PARTNER AGREEMENT
This agreement (hereinafter the “Agreement”) is entered into and effective as of the day when the form is filled (hereinafter the “Effective Date”) by and between the following parties (individually the “Party” and collectively the “Parties”): RChilli Inc., an entity organized and existing under the laws of California, USA, with registered office at 2603 Camino Ramon, Ste 272, San Ramon, CA 94583 (hereinafter “RChilli”) and partner information as filled in the form. (hereinafter the “Partner”).
WHEREAS
* RChilli is a company that provides parsing, matching and enrichment services to recruitment management systems; And has implemented their solutions with Oracle, Salesforce, SAP Successfactor, and Workday.
* the Partner is in the business of providing and implementing of, either one or all, software solutions, Oracle Products, Salesforce implementations, SAP implementation, and Workday Implementation.
* Rchilli is interested in appointing the Partner to implement and sell the RChilli Technology along with Partner services of, either one or all, software solutions, Oracle Products, Salesforce implementations, SAP implementation, and Workday Implementation, and the Partner is interested to take the appointment above, at the terms and conditions set out here below.
NOW THEREFORE, accordingly and in consideration of the mutual representations, warranties and covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS
The following capitalized terms shall have the meanings set forth below, provided that the singular includes the plural and vice-versa, and any gender shall include the other genders:
1. “Confidential Information” means, collectively and indistinctly, all information regarding a Party and/or its activities, business or clients that is not generally known to the public or that constitutes a trade secret under any applicable law, regardless of how such information is disclosed to or learned by the recipient Party. “Confidential Information” will include, but not be limited to, data, technical information regarding a Party’s products, services, equipment, technical data, trade secrets, know-how, research, plans, software, inventions, patent applications, processes, techniques, hardware configuration information, agreements with third parties, lists of, or information relating to, employees, consultants, suppliers and customers of a Party, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information of a Party. This definition shall not limit any definition of confidential information or trade secrets or any equivalent terms under any applicable law.
2. “Force Majeure” means any event or circumstance: (i) beyond the affected Party’s reasonable control; (ii) that it could not reasonably have been foreseen at the time of signature of this Agreement; (iii) whose effects could not reasonably have been avoided or overcome by the affected Party. At the said conditions, “Force Majeure” include: war, hostilities, invasion, act of foreign enemies, extensive military mobilisation, civil war, riot, rebellion and revolution, military or usurped power, insurrection, act of terrorism, sabotage or piracy, currency and trade restriction, embargo, sanction, act of authority whether lawful or unlawful, compliance with any law or governmental order, expropriation, seizure of works, requisition, nationalisation, plague, epidemic, natural disaster or extreme natural event, explosion, fire, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy, general labour disturbance (such as boycott, strike and lock-out, go-slow, occupation of factories and premises).
3. “Intellectual Property Rights” or “IP Rights” means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, trade dress, service marks, certification marks, logos, and trade names, and the goodwill associated with the foregoing; (ii) patents and patent applications, and any and all divisions, continuations, continuations-in-part, reissues, continuing patent applications, re-examinations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration, design registrations or patents and like rights; inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iii) writings and other works of authorship; (iv) trade secrets, business, technical and know-how information, business processes, non-public information, proprietary information and confidential information and rights to limit the use or disclosure thereof by any person; (v) software, including data files, source code, object code, application programming interfaces, databases and other software-related specifications and documentation; (vi) domain names, uniform resource locators, and internet addresses; (vii) all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights”, “artist’s rights”, “droit moral”, or the like, to the maximum extent provided by the under applicable laws; (viii) privacy and publicity rights; (ix) any and all technical information, software, specifications, drawings, records, documentation, works of authorship or other creative works, ideas, knowledge, invention disclosures or other data, not including works subject to copyright, patent or trademark protection; (x) advertising and promotional materials, whether or not copyrightable; and (xi) claims, causes of action and defences relating to the enforcement of any of the foregoing. In each case above, “IP Rights” include also any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any governmental authority in any jurisdiction.
4. “Law” means, collectively and indistinctly, any applicable local, state, national, and international law, statute, rule, ordinance or regulation.
5. “Rchilli Technology” means, collectively and indistinctly, the RChilli’s proprietary software applications (APIs) used to: parse resumes (the “Resume Parser API”), parse jobs (the “Job Parser API”), match resumes and jobs using search algorithms (the “Search and Match API”), provide ontologies and taxonomies of jobs and skills (the “Taxonomy API”). Packages and Processes to integrate with Oracle, Workday, Successfactor and Salesforce. The said definition includes also any and all the said APIs’ documentation (including, without limitation, user and technical documentation, further explanatory written materials, etc.), user interface, appearance (including, without limitation, images, designs, fonts, etc.), code (including, without limitation, assemblers, applets, compilers, source code, source code listings, object code) or Data, as well as any fixes, patches, updates or upgrades thereto.
