“**AGENCY AGREEMENT** **THIS AGREEMENT** (“”Agreement””) is made and entered into this _____ day of ________, 20___, by and between ____________________________________ (“”Principal””), and ____________________________________ (“”Agent””). **1. DEFINITIONS:** 1.1. “”Agreement”” means this Agency Agreement and all its appendices, schedules, and attachments. 1.2. “”Principal”” means the party who appoints the Agent to act on their behalf under this Agreement. 1.3. “”Agent”” means the party who is appointed by the Principal to act on their behalf under this Agreement. 1.4. “”Parties”” means the Principal and the Agent collectively. **2. APPOINTMENT OF AGENT:** 2.1. The Principal hereby appoints the Agent, and the Agent hereby accepts such appointment, to act as an authorized agent for the Principal in the specific manner as described in the Schedule attached. **3. DUTIES OF THE AGENT:** 3.1. The Agent agrees to perform the services as described in the Schedule attached hereto. **4. COMPENSATION OF THE AGENT:** 4.1. The Principal agrees to pay the Agent a fee as described in the Schedule attached hereto. **5. TERM AND TERMINATION:** 5.1. The term of this Agreement shall commence on the Effective Date and shall continue until terminated as per the terms of this Agreement. **6. CONFIDENTIALITY:** 6.1. The Agent agrees to keep confidential all non-public information obtained under this Agreement. **7. INDEMNIFICATION:** 7.1. Each Party agrees to indemnify and hold harmless the other Party against any and all losses, damages, claims, and expenses incurred by the indemnified Party arising out of the indemnifying Party’s breach of this Agreement. **8. INTELLECTUAL PROPERTY:** 8.1. All intellectual property rights in relation to the services provided by the Agent under this Agreement shall remain the property of the Principal. **9. GOVERNING LAW AND JURISDICTION:** 9.1. This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of _________, India. **10. FORCE MAJEURE:** 10.1. Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond the reasonable control of the Party. **11. ENTIRE AGREEMENT:** 11.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings or agreements, whether oral or written, relating to the subject matter of this Agreement. **12. AMENDMENT:** 12.1. This Agreement may only be amended in writing signed by both Parties. **13. WAIVER:** 13.1. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party waiving its rights. **14. SEVERABILITY:** 14.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in force. **15. NOTICE:** 15.1. Any notice required or permitted to be given under this Agreement shall be in writing and sent to the relevant Party at the address specified in this Agreement. **16. ASSIGNMENT:** 16.1. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. **17. RELATIONSHIP OF PARTIES:** 17.1. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the Parties. **18. NO THIRD-PARTY BENEFICIARIES:** 18.1. This Agreement is for the benefit of the Parties only and is not intended to confer any rights or benefits on any third party. **19. DISPUTE RESOLUTION:** 19.1. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. **20. SURVIVAL:** 20.1. The rights and obligations of the Parties that by their nature should survive termination or expiration of this Agreement shall survive such termination or expiration. **IN WITNESS WHEREOF**, the Parties have executed this Agency Agreement as of the date first above written. ___________________________ ___________________________ (PRINCIPAL) (AGENT) Witnesses: 1. ________________________ 2. ________________________ This Agreement is subject to stamp duty as per the Indian Stamp Act, 1899 and is enforceable and admissible as evidence in the court of law.”