Running a business legally sound

Running a Business Legally Sound

Running a business Legally Sound -ALL THE MORE IMPORTANT FOR STARTUPS Nothing can slow down a business like the courtroom, particularly in India. It costs money, you invest effort and worst of all - it can shift your focus from growing your business to a petty matter. This is why every business must take measures to ensure minimal damage in case any relationship - between co-founders or with clients and employees - is headed the wrong way. The only way to do this is to enter into agreements as early as possible. While the needs of your business may well extend beyond the following four, these documents are essential to any new business:

✔ Founders' Agreement

Your co-founders may be your friends or family, but you can never be too sure. Disagreements can grow, over what the role of each founder is, what the vision for the business is, among much else. A Founders' Agreement will ensure that all partners are on the same page and have clarity on crucial aspects of the business.

✔ Employment Agreement:

Start-up hiring can be ridiculously informal. Two years in, the new HR resource will find that not a single early hire signed an agreement. This simply won't do. Think of all you're putting at risk every day you let an employee access your code, business plans or customer database.

✔ Non-disclosure Agreement:

If you believe your start-up truly is destined for greatness, you're making a mistake not signing an NDA before disclosing anything about it with potential tech co-founders and business partners, consultants and the like. You may feel awkward asking them to sign one, but it's part of the game. If they're professional, they won't mind one bit.

✔ Terms of Service/Privacy Policy:

Gone are the days when 'Customer is King' was just an adage. In the Internet age, you need to live up to it. After all, they can do serious damage on social media. So be nice and tell them the terms and conditions of using your website and what you do with information they provide you. Please revert in case you require any assistance for the above documents. If you don't need them now, do think of us when you do. Just send in a request and you'll have them in 2 to 4 business days at the best price in town. Founders Agreement Cheque Dishonour Case Supreme Court rules Directors not responsible for dishonoured cheque Aug 3, 2010 Corporate Law The Supreme Court ruled last week that prosecution for issuing a cheque which was dishonoured for want of credit in the bank can be initiated only against the person who issued the cheque and not against the company or directors who were not aware of it. It quashed the Madras high court order to try the company, the chairman and the managing director in the judgement, PJ Agro Tech Ltd vs Water Base Ltd. The two companies had entered into an agreement for distribution of prawn feed in Andhra Pradesh. However, it did not succeed and PJ Agro authorised the other company to collect its dues from customers who had not paid for the goods. It appointed a coordinator for the purpose. He issued a cheque to Water Base which bounced, leading to the filing of charges under the Negotiable Instruments Act. The Supreme Court explained that the coordinator might have issued the cheque for the benefit of PJ Agro, but the directors of the latter company were not responsible for the default. Amendment in Negotiable Instrument Act The President of India has promulgated the Negotiable Instruments (Amendment) Ordinance, 2015 (No.6 of 2015) on 15th June, 2015. The Ordinance provides for determination of territorial jurisdiction of courts for trying cases relating to offence of dishonour of cheques under Section 138 of the Negotiable Instruments Act, 1881 (NI Act).  The Ordinance has amended the NI Act to, interalia, stipulate the follow: • Filing of cases only in a court within whose local jurisdiction the bank branch of the payee, where the payee delivers the cheque for payment through his account, is situated, except in case of bearer cheques, which are presented to the branch of the drawee bank in that case the local court of that branch would get jurisdiction;  • Providing that where a complaint has been filed against the drawer of a cheque in the court having jurisdiction under the new scheme of jurisdiction, all subsequent complaints arising out of section 138 of the NI Act against the same drawer shall be filed before the same court, irrespective of whether those cheques were presented for payment within the territorial jurisdiction of that court; and  • Providing that if more than one prosecution is filed under section 138 of the NI Act against the same drawer of cheques before different courts, upon the said fact having been brought to the notice of the court, the court shall transfer the case to the court having jurisdiction as per the new scheme of jurisdiction. This was stated by Shri Jayant Sinha, Minister of State in Ministry of Finance in written reply to a question in the Lok Sabha today. Category : Corporate Law | Comments : 0 | Hits : 374 Post free classified ads The Court Negotiable Instruments Income tax slabs Ministry of finance Jobs Register domain names State Event Time is the Essence Of the Contract The Supreme Court observed that merely having an explicit clause may not be sufficient to make time the essence of the contract. The contractual clauses having extension procedure and imposition of liquidated damages, are good indicators that 'time was not the essence of the contract', the bench comprising CJI NV Ramana and Justice Surya Kant observed in a judgment delivered on Saturday. The court added whether time is of the essence in a contract', has to be culled out from the reading of the entire contract as well as the surrounding circumstances.. In this case, the Arbitral Tribunal (considering a dispute between Welspun Specialty Solutions Limited (formerly known as Remi Metals Gujarat Ltd.) and Oil and Natural Gas Corporation Ltd.) held that merely having a clause in the contract making time the essence of it would not be determinative; rather, an overall view having regard to all the terms of contract are to be taken into consideration. It was noted that contracts containing provision for extension of time or payment of penalty on default would dilute the obligation of timely performance and render the clauses imbuing time as essence of the contract ineffective. That generally, under construction contracts, time is not the essence. Therefore, the Arbitral Tribunal held that liquidated damages, which are pre-estimated damages, cannot be granted as there was no breach of contract due to the fact that time was not the essence. In the petition filed under Section 34 of the Arbitration and Conciliation Act, the District Court upheld this view of the Tribunal holding that time was not the essence of the contract and only the losses actually suffered could be granted. Allowing the Arbitration Appeal, the Uttarakhand High Court disagreed with this view and set aside the Arbitration award. In appeal before the Apex Court, the appellant contended that the view taken by the Arbitral Tribunal that the time was not the essence of the contract, as the contract provided for extension of time as well as for liquidated damages, was reasonable and can be sustained. The respondent ONGC contended that the reading of the contract makes it clear that the time was of the essence, which was also signified in every extension given. The court observed that the Arbitral Tribunal's reliance on the contractual conditions and conduct of parties to conclude that existence of extension clause dilutes time being the essence of the contract, was in accordance with rules of contractual interpretation. The court noted the following principles regarding the relevancy of time conditioned obligations: Subject to the nature of contract, general rule is that promisor is bound to complete the obligation by the date for completion stated in the contract. [Refer to Percy Bilton Ltd. v. Greater London Council, [1982] 1 WLR 794]  That is subject to the exception that the promisee is not entitled to liquidated damages, if by his act or omissions he has prevented the promisor from completing the work by the completion date. [Refer Holme v. Guppy, (1838) 3 M & W 387] These general principles may be amended by the express terms of the contract as stipulated in this case. Whether time is of the essence in a contract', has to be culled out from the reading of the entire contract as well as the surrounding circumstances. Merely having an explicit clause may not be sufficient to make time the essence of the contract. As the contract was spread over a long tenure, the intention of the parties to provide for extensions surely reinforces the fact that timely performance was necessary.  Referring to Section 55 of the Contract Act [ Effect of such failure when time is not essential], the bench further observed: The Arbitral Tribunal construed the aforesaid provision to interpret the term 'loss' to mean actual tangible loss provable by evidence, instead of pre-estimated loss. Such interpretation, in the facts and circumstances, could be held to be a reasonable interpretation, as the other party was not able to impugn the same by pointing to any documents or correspondence to the contrary. When a standard form of a contract is utilised, ONGC is assumed in law to have the larger bargaining power to enter into a contract, unless clear intention is shown to the contrary. In this case at hand, a reasonable interpretation against ONGC may be utilised. The court noted that, in this case, ONGC waived liquidated damages twice before giving extension with pre-estimated damages. Allowing the appeal, the bench restored the Arbitration award and observed: The Arbitral Tribunal's interpretation of contractual clauses having extension procedure and imposition of liquidated damages, are good indicators that 'time was not the essence of the contract'. The Arbitral Tribunal's view to impose damages accrued on actual loss basis could be sustained in view of the waiver of liquidated damages and absence of precise language which allows for reimposition of liquidated damages. Such imposition is in line with the 2nd para of Section 55 of the Indian Contract Act. The Arbitral Tribunal was correct in distinguishing the dictum of this Court in Saw Pipes (supra), which validated imposition of liquidated damages in a similar contract. Blue tick on WhatsApp can be treated as legal notice served By ET Online | Updated: Jun 16, 2018, 11.11 AM IST The company approached the high court with the execution application after Jadhav refused to take their calls or meet their officers. Legal notice or messages sent through WhatsApp messaging app is a valid legal evidence under law, and the blue tick over the messaging app is a valid proof that the respondent has accepted the physical copies of the communication, said Bombay High Court. The Bombay High Court, while hearing an application filed by the SBI Cards and Payments Services Pvt Ltd (the claimant) against a resident Rohit Jadhav, observed that the defaulter, who was evading the bank, had not only received the notice in a PDF file but also opened it and read its contents. "(Jadhav) was served by an authorised officer by sending a PDF and message to his mobile number as a WhatsApp message," Justice Gautam S Patel said in his order. "For the purposes of service of notice under Order XXI Rule 22 of the Code of Civil Procedure, I will accept this. I do so because the icon indicators clearly show that not only were the message and its attachment delivered to the respondent's number, but that both were opened," Justice Patel said. SBI Cards had filed a case against Jadhav, a Nalasopara (Mumbai) resident for recovery of credit card dues of Rs 1.17 lakh, but Jadhav was not accepting any notice or communication from the company or its legal representatives. After tracing Jadhav's mobile number, the company sent a notice on WhatsApp and the kept the record of the message. Jadhav had credit card dues of Rs 85,000 in 2010. In 2011, following arbitration proceedings, he was ordered to pay back the amount along with interest. When he failed to make the payment, the company approached the high court with the execution application in 2015 to enforce the award. Over the past two years, the bank had been trying to serve the notice about the litigation on Jadhav but without success as he kept shifting his rental accommodation. Law states that a notice is served in person or through registered post. Following the enactment of the I-T Act, which recognises electronic communication as evidences, courts have allowed legal notices through email.