6. “Partner Integrated Products” means, collectively and indistinctly, the Partner’s product and/or services which integrate the RChilli Technology. “Partner Integrated Products” include also any documentation, tool, component, application programming interface (API) or Data accessed as part of the Partner Integrated Products.
7. “ERP implementations” means, Oracle implementation, Salesforce Implementation, Successfactor Implementation, and Workday Implementation.
8. “RChilli ERP Integrated Products” means, collectively and indistinctly, the ERP integrations provided as a package by RChilli Technology. “ERP Integrated Products” include also any documentation, tool, component, application programming interface (API), Implementation packages with respective ERP Softwares or Data accessed as part of the ERP Integrated Products.
9. “Partner Customers” means individuals or entities to which Partner has re-sold Services.
10. “Commission” means the Commission (as specified in each Order Form) payable by RChilli to Partner for the re-sale of the RChilli Technologies or RChilli ERP Integrated Products.
11. “Partner Agent” means a person or entity that Partner appoints to market, promote or re-sell Services on behalf of Partner.
12. “Partner Data” means all electronic data or information submitted by Partner to the RChilli.


1. SUBJECT OF THE AGREEMENT
1. Appointment. Subject to the terms and conditions herein, Rchilli hereby appoints the Partner, and the Partner hereby accepts, a non-exclusive, non-transferable, revocable and worldwide appointment to act as a RChilli’s approved Partner of the RChilli Technology as integrated in the Partner Integrated Products. In particular, the Partner shall market, promote and resell the Partner Integrated Products to its customers and potential customers, at the same Partner’s own expenses, using its own efforts and own sales force.
2. Sole RChilli Technology Partner. In no case the said appointment grants the Partner any right to resell RChilli Technology as a standalone product, unless the previous RChilli’s written authorization.
3. Non-exclusivity. This agreement is not exclusive to Partner, so that RChilli reserves the unrestricted right to sell, license, market and distribute – both directly and indirectly – the RChilli Technology anywhere in the world.
4. Reservation of rights. RChilli expressly reserves any and all the rights not expressly granted to the Partner in this Agreement.
2. RCHILLI TECHNOLOGY INTEGRATION
1. Integration. To the purpose of execute the appointment herein, RChilli hereby grants a limited, revocable, non-exclusive, non-transferable and worldwide license to the Partner to: (i) integrate the RChilli Technology with the Partner’s software in order to create the Partner Integrated Products; (ii) use the RChilli’s documentation in order to operate the said integration; (iii) resell the RChilli Technology as integrated product, as part of the Partner Integrated Products.
2. Implementation partnership. To the purpose of execute the appointment herein, RChilli hereby grants a limited, revocable, non-exclusive, non-transferable and worldwide license to the Partner to: (i) Implement the RChilli ERP Integrated Products to the partner customer; (ii) promote the Partner’s services as a RChilli implementation partner for the RChilli Technology and RChilli ERP Integrated products. (iii) resell the RChilli Technology, RChilli ERP integrated products as implementation services.
3. Collaboration and assistance. In order to allow the Partner to operate the integrations and implementations, RChilli agrees to provide the latter with commercially reasonable assistance (including by providing necessary application programming interfaces – APIs – and documentation) as deemed by the same RChilli necessary to the integration. Such collaboration and assistance shall include, but not be limited to, introductions to Partner’s customers, joint sales calls, and co-marketing and public relations campaigns.
3. CUSTOMERS
1. Partner Customers. All Partner’s customers that use any Partner Integrated Product or RChilli ERP Integrated Products implemented by Partner shall be deemed as Partner Customers for the purposes of this Agreement, as long as they use such products.
2. Information to Customers. Both Parties shall inform their customers that RChilli Technology is provided (and owned) by RChilli, while services/products sold by Partner are provided by the latter. The preceding shall apply, with the due changes, also in case of authorized RChilli Technology’s sales as per Sect. 2.2 above; therefore, the Partner shall make clear to its Customers of the RChilli Technology ownership.
4. PRICING, Commission AND PAYMENT TERMS
1. Pricing. RChilli will provide a list price of RChilli Technology, and RChilli ERP Integrated Products, provided that RChilli shall have the right to unilaterally determine – as well as, from time to time, to change – the price of RChilli Technology, and RChilli ERP Integrated Products..
