URJAVEER AGREEMENT

(A) EESL has developed systems and methods for operating the business using proprietary service and trademarks (hereinafter referred to as "Proprietary Marks" and as defined hereunder) designed to operate various business model.

(B) The Urjaveer program, initiated by EESL, aims to foster energy efficiency awareness and practices across India. The terms and conditions of this Agreement governs the participation and activities of individuals (URJAVEER) in the URJAVEER program. EESL allows the URJAVEER to operate businesses according to certain terms and conditions as agreed under this Agreement.

WHEREAS the System (also defined under) includes elements unique to EESL and the Business, including, but not limited to, specifications, techniques, training methods, products, production methods, operating methods, designs, color schemes, furnishings, marketing materials and business requirements to continually increase the customer trust;

WHEREAS the URJAVEER desires to establish as business relation with EESL and wishes to obtain a permission from EESL to promote EESL Products on https://eeslmart.in/, subject to the terms and conditions of this Agreement;

WHEREAS URJAVEER having attained the necessary requirements, under the terms of this Agreement, for the URJAVEER Programme shall promote the EESL’s Product;

WHEREAS, relying on the representations and warranties and the undertaking of the URJAVEER, EESL has agreed to permit the URJAVEER to promote the EESL’s Product available on https://eeslmart.in/ on the non-exclusive basis, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

Clause 1 – DEFINITIONS

Proprietary Marks: The Proprietary Marks are the marks owned by EESL, including but not limited to, EESL's brand mark, as well as any and' all other names, trademarks, service marks, logos, trade dress, or other commercial symbols or copyrighted materials belonging to EESL
System: The System shall be defined as the conceptualization, specifications, design, marketing, operation, permission or license, including the expenditure of resources to the Business, for the purposes of commercial promotion or sale related activities to the public. It also includes elements unique to EESL and the Business, including, but not limited to, specifications, techniques, training methods, products, production methods, operating methods, designs, color schemes, furnishings, marketing materials and business requirements to continually increase the customer
Term: The Term of the Agreement shall be defined as the period for which this Agreement will run, discussed more specifically elsewhere in this Agreement.
Territory: Territory shall be defined as the specific geographic location where URJAVEER is permitted to operate, which is XXXX.
URJAVEER; URJAVEER means the URJAVEER selected by EESL based on attaining the necessary requirements including but not limited to any examination or test as conducted by EESL and subject to the terms and conditions of this Agreement, details of which are appended as Annexure A.
URJAVEER Programe; URJAVEER Programe means the programee or activities created by EESL for the promotion of EESL’s products’ through engagement and selection of URJAVEER by EESL;
URJAVEER Marketing Materials or Marketing Support: URJAVEER Marketing Materials (UMM) or URJAVEER Marketing Support (UMS) are all the advertising and promotional materials, including press releases, signs, copy, concepts, brochures or other information used to advertise or market EESL Product given to URJAVEER for the purposes of advertising., as well.
Operating Procedures: the minimum operating procedures as set out in Annexure 2 as may be amended or updated from time to time, by the Franchisor;
Products: The Products shall be defined as the Products which the URJAVEER shall be permitted to sale or market.
Intellectual Property includes Proprietary Marks as defined above and domain names, business names, goodwill and the right to sue for passing off, domain names, software, programs, source code and object code, advertising material, specifications, documents, researches, abstracts and summaries developed and/or provided by EESL, in connection with the provision of this Agreement, to the URJAVEER and rights in confidential information, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of such rights and all similar or equivalent rights or forms of protection;.

Clause 2. Limited Grant:

In consideration of the URJAVEER promoting and marketing the EESL’s product, EESL shall be paying the URJAVEER a certain fee. URJAVEER shall comply with the Operating Procedures and URJAVEER’s activities shall be subject to the terms and conditions contained of this Agreement; and further instruction and directive pursuant to this Agreement. URJAVEER unequivocally agrees to abide by the terms and conditions of this Agreement. URJAVEER shall not have any right to further sub-let any of the rights or permission granted by EESL to the URJAVEER.

EESL hereby permits the URJAVEER to market EESL product under the terms and conditions of this Agreement, with a limited, nontransferable, non-exclusive permission and to use the Proprietary Marks and the Systems in the Territory for the Term.

Clause 3. CONDITIONS PRECEDENT:

The Parties agree that this Agreement shall come into effect from the date on which the conditions as set below are satisfied by the URJAVEER to the satisfaction of EESL ("Commencement Date") and shall force for the Term unless terminated earlier in accordance with the provisions of this Agreement.

