time to time.
3. It is explicitly agreed by an Associate that Tax Deducted at Source [TDS] will be applicable to the Fees payable by the Company as per the law and an Associate shall at no point of time take any objection for the same.
4. The Company reserves right to use an Associate name/image for marketing and promotional activities of its courses through Social Media, Banners, Conducting Seminars etc. An Associate may also volunteer to market the said video in his own capacity for reaching the target audience and improving the sales of the Video Lectures to be sold to the end consumers.
5. The company shall along with the Video Lectures sold to the end consumer, shall provide a Question and Answers Section for the consumers to ask any queries upon completion of the video. An Associate shall answer the queries within reasonable time as per his discretion.
6. It is specifically agreed between the Parties that an Associate, its Partners, Associates etc. shall not at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any third party/ies/ person/s, Firm/s, Corporation/s, or other entity in any manner whatsoever any information concerning any matters of the Institute, its associate institute, firm etc. that may come to the knowledge of an Associate and / or that are disclosed to an Associate including but not limited to any of its client names, trade policies and / or other trade secrets and other matters that are deemed to be confidential and / or important by the Institute. It has been specifically agreed by an Associate that breach of the said confidentiality terms shall be considered as material breach of this Associate Agreement.
7. It has been expressly agreed between the parties that the relation of the Company and Associate/ its Authorized Partner is purely contractual in nature and an Associate shall not be entitled to claim any of the statutory benefits given to an employee and shall always keep the Company and / or its Directors /Management etc. indemnified and harmless as regards the same.
8. An Associate further specifically agrees and undertakes that he/she shall not at any point of time claim themselves to be an employee and / or take any such contention at any point of time and / or claim any right/s as that of a employee of the Company and shall always keep indemnified and save harmless the Company as regards the same.
9. An Associate further specifically agrees and undertakes that they shall abide by all the policies, rules and regulations of the Company framed for An Associates.
10. It is specifically agreed between the Parties that either party shall be entitled to terminate the present Associate Agreement by giving a Ninety days’ notice in writing.
11. It is agreed between the parties that all disputes and / or transactions arising out of any terms of this Associate Agreement and / or all legal actions brought to enforce the terms of this Associate Agreement shall be subject to sole and exclusive jurisdiction of Courts at Pune only, exclusion to all other courts.
12. It is agreed by an Associate that the failure of the Company to enforce any right resulting from breach of any provision of this Agreement by An Associate shall not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.
13. It is specifically agreed by an Associate that the existing Intellectual Property Rights of the Company or the rights of any nature created by the Company during the period of this Agreement due to execution of various roles and responsibilities/ duties by an Associate under this Agreement shall be exclusive property of the Company and an Associate shall not at any time during the tenure of this Agreement and thereafter claim any right, title or interest in the same.
14. The provisions of this Associate Agreement are severable. If any provision of this Associate Agreement is held unenforceable, the remaining provisions shall nevertheless remain enforceable. If a court holds that any provision of this Associate Agreement is unenforceable, the court making such determination shall modify, among other things, the scope or duration of the provision, to preserve the enforceability thereof to the maximum extent then permitted by law.
15. This Agreement may not be amended except in writing signed by each of the parties and in the event of any conflict of any terms with any previous agreement/s entered by the Company with An Associate, the terms of this Associate Agreement shall supersede and prevail over all such Agreement/s / understanding/s.
16. This agreement will be ineffective after 31st December 2030, unless extended by further mutual agreement between the parties.

IN WITNESS WHEREOF the parties hereto have signed and executed these presents on the day and year first above written.

Date: 01 December 2023