2. Commission. For each Partner Customer who will be using RChilli Technology, or RChilli ERP Integrated Products, RChilli shall pay the Commission as described in Exhibit A.
3. Report. Within the tenth (10th) day of each month, the Partner shall send to RChilli a monthly report detailing all sales of RChilli Technology, or RChilli ERP Integrated Products that have been sold, as well as any anticipated revenue. The same report, with the due changes, shall be sent by RChilli to the Partner, with reference to any revenue received by RChilli from any Partner Customer.
4. Invoicing and payment terms. Either Party shall issue a monthly invoice according to the monthly report received from the other Party. The invoices shall be paid by the relevant Party within thirty (30) days from the issuance thereof.




5. SERVICES
1. RChilli Responsibilities for the Services. RChilli shall provide Partner with the Services for the purpose of the resale to Partner Customers. The Services shall be made available by RChilli subject to any unavailability caused by circumstances beyond RChilli reasonable control, including any force majeure events as contemplated in Section 12.3 and any computer, communications, Internet service or hosting facility failures or delays involving hardware, software, power or other systems not within RChilli’s possession or reasonable control, and denial of service attacks. The Services may be temporarily limited, interrupted or curtailed due to maintenance, repair, modifications, upgrades or relocation. RChilli shall attempt to notify Partner of scheduled and unscheduled network outages that are expected to last more than four (4) hours and that may affect the Services. RChilli shall be entitled to change the Services during the Term provided that RChilli will not materially reduce the capabilities provided by the Services.


2. Partner Responsibilities. Partner shall maintain marketing and customer service standards that are appropriate in order to maintain high-quality Services and to reflect favorably on Partner’s and RChilli’s reputation. Partner shall provide Customers with prompt, courteous, and efficient service, shall take every reasonable precaution not to disclose any Customer information, other than as permitted by any applicable privacy or personal health information legislation, and shall deal with Customers honestly and fairly. Partner shall be responsible for all activities of its Customers and Partner shall (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify RChilli promptly of any such unauthorized access or use; and (ii) comply with all applicable local, state, provincial, federal and foreign laws in respect to the promotion and re-sale of the Services.
3. Mutual Obligations. Neither party shall by way of statement, act or omission, discredit or reflect adversely upon the reputation of or the quality of the other party or the products or services provided by the other party.
4. Restrictions. Partner shall not (and shall not authorize any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services except to the extent that enforcement of the foregoing restriction is prohibited by applicable law; (b) circumvent any user limits or other timing, use or functionality restrictions built into the Services; (c) remove any proprietary notices, labels, or marks from the Services (except to the extent Partner is so permitted to for the purposes of re-branding the Services); (d) frame or mirror any content forming part of the Services; or (e) access the Services in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Services.
5. Customer and Partner Data. RChilli shall have the limited right to use the Customer Data and Partner Data to provide the Services in accordance with this Agreement and Partner shall obtain such rights from its Customers for RChilli. Subject to the limited rights granted to RChilli pursuant to this Agreement, RChilli acquires no right, title or interest from Partner or any Customers under this Agreement in or to Customer Data and Partner Data, including any intellectual property rights therein.


6. TERM AND TERMINATION
1. Term. This Agreement is effective as of the Effective Date for one (1) calendar year and it shall renew automatically for additional one (1) year terms, unless either Party notifies the other Party its intention not to renew at least thirty (30) days before the end of the then-current term, original or renewed.
2. Termination for convenience. After the first contractual year, either Party can terminate this Agreement at any time by giving the other Party at least thirty (30) days written notice of termination.
3. Termination for breach. Each Party shall have the right to terminate this Agreement by written notice to the other if the other Party has materially breached any obligation herein. Upon the occurrence of any material breach of this Agreement that remains uncured for a period of ten (10) business days following written notice from the non-breaching Party, the latter has the right to terminate this Agreement by providing additional written notice of such termination to the breaching Party.
4. Obligations after the termination. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, Confidential Information, Intellectual Property Rights, payments and others which by their nature are intended to survive. In particular, without limiting the foregoing, the Commission accrued prior to the effective date of termination shall survive the termination of the Agreement, until the expiration of initial subscription term by a Partner Customers (therefore, no Partner Commission shall apply to any subsequent renewals of RChilli Technology’s subscribed services).