Non-Disclosure Agreement To be entered with prospective vendors and partners to impose confidentiality 

   with prospective vendors

Non-Disclosure Agreement Number: _________

This Agreement is made and entered into on this ___day of ______200_

By and Between

BUYER  having its Registered Office at New Delhi-110019 at its Corporate Office at Plot No. 90, Sector-32, Gurgaon – 122001, Haryana ("BUYER") and M/s ____________________________, a Company incorporated under the Companies Act, 1956, having its Registered Office at ________________________, ("SERVICE PROVIDER"). Whereas SERVICE PROVIDER and BUYER wish to discuss the possibility of a business relationship or transaction or have engaged in a contract on professional services that are provided by SERVICE PROVIDER.

Whereas in the course of such discussions / contract period, SERVICE PROVIDER will gain access to information that is proprietary and confidential to BUYER.

Therefore, each party hereby agrees as of the date mentioned above:

1.    All information in written, electronic, or other physical form delivered to it by the other party is designated to be proprietary and confidential will be safeguarded in the same manner in which the receiving party safeguards its own proprietary and confidential information of like character and will not be divulged to third parties.  It is understood that, in the course of disclosing the Confidential Information, BUYER will endeavour to identify such Confidential Information to the Service Provider provided always that failure to so identify such Confidential Information shall not relieve the Service Provider of its obligations hereunder.

2.    Such information designated as proprietary and confidential shall be used by the receiving party only for the purpose of evaluating the proposed business relationship or transaction described above unless there is a specific written agreement permitting wider use. The Service Provider shall not disclose any such Confidential Information to any person other than to directors, officers or employees of the Service Provider, and only if they have clear need to know such confidential information in connection with the performance of their professional responsibilities.

3.    This Agreement shall terminate three (3) years from the date as set forth above. However, the obligation to keep the proprietary information of BUYER confidential shall survive for the period of ten(10) years from the date of termination of the Agreement.

Notwithstanding the above, in the event of material breach or default of any provisions of this Agreement by the Service Provider, BUYER is entitled to terminate the Agreement immediately by giving written notice to this effect.

4.    This agreement shall not impose any obligation upon the receiving party with respect to any portion of the received information which

(i)            is now, or which hereafter, through no act or failure to act on the part of the receiving party, becomes generally known or available;

(ii)          is known to the receiving party at the time of receiving such information;

(iii)         is subsequently developed by the receiving party independently of information received from the other party;

(iv)         is furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure.

(v)          Service Provider may disclose Confidential Information if compelled to do so by a Court or other authority of competent jurisdiction, provided however, that in such case the Service Provider shall immediately upon receiving notice that disclosure may be required, shall give written notice by facsimile and overnight mail to BUYER so that BUYER may seek a protective order or other remedy from said court or tribunal. In any event, Service Provider shall disclose only that portion of Confidential Information that, in the opinion of its legal counsel, is legally required to be disclosed and will exercise reasonable efforts to ensure that any such information so disclosed will be accorded confidential treatment by said court or tribunal through protective orders, filings under seal and other appropriate means.

