Terms and Condition
1.
DEFINITIONS
In this Agreement,
except as otherwise provided, capitalized terms shall have the meaning assigned
to them herein below:
‘Act’ : The Companies Act 2013, and
any amendment thereto or any other succeeding Enactment for the time being in force.
Advisory Council: It will consist
of CEO, and Each qualified and approved member fully integrated
with Inlog.
Affiliate : In relation to a Party, Being a
corporate entity, means any entity, which controls, is controlled by, or is under the common control of such
Party. The term ‘control’ shall mean
the beneficial ownership directly or indirectly of more than 50% (Fifty
Percent) of the
voting securities of such entity or control over the majority of the
composition of the Board of Directors or power to direct the management or
policies of such entity
by contract or otherwise.(b) being an
individual, means a Relative (as hereinafter defined) or any
entity which is controlled by or under the common control (as defined above) of
such Relative.
‘Agreement’ : This Agreement, and shall include any
schedules, recitals, or exhibits that may
Be annexed and any
amendments made by all the Parties in writing.
‘Articles’ :
The Articles of Association of the INLOG and its Subsidiaries, as the context
warrants, s
Amended from
time to time.
‘Auditor’ :
The statutory auditors for the time being of The INLOG
‘Board’ : The Board of Directors of the
INLOG or its Members from time to time, as the context warrants.
‘Business
Day’ : A day on which banks are open for
business in New Delhi, India.
‘Business
Plan’ : The business or operating plan of
the INLOG which may be adopted by the Board from
Time to time in
accordance with this Agreement and the Articles.
‘Chairman’ : The chairperson of the Board.
'Closing’ : The actions described below.
‘Closing
Date’ : The date specified below.
‘Definitive - : All other Agreements, documents,
certificates Agreements’ etc required to be
executed and/or delivered pursuant to formalization of this business
relationship in the form of a company called INLOG and for all transactions
contemplated herein this Agreement.
'Director' : A Director of the INLOG for the
time being duly appointed to the Board, as the context warrants.
‘Encumbrances’ or : Includes
any mortgage, pledge, equitable
‘Encumber’ interest, prior assignment, conditional
sales contract, hypothecation, right of other
Persons, claim,
security interest, beneficial interest, encumbrance, title retention
Agreement,
voting trust Agreement, interest, option, lien, charge, commitment,
Restriction or
limitation of any nature whatsoever, including restriction on voting,
Transfer,
receipt of income or exercise of any other attribute of ownership.
‘Financial
Year’ : Means the period ending March 31
in each year and beginning April 1 in each year or
As may be
changed by the Parties by mutual written consent.
‘GAAP’ : Generally
Accepted Accounting Principles.
Group
Company: All companies / organization having common majority directors and
having more than 50% common share
holding.
‘Materially
Adverse: Any change or effect, the
consequence of Effect’ which is, will
or is likely
to materially adversely affect
(i) the assets,
business, properties, liabilities or financial condition, of the INLOG
and (ii) the ability of any
Party to perform
its obligations under this Agreement, (iii) the validity /enforceability
of this Agreement or of the rights or
remedies of the Investor, or (iv) the
status and validity of any
Contracts required for the
INLOG To carry on its
business.
Members :Companies or organizations that are qualified and
approved as logistics partner of Inlog and have signed the necessary agreement
and integrated its system with Inlog and
are in business in their local jurisdictions in accordance with local laws and
are directly involved in the integrated logistics , movement, transportation or
distribution of freight/cargo etc..
'Memorandum': The memorandum of association of
the INLOG, as the case may be.
‘Person’ : Any individual, sole
proprietor, unincorporated association, unincorporated
Organization,
body corporate, corporation, Membership, limited liability INLOG,
, Government
Authority or trust or any other entity or organization.
‘Principal Business’: The business of the
INLOG as described in its Memorandum of Association and also as broadly mentioned in this Agreement
below.
‘Relative’ : Shall have the meaning specified
in Section 6 of the Act.
‘Rupees’ or
‘Rs’ :
Refers to the Indian Rupees being the currency of India.
‘Subsidiary’ : Shall have the meaning specified in
Section ‘Subsidiaries’4 of the Act and shall include companies as may become subsidiaries of an
entity after the execution of this Agreement.
