Campus Ambassador Agreement - Template, Sample Form Pro · IN-law

CAMPUS AMBASSADOR AGREEMENT

This Campus Ambassador Agreement ("Agreement") is made and executed at ________ on ________ ("Effective Date"),

BY AND BETWEEN

________, a Company incorporated under the Companies Act, 2013, bearing Corporate Identity Number (CIN) ________ and Permanent Account Number (PAN) ________, having its registered/principal office located at ________, ________, ________ - ________, India (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to include its successors-in-business, assigns, executors and administrators), hereinafter referred to as the ("Organization") of the FIRST PART;

AND

________, son/daughter of ________, aged ________ years, holding Govt. ID (PAN/Aadhaar) ________, residing at / having Correspondence Address: ________, ________, ________ - ________, India (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to include his/her assigns, heirs, legal representatives or executors), hereinafter referred to as the ("Ambassador") of the SECOND PART.

The Organization and the Ambassador are hereinafter individually referred to as a "Party" and collectively as the "Parties".

WHEREAS

A. The Organization is engaged in the business of: ________, and engages Ambassadors to connect with their professional interests and promote its products and services.

B. As a student at the following university/institution: ________, bearing student enrolment/registration number ________, the Ambassador shall act as the campus ambassador and promote the products and services of the Organization within the campus among students and faculty.

C. The Parties are desirous of recording the terms and conditions governing the said engagement in the manner hereinafter appearing.

NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, and intending to be legally bound, the Parties hereby agree as follows, this Agreement constituting a valid and binding contract within the meaning of the Indian Contract Act, 1872:

§ 1. DEFINITIONS AND INTERPRETATION

a. "Ambassadorship Period" means the period commencing on the Commencement Date and ending on the date set out in § 11(a), unless terminated earlier or extended in accordance with the terms hereof.

b. "Confidential Information" means all non-public information, in whatever form, disclosed by or on behalf of the Organization, including marketing strategies, promotional plans, customer and student data, business plans, and any other proprietary information.

c. "Letter of Recommendation" means a letter recommending the Ambassador to prospective organizations by assessing the Ambassador's qualities, characteristics and capabilities in performing the tasks during the Ambassadorship Period.

d. "Stipend" means a fixed sum of money payable by the Organization to the Ambassador in consideration of the benefit of the Ambassador's services.

e. In this Agreement, the singular includes the plural and vice versa; headings are for convenience only and do not affect interpretation; and references to any statute include any statutory modification or re-enactment thereof for the time being in force.

§ 2. AMBASSADOR POSITION, DUTIES AND RESPONSIBILITIES

a. The Ambassador is required to perform the following duties ("Ambassador Duties"):

________

b. The Ambassador shall promote the following specific products/services of the Organization:

________

c. The Ambassador shall have the following general responsibilities:

I. The Ambassador shall develop an in-depth knowledge of the products and/or services the Organization intends to promote.

II. The Ambassador shall build a network of students and faculty in their respective institution using online or offline strategies.

III. The methods or strategies shall be subject to this Agreement and/or any communications from the Organization from time to time.

IV. The Ambassador shall be responsible for planning and executing campaigns and campus-specific outreach programs in the institution to generate business for the Organization.

V. The Ambassador shall conduct marketing and promotional activities to spread awareness about the benefits of the products and/or services.

VI. The Ambassador shall act as the primary and single point of contact between the Organization and the students.

VII. The Ambassador shall address students' queries regarding events, products and promotions.

VIII. The Ambassador shall conduct polls and surveys to collect feedback from students and faculty, in compliance with the Digital Personal Data Protection Act, 2023.

IX. The Ambassador shall carry out their responsibilities with the utmost professionalism.

X. The Ambassador shall understand the overall concept of the Organization and provide ideas to grow and improve the business.

XI. The Ambassador shall adhere to the policies, procedures and rules governing the conduct of personnel of the Organization.

XII. The Ambassador shall adhere to the policies governing the observation of confidentiality and handling of Confidential Information.

XIII. The Ambassador shall liaise with the ________ about their patterns of work and schedule and shall be responsible for keeping their ________ and team informed about the status of their work/projects. The Ambassador shall work with their ________ to make themselves available for meetings or training as required by their role.

XIV. The Ambassador shall be expected to devote approximately ________ (________) hours per week to the Ambassador Duties.

§ 3. PERFORMANCE ASSESSMENT

a. The Ambassador shall produce proof of all activities undertaken to promote the products and services of the Organization, submitted in the form of photographs, videos, reports and such other forms as communicated by the Organization from time to time.

b. Performance shall also be assessed with reference to the increase in the Organization's business resulting from the activities undertaken by the Ambassador.

§ 4. BENEFITS

a. The Organization shall provide the Ambassador with a Letter of Recommendation upon the successful completion of the Ambassadorship Period, assessing the Ambassador's qualities, characteristics and capabilities in performing the assigned tasks.

b. The Ambassador shall receive a Certificate of Completion at the end of the Ambassadorship Period in recognition of the services rendered to the Organization.

c. The Ambassador may, at the sole discretion of the Organization, be eligible for additional incentives, rewards or recognition based on the Ambassador's performance during the Ambassadorship Period.

