Marketing Agreement



 Exhibit 10.29 
 

 
  
 May 14, 2009 
 Mr. Douglas Mellinger 
 1241 Westover Road 
 Stamford, CT 06902 
 Re: Marketing Agreement with enherent Corp. 

Dear Doug, 
 This Letter Agreement (“Agreement”) dated as of
May 14, 2009, between enherent Corp. (“ENHERENT”) and Douglas Mellinger (“Consultant”) shall set forth the terms and conditions under which ENHERENT retains Consultant to market ENHERENT’S information technology
services and products, (hereinafter “Services & Products”) directly to companies where Consultant has relationships (“Companies’) and to introduce ENHERENT into such Companies for the purpose of selling Enherent
Services & Products. 
 Retention of Consultant 
 ENHERENT hereby retains Consultant to market ENHERENT’S Services & Products to Companies where Consultant has relationships, provided (i) Consultant supplies ENHERENT with information about a Company that Consultant
reasonably believes may have a need for or interest in obtaining ENHERENT Services & Products prior to marketing such Company and (ii) ENHERENT has authorized Consultant in writing by executing the Opportunity Identification Form
attached hereto as Exhibit A to contact such Company on its behalf (“Approved Company”). 
 Consultant will introduce ENHERENT to an Approved
Company and facilitate communications and the development of business relationships between such Approved Company and ENHERENT for the purpose of bringing about the sale of ENHERENT Services & Products. If requested by ENHERENT, Consultant
further agrees to facilitate the negotiation and execution of an Agreement between ENHERENT and the applicable Approved Company requiring the Services & Products. Consultant acknowledges that ENHERENT has its own marketing and sales
capabilities and can independently identify and pursue customers requiring ENHERENT Services & Products. Accordingly, nothing shall prohibit ENHERENT from pursuing any Company not approved by ENHERENT or entitle Consultant to any fee or
other payments on account of ENHERENT Services & Products being performed for such companies that are not designated as Approved Companies for purposes of this Agreement. 
  


					
	 enherent Corp
 33 Wood Avenue South  ¡  Suite 400  ¡  Iselin, NJ 08830
 phone 732.603.3859  ¡  fax 732.603.3869  ¡  www.enherent.com
	 		 	

  


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 Invoices & Fees 

ENHERENT agrees to pay Consultant a referral fee equal to a percentage of the gross revenue received by ENHERENT from an Approved Company for services that were
performed by ENHERENT on a time and material or fixed fee basis during the term of this Agreement, provided ENHERENT’S gross profit margin is at least 25%* for such sale as follows: 
  

			
	 Time and Material
Services

	 GROSS REVENUE
	  	Referral Fee (%)
	 Up to $199,999
	  	3%
	 $200,000 and above
	  	5%

 *In the event ENHERENT’s gross profit margin for a sale is less than 25%, ENHERENT will pay, in its
discretion, a reduced Referral Fee to Consultant based upon the actual gross profit margin achieved for such sale. 
 In addition, ENHERENT agrees to pay
Consultant on a per sale basis a referral fee equal to a percentage of the gross profit generated by ENHERENT from an Approved Company for products that were sold by ENHERENT during the term of this Agreement as follows: 
  

			
	 Product

	 GROSS PROFIT
	  	Referral Fee (%)
	 Up to $99,999
	  	10%
	 $100,000 and above
	  	20%

 ENHERENT shall notify Consultant of any payments it receives from an Approved Company for ENHERENT services or
products. Consultant shall issue to ENHERENT invoices for all amounts payable to it hereunder based upon ENHERENT’s statements. Fees payable to Consultant hereunder and not in dispute are payable on the seventh (7th) day following
ENHERENT’s receipt of payment from the applicable Approved Company and receipt of Consultant’s invoice. In the event an Approved Company fails to pay ENHERENT for ENHERENT service(s) or products, ENHERENT is relieved of paying Consultant
its referral fee thereon. 
 Consultant shall not be entitled to any additional compensation or expense reimbursement for its efforts, other than those
expenses approved by ENHERENT in advance. 
  


					
	 enherent Corp
 33 Wood Avenue South  ¡  Suite 400  ¡  Iselin, NJ 08830
 phone 732.603.3859  ¡  fax 732.603.3869  ¡  www.enherent.com
	 		 	

  


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 Term and Termination 
 The term of this Agreement is for one (1) year, beginning on the Effective Date reflected above. Either party may terminate this agreement upon thirty
(30) days prior written notice to the other party. 
 Limitation on Liability 
 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR
BUSINESS), WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED TO SUCH PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY FORSEEN BY SUCH PARTY AND WHETHER IN AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT OR OTHERWISE. 