5.    Upon completion of business purpose, each party agrees that upon written request from the other it will return any  proprietary and confidential written material or electronic furnished to it which has not been provided in accordance with some agreement transferring rights to such material and will state in writing that no copy of such material has been provided to others or has been retained.

6.    The parties expressly agree that the provision of information under this Non-disclosure Agreement and discussions held in connection with the business purpose shall not prevent furnishing party from pursuing similar discussions with third parties or obligate the furnishing party to continue discussions with the receiving party or to take, continue or forgo any action relating to the business purpose. Any business forecasts provided by either party to the other shall not constitute commitments.

7.    In the event of Receiving party breaches this Agreement, The furnishing Party shall have the right to temporary and permanent injunctive or other equitable relief from a court of competent jurisdiction, in addition to, and independent of, any damages which the Furnishing Party shall have incurred as a consequence of the breach.

8.    Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the parties hereto. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

9.    The Receiving Party agrees that in consideration of being provided further Confidential Information, any Confidential Information released prior to the execution of this Agreement shall be deemed to have been delivered hereunder and shall be subject  to the terms of this Agreement.

10. Nothing in this Agreement requires the Disclosing Party to disclose any Confidential Information, which will be disclosed, if at all, solely at the option of the disclosing party It is understood that neither party will be obliged to enter into any further agreement and further that nothing contained herein shall be construed as granting any right or license to use for any other purpose any of the Confidential Information or any patents, patent applications or technologies relating to it.

11. Receiving Party undertakes not to discuss, disclose or divulge to any competitor or its subsidiary or affiliate or sub contractor or any ancillary unit of or any company, firm or person which/who is likely to be a competitor or is a sub contractor or ancillary unit of BUYER any Confidential Information or commence any business using the skill and knowledge obtained under this agreement.

12. BUYER gives no warranty and makes no representation in relation to the Confidential Information their properties or their fitness for any purpose and further that the use of the Confidential Information will not infringe any patent, copyright trademark or other right.

13. The Receiving Party agrees that the disclosure of Confidential Information without the express written consent of BUYER will cause irreparable loss to BUYER, and that any breach or threatened breach of this Agreement by the Receiving Party will entitle BUYER to injunctive relief, in addition to any other legal remedies available to it, in any court of competent jurisdiction. The Receiving Party further acknowledges that any breach by it of the provisions of this Agreement could result in significant economic losses by or damages to BUYER, The Receiving Party agrees to indemnify BUYER in respect of all claims, demands, actions, causes of action, losses and damages which BUYER may suffer or incur, or which may be brought against BUYER, as a result or in any way arising out of any breach by the Receiving Party of the provisions of this Agreement.

14. Nothing in this Confidentiality Agreement shall be regarded as implying any sort of agency, partnership, joint venture or common liability between the Receiving Party and BUYER.

15. No modification, amendment or waiver of any provision of the terms of this Agreement shall be effective unless it is made in writing and duly signed by each of the parties hereto.

16. This Agreement is regulated by the laws of India. The courts in New Delhi shall have the jurisdiction to decide the dispute_and the language shall be English

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written.

---------------- Director – Research Information		Name: Designation:
BUYER . 77-B, Sector – 18 Udyog Vihar Industrial Area Gurgaon – 1220015, Haryana.		M/s ______________________ Address:

Mutual confidentiality agreement (MCA) or Non-disclosure Agreement (NDA)

 THIS AGREEMENT (the agreement) is dated 01^st June 2015 and is entered into between

XYZ Ltd, a company incorporated under Indian Companies Act 1956, whose registered office is at  , represented by                                    duly authorized for the purposes hereof,Hereinafter referred to as XYZ,

and:

New Tech Private Limited, a company incorporated under Indian Companies Act 1956, whose registered office is at Jubilee Hills, Hyderabad - 500033, represented by ABC, Director duly authorized for the purposes hereof,Here in after referred to as New Tech                  

BACKGROUND:

XYZ was conceived by highly qualified engineers aimed at providing multifarious optimized solutions to ensure high reliability and cost-effectiveness in solar power plants design and installation.  With a highly qualified team and a strong R&D focus, we are continuously improving our technical capabilities to be at the forefront of developments in the Indian solar energy field. 