7. CONFIDENTIALITY
1. Nonuse and nondisclosure. During the term of this Agreement and following the termination thereof, either Party shall hold the other Party’s Confidential Information in the strictest confidence and shall not, directly or indirectly, except as necessary to facilitate the performance of this Agreement: (i) transmit or disclose any Confidential Information to any person, concern, or entity; (ii) make use of any such Confidential Information, directly or indirectly, other that for the compliance with this Agreement; or (iii) copy, reproduce, modify, decompile, or reverse engineer any Confidential Information. Either Party agrees that, during and after the term of this Agreement, the other Party’s Confidential Information shall be held in the strictest confidence, with all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and the said Confidential Information shall not be utilized, make known, disclosed, furnished or made available to any other person, other than in the proper performance of its duties under this Agreement. The Confidential Information can be disclosed only to either Party’s employees who need to know the same for purposes of this Agreement, and the receiving Party shall require such employees to abide by the terms of this Agreement and shall be liable for any breach by such employees of such terms.
2. Exceptions. Neither Party shall have any liability to the other for disclosure of any Confidential Information which either Party can establish to have: (i) become publicly known without breach of this Agreement; (ii) been previously publicly released for disclosure by either Party; (iii) been given to either Party by someone other than the Company or Client without a duty to maintain confidentiality; or (iv) been independently developed.
3. Return of Confidential Information. Upon termination of this Agreement, or at any other time at the request of the Company, both Party will either: (i) immediately deliver to the former all written or printed documents, disks and other electronic media, and all other tangible property in its possession or control which contain, describe or reflect any Confidential Information, including all originals and copies; or (ii) immediately destroy any item or material containing the Confidential Information (or any part thereof), giving the other Party written confirmation of the destruction.
4. Term. The Parties agree that the obligations under this Sect. 7 shall continue after the termination of this Agreement, in spite of the return and/or destruction of the Confidential Information.
8. INTELLECTUAL PROPERTY RIGHTS
1. RChilli’s IP Rights. Notwithstanding any different provision herein, RChilli holds and retains all an any title and interest in and to the RChilli Technology, as well as in and to any Intellectual Property Right associated therewith and, therefore, nothing in this Agreement will be interpreted as a transfer, in whole or in part, of rights in the RChilli Technology to the Partner, the Partner Customers or any other third party.
2. Use of RChilli trade name. The Partner shall display the name of the RChilli Technology (which will include the trademark, the logo and trade name at all appropriate pages including all web pages, e-mails, blogs, marketing services, etc.) anywhere it uses the Partner Integrated Products. The name will be published as “RChilli”. Partner can download required high resolution logo from https://www.rchilli.com/digital-assets
3. Use of Partner’s name, trademarks or logos. The Partner grants RChilli the right to mention the same Partner’s name, trademarks or logos as reference or case-study in any RChilli’s websites, presentations, marketing activities or materials, or in proposals to be sent to prospective clients.
4. Feedback and suggestions. RChilli may freely use any Partner’s feedback, suggestions, or ideas in any way, including in future modifications of the RChilli Technology or of any other related product, service, advertising or marketing material. To such purpose, the Partner warrants RChilli that it holds the Intellectual Property Right in and to any of the said Partner’s feedback or suggestion, and Partner grants RChilli a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback and suggestions provided to RChilli in any way.
9. WARRANTY AND LIABILITY
1. Limited warranty. THE RCHILLI TECHNOLOGY IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, RCHILLI DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW AND WITHOUT LIMITATION OF THE FOREGOING, RCHILLI DOES NOT WARRANT THAT THE RCHILLI TECHNOLOGY WILL: MEET THE Partner’S (OR ITS CUSTOMERS’) REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR THAT THE ACCESS TO THE RCHILLI TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT.
2. Disclaimer of liability. IN NO EVENT RCHILLI SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR PROFITS, BUSINESS INTERRUPTION, ETC.) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES, EVEN IF RCHILLI IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, RCHILLI IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF ITS CONTRACTORS, VENDORS, CLOUD PROVIDER OR OTHER SERVICE PROVIDER. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT.
3. Remedies. EXCEPT FOR CLAIMS WITH RESPECT TO FRAUD, DEATH OR PERSONAL INJURY, FOR WHICH NO LIMIT SHALL APPLY, IN NO EVENT – TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW – RCHILLI’S LIABILITY SHALL IN THE AGGREGATE EXCEED THE Commission EFFECTIVELY PAID BY THE Partner AS PER THIS AGREEMENT, DURING THE THREE (3) MONTHS PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE FOREGOING CONSTITUTES YOUR SOLE REMEDIES AVAILABLE TO YOU WITH RESPECT TO ANY OF OUR LIABILITY UNDER THESE TO.