Clause 4. RESERVED RIGHTS:

URJAVEEER hereby acknowledges and agrees that this Agreement shall in no way mean that EESL’s rights are limited with regard to EESL's Business. EESL and its affiliates, agents, subsidiaries, or related businesses hereby retain all rights to develop, operate, promote or otherwise exploit the Business, the System, and the Proprietary Marks. URJAVEER additionally acknowledges and agrees that URJAVEER is not entitled to any exclusivity or other territorial rights, except as specifically delineated in this Agreement.

Clause 5. SUCCESS FEE AND PAYMENT:

URJAVEER(s) will earn a success fee based on the sale of promoted Products. The fee structure is as mentioned on URJAVEER dashboard.

The success fee will be paid monthly basis after verification and confirmation of sales (subject to cure period of 30 (thirty) days).

EESL will deduct TDS (Income Tax) as per applicable laws before releasing the payment.

CLAUSE 8. MARKETING AND PROMOTION

URJAVEER commits to using promotional materials (such as brochures, banners, digital content, etc.) exclusively provided by EESL for the purpose of marketing products on the EESL Mart platform (https://eeslmart.in/). These materials are designed and vetted by EESL to ensure consistency, accuracy, and adherence to the organization's marketing guidelines.

URJAVEER agrees to use these materials solely for promoting energy-efficient products listed on the EESL Mart platform. The focus of the promotion should be on encouraging the adoption of these products in line with EESL's energy efficiency initiatives.

The URJAVEER is strictly prohibited from using the provided marketing materials for any purposes outside of promoting products on https://eeslmart.in/. This includes but is not limited to using the materials for personal gain, promoting non-EESL products, or any other activities unrelated to the designated purpose. This restriction ensures that the brand image and messaging remain consistent with EESL's objectives and that there is no misuse or misrepresentation of the materials.

URJAVEER agrees to adhere to EESL’s branding guidelines when using the provided materials. Any modifications to the design, content, or presentation of these materials are strictly prohibited unless explicitly approved by EESL. This ensures that all promotions maintain consistency with EESL’s brand identity.

URJAVEER shall not make any false or exaggerated claims about the products listed on https://eeslmart.in/ that are not substantiated by EESL or the product manufacturer. This point safeguards the credibility of both the URJAVEER and EESL and prevents legal liabilities.

By adhering to these terms, the URJAVEER ensures alignment with EESL’s promotional strategy, contributing to a unified and professional marketing effort across the platform.

Clause 6.COMPLIANCE WITH OPERATING PROCEDURES:

URJAVEER hereby agrees to comply with the operating standards as are provided under othis Agreement.

URJAVEER hereby agrees to strictly comply with EESL's System, as outlined by EESL to URJAVEER. Such information will be given in the form of a manual, training provided or other written document. Any failure of to comply with the System standards shall be the grounds for termination of this Agreement.

Clause 7.TERM & TERMINATION:

Term:

The Term of this Agreement shall commence on the Commencement Date and shall continue to be in force for a period of Two Years unless terminated early as per the terms of this Agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

Termination:

EESL reserves the right to terminate this Agreement for the breach of this Agreement. Specifically, URJAVEER acknowledges and agrees that the following acts (considered a non-exhaustive list, not including each specific breach of this Agreement) shall be ground for termination:

EESL discovers a misrepresentation made by the URJAVEER in connection with this Agreement.
URJAVEER engages in any behaviour which would impair EESL's Intellectual Property including but limited to trademark, trade name, or any other commercially valuable intellectual property;
URJAVEER behaves in any manner which would reflect poorly on the reputation and goodwill of EESL or fails to act in a commercially reasonable manner;
URJAVEER fails to pay any fees. costs, charges or other amounts due under this Agreement , if any.
If for any reason, URJAVEER does not transact any business for a continuous period of 6 (six) months then EESL at its sole discretion may terminate the Agreement and, in such case, URJAVEER shall not have any claim -whether monetary or otherwise- against EESL.

However, EESL shall give written notice of 30 (thirty) days to URJAVEER in order to cure the defect or default. In case URJAVEER is unable to cure the defect or default then this Agreement shall automatically terminate on the expiration of 30 (thirty) days i.e. business day.