Each Party wishes to disclose to the other Party Confidential Information in relation to the Purpose.  Each Party wishes to ensure that the other Party maintains the confidentiality of its Confidential Information. In consideration of the benefits to the Parties of the disclosure of the Confidential Information, the Parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information.

AGREED TERMS

1)      Definitions and interpretation

a)      The following definitions and rules of interpretation in this clause apply in this agreement:

Business Day	a day (other than a Saturday, Sunday or public holiday) when banks in India are open for business.
Confidential Information	all information (however recorded, preserved or disclosed) that is disclosed by a Party or its Representatives to the other Party or to members of the other Party’s Group and their respective Representatives including but not limited to: a)         the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; b)        the existence and terms of this agreement; c)        any information relating to: (i)    the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party or of the Disclosing Party's Group; and (ii)   the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party or of the Disclosing Party's Group; d)      any information or analysis derived from Confidential Information; but Confidential Information does not include any information that: A.     is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this agreement or of any other undertaking of confidentiality addressed to the Party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or B.   was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or C.     was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Recipient; or D.     was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or E.     the Parties agree in writing is not confidential or may be disclosed; or F.      is developed by or for the Recipient independently of the information disclosed by the Disclosing Party;
Control	In relation to an undertaking means the ability: a)   to nominate or remove a majority of the members of that undertaking’s governing body or bodies and/or b)    to decide the actions taken by that undertaking; and/or c)     to exercise a determining influence over those nominations, removals or actions (in each case either directly or indirectly, for example via another undertaking), whether by way of a majority shareholding or other direct or indirect ownership interest in the undertaking, by the exercise of voting rights of any kind, by the exercise of contractual rights or otherwise. The terms Controlled and Controlling shall be construed accordingly.
Disclosing Party	a Party to this agreement which discloses or makes available directly or indirectly Confidential Information.
Group	in relation to an undertaking, means that undertaking, and each and every undertaking Controlled by that undertaking, Controlling the undertaking or under common Control with that undertaking from time to time (in each case such Control being exercised either directly or indirectly, for example via another undertaking).
Purpose	Means evaluate or engage in discussions concerning the business opportunity and / or to effectuate potential transactions between the parties.
Recipient	a Party or its Representative to this agreement which receives or obtains directly or indirectly Confidential Information.
Representative	in relation to a person means its employees, officers, contractors, agents advisors and other representatives.

b)      Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

c)      A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors and permitted assigns.

d)     A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it.

e)      Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

2)      Obligations of confidentiality

a)      The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall, and shall procure that its Representatives shall:

i)        not use or exploit the Confidential Information in any way except for the said Purpose;

ii)      not use confidential information without Disclosing Party’s written consent to develop its own business or to compete with Disclosing Party, nor shall Recipient reverse engineer, disassemble or decompile any prototypes, or any other tangible objects that embody Disclosing Party’s confidential information.

iii)    Not directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass or obviate disclosing party’s interest, or the interest or relationship between disclosing party and its technology providers, manufacturers, to change, increase or avoid directly or indirectly

a)      Payment of established or to be established fees or commissions

b)      Continuance of pre-established relationships or

c)      to obtain rights or access to technologies directly. In the event that one or several of the technology providers, manufacturers does not renew any existing rights or similar contracts or ceases its relationship with disclosing party, recipient cannot directly contact the technology provider, manufacturer for the current project under discussion from the rights lapsing or relationship being terminated without the expressed written permission of disclosing party.

           

iv)    not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement or by any other written agreement between parties.

v)      not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);

vi)    apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use;

vii)  apply any other security measure as agreed by either parties, provided the existing security measure seems inadequate for protection.

b)      The Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives and the members of the Recipient’s Group and their respective Representatives to the extent that they have a need to know this Confidential Information for the Purpose, provided that:

i)        it informs these persons of the confidential nature of the Confidential Information before disclosure and obtains from those persons enforceable undertakings to keep the Confidential Information confidential in terms at least as extensive and binding upon those persons as the terms of this agreement are upon the Parties; and

ii)      at all times, it is responsible for those persons’ compliance with the obligations set out in this agreement.

c)      A Party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 2)c), it takes into account the reasonable requests of the other Party in relation to the content of this disclosure.

d)     No Party shall make, or permit any person to make, any public announcement concerning this agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.