Vertical /
areas : The different areas of
logistics such as Transportation (Road, Air,Rail,Sea), such as 3pl, warehousing
, CHA, cargo handling etc..
‘Winding Up’ : Any Voluntary or involuntary liquidation,
dissolution or winding up of the INLOG as
Defined in the
Act.
2.
INTERPRETATION
In this Agreement, unless the context otherwise requires, the
following rules apply:
a) The terms referred to
in this Agreement, unless defined otherwise or unless inconsistent with the
context or meaning thereof, shall bear the same meaning as defined under the
relevant statute/legislation.
·
All references in this Agreement to statutory
provisions shall be construed as meaning and including references to:
·
any statutory modification, consolidation or
re-enactment (whether before or after the date of this Agreement) for the time
being in force;
·
all statutory instruments or orders made pursuant
to a statutory provision; and
·
Any statutory provisions of which these statutory
provisions are a consolidation, re-enactment or modification.
b) Words denoting the
singular shall include the plural and words denoting any gender shall include
all genders.
c) References to
recitals, clauses, annexure or schedules are, unless the context otherwise
requires, to recitals to, clauses of or annexure to or schedules to this Agreement.
d) Any reference to
'writing' includes printing, typing, lithography and other means of reproducing
words in visible form. All approvals and/or consents to be granted by the
Parties under this Agreement shall be deemed to mean approvals and/or consents
in writing.
e) The terms 'include'
and 'including' shall mean 'include/including without limitation'.
f)
The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
g) This Agreement shall
be construed according to its fair language. The rule of construction to the
effect that ambiguities are to be resolved against the drafting party shall not
be employed in interpreting this Agreement.
h) Notwithstanding
anything to the contrary, the rights and obligations of Investor in respect of
their business relationship with each other and with the INLOG, including the
operation and management of the Inlog shall be interpreted, acted upon, and
governed in accordance with the terms and conditions of this Agreement.
3. Concept:
Inlog Network Private Limited is an organization focused in building
world class capability to deliver end-to-end integrated logistics services. To
deliver these services Inlog is developing “digital platform” & network which
will bring various service providers on a unified platform resulting in
transparency and visibility to customer in full life cycle of logistics
services.
Inlog, embraces a
professional alliance of leading transporters and Logistics companies worldwide
that specialize in the logistics industry including but not limited to , freight forwarders,3pl
Logistics Companies, transportation
domestic and international by ( road , air , rail , waterways , sea ) ,
warehousing , inventory management , cargo handling , cfs & icds , intermediaries and associated
companies working together in a network environment to benefit from INLOG’s
"Power of One" philosophy.
4.
Purpose and
Objectives:
The
purpose and objectives of INLOG are to:
a)
Act as a worldwide umbrella network of selected members who will
cooperate under agreed standards, actively promote and support each other in
the handling of logistics business such as freight forwarding, transportation,
logistics, customs brokerage and related services by the pooling of sales,
operational and financial resources.
b)
Empower members with the capability to meet customers
"Critical Success Factors" so that they may effectively compete with
major multi-nationals and integrators using innovative marketing and IT
initiatives.
c)
Attract new members who are the leaders in their own local markets
with an Inlog vision that maintain and surpass client satisfaction with a
reputable status aligned with the highest integrity and service commitment
versus accepted industry standards.
d)
Provide value added facilities to benefit the members, maintain
and promote the use of the INLOG website to aid and assist the development of
new business and to provide any other additional initiatives to benefit members
through the "Power of One" philosophy.
e)
Develop a member-responsive network that will cooperate and
develop a dynamic synergy, operational integrity and efficiencies with
financial stability on a non-exclusive basis.
f)
Promote a network methodology that adheres to a philosophy of
on-going and continuous quality improvement.
g)
Provide a network environment that respects member's existing
client and customer bases where members refrain from back-selling or approach
another INLOG member's vendors, suppliers, third party service providers,
clients or leads without permission from INLOG.