 Reserved Rights 
 ENHERENT does not convey to
Consultant any intangible legal rights or interests evidenced by or embodied in (1) any idea, design, concept, technique, invention, discovery, or improvement, regardless of patentability, including, without limitation, patents, patent
applications, trade secrets, and know-how; (2) any work of authorship, regardless of copyright ability, including, without limitation, copyrights and any moral rights recognized by law; or (3) any other similar rights, in each case on a
worldwide basis. ENHERENT reserves the right to discontinue developing or providing any of the ENHERENT Services & Products and to modify, replace or add to the ENHERENT Services & Products in its sole discretion at any time.
ENHERENT shall have the sole right to control the negotiations and discussions regarding any ENHERENT Services & Products between ENHERENT and an Approved Company and to determine the terms and conditions (including, without limitation,
amount of fees payable) therefore. ENHERENT shall have no obligation to enter into any contractual arrangement with any Approved Company. 
 Confidentiality 
 Consultant and ENHERENT shall each (i) hold the Confidential Information (as defined below) of the other in
trust and confidence and avoid the disclosure or release thereof to any other person or entity by using the same degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own Confidential Information of a similar
nature, but not less than reasonable care, and (ii) not use the Confidential Information of the other party for any purpose whatsoever except as expressly contemplated under this Agreement. Each party shall disclose the Confidential Information
of the other only to those of its employees having a need to know such 

  


					
	 enherent Corp
 33 Wood Avenue South  ¡  Suite 400  ¡  Iselin, NJ 08830
 phone 732.603.3859  ¡  fax 732.603.3869  ¡  www.enherent.com
	 		 	

  


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Confidential Information and shall take all reasonable precautions to ensure that its employees comply with the provisions of this Section. 
 The term “Confidential Information” shall mean any and all information or proprietary materials (in every form and media) not generally known in the relevant
trade or industry of Consultant, ENHERENT, their respective affiliates or third parties with which either Consultant or ENHERENT conducts or may conduct business and which has been or is hereafter disclosed or made available by either party (the
“disclosing party”) to the other (the “receiving party”) in connection with the efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology,
processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, and (iii) information relating to business plans, sales or marketing methods and customer lists or requirements. 
 The obligations of either party under this Section will not apply to information that the receiving party can demonstrate (i) was in its possession at the time of
disclosure and without restriction as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by
the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by the receiving party, (iv) is independently developed by the receiving party without
regard to the Confidential Information of the other party, or (v) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of
such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party’s cost and expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential
Information. Neither party shall issue a news release, public announcement, advertisement, or other form of publicity concerning the existence or substance of this Agreement without obtaining the prior written approval of the other party, which may
be withheld in the other party’s sole discretion. 
 Third-Party Proprietary Information 
 Neither party will disclose to the other any information that it knows or has reason to know is confidential and proprietary which is owned by a third party without the
prior authorization of any such third party. 
 Independent Contractor 
 ENHERENT and Consultant are not partners or joint venturers; neither party is the agent, representative or employee of the other party; and nothing in this Agreement will be construed to create any relationship
between them other than an independent contractor relationship. Neither party will have any responsibility or liability for the actions of the other party except as specifically provided herein. Neither party will have any right or 

  


					
	 enherent Corp
 33 Wood Avenue South  ¡  Suite 400  ¡  Iselin, NJ 08830
 phone 732.603.3859  ¡  fax 732.603.3869  ¡  www.enherent.com
	 		 	

  


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authority to bind or obligate the other party in any manner or make any representation or warranty on behalf of the other party. Consultant shall not
misrepresent or disparage ENHERENT or the ENHERENT Services & Products in any way to any prospective Company, Approved Company or any other third party. Consultant shall not during the term of this Agreement or for a period of one year
after termination thereof, for any reason whatsoever, directly or indirectly, solicit the trade or patronage of an Approved Company, with respect to any of the Services & Products, trade secrets or other matters of ENHERENT. Consultant
agrees not to offer employment during the term of this Agreement and for a period of one year thereafter to any staff member of ENHERENT nor hire or use the services of same, directly or indirectly, without the prior written consent of ENHERENT.

 Modifications, Amendments, and Waivers 
 This
Agreement may not be modified or amended, including by custom, usage of trade, or course of dealing, except by an instrument in writing signed by duly authorized officers of both of the parties hereto. Performance of any obligation required of a
party hereunder may be waived only by a written waiver signed by a duly authorized officer of the other party, which waiver shall be effective only with respect to the specific obligation described therein. The waiver by either party hereto of a
breach of any obligation of the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. 
 Severability 
 In the event that any provision hereof is found invalid or unenforceable pursuant to judicial
decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. 
 Assignment 
 Consultant may not assign or otherwise transfer any of its rights, duties or obligations under this Agreement without the prior written consent of ENHERENT. Any
attempted assignment or transfer in contravention of this paragraph will be void and of no force and effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignees.