3)      Return of information

a)      At the request of the Disclosing Party, the Recipient shall:

i)        destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information;

ii)      erase all the Disclosing Party's Confidential Information from its computer systems on which is stored in electronic form (to the extent possible); and

iii)    certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this agreement. The provisions of this clause 3 shall continue to apply to any such documents and materials retained by the Recipient, subject to clause 6)a).

b)      If the Recipient develops or uses a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party's Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information reasonably necessary to establish that the Disclosing Party's Confidential Information has not been used or disclosed.

4)      Reservation of rights and acknowledgement

a)      All Confidential Information shall remain the property of the Disclosing Party. Each Party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a Party's Confidential Information are granted to the other Party and no obligations are imposed on the Disclosing Party other than those expressly stated in this agreement.

b)      Except as expressly stated in this agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information.

c)      The disclosure of Confidential Information by the Disclosing Party shall not form any offer by, or representation or warranty on the part of, the Disclosing Party to enter into any further agreement in relation to the Purpose, or the development, purchase or supply of any product or service to which the Confidential Information relates.

d)     The Recipient acknowledges that damages alone may not be an adequate remedy for the breach of any of the provisions of this agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to apply for interim measures, orders or relief concerning any threatened or actual breach of any of the provisions of this agreement.

e)      To the extent that they constitute a breach of this agreement, the Recipient shall be liable to the Disclosing Party for the actions or omissions of the Recipient, of the members of the Recipient’s Group and of their respective Representatives in relation to this agreement, as if they were the actions or omissions of the Recipient. Nothing in this agreement shall constitute any guarantee or other undertaking to perform any obligation or pay any sum under another agreement.

5)      Warranty

Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose.

6)      Term and termination

a)      If either Party decides not to become, or continue to be involved in the Purpose with the other Party it shall notify the other Party in writing immediately. The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to the Purpose, continue for a period of one (1) year from the termination of this agreement.

b)      Termination of this agreement shall not affect any accrued rights or remedies to which either Party is entitled.

7)      Entire agreement and variation

a)      This agreement constitutes the whole agreement between the Parties and supersedes all previous agreements between the Parties relating to its subject matter. Each Party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation. Provided however that such fraud or fraudulent misrepresentation is proven in a first judicial order then the liability shall not exceed an amount of Rs 10,00,000/- (Rs Ten lakh only) per MWp.

b)      No variation of this agreement shall be effective unless it is in writing and signed by each of the Parties (or their authorised representatives).

8)      No waiver

a)      Failure to exercise, or any delay in exercising, any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.

b)      No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy.

9)      Assignment

Except as otherwise provided in this agreement, no Party may assign, sub-contract or deal in any way with, any of its rights or obligations under this agreement or any document referred to in it.

10)  Notices

a)      Any notice required to be given under this agreement, shall be in writing and shall be delivered personally, or sent by recorded delivery with acknowledgement of receipt or by commercial courier, to each Party required to receive the notice at its address as set out below:

i)     XYZ ltd : To XYZ , Director, at ----,  Hyderabad - 500 0

ii)    New Tech: To ABC, Jubilee Hills, Hyderabad - 500033 or as otherwise specified by the relevant Party by notice in writing to each other Party.

b)      Any notice shall be deemed to have been duly received:

i)        if delivered personally, when left at the address and for the contact referred to in this clause; or ii)      if sent by recorded delivery, at 9.00 am on the third Business Day after posting; or iii)    if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.

c)      A notice required to be given under this agreement shall not be validly given if sent by e-mail.

11)  No FURTHER COMMITMENT

Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.

12)  Third party rights

A person who is not a party to this agreement shall not have any rights under or in connection with it.