Clause 8. RIGHTS & OBLIGATIONS ON TERMINATION;

In the event this Agreement naturally expires or is terminated, URJAVEER hereby agrees, unequivocally and irrevocably, for the following consequences:

URJAVEER shall immediately cease to use the Intellectual Property Proprietary Marks and the System for any business and return any manuals, specifications, forms, memoranda, training materials, advertising materials, instructions, and materials with the Intellectual Property Proprietary Marks listed on them to EESL;

If there are any fees owed to the URJAVEER at the expiration or termination of this Agreement, EESL shall pay them, subject to the deduction of damages, costs, and expenses attributable to the default the URJAVEER.

Clause 8. INTELLECTUAL PROPERTY AND PROPRIETARY MARKS:

EESL's Retained Rights: URJAVEER hereby acknowledges and accepts that EESL is the owner of all right, title and interest in and to the Intellectual Property including but not limited to Proprietary Marks.
URJAVEER's Use (if any): In conjunction with other provision in this Agreement, EESL hereby grants URJAVEER a limited, non-exclusive, revocable license to use, reproduce, publicly display, or distribute the Intellectual Property including but not limited to Proprietary Marks for the agreed-upon terms set forth in this Agreement. The Intellectual Property including but not limited to Proprietary Marks used for any purpose not directly related to these terms must be with the express written permission of EESL and may include the payment of fees to EESL unless otherwise agreed to in writing.
URJAVEER shall not assign, transfer, sublicense, or otherwise allow any other person or business to use any of the Intellectual Property including but not limited to Proprietary Marks and may not hold itself out as an agent of EESL through the use of the Intellectual Property including but not limited to Proprietary Marks.
URJAVEER shall not use, display, or apply for registration with or registration -in India or elsewhere- any names or marks that are similar to any of the Intellectual Property including but not limited to Proprietary Marks, in EES's sole and exclusive discretion.
URJAVEER agrees that EESL and any affiliates are the owners of all right, title, and interest in and to the Intellectual Property including but not limited to Proprietary Marks, as well as the goodwill associated with such marks, and that such marks are valid to identify the EESL's Business.
EESL may, at EESL's sole and exclusive discretion, replace, add, delete or otherwise modify the Intellectual Property including but not limited to Proprietary Marks.
URJAVEER agrees, now and hereafter, not to attack the ownership, title or rights EESL or EESL's affiliates in any of the Intellectual Property including but not limited to Proprietary Marks, contest the validity of any of the Intellectual Property including but not limited to Proprietary Marks, take any action which could jeopardize or infringe upon the Intellectual Property including but not limited to Proprietary Marks or misuse the Proprietary Marks in any way.
URJAVEER acknowledges and agrees that URJAVEER has no ownership interest in any of the Intellectual Property including but not limited to Proprietary Marks, the System, or any other intellectual property belonging to EESL and/or EESL's affiliates, and that any license granted hereunder is non-exclusive and shall be in effect only for the term of this Agreement and URJAVEER 's relationship with Franchisor.
URJAVEER may not use any other marks in connection with any of the Intellectual Property including but not limited to Proprietary Marks, unless URJAVEER has received specific prior written approval from EESL.

Clause 09. Non- Competition and Non-Promotion of other product or brand:

During this Agreement and for a period of 12 (twelve) months thereafter, URAVEER areas to refrain from engaging, directly or indirectly, in any form of commercial competition (including, but not limited to, though, business, marketing, investment or financial activities) with EESL___ .

URJAVEER agrees not to engage in any form of commercial competition either single-handedly or through employment or contracting with any third-party or organization. Without limitation to the above, URJAVEER shall not use any of the business information given by EESL to URJAVEER directly, or indirectly to procure a commercial advantage over EESL or otherwise use any designs, ideas or concepts created by or belonging to EESL without the express written consent of EESL in the following territory: . Also, URJAVEER shall not any way whatsoever, engage promoting and/or marketing any other products or any other brand in form whatsoever through any medium through the term of this Agreement.

Clause 13 - NO WAIVER:

None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of EESL. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision ·of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of EESL to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

Clause 10 - INDEMNITY:

URJAVEER ('Indemnifying Party”) hereby agrees to indemnify and hold EESL harmless from all damages, costs, attorney's fees or other losses arising out of or relating to the breach of this Agreement.

Clause 11 - SEVERABILITY:

If any provision of this Agreement for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly gives effect to the original intent of the invalid/unenforceable provision.

Clause 12 - AMENDMENTS:

Any change, alteration, amendment, or modifications to this Agreement must be in writing and signed by authorized representatives of both Parties.

