1. Interpretation:
1.1 Capitalised terms not defined herein shall have the meaning ascribed to them in the Master Agreement (“Agreement”) executed between the Parties.
1.2 Reference to statutory provisions shall be construed as meaning and including references also to any amendment or re-enactment (whether before or after the Execution Date) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions.
1.3 Words denoting the singular shall include the plural and words denoting any gender shall include all genders. The words “include” and "including” are to be construed without limitation.
1.4 Any reference to “writing” shall include printing, typing, lithography, or transmissions by facsimile and other means of reproducing words in visible form, with the specific exclusion of electronic mail and text messages sent via mobile phones.
1.5 The words “include” and “including” are to be construed without limitation.
1.6 No provisions shall be interpreted in Favour of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting hereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof.
2. Intellectual Property Rights:
2.1 All products parts, processes, applications, software, technology, works of authorship, inventions, notes, manuals, data and documentation (if any), in relation to the Charging Station, together with all right, title and interest, including any Intellectual Property Rights therein, and other tangible or intangible work product and materials will be the exclusive property of the 1stParty. 2.2 The 2nd Party hereby acknowledges that all Intellectual Property Rights in the Charging Station shall belong solely and absolutely to the 1st Party. The 2nd Party shall not have any legal claim on it and may not use/distribute/reverse engineer/commercially exploit or otherwise cause such Intellectual Property to fall in public domain knowingly or unknowingly, either directly or indirectly.
2.3 The 1st Party shall grant to the 2ndParty a non-exclusive, royalty free and revocable license to use its Intellectual Property in the Charging Station for any lawful and commercial purpose as contemplated and intended under this Agreement. The 2ndParty shall use the 1st Party’s Intellectual Property Rights only as set forth in this Agreement and solely in order to perform it obligations under the Agreement and shall use the same subject to and in accordance with the prior permission and instructions of 1st Party issued for this purpose. Except as set forth herein, the 2nd Party shall not use the1st Party’s Intellectual Property as part of its own trademarks, service marks or trade names.
2.4 At the request and expense of the 1st Party, the 2nd Party will sign such documents and do such things reasonably necessary in the opinion of the 1st Party to enable the 1stParty to obtain, defend and enforce its Intellectual Property Rights in the Charging Station.
2.5 All pre-existing Intellectual Property Rights shall continue to vest with the owner of such Intellectual Property Rights. For the purposes of the Agreement and these Additional Terms, “Intellectual Property Rights” or “Intellectual Property” means any and all trademarks and services marks, copyrights, design rights, moral rights, patents, patent applications trade secrets, technical know-how, performance rights, database rights, Internet, wireless access points and other new media rights, names, logos and codes, publicity rights, and any and all other intellectual property and proprietary rights of any nature whatsoever that subsist, or may subsist, whether registered/capable of registration or not, in relation to the Charging Station or a part thereof, which exist, or may exist, in any jurisdiction.
3. Confidential Information:
3.1 Except with the prior written permission of the 1stParty, the 2nd Party shall not:
3.1.1 Disclose the Confidential Information to any other person;
3.1.2 Make copies of the Confidential Information;
3.1.3 Disclose to any other person the details of this Agreement and the engagement agreed or proposed between the Parties;
3.1.4 Reproduce, reverse engineer, copy, view, tamper corrupt, access or use the software containing Confidential Information;
3.1.5 Any reproduction of Confidential Information shall contain all confidential or proprietary legends that appear on the original. The 2nd Party shall not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of 1stParty’s Confidential Information;
3.1.6 The 2nd Party will promptly upon discovery notify 1st Party in writing in the event of any loss or unauthorized disclosure of Confidential Information.
3.1.7 The 2ndParty agrees to hold the 1st Party's Confidential Information instruct confidence and to use it only for business purposes (“Purpose”). The 2nd Party agrees to limit the disclosure to those officers, directors, employees and contractors having a need-to- know only for the Purpose and having similar confidentiality obligations imposed upon them; and
3.2 The 1st Party’s Confidential Information (including any Confidential Information approved for release in writing by the1st Party), intellectual property and other proprietary rights and licenses shall remain the exclusive property of the 1st Party. For the purposes the Agreement and these Additional Terms, “Confidential Information” means any information disclosed by the 1st Party to the 2nd Party in any form, including but not limited to, prototypes, of information, charts, designs, parts, components, data, business plans, proposals, pitchbooks, research, discoveries, flow charts, reports, ideas, know-how, drawings, technical/financial/operational/business information, trade secrets, customer and supplier lists, computer programs, software, contracts, blue prints, specifications, operating techniques, processes, models, test results, drawings, designs, CAD data, algorithms, firmware, specifications and other details pertaining to motor, motor controller, gearbox, DC-DC converter, charger, battery pack, thermal management systems, rapid charging, contactors, connectors, wiring harness and either components of electric vehicles or charging infrastructures developed, and all derivatives and intellectual property therein. Confidential Information excludes information that (a) was in the public domain prior to the time of disclosure or becomes publicly known without any fault of 2nd Party, or (b) was disclosed by a third person to the 2nd Party without restriction as to use or disclosure, (c) was independently developed by the 2nd Party without the use of or reference to the Confidential Information as evidenced by the 2nd Party's contemporaneous written records, or(d) information that is required to be disclosed to a statutory/regulatory/governmental authority under Applicable Law.
4. General:
4.1 The Parties agree that the relationship between the Parties is that of principal and principal only. Nothing contained in the Agreement and these Additional Terms shall be construed or interpreted as constituting an agency, a partnership or employer-employee relation between the Parties.
4.2 All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in the name clause of the Agreement (either Party may change their respective address or service by giving notice of the change to the other Party). Any such notice may be delivered personally, by commercial overnight courier, facsimile transmission or email.
4.3 Neither Party shall assign or otherwise transfer the Agreement or Additional Terms or any of its rights and obligations hereunder whether in whole or in part, without prior mutual agreement between the Parties.
4.4 Failure or delay by either Party to enforce any provision of the Agreement or Additional Terms shall not be deemed a waiver of future enforcement of that or any other provision.
4.5 The provisions contained in each clause and sub-clause of the Agreement and Additional Terms, shall be enforceable independently of each of the others and if a provision of this Agreement is, or becomes, illegal, invalid or deemed unenforceable by any court or administrative body of competent jurisdiction it shall not affect the legality, validity or enforceability of any other provisions of this Agreement. If any of these provisions is so held to be illegal, invalid or unenforceable, but would be legal, valid or enforceable if some part of the provision were deleted, the provision in question will apply with such modification as may be necessary to make it legal, valid or enforceable.
5. Jurisdiction and Dispute Resolution:
5.1 The Agreement and Additional Terms shall, in all respects, be governed by and construed in accordance with the laws of India.
5.2 Any dispute arising between the Parties out of or in connection with the terms and conditions of the Agreement and Additional Terms shall first be resolved by mutual discussion.
5.3 In the event the Parties fail to reach an amicable solution within a period of 60 (sixty) days, such dispute shall be referred to arbitration by a sole arbitrator, to be appointed with the consent of both Parties. The arbitration proceedings shall be in accordance with the Arbitration and Conciliation Act, 1996. The venue of arbitration proceedings shall be Bengaluru, Karnataka. The language to be used in the arbitration proceedings shall be English.
5.4 The Parties hereby agree that the Courts in Bengaluru, Karnataka shall have exclusive jurisdiction.
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