-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY This document is a structured preparation draft only. It does not constitute legal advice and must be reviewed and finalized by a qualified commercial attorney before it is signed or acted upon by either party. -------------------------------------------------- RESELLER AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: RA-2026-001 Date of Preparation: June 1 2026 SUPPLIER: TechSolve Software Pvt Ltd Mumbai Maharashtra India Email: [supplier email] RESELLER: DataEdge Solutions Pvt Ltd Delhi India Email: [reseller email] 1. RECITALS 1.1 TechSolve Software Pvt Ltd is a software company based in Mumbai Maharashtra India that develops and supplies a cloud-based HR management SaaS platform across three product tiers. 1.2 DataEdge Solutions Pvt Ltd is an IT solutions reseller based in Delhi India with an established presence serving business customers across North India. 1.3 Both parties confirm their mutual intent to document the terms of this authorized reseller arrangement through this agreement. 2. DEFINITIONS 2.1 Supplier: TechSolve Software Pvt Ltd. 2.2 Reseller: DataEdge Solutions Pvt Ltd. 2.3 Products: The TechSolve HR management SaaS platform across all three product tiers as described in Section 4. 2.4 Territory: North India including Delhi NCR, Haryana, Punjab, and Rajasthan. 2.5 End Customer: Any business or organization that purchases a subscription to the Products through DataEdge Solutions Pvt Ltd. 2.6 Reseller Price: The supplier list price less a 40 percent reseller discount as described in Section 5. 2.7 Performance Target: The minimum annual reseller revenue of INR 24,00,000 as described in Section 9. 2.8 Effective Date: The date on which both parties sign this agreement. 3. APPOINTMENT OF RESELLER 3.1 TechSolve Software Pvt Ltd appoints DataEdge Solutions Pvt Ltd as an authorized non-exclusive reseller of the Products in the Territory on the terms of this agreement. 3.2 Non-exclusive means TechSolve Software Pvt Ltd may appoint other resellers in the Territory and may sell directly to End Customers in the Territory. 3.3 DataEdge Solutions Pvt Ltd is an independent business and not an agent, employee, or partner of TechSolve Software Pvt Ltd. 3.4 DataEdge Solutions Pvt Ltd must not actively market or sell the Products outside the Territory without prior written consent. 4. PRODUCTS AND TERRITORY 4.1 The Products are the TechSolve HR management SaaS platform across Starter, Professional, and Enterprise tiers. 4.2 The authorized Territory is North India comprising Delhi NCR, Haryana, Punjab, and Rajasthan. 4.3 Any expansion of the Territory or addition of new Products requires a written amendment signed by both parties. 5. RESELLER PRICING AND MARGIN 5.1 The Reseller Price is the current TechSolve Software list price less 40 percent per subscription tier in Indian Rupees. 5.2 TechSolve Software Pvt Ltd will give DataEdge Solutions Pvt Ltd at least 30 days written notice of any list price change. 5.3 DataEdge Solutions Pvt Ltd has the freedom to determine its own selling prices to End Customers. 5.4 Note: Any pricing guidance provided by TechSolve Software Pvt Ltd must comply with applicable Indian competition law. A qualified attorney must confirm any pricing communication before it is issued to the Reseller. 6. ORDERING AND SUPPLY 6.1 DataEdge Solutions Pvt Ltd will submit orders by email or the agreed portal specifying product tier, subscription term, End Customer name, and billing details. 6.2 Minimum monthly order value is INR 50,000. 6.3 TechSolve Software Pvt Ltd must confirm and provision each order within 3 business days and notify DataEdge Solutions Pvt Ltd immediately of any order it cannot fulfill. 7. PAYMENT TERMS 7.1 TechSolve Software Pvt Ltd will issue invoices on the first business day of each month for all orders placed in the preceding month. 7.2 Payment is due net 30 days from invoice date by NEFT bank transfer in Indian Rupees. 7.3 Overdue amounts will accrue interest at 12 percent per annum after written notice. 8. RESELLER OBLIGATIONS 8.1 DataEdge Solutions Pvt Ltd must: 1. Actively market and promote the Products to business customers in the Territory. 2. Maintain a minimum of 2 TechSolve- certified sales staff at all times. 