5. Charter Membership: ( Business Associate)
a)
Members are eligible to enroll into Inlog as the eligible
criteria defined by board for the membership ( as per annexure ),
exception to the criteria to be approved by the governing council.
b)
The INLOG will allow limited members in each Vertical / Area , but
special members will be
allowed to join in specific areas .
c)
The Advisory council may
from time to time recommend the addition of other organizations to be the
member of Inlog to further enhance the collaboration logistics. If the invited
organizations/entities decide to participate, all participating organizations
will share equally in the rights and responsibilities described in this
agreement.
d)
In line with our quality and professional edict all members need to abide the terms and condition and code
of conduct of Inlog.
6.
Charter Member ship fees :
A) Each Member has to pay the following fees subject to change by
Inlog board with prior notice of 90 days as defined in Annexure A
a. Application fee / registration fees
for each company/organization.
b. Membership Fees : Each member shall pay an Annual member ship Service/operation Fee amount, on
annual turnover of group companies integrate with Inlog. The operations fees
shall commence after the start of operations of Inlog and the Integration of
Member with Inlog IT Systems.
c. Integrated sale fees: Each member
shall pay fees as prescribed for portion of integrated sales managed by Inlog
and transfer to the member.
d. Collaboration fees: Each members shall
pay , if seller the collaboration fees to inlog on all the services sold
through the Inlog platform to other member of Inlog.
b) Resignation or revocation of
Membership during the year will not entitle the Member to any refund of the Fees already paid to Inlog.
c) New members will commence it operation
in Inlog platform only when Membership Fees have been received and registration
activities are completed.
7. Membership Benefits:
a. Inlog Shall Liaison
with Governmental Authorities, obtaining necessary consents, making the
necessary filings and registrations including compliance with applicable laws
to ensure smooth operations of the collaborative logistics through Inlog
networks private limited.
b. Creating marketing
team and Utilize members contacts and goodwill in securing orders and
generating business and developing the market of the services and products, in
accordance with the Business Plan. Inlog shall share enterprise business with
members as per terms and condition of client.
c. Identify new solutions to meet the emerging demand of the Market.
d. Developing and
implementing Technology Platform and standard processes and systems for all Members.
e. Brand building brand
promotion for Inlog and Members companies.
f.
Integrated sales support for member companies.
g.
Building collaboration business model for sharing the sharing the
resources among the Members.
h.
Building a professional manpower pool for the partner companies on
charge basis.
i.
Managing back-office function of members companies as decided by
the advisory council from time to time on charges basis for opting members.
j.
Providing software solution/ERP for integrated logistics on charge
basis for opting members.
k. Hiring and training
of personnel and leading and developing the Principal Business of the Inlog.
Running the operations smoothly, transparently, and to its best ability,
profitably.
l.
INLOG shall maintain a web-site
at www.inlognetwork.com
m. Inlog shall maintain
Portal which shall: a) Attempt to solicit business from the corporate /
Individuals and such information shall be forwarded onto all relevant members b) Provide
the information concerning to INLOG; its members (and their contact
information/ corporate web sites etc), as well as links to other sites of
interest. c) The “Members Only” section shall include information contained in
the Members Profile (excluding sensitive information), operational requirements
specific to city/countries, Conference Details and Meeting Scheduling
facilities, Banking Details to ensure prompt remittances, new INLOG
Developments etc.
8. Obligation of Inlog Members
a) The Members will
abide to all the systems, processes and procedures including technology
implemented by the Inlog.
b) The members shall
conduct all their business of all their participating group companies on common
IT platform developed by Inlog for the work assigned/transferred by Inlog of
integrated sales.
c) The members shall
share all the data with inlog for their total work ( without divulging name of
client or contacts ) for anyalysis and creating solution.
d) The members shall
abide by all the terms and condition of this agreement at all times. The members
shall abide to all the code of ethics as prescribed by Inlog from time to time
to and maintain highest standard of transparency and commitment.
e) The Members will fulfill all the obligation of
providing logistics services efficiently to Inlog or its member customers as
per their pre-bid / proposal commitments. The terms and condition of the
customer shall become binding on the member for any work assigned to member by
Inlog. All claim/deduction/credit risk /operation issue or any delay in
payments or any other issue whatsoever with the client/customer , shall be
equitably beared by participating members for that contract/transaction. Inlog
responsibility shall be limited to facilitation with client. The advisory
council shall be responsible for any resolving dispute if any.
f)
The members shall keep Inlog indemnified against
all losses/ claim for the business transferred to them.
g) The Members will
provide total services as assigned to them, either independently or utilizing
the services of Third Parties/Vendor.
