PURPOSE OF THE AGREEMENT:

Cooperation between the parties to prepare and send a comprehensive and up to date product information including photographs of the facility and service description, location and other services provided to their customers. To provide the projected and agreed facilities to the clients inducted by ITB Technologies Pvt. Ltd..

RESPONSIBILITIES

1. The responsibilities are defined as follows:
   • ITB Technologies Pvt. Ltd. shall be the principal party,
   • Hotel shall operate as Sub-ordinate party to the ITB Technologies Pvt. Ltd..
   • Only with respect to the customers inducted by ITB Technologies Pvt. Ltd..
2. Each of the parties shall carry its own share of the costs as per to their commitment to the customers. Sub-ordinate party shall, however, at its own expense, make available to the principal party customers, the services and facilities as per to its offer, assurance and guarantee with the principal party.
3. Regardless of any provisions or conditions elsewhere in this document, the hotel will notify of any promotion or discount available to all distribution partners that is not included in this agreement. Any such rate will be available for the ITB Technologies Pvt.Ltd. to be distributed and will automatically override the rates stated in this agreement if such rates are deemed to be lower.
4. The ITB Technologies Pvt. Ltd. shall forward a copy of the requirement of services and facilities of its customers to the hotel and further it is the sole responsibility of the hotel to follow the instructions and to keep the customers satisfied.
5. The hotel has committed to the ITB Technologies Pvt. Ltd. specified number of rooms allotted on daily basis as per to requirement of the principal party and the rooms so reserved within the allotment are guaranteed and do not require any extra additional confirmation by the principal party.
6. The hotel will be provided with a login and password for supplier relationship Management system to control rates and inventory of the hotel on the ITB Technologies Pvt. Ltd., website. All room bookings that come from the ITB Technologies Pvt. Ltd. have to be honored by the hotel at the rates loaded by the hotel.
   
   The confirmed rooms are available for occupancy from 12:00 noon on the day of arrival and the checkout time is 12:00noon unless specified otherwise in writing by the hotel by fixing the period to implement such change and specifying the reasons for such change.
7. The ITB Technologies Pvt. Ltd. will pay hotel the net room rates for all reservations. In the event of any customer dispute, discrepancy or audit by legal authorities, hotel shall immediately inform the ITB Technologies Pvt. Ltd. by producing the evidence of guest occupancy. ITB Technologies Pvt. Ltd. will collect the payment for room charges in full from the customer at the time of booking and shall pass the booking on to the hotel. ITB Technologies Pvt. Ltd. shall pay the same to the hotel after deduction of their margin prior to the guest check-in. In the extreme circumstances of public holidays or the other unexpected delays, a five working days grace period post check out of the guest is agreeable for the hotel for the said payment. Under no circumstances the hotel will deal directly with the customers or collect the money from the guest directly without the knowledge of ITB Technologies Pvt. Ltd..
8. The room rates, cancellation policy and the commission thereof will be subject to negotiation from time to time depending upon the seasonal, demand and exculation factors on mutual agreement basis. The room rate, cancellation policy and related commission charges will be in writing and mutually agreed to and form a part of the agreement as an addendum to the main MOU.

SERVICES

1. The ITB Technologies Pvt. Ltd. will notify the hotel about the cancellation and reduction of the customers with in a minimum reasonable period. After the same, for the cancellation or no-customers as early as possible. All the information contained in this document is strictly confidential and must not be disclosed to the third parties.
2. If in case the hotel is unable to honour any of its reservation, it shall immediately inform the ITB Technologies Pvt. Ltd. and also relocate the customers of ITB Technologies Pvt. Ltd. to a comparable hotel, or resort or higher category. It shall also prepay to such comparable category hotel or resort the room charges for the period in question together with all transportation and other expenses. The hotel in addition shall also give in writing the reasons for failure to honour the reservation.

PERIOD OF VALIDITY

1. This Memorandum will remain in effect unless terminated mutually by either party. This MOU may be terminated at any time for any reason by either [party by giving a clear thirty days prior written notice to the other. The hotel shall honour any existing reservations at the time of termination and all the reservation and bookings shall survive the termination of this MOU.
2. The period of validity of this MOU can be extended by mutual discussions.

LAWS APPLICABLE – JURISDICTION-Bangalore.

1. This agreement is governed by Indian law.
2. The hotel alone shall be responsible for any deficiency of service during the period of the customer’s stay in the hotel.
3. In the event of any dispute the same shall be referred to an arbitrator appointed in accordance with law and place shall be Bangalore.