3. Provide first-line customer support to all End Customers within the Territory. 4. Not resell or represent any competing HR management SaaS platform during the term of this agreement. 5. Comply with all applicable laws when marketing and selling the Products. 6. Submit quarterly sales reports as described in Section 10. 9. PERFORMANCE TARGETS 9.1 DataEdge Solutions Pvt Ltd must achieve minimum annual reseller revenue of INR 24,00,000 measured from the Effective Date anniversary each year. 9.2 If the annual target is not achieved, TechSolve Software Pvt Ltd may by written notice convert this appointment to a non-exclusive arrangement with reduced territory or terminate with 60 days notice. 9.3 Targets for subsequent years will be reviewed and agreed in writing by both parties 60 days before each anniversary. 9.4 Note: Minimum purchase obligations in reseller agreements may have competition law implications under the Competition Act 2002 India. A qualified attorney must confirm this before the agreement is finalized. 10. REPORTING AND RECORDS 10.1 DataEdge Solutions Pvt Ltd will provide TechSolve Software Pvt Ltd with a quarterly sales report by the 15th day following the end of each quarter covering units sold per tier, total revenue, active End Customer names, and pipeline opportunities. 10.2 TechSolve Software Pvt Ltd may audit DataEdge Solutions Pvt Ltd's sales records with 10 business days written notice. 11. INTELLECTUAL PROPERTY AND BRANDING 11.1 TechSolve Software Pvt Ltd grants DataEdge Solutions Pvt Ltd a limited, non-exclusive, non-transferable license to use TechSolve's approved trademarks, logos, and marketing materials solely for marketing and selling the Products in the Territory during the term of this agreement. 11.2 All intellectual property in the Products and brand assets remains with TechSolve Software Pvt Ltd. 11.3 DataEdge Solutions Pvt Ltd must not register any domain name, trademark, or business name incorporating TechSolve's brand without prior written consent. 12. CUSTOMER SUPPORT 12.1 DataEdge Solutions Pvt Ltd is responsible for first-line customer support for all End Customers in the Territory. 12.2 TechSolve Software Pvt Ltd will provide second-line and technical support escalation within 1 business day of a support ticket being raised by DataEdge Solutions Pvt Ltd. 12.3 DataEdge Solutions Pvt Ltd must not make warranties to End Customers that exceed TechSolve's published product warranties. 13. CONFIDENTIALITY 13.1 Both parties agree to keep all confidential information including pricing, product roadmaps, and End Customer lists strictly confidential during the term and for 2 years after termination. 14. TERM AND TERMINATION 14.1 Initial term 12 months from the Effective Date, renewing automatically for successive 12-month periods unless terminated. 14.2 Either party may terminate with 60 days written notice. 14.3 Either party may terminate for material breach with 30 days written notice and a reasonable cure period. 14.4 On termination DataEdge Solutions Pvt Ltd must immediately cease use of TechSolve brand assets, complete all orders placed before termination, and return or destroy all confidential information within 14 days. 15. GOVERNING LAW AND DISPUTES 15.1 Laws of Maharashtra India govern this agreement. 15.2 Disputes will first be addressed through direct negotiation. If unsuccessful, disputes proceed to binding arbitration in Mumbai. SIGNATURE BLOCK: Note: Both parties must have this agreement reviewed by a qualified commercial attorney before signing. Competition Act 2002 India compliance for territorial and pricing provisions, applicable IT and SaaS regulatory requirements, and data protection obligations under the Digital Personal Data Protection Act 2023 must be confirmed before trading commences. TechSolve Software Pvt Ltd (Supplier) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ DataEdge Solutions Pvt Ltd (Reseller) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ -------------------------------------------------- This Reseller Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal advice. Always have this document reviewed by a qualified commercial attorney before either party signs or acts upon it. --------------------------------------------------