Each Member assumes full responsibility for all Third Parties /Vendors as
selected by them.
h) The Members agree to
receive/accept cargo from each other ensuring cargo is received clean and in
good order. In the event of shortages and/or damages or delays, notation will
be made on the appropriate documentation and actioned immediately upon receipt
to all concerned parties.
i)
Each participating organization will commit
resources to the collaboration to its best abilities. All participating
organizations will contribute
·
The time and effort required for consistent
representation of and participation by the organization on the Advisory council.
·
Careful attention to risk assessment and risk
mitigation including maintaining appropriate insurance coverage and ensuring
appropriate supervision for staff, and volunteers, and use of facilities and
equipment contributed to the collaboration.
j)
Members are totally responsible for advising the Inlog about any
updates and changes to their communications profile, abilities and services.
k) Each member shall maintain a fully
functional website
l)
Each member should be fully certified by competent authority for
its Quality
m) Each member shall appoint one chief
co-odinator from its top management which shall act as one point contact for
all co odination / permissions / implementation with Inlog.
9.
Termination, Exit and revocation of
Membership:
a)
Either party can revoke or exit the agreement by giving 6
months of notice period before Exit.
b)
In the event of termination or revocation of Membership – for
whatever reason – Member shall remove the INLOG name, logo etc. from its literature;
publicity materials etc. and refrain from the active solicitation of business
under the name and good-reputation of INLOG.
c)
All existing contracts with the customers and payments must be
cleared before completion of 6 months notice period.
d)
Members agree that the Inlog shall inform all existing members of
the termination or revocation of membership stating the reasons for such
occurrence (although the Inlog
shall not be obligated to provide full details of such reasons).
e)
That notwithstanding anything contained as above the membership of
any member can be terminated immediately without notice period for breach of
any terms and condition of this agreement or non payment of fees as prescribed.
10. INLOG Organization
procedures to manage the operation.
a)
The Inlog shall constitute a board with four directors
from promoters , one from
members, and one each from financial investors and independent as required. The
composition may be changed as per the Inlog existing Board. The board so
constituted shall appoint managing director and CEO to manage the activities of
Inlog.
b)
All the members and CEO shall be the
part of Advisory council which will act as advisory council to the
CEO. The Members of the Governing council shall appoint coordinator amongst
themselves for a fixed tenure of two years.
c)
The Chief Executive Officer (CEO) of INLOG shall appoint and establish
working committees and project Teams as and when required.
d)
The members can be part of the working committees or project
teams, 2-5 members as per their interest and capabilities will be invited for the
various committees like HR, Finance, I.T, Dispute resolution, Marketing etc.
e)
Each working committee to publish their purpose, agenda and
project schedule and meeting schedules.
f)
Working committee to submit their recommendation to CEO as per the
schedule.
g)
The members will select one member amongst
all members to be a part of Board of Directors as Directors of the Inlog board
for a fixed duration of 2 years.
11. FINANCIAL ACCOUNTING,
AUDIT AND BANKING PROCEDURES
a)
Subject to the provisions of applicable law, the
Financial Year of the Inlog shall be the period ending March 31 in each year
and beginning April 1 in each year or as may be changed by the Parties by
mutual consent.
b)
An annual audit of the books of accounts, records
and affairs of the Inlog shall be made each year immediately following the
close of the Financial Year by the Auditors of the Inlog. The Inlog shall
maintain a system of accounting adequate to identify its material assets,
liabilities and transactions and to permit the preparation of financial
statements in accordance with Indian GAAP. The accounts of the Inlog shall be
audited in accordance with Indian GAAP (Generally Accepted Accounting
Principles.)