§ 5. RESOURCES AND FACILITIES

a. The Organization shall provide the Ambassador with adequate resources to complete the tasks assigned.

b. The devices and resources provided by the Organization shall be maintained and repaired by the Organization. If any damage is caused to such equipment due to the fault, negligence or wilful default of the Ambassador, the Ambassador shall be liable to repair or replace such devices and resources.

c. Devices and resources supplied by the Organization are to be used for business purposes only. The Ambassador shall sign an inventory of all Organization property received. Upon termination of the Ambassadorship, all Organization property shall be returned to the Organization, unless otherwise agreed in writing.

d. The Ambassador understands that all devices and resources provided by the Organization shall remain the property of the Organization at all times. The Ambassador shall protect Organization devices and resources from theft or damage and shall report any theft or damage to his or her ________ immediately.

§ 6. LOCATION

a. The Ambassador may work from such location as the Ambassador chooses, although the Organization may direct the Ambassador to work from specific locations from time to time. The Ambassador hereby agrees to travel to such parts of India and the world as may be necessary to discharge the Ambassador's duties as the Organization may direct or authorize.

§ 7. REMUNERATION

a. The Stipend for the aforesaid services to be paid by the Organization to the Ambassador shall be as follows: the Ambassador shall be paid a lump-sum amount for the completion of the Ambassadorship as envisaged under this Agreement. The total Stipend payable by the Organization to the Ambassador shall be Rs. ________ (________).

b. The lump-sum payment shall be paid in the following manner:

________

c. The payment shall be made in the following manner: Internet Banking. The bank account details are as follows:

________

d. The Ambassador may be eligible for an additional performance-linked bonus as communicated from time to time by the Organization.

e. All payments under this Agreement shall be subject to deduction of tax at source and other statutory deductions as applicable under the Income-tax Act, 1961 and other applicable laws, and the Organization shall provide the Ambassador with the requisite tax deduction certificates.

§ 8. EXPENSES

The Ambassador shall assume responsibility and pay for all reasonable expenses necessary to perform the duties under this Agreement. If the Organization agrees to pay for any expenses, such expenses shall first be approved by the Organization or its authorized person in writing.

§ 9. REPORTS

a. The Ambassador shall submit a periodic report on the status of the work to the Organization at the following intervals: Daily.

b. The Ambassador shall submit the periodic report in the following manner: ________. The report must be submitted in the format attached as Annexure - A to this Agreement.

§ 10. RELATIONSHIP

The Ambassador shall at all times remain an independent contractor, and nothing in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship between the Parties. The Ambassador shall not hold themselves out as having authority to bind the Organization.

§ 11. TERM AND TERMINATION

a. The Ambassadorship shall commence on ________ ("Commencement Date") and shall continue until ________.

b. If the Ambassador materially defaults in the performance of any of its duties and obligations hereunder, and such default cannot be substantially cured within ________ (________) business days, or such breach by its nature is incapable of being cured within such period, the Organization may, upon written notice to the Ambassador, terminate this Agreement.

c. Either Party may terminate this Agreement for cause by providing the other Party written notice if the other Party: (i) is in material breach of this Agreement and has failed to cure such breach within 7 (seven) business days after its receipt of written notice of such breach provided by the non-breaching Party; (ii) engages in any unlawful business practice related to that Party's performance under this Agreement; or (iii) files a petition for bankruptcy or insolvency, becomes insolvent, acknowledges its insolvency in any manner, or has a receiver, liquidator or resolution professional appointed under the Insolvency and Bankruptcy Code, 2016. The Parties shall be given 15 (fifteen) business days' notice prior to such termination.

d. Either Party may, in addition, terminate this Agreement without cause by providing the other Party not less than ________ (________) days' prior written notice.

e. Upon termination, the Ambassador shall immediately stop work on the assigned tasks and shall protect any property of the Organization, including Intellectual Property, in the Ambassador's possession. The Ambassador shall return all documentation, equipment or other materials provided by the Organization during the term of this Agreement, within a reasonable period and at such location as specified by the Organization.

f. The Parties agree that, once the aforesaid duration of this Agreement is over, the Agreement may be extended for such period as mutually agreed in writing.

g. The provisions relating to Confidentiality, Intellectual Property, Limitation of Liability, Indemnity and Dispute Resolution shall survive the expiry or termination of this Agreement.

§ 12. NOTICES

All communications regarding this Agreement shall be sent to the address mentioned at the beginning of this Agreement or to the email addresses provided hereunder, and shall be deemed duly served if delivered by hand, by registered post with acknowledgement due, or by electronic mail with confirmation of delivery.

Organization Email: ________

Ambassador Email: ________

§ 13. LIMITATION OF LIABILITY

Neither Party shall be liable to the other for any special, indirect, incidental, punitive or consequential damages arising from or related to this Agreement, including loss of revenue or profits or other benefits, and claims by any third party, even if the Parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation breach of contract, breach of warranty, negligence, strict liability and other torts. Nothing in this clause shall limit liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable law.

