Introduction

These Terms and Conditions for Marketing and Branding (“Marketing and Branding Terms”), as applicable from time to time, set forth the general terms and conditions for marketing and branding of services (“Services”) provided by Hindustan Industrial Research (“HIRPL”, “we”, “us”, “our”), to be marketed by a partner (“Partner”) in connection with resale, distribution or other collaboration with us under a partner agreement (the “Partner Agreement”).

Under these Marketing and Branding Terms and the Partner Agreement, the Partner is granted a limited right to use certain trademarks of HIRPL, as specifically defined herein (collectively the “Trademarks”) strictly in accordance with said terms.

These Marketing and Branding Terms are an integrated part of the Partner Agreement, and are supplemented by other supplementary contract terms which form part of the Partner Agreement.

Marketing and Branding of the Services

The Services are provided under brand names determined by HIRPL, which brand names constitute Trademarks of HIRPL and/or its licensors. The Partner acknowledges that HIRPL shall at all times retain ultimate discretion to determine the branding of the Services, and shall have the unfettered discretion to alter such branding and subsequently to alter, replace or remove one or more of the Trademarks forming part of such branding.

The Partner undertakes that it will only market the Services under the brand names determined by HIRPL. In no event may the Partner (i) market the Services under other brand names, or (ii) market the Services under the brand names determined by HIRPL in combination with any other trademark, trade name, domain name, word or symbol, “tag line”, “endorsement line” or “enhancing statement”, whether owned by the Partner or a third party, including co-branding, double-branding or other combinations. Any exceptions require prior express written approval from HIRPL.

When marketing the Services, the Partner shall only use approved marketing materials provided by HIRPL for such purpose.

The Partner may only use the brand names of the Services in print, online advertising and marketing materials specifically directed at marketing and resale of the Services. Use of the brand names of the Services on hardware or other equipment to be provided as part of the Services requires prior express written approval from HIRPL. In case of any such approval, all use shall be in compliance with the HIRPL Marketing Guidelines.

Use of Partner trade names and trademarks

The Partner grants to HIRPL a right to use the Partner’s trade name and trademarks and refer to the Partner as a reference partner in customer listings and other marketing documentation and activities relating to the Services, provided that such use is in accordance with good business practice and in a manner to promote the reputation and goodwill of said Partner trade name and trademarks.

Property rights and obligations of the Partner

HIRPL is the exclusive owner of the Trademarks which may be used by the Partner hereunder. The Partner may only use such Trademarks in accordance with the restrictions and limitations set forth in these Marketing and Branding Terms. Neither these Marketing and Branding Terms nor the Partner’s use of such Trademarks shall convey to the Partner any right or title to said Trademarks or affect in any way the exclusive ownership of HIRPL of said Trademarks and of any registrations thereof, and all use of such Trademarks and all goodwill arising therefore shall be for the sole benefit of and on behalf of HIRPL. No rights are assigned with respect to the said Trademarks.

The Partner acknowledges and undertakes to respect HIRPL ownership to the Trademarks and the validity of the applications and registrations for the Trademarks. The Partner undertakes to preserve the value and validity of the Trademarks and will not commit any act which challenges HIRPL ownership to or the validity of the Trademarks or which assists any other person in such act.

To this effect the Partner shall:

• Only use the Trademarks in relation to marketing of the Services as permitted  hereunder and strictly in accordance with these Marketing and Branding Terms, the Partner Agreement, the HIRPL Marketing Guidelines referred to      herein and any other instructions provided by HIRPL from time to time;

• Not use, register or seek to register any trademark, trade name, company name, domain name, or user name or user group or other identification means in social media sites (e.g. Facebook, LinkedIn, Twitter, Instagram), which is identical to or similar to any of the Trademarks or any other corporate trade mark of HIRPL or its licensors, or derivative thereof, whether alone or together with any other mark, name, word, logo or symbol,, whether during or after the term of the Partner Agreement, in any country throughout the world;

• Not represent or act as agent for HIRPL or its licensors, and shall have no authority to act in the name of, or on behalf of, or enter into any agreement or other commitment on behalf of HIRPL or its licensors, or give any condition or warranty or make any representation on HIRPL’s or its licensors’ behalf; and

• Not challenge the validity, scope of protection or ownership of HIRPL to the Trademarks.

Trademark infringements

The Partner shall notify HIRPL promptly upon becoming aware of any actual or suspected infringement of any Trademark, any action by any third party challenging any Trademark or any claim by any third party that use of a Trademark infringes any third party rights.

HIRPL may, in their sole discretion and at their own expense, bring or cause to be brought any prosecution, lawsuit, action or proceeding for infringement, unauthorized use, interference or violation of/with any Trademark, and the Partner shall not be entitled to take any such actions against any third party unless it has received HIRPL’s prior written consent and the Parties have agreed on terms under which such action will be conducted. The Partner shall provide all information and assistance to HIRPL in the event that HIRPL decides that proceedings should be commenced or defended. Any such proceedings shall be under HIRPL’s control and any recovery obtained shall accrue solely to the benefit of HIRPL.

Limitation

The limitations of liability set forth in the Partner Agreement shall apply also to these Marketing and Branding Terms.

Indemnification

The Partner agrees to indemnify, defend and hold HIRPL and its licensors, their respective affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys’ fees, resulting from a violation or breach of these Marketing and Branding Terms by the Partner.

Term and Termination

These Marketing and Branding Terms shall be valid during the term of the Partner Agreement. Immediately upon the termination or expiry of the Partner Agreement, the Partner shall (i) discontinue all use of the Trademarks, and (ii) at HIRPL’s option, destroy or return to HIRPL all marketing materials and other materials containing the Trademarks.

Choice of law, dispute resolution

These Marketing and Branding Terms and any dispute or claim (whether contractual or otherwise) arising out of or in connection with it or its subject matter, shall be governed by and construed in accordance with Indian Companies Act, Indian Competition Act 2002, Trade Marks Act, 1999, The Patents Act, 1970 , The Copyright Act, 1957. The Parties irrevocably agree that the courts of India shall have exclusive jurisdiction to settle any dispute, controversy or claim arising out of or in connection with these Marketing and Branding Terms or a breach, termination or invalidity thereof.