12. Accounting and
Settlement:
a)
It is expected that members of INLOG shall adhere
to industry acceptable accounting and settlement standards as prescribed by Inlog from time to time.
b) Members are expected
to issue Sales, Operational and Financial Nonconformities against other members
with a copy to the INLOG. Examples of Nonconformities are:
a. Sales Nonconformities: Failure to
action Routing Orders Failure to respond promptly to sales inquiries;
Operational Non-Conformities: Failure to issue pre-advices; Mis-rated HAWBS or
OBLS; Failure to issue or incorrect Profit Sharing; Failure to supply necessary
documents;
b. Financial Nonconformities: Failure to
make prompt monthly settlement; Failure to timely pay Conference Fees or Annual
Fees, etc
c)
The intent of Nonconformities are
a. to maintain and improve the quality of
the Network and
b. to provide advance notice of problems
occurring with a Member or Associate
d)
The Inlog shall monitor Nonconformities received and shall take
appropriate action – up to and including revocation of membership – of the
offending parties.
13. Logo & Intellectual Property (I.P)
a) All intellectual property, Information technology
, reports, analysis, contracts, designs, drawings, specifications and other
instruments of service prepared pursuant to this Agreement for doing any
business of Inlog including which are registered, patented, copyrighted and
secured as intellectual property rights as per the provision of law and in the
name of the Inlog , shall be the sole property of Inlog.
b) Inlog shall have the
ownership and rights and privileges of all intellectual property rights
acquired in the course of the business and in so far as it is consistent with
this Agreement, the Inlog and Members will be entitled to use such intellectual
property for its purpose including to prepare documents for other projects
based on such Project information without any payment thereof, so long as they
are Members of the Inlog in terms of this agreement and not otherwise.
c)
Any brochures publicity material in any form of
media with regards to the Project and any logo mark devised by the Inlog
or any development/drawing that can be and which constitutes any intellectual
property shall be the intellectual property of the Inlog.
d)
All rights, title and interest in the name INLOG and associated
logo are owned by INLOG with trademark.
14. Legal Liability:
a) INLOG shall not be responsible for any
damages or legal claims beyond the amount of Annual Fee paid in the preceding
year by the specific party/member.
b) Members shall not, solely because of
membership in INLOG, be personally liable for any debts, obligations or
liabilities of INLOG.
c) Inlog shall not be liable for any debts, obligation, outstanding or liability
of any member for any reason whatsoever including any business taken on behalf
of any member for integrated sales or collaboration.
15. INDEMNITY
Without prejudice to
any other right available to Members/parties to this agreement; in law or under
equity, the Inlog and each member,
agrees to indemnify, defend and hold harmless the other member and Inlog (and
their directors, employees, Affiliates, agents, representatives, successors and
assigns) from and against any and all actual losses, liabilities, damages,
demands, claims, actions, judgments or causes of action, costs or expenses
(including, without limitation, interest, penalties and reasonable attorneys'
fees and expenses) ("Losses") based upon,
arising out of, or in relation to or otherwise in respect of
a. any inaccuracy in or
any negligence and/or material breach of any Representation and Warranty,
Covenant or Agreement
b. Any liability arising
out of or relating to the business or operations of the Inlog or the Principal
Business of the Inlog and its Subsidiaries taken on behalf of member or
transferred to member.
c. any liabilities and
obligations of whatever nature relating to any litigation, claim or
governmental investigation relating to the business or operations of the Inlog
or the Principal Business of the Inlog due to member.
d. any liabilities and
obligations of whatever nature relating to any litigation, claim or
governmental investigation arising on the Inlog to the extent that there was no
negligence or willful material misconduct on the member part;
e. any liabilities and
obligations, including penalties and interest, relating to the reporting,
filings, payment or withholding of taxes and/or labour and social contributions
by any party or member due to any
material breach by the Inlog or any of its members of any applicable laws;
f.
ownership of the Shares of the Inlog including
without limitation legal claims made by third parties in this regard;
g. any liability arising
out of non-stamping and/or non-registration of Agreements by the Inlog or its
member;
The Members severally
agree to indemnify, defend and hold harmless the Inlog, from and against any
and all losses, claims, damages, liabilities or expenses based upon or arising
out of or otherwise in respect of any inaccuracy in or any breach of any of
their respective representations and warranties, covenants or obligations
contained in this agreement or information submitted along with the same and/or
given/provided to Inlog from time to time.
