Last updated September 30, 2024

These terms are part of the Global Services Agreement. Amazon may update these terms from time to time. Save a copy of this version as needed for your internal records.

LOCAL REQUIREMENTS FOR INDIA

These Local Requirements (“LR”) incorporate and modify the Agreement solely with respect to Products and Services provided by Vendor in India to an Amazon Affiliate in India. The parties agree to be bound by the terms of the Agreement (as supplemented and amended by the terms of these LR).  These LR do not apply to Products and Services provided outside of India, or that are not provided by Vendor in India. Solely with respect to the provision of Products and Services in India, in the event of a conflict between the terms and conditions of these LR and the Agreement, the terms and conditions of these LR will control.

1.      Independent Contractors.  Vendor and Amazon are independent contractors. Vendor has exclusive control over its Personnel and over its labor and employee relations and its policies relating to wages, hours, working conditions and other employment conditions. Vendor has the exclusive right to hire, transfer, suspend, lay-off, recall, promote, discipline, discharge and adjust grievances with its Personnel. Vendor is solely responsible for all salaries and other compensation of its Personnel who provide Services and for making all deductions and withholdings from its employees’ salaries and other compensation and paying all contributions, taxes and assessments. Amazon shall not be liable to pay any amounts of any nature whatsoever to such Personnel of Vendor. Vendor shall be solely responsible for compliance with all applicable statutes in relation to its employees and Personnel, including without limitation,  the Minimum Wages Act, 1948, the Payment of Wages Act, 1936, the Employees' Provident Fund and Miscellaneous Provisions Act, 1952, the Employees State Insurance Act, 1948, the Employees Compensation Act, 1923, the Payment of Gratuity Act, 1972, the Payment of Bonus Act, 1965, the Contract Labour (Regulation and Abolition) Act, 1970, the Maternity Benefit Act, 1961, the Equal Remuneration Act, 1976, the state Labour Welfare Fund and Professional Tax Act and the applicable Shops and Commercial Establishment Act. Vendor shall maintain, and provide to Amazon for inspection upon Amazon's request, complete employee records, including without limitation, records of their personal information, qualifications and licenses.  Vendor’s Personnel are not eligible to participate in any employment benefit plans or other benefits available to Amazon employees.  Vendor has no authority to bind Amazon to any agreement or obligation. Vendor will be solely responsible for all theft, damage and/or misconduct related to its Personnel.

2.      Security Policy. Vendor shall comply with Amazon’s information security requirements (“Security Policy”) as updated from time to time and the Information Technology Act, 2000 including Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.

3.       Work Product, Proprietary Rights and Pre-Existing Work.  If Vendor delivers or is required to deliver to Amazon any Work Product in connection with the Services or Deliverables provided hereunder, then Amazon owns, or upon assignment by the creator will own, all Proprietary Rights in and to such Work Product, except Vendor’s Pre-Existing Work. The Work Product shall be considered as specially ordered and commissioned by Amazon or any of its Affiliates; and, Vendor hereby irrevocably assigns to Amazon (or to such of its Affiliates as it may designate), its successors and assignees, all exclusive, worldwide, perpetual right, title and interest in and to the Work Product, in the most extensive way possible under applicable Laws, with regard to all forms and means of exploitation, including without limitation, in whole or in part to any inventions, designs and Proprietary Rights embodied in the Work Product, in a manner, method or way known or unknown at the time of signature of the Agreement. The Vendor agrees that, notwithstanding Section 19(4) of the (Indian) Copyright Act, 1957, any assignment of the intellectual property rights by the Vendor in relation to copyright shall not lapse nor shall the rights assigned (as the case may be) revert to the Vendor, even if Amazon does not exercise the rights under this Agreement within a period of one year from the date of such assignment. The Vendor waives any right to raise, and agrees not to raise, any objection or claim before the Indian Copyright Board with respect to the assignment pursuant to Section 19A of the (Indian) Copyright Act, 1957. Assignment shall occur without requirement for any other action upon creation of the Work Product. The foregoing assignment includes a license under any current and future patents owned or licensable by Vendor to the extent necessary to combine the Work Product or any derivative works or modifications thereof with any product, service, offering, software or intellectual property of Amazon or any of its Affiliates. Vendor will execute any and all documents in connection with such assignment that Amazon may reasonably request, including, without limitation, to enable Amazon and its Affiliates to prosecute, perfect, register or record their rights in and to the Work Product. Vendor will not use any Amazon owned Work Product for any other purpose without Amazon’s advance written consent.