13)  Governing law and jurisdiction

a)      This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of India.

b)      To the extent that the Parties cannot resolve them amicably they irrevocably agree that any dispute or claim involving, arising out of, in connection with, or relating to this agreement including any question regarding its existence, breach, termination or invalidity hereof (“Dispute”) shall be referred at the request in writing (“Notice of Arbitration”) of any Party to binding arbitration by a panel of 3 (three) arbitrators (the “Arbitration Board”) and finally resolved by arbitration in Hyderabad in accordance with the Arbitration and Conciliation Act, 1996 INDIA. Within twenty one (21) days after the Notice of Arbitration has been served, each Party shall each appoint 1 (one) arbitrator. The 2 (two) arbitrators so appointed shall appoint a third arbitrator within 14 (fourteen) days of the appointment of the last of the two arbitrators. If one or more arbitrators fail to be appointed in accordance with this procedure, the Court shall appoint the arbitrator(s) in question. All arbitration proceedings shall be conducted in English language. The arbitrators shall decide any such dispute or claim strictly in accordance with the governing law specified in clause a) above. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

c)      Any award made by the arbitration tribunal shall be final and binding on each of the Parties to the arbitration.

d)     Subject to the award of the arbitration tribunal, neither the existence of any Dispute nor the fact that any arbitration is pending hereunder shall relieve any of the Parties of their obligations under this agreement. Subject to any award of the arbitration tribunal, the pendency of a Dispute in any arbitration proceeding shall not affect the performance of the obligations under this agreement.

This agreement has been entered into on the date stated at the beginning of it.

For New Tech Pvt Ltd ABC Director

For XYZ ltd XYZ Director

Appendix: All the below mentioned items are referred to as “Confidential Information”

Strategic plans and alliances	Drawings, designs and blueprints
The Identity of one or more business partners	Specifications
Descriptions of business operations, billing and receivable operations	Equipment
Marketing Strategies	Tests or results therefrom
Product Development methodologies and strategies	Manuals
Business plans and strategies	Reports and Analyses
Policies	Research & Development Data
Procedures, Whether operational, employee, marketing, testing or otherwise	Material
Methods	Costs
Products yet to be released to the public	Financial Performance figures or Projections
Client or customer lists	Credit Information
Engineering data	Procurement and sales activities and procedures
Inventory Systems	The nature and content of client contracts and records
Lists or identities of suppliers	Mailing lists
Distribution networks	Trade secrets or formulas
Software or source code	Know-how
Process descriptions or block diagrams	Ideas, Discoveries and inventions
Technical systems	Algorithms
Manufacturing data	Patent applications

CONSULTING AGREEMENT

            This Consulting Agreement ("Agreement"), made and entered into this [day] of [month], 20__, by and between [name of business] (the "Company"), and [name of consultant/name of consulting business] (the "Consultant"),

WITNESSETH

            WHEREAS, the Company wishes to receive consulting services from Consultant from time to time and Consultant is willing to provide such consulting services, and Company and Consultant wish to enter into this Agreement to set forth the terms and conditions on which services will be provided.

            NOW, THEREFORE, the Company and Consultant hereby mutually covenant and agree as follows:

            1. Engagement of Consultant.   Consultant is hereby retained by the Company, and Consultant hereby accepts such retainment, as a general advisor and consultant to the Company for the compensation and on the terms and conditions hereinafter expressed. Consultant shall perform such consulting duties as are reasonably assigned to him by the Company in regard to the business of the Company and its Subsidiaries ("Services"). Services will include Consultant's advice, counsel and assistance to be furnished at the reasonable request of the Company from time to time in connection with (i) maintaining contract volume on existing contracts with customers, (ii) making introductions with new potential customers and maintaining relations with ongoing customers, (iii) making introductions with, and maintaining relations with, key local and state persons having any relationship to the Company and its operations, and (iv) other general matters related to the conduct of the Company's business. The Services shall also include: (i) finding and evaluating potential business acquisitions, (ii) evaluation of the Company's internal research and development organizations and programs, (iii) recommendations as to new areas of technology in which the Company may engage, and (iv) general advisor in the field of Consultant's expertise. Services to be performed by Consultant hereunder shall, however, be subject to the following limitations: (i) in the event that Consultant has not received at least fourteen days' prior notice of the date upon which Services will be required hereunder, Services to be performed by Consultant shall not require more than [number]% of Consultant's time, and (ii) in the event that Consultant has received at least fourteen days' prior notice of the date upon which Services will be required hereunder, Services to be performed by Consultant may require up to [number]% of Consultant's time.

            2. Consultant's Duties.   Consultant will make himself available for general consultation at all reasonable times by telephone or correspondence, and will be available at the Company's premises for up to  days per month on mutually-agreed dates. The Company agrees to give Consultant reasonable notice of what Services it desires and when it desires them to be performed. In that connection, the Company and Consultant agree to cooperate in resolving any scheduling problems that may arise with respect to Consultant being available at the times requested.

