Introducer Agreement

INTRODUCER AGREEMENT

This Introducer Agreement (the "Agreement") is made by and between;

MAHANDRU ASSOCIATES LLC with its seat at Virginia - USA hereinafter called as (the "Company") and the undersigned hereinafter called as (the "Introducer").

Collectively will be called as the "Parties".

INTERPRETATIONS

• "Program" – Business Advisory & Consulting Services and / or Investment Migration Advisory and Management Services offered by the Company with regards to Residency & Citizenship by Investment Program and / or Personal / Business Residency / Migration Program.
• "Clients" – Investors who be interested and capable of pursuing a "Program".
• "Registration" – Notification of the potential Client to Company by Introducer through an official email or correspondence containing the prerequisite information as mentioned in Company's registration form. Validation of the Client Registration will depend on the Client's interest and capacity to engage in any Program and its Fresh Introduction to the Company and Company confirmation / acknowledgement after the initial due diligence is done. Valid Client Registration should not be more than 6 Months before the start of the Program.
• "Introducer Fee" – an Introducer Fee is referred as the amount payable to the Introducer on successful registration of the Client referred by Introducer.
• "Success Fee" – a Success Fee is referred as the amount payable to the Introducer on the successful completion of an application for the Client and complete settlement of the Company's payment.
• "Confidential Information" - means all information (including oral and visual information and all information recorded in writing or electronically or in any other medium or by any other method) concerning the operations, processes, plans, intentions, trade secrets, market opportunities, customers and business affairs of the Company or the Introducer or a Client which is not in the public domain and which has been disclosed by one party to this agreement to the other.
• "Intellectual Property" - means clients, clients application & documentation, patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in getup, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including knowhow and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
• "White Label Pricing" – means an introducer may white label the pricing of any program and top it up to take some extra perks.

RECITALS

The Introducer intends to engage in business with the Company in which the Introducer shall introduce "Clients" to the Company who invest in an Investment Migration "Program" offered by the Company post "Registration".

In consideration of these introductions the Company will pay the "Introducer Fee" (wherever applicable) & "Success Fee" based on the resulting transactions in accordance with this Agreement;

The Recitals above are hereby incorporated by this reference into the terms of this agreement.

Article 1:   TERMS OF AGREEMENT

1. 1.1 THE COMPANY'S REPRESENTATIONS & UNDERTAKINGS
   • 1.1.1 The Company will be responsible to take necessary action deemed essential for the processing and successful outcome of the Client application.
   • 1.1.2 The Company will keep the Introducer updated with any latest news or regulations with regards to the Programs promoted by the Introducer.
   • 1.1.3 The Company will keep the Introducer / Client updated with all the latest progress on the Application.
2. 1.2 THE INTRODUCER'S REPRESENTATIONS & UNDERTAKINGS
   • 1.2.1 The Introducer shall not (and shall ensure that no other person shall) make any public statement, announcement or press release in any forum, format or medium about this agreement, the Products any matter that covers it or its termination, or make any representation, promises, guarantees or warranties or use the Company's name, without the Company's express prior written consent. For the avoidance of doubt, this shall prohibit any announcement, message, mailing or other form of communication in any medium other than a specific, targeted communication to Clients. The Introducer shall retain a copy of all communications with Clients pursuant to this agreement and allow the Company access on reasonable notice to audit such records.
   • 1.2.2 The Introducer in no way should promote himself as agent, partner, employee or representative of the Company.
   • 1.2.3 The Introducer shall not enter into any agreement, contract, transaction or dealing on behalf of the Company.
   • 1.2.4 The Introducer should promote the products clearly without being misleading in any way and shall not engage in false advertising or representations.
   • 1.2.5 The Introducer should not provide an unrealistic expectation as to either results or processing times.
   • 1.2.6 The Introducer agree not to bypass or circumnavigate the Company to its Authorized Agents or Service Providers, Attorneys, Vendors, Associates or any third party introduced by the Company.
   • 1.2.7 The Introducer agree not to ever claim, copy, use or distribute any Intellectual Property belonging to the Company.
   • 1.2.8 Introducer will not have any right to interfere in the Program or its related services or documentations including the intellectual property rights thereto.
   • 1.2.9 The Introducer shall not reveal, disclose the Confidential Information at any time during or after the termination of this agreement to any third party except it is required by the local authorities and law enforcement agencies or order of the respective court.