 Governing Law; Injunctive Relief 
 This
Agreement, including the performance and enforceability hereof, will be governed by and construed in accordance with the laws of the State of New Jersey, without reference to the principles of conflicts of law. 
  


					
	 enherent Corp
 33 Wood Avenue South  ¡  Suite 400  ¡  Iselin, NJ 08830
 phone 732.603.3859  ¡  fax 732.603.3869  ¡  www.enherent.com
	 		 	

  


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 Force Majeure 
 Neither party shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including, but not limited
to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. 
 Notices 
 Unless otherwise specifically provided, all notices
required or permitted by this Agreement shall be in writing and may be delivered personally, or may be sent by facsimile or certified mail, return receipt requested, or by overnight courier (with tracking capabilities) to the following addresses,
unless the parties are subsequently notified of any change of address in accordance with this Section. 
  

			
	 If to enherent Corp:
	  	If to Consultant:
		
	 enherent Corp.
	  	Mr. Douglas Mellinger
	 33 Wood Avenue South
	  	1241 Westover Road
	 Suite 400
	  	Stamford, CT 06902
	 Iselin, New Jersey 08830
	  	
	 Attn: Pamela Fredette
	  	
	 President & CEO
	  	

 Any notice shall be deemed to have been received as follows: (1) if by personal delivery or overnight
courier, upon delivery, (2) if by certified mail, three (3) business days after delivery to the U.S. Postal authorities by the party serving notice, or (3) confirmation via email system. 
  


					
	 enherent Corp
 33 Wood Avenue South  ¡  Suite 400  ¡  Iselin, NJ 08830
 phone 732.603.3859  ¡  fax 732.603.3869  ¡  www.enherent.com
	 		 	

  


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 Entire Agreement 
 This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior and contemporaneous, oral or written
representations, communications, understandings, and agreements between the parties with respect to the subject matter hereof. The parties acknowledge and agree that neither of the parties is entering into this Agreement on the basis of any
representations or promises not expressly contained herein. 
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first
above written. 
  

									
	enherent Corp.	 		 	Consultant
					
	By:	 	/s/ Pamela Fredette	 		 	By:	 	/s/ Douglas Mellinger


									
					
	Name:	 	/s/ Pamela Fredette	 		 	Name:	 	/s/ Douglas Mellinger


									
					
	Title:	 	President & CEO	 		 	Title:	 	Consultant


									
					
	Date:	 	5/14/09	 		 	Date:	 	5/14/09

  


					
	 enherent Corp
 33 Wood Avenue South  ¡  Suite 400  ¡  Iselin, NJ 08830
 phone 732.603.3859  ¡  fax 732.603.3869  ¡  www.enherent.com
	 		 	

  


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 EXHIBIT A –
OPPORTUNITY REGISTRATION FORM 
 Following receipt of an Opportunity Registration form from Consultant,
enherent will review the same to determine whether the prospect has been qualified. enherent shall use its best effort to notify Consultant in writing within 5 business days whether an Opportunity Registration is approved. 
 enherent Opportunity Registration Form for Consultant 
 This
document is provided to Consultant for registration of opportunities as described in the Marketing Agreement between Consultant and enherent. Direct to the attention of the enherent Business Contact. 
 Company Name: ____________________________________ 
 Named Project:
_____________________________________ 
  

											
	 Current Consultant Customer
	  	 ̈	 	  		  	Current enherent Customer	  	 ̈	 
					
	 Consultant Prospect
	  	 ̈	 	  		  	enherent Prospect	  	 ̈	 

  

									
	 Submitted By:
 Consultant
	 		 	 Accepted By:
 enherent Corp.

					
	By:	 	 	 		 	By:	 	 


									
					
	Title:	 	 	 		 	Title:	 	 
					
	Date:	 	 	 		 	Date:	 	 

  


					
	 enherent Corp
 33 Wood Avenue South  ¡  Suite 400  ¡  Iselin, NJ 08830
 phone 732.603.3859  ¡  fax 732.603.3869  ¡  www.enherent.com
	 		 	

  


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 Organization Name: 
  

							
	 Name/Division
	 	Address	 	URL	 	Main Phone #
	 	 	 	 	 	 	 

 Opportunity Overview 
 Please summarize the opportunity: 
 Contacts: (e.g. Technical Evaluator, Recommender, Manager of the Business Unit whose
problem is being solved, Decision Maker) 
  

							
	 Name
	 	Role and Title	 	Email Address	 	Telephone
	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 

 Prospect Questions: 
  

	 	1.	What is the business problem(s) the customer is trying to solve? 

  


					
	 enherent Corp
 33 Wood Avenue South  ¡  Suite 400  ¡  Iselin, NJ 08830
 phone 732.603.3859  ¡  fax 732.603.3869  ¡  www.enherent.com
	 		 	

  


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	 	2.	Is this initiative budgeted? If so, what is the budget? 

  

	 	3.	What is the timeframe to implement a solution? 

  

	 	4.	What is the approval process (e.g. competitive bid (RFP and Proposal), sole source, procurement organization involvement, etc.)? 

  

	 	5.	Are other vendors currently or will be involved? If so, who? 

  

	

  

	

  


					
	 enherent Corp
 33 Wood Avenue South  ¡  Suite 400  ¡  Iselin, NJ 08830
 phone 732.603.3859  ¡  fax 732.603.3869  ¡  www.enherent.com
	 		 	

  


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