1. The Company is engaged in the business of IT (Software) and also distribution of Hospitality services. But at no point of time the Company will be engaged in direct selling in travel services of Hospitalities and the Company is carrying out only the business in the nature of distributor in the said field.
2. The company desires to enter into Hospitalities services using the web services of Travel Partner through their web services under its marketing strategy.
3. The Travel Partner is web- based service provider which provides various services inter-alia including information of reservation management services. Travel Partner has represented to the Company, that they have rich experience in providing and promoting travel hospitalities services to clients of repute.
4. Travel Partner after being satisfied with the performance, familiarity and uses of the API. Interface shall enter into Affiliation Agreement with the Company, to provide such services and related promotions from time to time to the company on agreed terms and conditions set out in this Agreement. Under any circumstances the trial period of two days shall not be extended further.
5. Company has agreed that it will provide access of its system through API.Interface to the Travel Partner as necessary for the purpose contained hereinafter.

AND WHEREAS, after having detailed discussion with respect to scope of services between the parties at length in terms of the scope of work involve, duties, responsibilities and liabilities of the Travel Partner for such services, and manner of payment thereof, the parties have agreed to reduce the terms and conditions in writing, set-out hereinafter for availing/providing such services

AND WHEREAS, all the executants of the Agreement are competent and duly authorized by their respective Board of Directors or proprietors to execute the Agreement. A copy of the such authorization letter or resolution passed in favour of intended executants of the respective Companies, shall form a part of this Agreement.

I. NATURE, RESTRICTIONS, RIGHTS, DUTIES AND OBLIGATIONS OF BOTH PARTIES:

1. Main hospitality of the Company is it shall provide the Travel Partner with the hotel inventory with the respective rates, hotel information pictures, degree of standard of hotels and location and reviews on its own branded site.
2. The Company shall be solely and exclusively responsible for fulfillment of the hotel accommodation booked through the API Interface, if the hotels are sold using the Company’s rates and inventory the arrangement of alternate accommodation at least of the same standard is the sole responsibility of the Company, only in the event the Travel Partner has followed the time and date of the occupation of such Hotels given by him and on the failure of the Company to provide the accommodation on that booked time and date.
3. The Company shall be solely and exclusively responsible for the hotel accommodation booked through the API Interface, if the hotels are sold using the Company’s rates and inventory. If due to any circumstances beyond reasonable control of the company it is unable to provide the confirmed hotel, the arrangement of confirming alternate accommodation at least of the same standard is the sole responsibility of the company. If the alternate hotel offered is lower in cost to the original confirmed hotel the difference in cost will be refunded. In case the customer does not accept the alternate hotel, his entire amount will be refunded. This condition will apply only when the Travel Partner strictly follows its time and date schedule.
4. The Travel Partner shall clearly specify the requirements of his customer in writing to the Company with the financial limits of the customer .If any further changes with respect to the booking, the Company will charge extra fee for the same.
5. If the Travel Partner avails any services under Tatkal scheme, provided by the Company for any urgent bookings, in the event of cancellation of the same, the Company shall forfeit the entire amount charged and is not liable to refund the same.
6. The Travel Partner is solely responsible for the integrity of his clients. Further the Travel Partner is exclusively responsible and liable for any act of its customers with either the hotels or any services provided by the Company to them. The Company is not liable or responsible for the customers of the Travel Partner, in any way whatsoever. The Company can only be communicated through the Travel Partner.
7. Unless otherwise agreed by Parties, in the event if the Company provides any software as the case may be to the Travel Partner, the same will be provided on “As in Basis” without any warranty of any kind and the Travel Partner agrees that the Company shall not be liable for any damages whatsoever arising from or relating to its use or inability to use such software by the Travel Partner.

II. CONSIDERATION:

The company shall charge a deposit fee of mutually agreed amount exclusive of the service tax towards the above mentioned services by way of D.D.No……………../Cheque No…………….
The above amount is non-refundable . The Travel Partner can only exhaust the said amount by appropriating the same as against the orders of the bookings made by him, with in the prescribed time limit under this agreement. The Travel Partner is at liberty to make bookings up till the above said deposit amount .
In the event if the bookings exceed the above said deposit , the Travel Partner shall deposit further amount as stated above . The minimum deposit in any event should not be below a particular figure as per the decided terms & conditions .

III. RELATIONSHIP OF PARTIES.

This agreement is on Principal to Principal basis. The relationship of the parties under this Agreement is and at all times shall remain that of independent entities and accordingly this deed of Agreement shall not create any employer, employee relationship between the parties . Nothing in this Agreement or the attached Annexure/exhibits shall be construed to create nor shall it be deemed to create any partnership, joint venture, franchise, employment or agency relationship between the Company and the Travel Partner or their representatives or employees, consultants, agents, servants etc., and accordingly, neither party shall represent itself as having, nor does either party have, the right, power or authority to bind or otherwise create any obligation or duty, express or implied on behalf of the other party in any manner, other than the terms and conditions.