Article 2:   PAYMENTS

1. 2.1 The Company will pay an Introduction Fee to the Introducer as per the Fee Structure stated in Annex.
2. 2.2 The Company will pay a Success Fee to the Introducer as per the Fee Structure stated in Annex.
3. 2.3 White Label Pricing will be reimbursed to the Introducer as and when it is collected from the Client completely.
4. 2.4 Success Fee will be repatriated ONCE & ONLY for the Clients whose application is successfully completed and Company amount is fully cleared / recovered from the Client.
5. 2.5 In case of reduced fee offered to the Client, Introducer's Fee & Commission will also be reduced proportionate to the reduction Similarly, should the Fees be increased, at the consent of the Company then the Introducer's commission is increased proportionately.
6. 2.6 In case of any Refund to the Client due to any reason whatsoever, Introducer will be liable to Refund the Fee collected in proportionate to the same.
7. 2.7 Any / All payments to the Introducer will be NET and exempted from VAT, Taxes, Fee, Charges of whatsoever nature it may be.
8. 2.8 Any Fee paid to the Introducer should be in respect to Single Introduction and not for each member of Client's Family.
9. 2.9 The Introducer shall not be entitled to any Fee or remuneration from the Company for any Client that is;
   • 2.9.1 referred by the Client which was initially introduced by the Introducer.
   • 2.9.2 not contacted / introduced by the Introducer.
   • 2.9.3 independently identified by the Company.

Article 3:   TERMINATION OF THE AGREEMENT

Either party may terminate this agreement in the following circumstances:

1. a) immediately for cause, upon providing written notice to the other party;
2. b) without cause, upon 90 days written notice to the other party; in such case, both parties shall be responsible to follow through the mandate for applications accepted prior to termination, until the completion of the respective programs.
3. c) any restrictions / limitation imposed by the Authorities in conducting the business.
4. d) For the purposes of this clause, "cause' shall include, but not be limited to:
   • i. One of the parties having committed an act of fraud or having engaged in dis-honest or serious misconduct;
   • ii. One of the parties having breached any of the terms of this agreement.

If at the time of Termination of this Agreement there is a transaction that is still active, then this Agreement shall be extended until such transaction is closed and all the compensation is paid out.

Article 4:   LIABILITY

1. 4.1 The duties and obligations of both the parties towards the other party and / or to any third party are limited to the terms and conditions of this agreement.
2. 4.2 The Company doesn't constitute any representation, warranty or guarantee of any kind whatsoever, and will not stand liable for a direct or indirect loss, loss of profit, personal / business opportunities, emotional disturbances, special or consequential damages arising out of or in connection with any delay in performance or non-performance by any Govt. Authorities / any Third Party / any entity engaged or involved for the commencement of scope of this activity other than Mahandru Associates LLC and its official / legal representatives, due to what so ever the reason may be.
3. 4.3 This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior discussion, agreements and understandings between the parties with respect to such subject matter.
4. 4.4 Company will accept and process the application as per the best knowledge of the procedure and eligibility of the Client on the day of acceptance and signing of this Agreement and will not be liable or held responsible for any retrospective changes in the laws, policies, procedures and regulations that may affect the application.

Article 5:   SEVERABILITY

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:

1. 5.1 the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law;
2. 5.2 such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto;
3. 5.3 to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested thereby.

Article 6:   ARBITRATION

Any dispute which may arise in connection with the interpretation of the provisions of this contract shall be amicably settled, failing which Virginia - USA courts shall be the competent authority to settle any contractual / terms of this agreement dispute in USA. The award of the arbitration shall be final and binding upon both parties. Nothing in this Agreement is intended to contradict any mandatory provision of any Applicable Law.

Disclaimer: Both parties acknowledge and understand that it's a legal binding agreement with a potential personal and/or commercial benefit, and both the parties have been encouraged to take independent consultation and advisory prior to signing off.