16. Disputes and
Arbitration:
a) Inlog will use its independent status
to resolve disputes and differences between members. All decisions will be made
by INLOG Board or dispute rederrsal committee so constituted by it and shall be
binding on all the members.
b) If any dispute arises between the
Parties hereto during the subsistence of the proposed Agreement or thereafter,
in connection with the validity, interpretation, implementation or alleged
material breach of any provision of the proposed Agreement or regarding a
question, including the question as to whether the termination of the proposed Agreement
by one Party hereto has been legitimate, the Parties hereto shall endeavor to
settle such dispute amicably. The attempt to bring about an amicable settlement
is considered to have failed as soon as one of the Parties hereto, after
reasonable attempts (which attempt shall continue for not less than 15
(Fifteen) days) , gives notice thereof to the other Party in writing.
c) All disputes, controversies and
differences of opinion arising out of or in connection with the proposed
Agreement or for the breach hereof which cannot be settled amicably by the
Parties hereto shall be settled by arbitration in accordance with the (Indian)
Arbitration and Conciliation Act, 1996 as may be amended from time to time by a
panel of 3 (Three) arbitrators. The Parties shall, within 30 (Thirty) days of
receiving a notice from the other Party, appoint one arbitrator each and shall
intimate the same to the other Parties. The two arbitrators so appointed shall
appoint the third arbitrator.
d) The arbitrators so nominated shall
choose amongst themselves, the chairman of the arbitral panel. In the event any
Party fails to appoint an arbitrator within the time frames specified in this
clause, any other Party shall be entitled to make an application to the
relevant court in accordance with the (Indian) Arbitration and Conciliation
Act, 1996, for appointment of an arbitrator (at the cost of the defaulting
party) and the arbitrator so nominated shall be deemed to be the arbitrator
nominated by the defaulting party. The decision of the arbitral panel shall be
final and binding on the Parties. The venue of arbitration shall be New Delhi,
India.
e) The Parties shall continue to fulfill
their obligations under the proposed Inlog Agreement, pending the final
resolution of the dispute and the Parties shall not have the right to suspend
their obligations under the proposed Inlog Agreement by virtue of any dispute
being referred to arbitration.
a. The proceedings of
arbitration shall be in the English language.
b. The Parties hereto
shall submit to the Arbitrator’s award and the award shall be enforceable in
the competent court of law.
17. CONFIDENTIAL
INFORMATION
a)
For purposes of this Agreement, “Confidential
Information” means and includes all information or material that has or
could have commercial value or other utility in the business in which Parties
are engaged and any data or information that is proprietary to the Parties and
not generally known to the public, whether in tangible or intangible form,
whenever and however disclosed, including, but not limited to:
a. Any Trade Secrets,
Proprietary documents, business plans, process, structure or practices;
b. Any marketing
strategies, plans, financial information, or projections; operations, sales
estimates, business plans and performance results relating to the past, present
or future business activities of such party, its affiliates, subsidiaries and
affiliated companies;
c. Any information
related to the cost of project execution or delivery of service;
d. Plans for products or
services, and client or partner lists;
e. Any algorithm,
software, design, process, procedure, formula, source code, object code, flow
charts, databases, improvement, technology or method;
f.
Any other information that should reasonably be
recognized as confidential information of the other Party.
b)
The Parties shall use the Confidential
Information solely for and in connection with the Purpose.
18. NON-DISCLOSURE
a) The Parties shall use
the Confidential Information only for the Purpose and not disclose any or part
or summary or extract of the Confidential Information to any third party,
including third parties affiliated with the other Party, without that Party’s prior
written consent, which prior consent the Party may refuse to give without
assigning any reasons.
b) The Parties shall
hold and keep in strictest confidence any and all Confidential Information and
shall treat the Confidential Information with at least the same degree of care
and protection as it would treat its own Confidential Information.
c) Either Party shall
not disclose the sale of materials of the other Party to any
individual/person/any client of the other Party.
d) Either Party shall not copy or reproduce in
any way (including without limitation, store in any computer or electronic system)
any Confidential Information or any documents containing Confidential
Information without the Party’s prior written consent.
e) Either Party shall
not commercially/non-commercially use or disclose any Confidential Information
or any materials derived there from to any other person or entity other than
persons in the direct employment of the other Party who have a need to have access
to and knowledge of the Confidential Information solely for the Purpose as
defined above, and such persons are under similar obligation of confidentiality
and non-disclosure as these presents. In the event that any employees, agents
or affiliates of either Party disclose or cause to be disclosed the
Confidential Information, that Party shall be liable for such disclosure.
f) The Parties may not
disclose Confidential Information to any third party under any circumstances
regardless of whether the third party has executed a Non-Disclosure Agreement
with the Party.
g) Both Parties agrees
to notify the other Party immediately if it learns of any use or disclosure of
the Party's Confidential Information in violation of the terms of this
Agreement.