4.      Licenses. The Vendor agrees that, notwithstanding Section 19(4) read with Section 30A of the (Indian) Copyright Act, 1957, any license of the intellectual property rights by the Vendor in relation to copyright shall not lapse nor shall the rights licensed (as the case may be) revert to the Vendor, even if Amazon does not exercise the rights under this Agreement within a period of one year from the date of such license. The Vendor waives any right to raise, and agrees not to raise, any objection or claim before the Indian Copyright Board with respect to the license pursuant to Section 19A read with Section 30A of the (Indian) Copyright Act, 1957.

5.      Taxes. Each party will be responsible for identifying, paying and reporting to the relevant authorities all taxes and other governmental fees and charges (and any penalties, interest, and other charges) that are imposed on that party or otherwise required by the transactions governed by this Agreement. Contractor may charge and Amazon will pay applicable national, state or local sales or use taxes, value added taxes (“VAT”), or goods and services taxes (“GST”) or similar transaction taxes that Contractor is legally obligated to pay to governmental authorities (collectively, “Taxes”).  Contractor’s original invoice to Amazon must state those Taxes separately and meet the requirements for a compliant tax invoice. Contractor will submit to Amazon a valid invoice for VAT, GST and similar Taxes, and comply with all applicable tax filing and reporting requirements with respect to payments under this Agreement.  Amazon may withhold payment until Contractor provides invoices that comply with this Section.  Amazon may provide Contractor with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, Contractor will not charge or collect the Taxes covered by that certificate. Amazon may deduct or withhold any taxes that Amazon may be legally obligated to deduct or withhold from any amounts payable to Contractor under this Agreement, and payment to Contractor as reduced by those deductions or withholdings will constitute full payment and settlement to Contractor of amounts payable under this Agreement. Contractor will provide Amazon with any forms, documents, or certifications as may be required for Amazon to satisfy any information reporting or withholding tax obligations, and to establish Contractor’s compliance with applicable tax filing requirements, with respect to any payments under this Agreement.

6.      Governing Law.  This Agreement is governed by the substantive Laws of the Republic of India, excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any dispute arising under, in connection with, or incidental to this Agreement or about its interpretation, including as to its existence, validity, performance, breach or termination, will be referred to and resolved by arbitration. Arbitration will be conducted by a panel consisting of three (3) arbitrators, with one (1) nominated by each party and the third chosen by the two (2) arbitrators so nominated. The decision and award will be determined by the majority of the panel and shall be final and binding upon the parties. The arbitration will be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996 of India (“Arbitration Act”), as may be in force time to time. The parties agree to have their disputes resolved by the fast-track procedure specified in the Section 29B of the Arbitration Act. In the event of death, refusal, neglect, inability or incapability of the person so appointed to act as an Arbitrator, a party or parties who previously nominated such affected Arbitrator may appoint the new arbitrator. The arbitration proceedings will be conducted in English and the place of the arbitration will be New Delhi. The cost of the arbitration, including fees and expenses of the arbitrator, shall be shared equally by the parties, unless the award otherwise provides. The courts at New Delhi shall have the exclusive jurisdiction for all arbitral applications. The Parties agree that the existence of and information relating to any such arbitration proceedings will not be disclosed by either party.

7.      Records, Audit, Inspection.  Vendor will maintain accurate and up-to-date written records in the normal course of its business, including records about Vendor’s performance under this Agreement (including quality programs and test documentation). It will grant Amazon and its agent’s reasonable access to and copies of those records. Vendor will keep those records for at least eight financial years from the date of the events being documented. Also, Amazon or its agent may, at any reasonable time during the Term, inspect Vendor’s manufacturing facilities and processes for the Services and Deliverables, for purposes reasonably related to this Agreement.