4. Mandatory legal provisions. Some jurisdictions do not allow certain limitations of warranty or liability, therefore some or all of the limitations above provided may not apply to the Partner. In such case, the limitations provided herein shall be applicable to the fullest and maximum extent permitted by the applicable Law.
10. INDEMNIFICATION
1. Indemnification. Either Party shall indemnify and hold the other Party harmless from and against all damages, losses, and expenses of any kind (including reasonable legal Commission and costs) arising by any claim against the latter Party by any third party (including, without limitation, any agency, public administrations, entities, etc.) in connection with any of other Party’s: (i) violation or breach of any term of this Agreement; (ii) violation of any applicable Law, whether or not referenced herein; (iii) violation of any rights of any third party; or (iv) use or misuse of the Services.
2. Remedies. The Partner expressly agrees and acknowledges that any violation of its obligations pursuant to this Agreement may cause RChilli irreparable harm and damage, which may not be recovered at law. Therefore, the same Partner agrees that RChilli’s remedies for breach of this Agreement may be in equity by way of injunctive relief, as well and any other relief available, whether in law or in equity.
11. MISCELLANEOUS
1. Assignment. The Partner is not allowed to assign this Agreement or any rights hereunder, unless with the RChilli’s previous written consent. Conversely, RChilli is allowed, at its sole discretion, to assign this Agreement or any rights hereunder to any third party, without giving prior notice.
2. Independent contractor status. The Parties are independent entities collaborating for the purpose of this Agreement, and both shall remain distinct and independent legal entities directly liable for their actions. Nothing herein contained shall be construed to constitute the Parties hereto as partners or as joint-venturers or shall allow either Party to be or deemed to be the agent and/or the employee of the other Party. In particular, without limiting the foregoing: (i) RChilli’s obligations under this Agreement are to provide the RChilli Technology for Partner the Partner Integrated Products and the Partner will have no right to exercise any control or influence over the professional judgment of RChilli; (ii) either Party has adopted the status of an independent contractor for all purposes, including without limitation for purposes of withholding of federal, state and local income taxes and the payment and withholding of social security and other payroll taxes; therefore, all federal, state and local tax returns, including informational returns, required to be filed by the Partner during the term of this Agreement will be filed by the same and at its sole cost and expense.
3. Force majeure. A Party shall not be responsible for any failure to perform due to any event of Force Majeure. In the event of any such delay, the affected Party will be excused from such performance to the extent it is delayed or prevented by such cause. However, the other Party may terminate this Agreement forthwith on written notice if such condition continues for a period of sixty (60) days.
4. No implied waiver. Any tolerance or lack of enforcement by either Party, even if on a continuous and reiterated basis, in relation to any breach or default by the other Party of any provision of this Agreement shall not be considered as a consent to such breaches and defaults and shall not affect the validity of the clause breached nor shall be construed as a waiver to any of the rights pertaining to the non-breaching Party pursuant to this Agreement and/or the applicable Law.
5. Governing law and exclusive jurisdiction. This Agreement shall be governed by and construed in accordance with the Law of the State of California (USA). Before resorting to any external dispute resolution mechanisms, the Parties agree to use their best efforts in good faith to settle any dispute in relation to the Agreement. The Parties irrevocably submit to and accept, generally and unconditionally, the exclusive jurisdiction of the competent Court of the State of California (USA) with respect to any legal action or proceedings which may be brought at any time relating in any way to this Agreement.
6. Severability. Should any part of this Agreement be declared illegal or unenforceable, the remaining portion will remain in full force and effect.
7. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original agreement, but all of which will be considered one instrument and will become a binding agreement when one or more counterparts have been signed by each of the Parties and delivered to the other. A facsimile of this document bearing a Party’s signature or a printed copy of the original or an electronically signed document shall have the same legal force and effect as an original of such signature and shall be treated as an original document for evidentiary purposes.
8. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and it supersedes all prior or contemporaneous agreements concerning such subject matter.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by and through their duly authorized representatives as of the Effective Date.
Company Name: 

As filled in the form. 



Company Name: RChilli Inc
Name : Vinay Johar
Address: 2603 Camino Ramon,
Ste 272, San Ramon, CA 94583 USA





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EXHIBIT A
Partnership Levels

Notes:
1. These pricing are per client installation.
2. This includes all setup, updates, and support when needed.
3. All taxes extra.
4. All price in USD