19. NON COMPETE
a) The Parties hereto
; and the Inlog , jointly and severally
covenant and agree that as l, none of them shall carry on or engage in,
directly or indirectly, whether through Membership, through its Affiliates or
as a shareholder, joint venture partner, collaborator, consultant, employee,
director, or agent or in any other manner whatsoever, whether for profit or
otherwise, in any business which competes with the whole or any part of the
Principal Business of the Inlog or its members in the places / markets where
they carries on business or proposes to carry on the Principal Business other
than as specifically permitted by the Inlog board as per laid down principle
from time to time , so as to undermine the business or reputation of Inlog or
its member.
i.
b) The members of the
Inlog jointly and severally covenant and agree that, they shall not,
directly or indirectly: attempt in any manner to solicit from any
client/customer, except on behalf of the Inlog, business of the type carried on
by the Inlog or to persuade any person, firm or entity which is a
client/customer of the INLOG its Subsidiaries to cease doing business or to
reduce the amount of business which any such client/customer has customarily
done or might propose doing with the Inlog, whether or not the relationship
between the Inlog and such client/customer was originally established in whole
or in part through his or its efforts; or
c) employ or attempt to
employ or assist anyone else to employ any person who is in the employment of
the Inlog or its member at the time of the alleged prohibited conduct, or was
in the employment of the Inlog or its member at any time during the preceding
12 (Twelve) months from the date of such alleged prohibited conduct, Other than
specifically permitted.
20. GOVERNING LAW AND JURISDICTION
This Agreement shall
be governed by and construed in accordance with the laws of India. Each party
hereby irrevocably submits to the exclusive jurisdiction of the courts of [Delhi.] India, for the adjudication of any dispute
hereunder or in connection herewith
21. Code of Conduct
As a member in good
standing of INLOG, ALL MEMBERS shall subscribe to these business ethics and standards
regarding in dealings with INLOG and INLOG other members:
a)
To support fellow members to the fullest extent
possible.
b)
To use standard operating and security procedures
between each other, and when possible to use a mutually agreed upon contract,
and/or by means of an agreement with written confirmation.
c)
To pay all monies quoted and Invoiced in the same
currency due to or between members within the agreed period and the sending
agent is liable for all bank charges unless agreed otherwise.
d)
The members acknowledge the destination Agent is
responsible for the protection and remittance of all freight collect charges.
Granting of credit to a Consignee is solely at the risk of the Destination
Agent, unless agreed otherwise.
e)
Members acknowledge and agree that my company
registered with Inlog is responsible for all branch offices, both
financially and ethically, whether said branch office is or is not a member of
INLOG.
f)
To be active in sales endeavors for mutual
growth.
g)
To respect other members’ existing customer bases
and confidential business data and to refrain from back- selling.
h)
To provide bona fide sales leads when possible.
i)
To be properly staffed for the highest level of
service and not engage or participate in activities that we know or should have
known that the movement, contents, or other aspects of the transaction were
illegal, by either the importing, exporting or transiting countries laws.
j)
To promptly respond to all communications (within
24 hours) and quote rates with full detail in writing in a timely manner.
k)
To share profits according to prior agreement
and/or written agency contracts or agreements with another member. For any
additional unforeseen charges, Storage, Demurrage, Fines etc. at cost along
with official invoice/receipt.
l)
To honor and reimburse any funds/disbursements
paid out on my instruction by a fellow member.
m)
To acknowledge it is my responsibility to inform
INLOG of any delinquencies and report any dispute, financial or otherwise,
involving another INLOG member.
n)
To permit the INLOG administration to participate
in dispute resolution and the dispute resolution process by providing
documented proof of facts in any such dispute.
o)
To acknowledge it is my responsibility to keep
INLOG informed promptly of any changes to my company’s name, staff, contact
details, and other information as required.