IV. WAIVER

The failure of a party at any time to insist on performance of any provision of this Agreement is not a waiver of its right or be deemed to constitute a waiver or forfeiture of such rights and the parties are at liberty at any later time to insist on performance of that or any other provision of this Agreement.

V. SEVERABILITY

If any term , clause or provisions of this Agreement shall be judged to be invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other term, clause or provision of this Agreement and such invalid term clause or provision shall be deemed to have been deleted from this Agreement.

VI. TERMINATION/CANCELLATION OF THE AGREEMENT

1. This Agreement shall remain in force for a period of 5 years effective from 2010 to 2015 subject to the renewal in the form of fresh Agreement on such terms and conditions as may be mutually decided by both the parties.
2. The Company shall, in the event of the Travel Partner committing any breach of any of the terms and conditions of this Agreement or for any other reason considered by the Company as inefficient, be entitled to terminate this Agreement immediately by giving notice to that effect in writing.
3. The Travel Partner shall not be entitled for any compensation in case of such termination and also with respect to his deposit amount with the Company and his deposit shall be forfeited.
4. It is agreed that either party to this agreement may terminate the Agreement before expiry of this contract by giving 30 days prior notice in writing.
5. The termination of this Agreement shall not relieve the Travel Partner/ or their employees, consultants, agents etc., of their obligations with respect to the Confidential Information, as herein below mentioned.
6. The Company reserves its right to terminate this Agreement if the Travel Partner are not active for three consecutive months. In such an event the Company shall declare them as inefficient and terminate this Agreement without issuing any prior notice to the Travel Partner.

VII. CONFIDENTIAL INFORMATION

1. Confidential information as used in this agreement shall mean and include any and all technical and non-technical information of the company , but not limited to information related to flights, bookings, fares and revenues , Travel Partner’s lists, business forecasts and all documentation acquired at the time of Trial Mode basis. The “Confidential Information” deemed to be including any trade secret , information, process, technique, marketing servicing, financing or personnel matter relating to the Company, its present services, products or business, sales, subscribers, suppliers, clients, other travel partners, employees, investors, whether in oral, written, graphic or electronic form.
2. The Travel Partner shall be solely responsible for any misuse of such disclosed information by their employees, consultants, agents etc., and Company shall be free to seek such injunctive or other relief in addition to damages, against the Travel Partner /or their employees consultants, agents etc., jointly or severely as may be deemed proper by the Court of competent jurisdiction.
3. The Travel Partner acknowledge and undertake that monetary damages may not be a sufficient remedy for unauthorized use /circulation / transmission or disclosure of any Confidential Information and that the Company shall be entitled , without waiving any other rights or remedies, to seek such injunctive or other relief as may be deemed proper by a court of competent jurisdiction.

VIII. NOTICE AND COMMUNICATION

All notices and communications that are permitted or required under this Agreement shall be in writing and shall be sent to the address of the parties as set forth immediately below, or such other address as the representative of each party may designate by notice given in accordance with this section. Any such notice may be delivered personally by hand, by approved courier or by facsimile transmission and shall be deemed to have been delivered upon receipt. Any change in the address shall be immediately intimated to the other party.

IX. NOTICE AND COMMUNICATION

1. This Agreement and its Annexure/exhibits constitute the entire agreement between the Company and Travel Partner and supersede any prior or contemporaneous communication, representations or agreements between the parties, whether oral or written, regarding the subject matter of this agreement. The terms and conditions of this Agreement may not be changed except by an amendment agreed in writing between the parties and the same shall be signed by an authorized representative of each party.
2. Stamp duty: The stamp duty on this agreement and duplicate thereof shall be borne by the respective party to this agreement. The original shall be retained by the Company and the Travel Partner shall have the duplicate of the original.
3. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India.

X. ARBITRATION AND JURISDICTION

Any dispute or disagreement shall first be attempted to be resolved amicably by the top-level executives of the parties duly authorized in this behalf. If the dispute is not resolved amicably, then it shall be referred to and resolved by arbitration. Arbitration for resolutions of such disputes shall be in accordance with the provisions of the Arbitration and Conciliation Act, 1996 as amended from time to time. The venue of such arbitration shall be at Bangalore. If matter is not resolved by the arbitration then the dispute shall be referred to and decided by the court of competent jurisdiction at Bangalore.