WEBSITE LINKING AGREEMENT

This Website Linking Agreement (the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF PARTY A], having registered office at [INSERT ADDRESS OF PARTY A] (hereinafter referred to as the “Party A” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF PARTY B], having registered office at [INSERT ADDRESS OF PARTY B] (hereinafter referred to as the “Party B” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Party A” and the “Party B” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. Party A owns and operates a website located at URL [INSERT PARTY A’s WEBSITE NAME].
2. Party B desires to link its own website located at URL [INSERT PARTY B’s WEBSITE NAME], to the Party A’s website for the Purpose of [INSERT PURPOSE FOR LINKING THE WEBSITE].
3. Party A has agreed to grant a license authorizing the linking of the Website by Party B in accordance with the terms and conditions of this Agreement.
4. The Party B and Party B mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Party A” refers to the owner of the Website, who grants the license to the Party B under this agreement.
   2. "Party B" refers to the party receiving the license to link its own website to the Party A’s website.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, Trademark, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT TERM OF THE AGREEMENT], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT NOTICE PERIOD TO TERMINATE THE AGREEMENT] days.
   3. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
   4. In the event of termination of this agreement, Party A reserves the right to remove the website link of Party B, without any obligation to retain or maintain it on their website.
3. LINK CONSIDERATION
   1. Both parties agree to include hyperlinks on their respective websites to the other party’s website, in accordance with the terms and conditions outlined in this agreement. The parties shall collaborate on determining the appropriate placement and format of the hyperlinks, ensuring they are prominently displayed and easily accessible to visitors.
   2. Any modifications to the hyperlinks or their placement shall be communicated promptly between the parties. Both parties acknowledge that the inclusion of hyperlinks does not constitute an endorsement or approval of the content or services provided by the other party’s website.
4. RESPONSIBILITITIES
   1. Parties must ensure that the linked website or any content related to it is accurate and up-to date and does not infringe the on any copyrights or intellectual property rights of either or any third-party.
   2. Parties must notify the other party if any changes or modifications made to the website.
   3. Parties must maintain the performance standards of the website such as website uptime and link functionality.
   4. Parties must comply with all applicable laws, regulations, and industry standards.
5. GRANT OF LICENSE
   1. Party A hereby grants to Party B, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferrable license to link the website. Party B shall not grant sub-licenses, assign or transfer this license or rights granted herein to any third-party without the prior written approval of Party B.
   2. Party A reserves the right to review the website of Party B to ensure compliance with this agreement. Any discrepancies found will be subject to immediate correction, and Party B shall bear the cost, if non-compliance is identified.
6. INTELLECTUAL PROPERTY RIGHTS
   1. In consideration of the mutual promises and undertakings set forth herein, the parties hereby covenant and agree that, throughout the term of this agreement and thereafter, they shall not directly or indirectly claim any right, title or interest whether at law or in equity or in any Intellectual Property rights of the other party, including but not limited to trademarks, copyrights, patents, trade secrets, or any other proprietary information, without the express written consent of the respective owner.
   2. This covenant extends to all forms of usage, including reproduction, modification, distribution, or any other exploitation, whether for commercial or non-commercial purposes. Furthermore, both parties agree to take all reasonable measures to protect the confidentiality and integrity of each other's IPR, and to promptly notify the other party of any unauthorized use or suspected infringement. This covenant shall survive the termination or expiration of this agreement.
7. CONFIDENTIALITY
   1. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   2. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
8. FORCE MAJEURE
   1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
9. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
      1. By direct negotiations between the Party A and Party B. 
      2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
10. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Party A: [INSERT EMAIL ID OR/AND ADDRESS OF PARTY A]
       2. If to the Party B: [INSERT EMAIL ID OR/AND ADDRESS OF PARTY B]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
11. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
12. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
13. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Party A

Name: [INSERT NAME OF THE PARTY A/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF PARTY A]

Signed, sealed and delivered on behalf of Party B

Name: [INSERT NAME OF THE PARTY B/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF PARTY B]