Business Associate Agreement
Terms governing the independent contractor relationship between Udyog Odisha and our Business Associates.
Business Associate Agreement – Udyog Odisha
This Business Associate Agreement (“Agreement”) is entered into between Exvion Global Pvt. Ltd., operating the Udyog Odisha platform (“Platform”), having its Branch at Bhubaneswar, Odisha, India (“Company”), and the undersigned individual or entity (“Business Associate”), collectively referred to as the “Parties”.
1. Independent Contractor Status
The Business Associate shall perform services for the Company solely as an independent contractor and not as an employee, partner, or agent of the Company. The Business Associate shall not be entitled to any employee benefits, including but not limited to provident fund, gratuity, health insurance, or paid leave, which are provided to the Company’s employees under applicable law or internal policies.
The Business Associate shall be responsible for its own taxes, statutory deductions, registrations, and compliance obligations arising from the income earned under this Agreement.
2. Scope of Engagement
The Business Associate shall promote the Udyog Odisha Platform and refer potential Buyers, Sellers, or other users (“Referrals”) in accordance with the Company’s guidelines, marketing materials, and brand standards. The Company reserves the right to modify, suspend, or terminate the Business Associate Program at any time, with or without notice.
The Business Associate shall not represent itself as an employee, branch, or authorised dealer of the Company beyond the scope expressly permitted under this Agreement.
3. Payouts and Payment Terms
The Company shall pay the Business Associate a commission or incentive on the basis of realized revenue generated from Referrals that convert into paying users or transactions on the Platform, as per the applicable commission structure notified from time to time.
All payouts shall be made on a “Net 30” basis, i.e., within thirty (30) days from the end of the calendar month in which the revenue is realized and confirmed by the Company’s records. The Company may, at its discretion, withhold or adjust payouts where there are disputes, chargebacks, cancellations, or suspected fraudulent referrals.
4. Anti‑Spam and Prohibited Conduct
The Business Associate shall not engage in any form of unsolicited or bulk communication, including but not limited to email spam, SMS spam, WhatsApp spam, or automated messaging, using the Company’s name, links, or branding. All marketing and referral activities must comply with applicable laws, including the Information Technology Act, 2000 and related rules.
Any violation of anti‑spam or fair‑marketing norms, including spamming of links, fake leads, or misleading representations, shall constitute a material breach of this Agreement and may result in immediate termination of the Business Associate’s account and permanent ban from the Business Associate Program, without prejudice to any other legal remedies available to the Company.
5. Tax Deduction at Source (TDS)
The Company shall deduct tax at source (“TDS”) from payments made to the Business Associate in accordance with Section 194 of the Income‑Tax Act, 1961, as applicable to fees for professional or technical services or any other relevant provision, based on the nature of the payment and the status of the Business Associate.
The Business Associate shall provide all necessary information and documentation (including PAN, address, and bank details) to enable the Company to comply with its TDS and reporting obligations. The net amount after TDS shall be credited to the Business Associate’s designated bank account.
6. Intellectual Property and Brand Usage
All intellectual property rights in the Udyog Odisha Platform, including but not limited to the name, logo, trademarks, website, and content, are owned by the Company. The Business Associate is granted a limited, non‑exclusive, non‑transferable licence to use the Company’s branding solely for the purpose of promoting the Platform in accordance with this Agreement.
The Business Associate shall not modify, copy, or misuse the Company’s branding or create any confusingly similar marks, and shall immediately cease use of the branding upon termination of this Agreement.
7. Confidentiality
The Business Associate shall maintain the confidentiality of all non‑public information received from the Company, including business plans, pricing, customer data, and internal processes, and shall not disclose such information to any third party without prior written consent.
This obligation of confidentiality shall survive the termination or expiry of this Agreement for a period of two (2) years, unless otherwise required by law.
8. Termination
Either Party may terminate this Agreement by giving reasonable written notice to the other Party. The Company may also terminate this Agreement immediately, with or without notice, in case of breach of any term, spamming, fraudulent activity, or any conduct that may harm the Company’s reputation or expose it to legal or regulatory risk.
Upon termination, the Business Associate shall cease all use of the Company’s branding and marketing materials and shall not claim any entitlement to future payouts for referrals generated after the effective date of termination.
9. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute, claim, or proceeding arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts located in Bhubaneswar, Odisha, India.
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