§ 14. CONFIDENTIALITY

The Ambassador will have access to Confidential Information related to the Organization's marketing strategies, promotional plans and other proprietary information. By accepting this Agreement, the Ambassador agrees to keep all such information strictly confidential and not to disclose it to any third party without the prior written consent of the Organization. This obligation of confidentiality shall remain in effect during the tenure of the Ambassador and for the following period thereafter: ________. The Ambassador further agrees not to use any Confidential Information for personal gain or to the detriment of the Organization. In the event of a breach of this clause, the Organization reserves the right to terminate this Agreement and seek any other legal remedies available, including injunctive relief.

§ 15. INTELLECTUAL PROPERTY

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§ 16. REPRESENTATIONS AND WARRANTIES

a. Both Parties represent that they are fully authorized and competent to contract under Section 11 of the Indian Contract Act, 1872 to enter into this Agreement.

b. The performance and obligations of either Party shall not violate or infringe upon the rights of any third party.

c. The Ambassador represents that he/she is duly authorized to work as an Ambassador and that the same is consistent with the rules and regulations of his/her institution.

§ 17. EXCLUSIVITY

During the term of this Agreement, the Ambassador shall not undertake to represent any other company or organization in a competing capacity without the prior written consent of the Organization.

§ 18. INDEMNITY

Each Party agrees to indemnify and hold harmless the other Party against any claims, losses, damages, liabilities, penalties, expenses and costs of any kind or amount which result from the negligence or breach of this Agreement by the indemnifying Party.

§ 19. DATA PROTECTION

The Parties shall comply with the Digital Personal Data Protection Act, 2023 and the rules made thereunder in relation to any personal data collected, processed or shared in connection with this Agreement. The Ambassador shall obtain all necessary consents prior to collecting any personal data of students or faculty and shall process such data solely for the purposes of this Agreement.

§ 20. DISPUTE RESOLUTION AND GOVERNING LAW

a. The Parties shall first endeavour to amicably settle any dispute arising out of or in relation to this Agreement through mutual discussions. Any dispute not so resolved shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, and any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be conducted by a sole Arbitrator mutually appointed by the Parties. Each Party shall bear its own costs of the arbitration and the cost of the arbitrator shall be borne equally. The seat and venue of the arbitration shall be at ________, and the language of the arbitration shall be English.

b. This Agreement shall be governed by and construed in accordance with the laws of India, and the courts at ________ shall have exclusive jurisdiction, subject to the arbitration clause above.

§ 21. SEVERABILITY

If any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of this Agreement, and the remaining provisions shall continue in full force as valid and enforceable.

§ 22. MISCELLANEOUS

a. No collective agreements (otherwise applicable to workmen under the Industrial Disputes Act, 1947 or the Industrial Relations Code, 2020) apply to this Agreement, the Ambassador being engaged as an independent contractor.

b. This Agreement sets out the entire agreement and understanding between the Parties in connection with the Ambassadorship and supersedes any previous contract or agreement between the Ambassador and the Organization.

c. The Organization may hold and process, whether electronically or manually, the data it collects in relation to the Ambassador in the course of the Ambassadorship for the purposes of the Organization's management and administration of its business and of other Ambassadors, and for compliance with applicable procedures, laws and regulations, in accordance with the Digital Personal Data Protection Act, 2023, and the Ambassador hereby consents to the same. The Organization or its agents may transfer, store and process such data, whether in India or any other place, for the above purposes, subject to applicable law.

d. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.

e. No waiver of any provision of this Agreement shall be effective unless made in writing, and no failure or delay in exercising any right shall operate as a waiver thereof.

f. The Ambassador agrees, recognizes and acknowledges that:

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II. if he/she violates any of the terms of this Agreement, the Organization may suffer irreparable injury and damages, the amount of which cannot be adequately measured in monetary terms and for which an adequate remedy at law will not exist;

III. in view of the above, the Organization shall be entitled to injunctive relief, in addition to any other remedy available at law or in equity, in the event he/she violates any of the terms or conditions of this Agreement.

§ 23. STAMP DUTY

This Agreement shall be stamped in accordance with the applicable stamp duty payable under the Indian Stamp Act, 1899 (or the relevant State Stamp Act), and the stamp duty thereon shall be borne by ________.

§ 24. COUNTERPARTS

This Agreement may be executed in two or more counterparts, including by electronic signature in accordance with the Information Technology Act, 2000, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on ________.

For and on behalf of ________ (Company)

Name of authorized representative: ________

Designation: ________

Date: _____________________________

Place: ________

__________________________________

Signature

________ (Ambassador)

Date: ______________________________

Place: ________

__________________________________

Signature

WITNESS-1

Name: ________

Address: ________

___________________________________

Signature

WITNESS-2

Name: ________

Address: ________

___________________________________

Signature

ANNEXURE - A

(Periodic Report Format)

Reporting Period: ________

Activities Undertaken: ________

Outreach/Engagement Metrics: ________

Proof/Attachments: ________

Remarks: ________