Clause 13 - DISPUTE RESOLUTION:

Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:

Any dispute under this Agreement shall be referred to arbitration by a sole arbitrator to be appointed jointly by the Parties.
The arbitration proceedings shall be held in New Delhi in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any statutory re-enactment or modification thereof for the time being in force.
The Parties agree that the arbitration award shall be final and may be enforced as a decree.
The Parties further agree that subject to the above only the competent courts at New Delhi shall have jurisdiction in all matters arising hereunder.
If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.

Clause 14 - INDEPENDENT PARTIES:

The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture. agency relationship or otherwise between the Parties. The Agreement shall be considered an independent contractor for EESL. This Agreement is for the sole and express purpose of that independent contractor relationship under the terms and conditions herein.

Clause 15 - EXCLUSIVITY:

Nothing in this Agreement restricts EESL or its group companies from discussing similar arrangements and/or any related transaction with any other party, any regulatory body in India and their respective successors.

Clause 16 - ASSIGNMENT:

This Agreement shall not be assignable by the URJAVEER without the prior written consent EESL. However, EESL shall be at liberty to assign.s this Agreeement in part or whole, without any restriction, whatsoever

Clause 17- NOTICE

Any notice or other communication, required or permitted to be given under this Agreement or in connection with it, shall be in writing and shall be sent at the following addresses:

To EESL:

Kind Attention: GM- Sales

To the : 5^th and 6^th Floor, Core -3,

___________Scope Complex, New Delhi 110003

________________

A Notice shall be effective upon receipt and shall be deemed to have been received:

(i) at the time of delivery, if delivered by hand and within 48 hours, if delivered by registered post or speed post; or

(ii) at the time of transmission in legible form, if delivered by fax or e mail;

Any Party hereto may by giving a notice to other Party, change at any time the above stated particulars of notice under this sub clause.

Clause. 18 GOVERNING LAW:

This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.

Clause.19 ENTIRE AGREEMENT:

This Agreement between the Parties constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior ingot nations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.

I as a candidate and a URJAVEER hereby agree to terms and condition mentioned above.

Annexure A

Eligibility

Only Indian citizens are eligible to register as URJAVEER(s), who are above 18 years of age.
One must be able to read, write and communicate in native/desired language.Registration requires submission of personal details, including name, address, mobile number, Aadhaar number, PAN number, and bank account details.
Organizations, firms, companies, or proprietors are not eligible to register.

Registration and Fees

Interested candidates must complete the registration form and pay a registration fee, including applicable GST.
The registration fee is non-refundable
Candidates must complete the registration process by submitting all required documents and verifying their mobile number through OTP.

Training and Certification

Registered candidates must check its knowledge.
Upon checking its knowledge candidates must accept the terms and conditions to become certified Urjaveers.

Affiliate Link and QR Code

Successful candidates will receive a unique affiliate link and QR code for promoting energy-efficient products.
The QR code and affiliate link will be provided along with a promotional kit and a validation certificate.

Tenure and Activity Requirements

The tenure of an Urjaveer is two years.
Urjaveers must generate at least six invoices within six months to remain active. Failure to meet this target will result in deactivation of their affiliate link.
Deactivated Urjaveers must re-register, pay the registration fee, and recheck its kwnoledge and to reactivate their affiliate link.

Compliance and Conduct

Urjaveers must comply with all applicable laws and regulations, including GST and TDS rules.
Any form of misconduct, fraud, or non-compliance with the program's guidelines will result in immediate termination of Urjaveer's participation.

Confidentiality and Data Protection

Urjaveers must maintain the confidentiality of any sensitive information provided by EESL or customers.
Personal data collected during registration and participation will be protected as per EESL's privacy policy.

Amendments

EESL reserves the right to amend these terms and conditions at any time. Changes will be communicated to Urjaveers through email or the study material.

Code of Conduct

Urjaveers are expected to conduct themselves in a professional and ethical manner at all times.
Urjaveers must not engage in any activities that could harm EESL’s reputation or the integrity of the Urjaveer program.
Urjaveers must adhere to all guidelines and instructions provided by EESL for promoting energy-efficient products.

Reporting and Accountability

Urjaveers must maintain accurate records of all transactions and activities related to the program.
Urjaveers must promptly report any issues, discrepancies, or concerns to EESL.
EESL reserves the right to audit Urjaveer activities and records to ensure compliance with these terms and conditions.

Health and Safety

Urjaveers must take reasonable precautions to ensure their own health and safety while participating in the program.

Urjaveers must comply with all applicable health and safety regulations and