Please read these Terms of Partnership (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations. By accept the Terms, you agree to comply with and be bound by these Terms.
Last Update: 2 June 2020
This Partnership Agreement (hereinafter referred to as “Agreement”) is made and entered into on the date that you accept the partnership agreement (hereinafter referred to as the “Effective Date”) by and between:
- SMARTR Co. Ltd (hereinafter referred to as “party A”), a company incorporated in and under the laws of Vietnam and having its business address at 79 Bàn Cờ, Ward 03, District 03, TPHCM– of one part;
- Your company or yourself as party B in the information that you provided in the Partnership form – on the other part.
SMARTR and you are hereinafter individually referred to as a “Party A & B” and collectively as the “Parties”.
NOW, THEREFORE, in consideration of their respective covenants as hereinafter appearing, the Parties agree as follows:
Article 1 – Object of the Agreement
The Parties hereby agree to enter into this Agreement for the sole purpose of allowing the Parties to cooperate on the provision of services and distribute their training programs in Vietnam and overseas including but not limited to the following:
- Party A will distribute, support sales, and marketing the training material, courses/workshops to individuals and organizations.
- Party B will provide content & delivery for workshops/webinars/training related to the subjects agreed upon between the two parties. Party B will be responsible for selecting the training location and any material and equipment regarding to the training.
Article 2 – Validity of the Agreement
- The Agreement shall become effective on the Effective Date and continue to be in full force unless it is terminated in accordance with Articles 2.2.
- The Agreement shall be terminated upon the occurrence of any one of the following events:
(a) The Agreement is preceded by other detailed contracts or agreements signed by both Parties;
(b) One Party is in material breach of the terms and conditions and/or its obligations/liabilities under the Agreement;
(c) One Party has committed an act of bankruptcy or become bankrupt or insolvent or makes a composition with creditors or a winding up order of any kind is made, or a receiver or manager or judicial manager of the Party’s undertaking or assets is appointed, or possession taken, or execution levied by creditors or debenture holders or under a floating charge;
(d) The Parties mutually agree to terminate the Agreement by written consent;
- Notwithstanding the foregoing, both parties may terminate this Agreement at any time for any reason whatsoever by giving sixty (90) days written notice during the term of this Agreement.
Article 3 – Form and Scope of Cooperation:
The Form of Cooperation and split Scope of Service between both Parties shall be determined in subsequent contract or agreement for each specific Project based on that Project’s scope of work, requirements and the ability to participate in that Project of each Party.
Article 4 – Profit & Cooperation Cost:
4.1. Any selling price and promotion will be agreed between two parties before publishing.
4.2. Party A is authorized to collect tuition fees and process the payment.
4.3. Party B will be responsible for the location and any equipment required for the training.
4.4. Party A will receive 25% flat rate commission on any ticket/seat sold. Any different rate will be sent in written and agreed by both parties.
Article 5 – Expenses
5.1 Each Party will, unless otherwise agreed in this Agreement, be solely responsible for its own costs and expenses in connection with their execution of this Agreement.
Article 6 – Governing Law and Dispute Resolution
6.1 This Agreement shall be governed by and construed in accordance with the laws of Vietnam, excluding conflicts and choice of law principles.
6.2 In case of disputes arising in connection with this Agreement, which cannot be settled amicably by mutual agreement between the Parties, shall be referred to and finally settled under the Laws of the Socialist Republic of Vietnam.
Article 7 – Confidentiality
7.1 Each Party shall treat as confidential to all proprietary and confidential information made available to it from the other Party, which is clearly marked as “Confidential”, and limit access to such information to its affiliates and its and their personnel as may reasonably be required in connection with undertaking the activities contemplated by this Agreement. The receiving Party further agrees not to use any such information other than in connection with the activities contemplated herein.
Nothing contained in this Article shall apply to information received by any Party which:
- is or becomes generally available to the public through publication or otherwise, except by the receiving Party’s wrongful act;
- was in the receiving Party’s possession prior to disclosure by another Party;
- is independently made available to any Party by any third party legally authorized to do so;
- is required to be disclosed by the legal process, under applicable law, rules or regulations, governmental order or decree, a ruling or judgment of a court of competent jurisdiction, or the rules of any recognized stock exchange;
- is independently developed by the receiving Party without breach of this Agreement;
- is approved for release by written authorization to the receiving Party.
- The confidentiality obligations set forth in this Article shall survive expiration or termination of the Agreement for two (02) years. Upon termination of the Agreement, all documents and information exchanged between the Parties shall be returned to the originating Party if required or destroyed promptly at the request of the disclosing Party, together with all copies thereof.
Article 8 – Notice
All notices, complaints or requirements herein relate to this Agreement shall be addressed to:
Tel: 028 710 55 330
Email: [email protected]
Article 9 – Miscellaneous
9.1 Both parties are independent contractors in relation to each other. Neither Party shall have any authority to represent or in any other way commit the other Party by virtue of the same.
9.2 This Agreement shall not be varied or amended unless so executed in writing and signed by a duly authorized representative of each Party.
9.3 The Parties hereby acknowledge and agree that any intellectual property rights owned by one Party shall remain the absolute and exclusive property of the Party and the execution of the Agreement shall not confer any rights in or over or licenses to use the intellectual property and Confidential Information.
9.4 Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any Party without the prior written consent of the other Party, and any such assignment without such prior written consent shall be null and void.
Article 10: Payment terms:
10.1 Party A will be responsible for collecting the money from end-users.
10.2 Party B will receive the payment no later than 60 days from the date Party A received the payment from end-users.
By select “Accept”, you indicated that you have read and agree to the terms of Partnership Agreement.
Otherwise, please select “Deny” and contact us if you have any further questions.