            3. Compensation for Services.   The Company agrees to pay to Consultant the following fees (collectively, the "Fee"):

            (a) On the last day of each month falling within the Term, [$amount], and

            (b) for each hour (including fractions thereof) of services rendered in excess of  hours during such month the sum of $ per hour (prorated for fractional hours). The amounts payable under this Subsection shall be payable on or before the tenth day after receipt by the Company of a statement from Consultant setting forth the amounts then owing. The parties understand that billing will not be more frequent than once a month.

            In addition to the Fee, the Company shall reimburse Consultant for all valid out-of-pocket expenses approved by the Company, which shall be reimbursed to Consultant.

            4. Term.   The term of this Agreement (the "Term") shall begin on the date of this Agreement and expire on [date], 20__; provided that it may be extended by mutual agreement in writing for additional one-year terms and may be terminated during the Term as provided in Section 6 hereof.

            5. Duties of Consultant Relating to Consulting Services.   Consultant shall at all times be acting and performing hereunder as an independent contractor. In connection with the performance by Consultant of Services, the Company shall not have or exercise any control or direction over the Services performed by Consultant, and will not in any way supervise or control his activities. Consultant shall perform all of the Services herein provided for relying on his own experience, knowledge, judgment and techniques. Consultant shall not, in the performance of his duties, be managed or advised concerning the same by the Company. Consultant will not be acting as the employee, agent, partner, servant or representative of the Company, and Consultant will not have any authority to bind the Company or any subsidiary of the Company in any manner.

            6. Termination of Agreement.   Notwithstanding that the Term shall not have been completed, the Company may terminate this Agreement (a) upon the death of Consultant, (b) if Consultant should be incapacitated by illness or any other matter from performing his duties hereunder for a continuous period of sixty days, or (c) for cause by delivery by the Company to Consultant of notice specifying such cause. If this Agreement is terminated, the Company shall only be obligated to make payments of Fee due on a pro rata basis to the date of termination.

            7. Confidential Information.   Consultant agrees that, during the Term and at all times after the termination of this Agreement for whatever reason, he will treat as confidential and maintain in confidence all information relating to the business of the Company, including without limitation the identity of the customers and suppliers of the Company, the Company's arrangements with such suppliers and customers, and technical data relating to the Company's products and services. In addition, Consultant agrees that, without the prior written approval of the Company, he will not disclose any such information at any time to any person, corporation, association or other entity except authorized personnel of the Company or a subsidiary of the Company. Upon the termination of this Agreement for any reason, Consultant will not take or retain from the premises of the Company or any subsidiary of the Company any records, files or other documents, or copies thereof, relating in any way to the business operations of the Company or any subsidiary of the Company. It is expressly agreed that the remedy at law for breach of the agreements set forth in this Section  is inadequate and that the Company shall, in addition to any other available remedies (including, without limitation, the right of offset), be entitled to injunctive relief to prevent the breach or threatened breach thereof.

            8. Inventions and Patents.   Consultant agrees that:

            (a) He will disclose to the Company promptly and fully any and all inventions, improvements, discoveries, techniques and processes (herein referred to collectively as "Inventions"), whether patentable or not, conceived, discovered or invented during the Term or within  months thereafter, whether conceived, discovered or invented solely by Consultant or jointly with others and whether conceived, discovered or invented during regular working hours or on the premises of the Company or otherwise, or resulting from or suggested by any work which Consultant may do for the Company. Such Inventions shall be and remain the sole and exclusive property of the Company and Consultant shall not be entitled to any payment therefor.

            (b) Consultant will keep and maintain adequate and current written records of all such Inventions at all stages of development thereof, in the form of notes, sketches, drawings and reports relating thereto, which records shall be and remain the property of and be available to the Company at all times.

            (c) Consultant will, upon request, promptly make, execute and deliver to the Company any and all assignments in writing which may be deemed by the Company proper, necessary or desirable to transfer to the Company or any subsidiary of the Company the entire right, title and interest, domestic and/or foreign, in and to any and all of the Inventions and in and to any and all applications for Letters Patent which may be filed therefor, and in and to all Letters Patent which may issue on such applications.

            (d) Without limiting the generality of the foregoing, Consultant will make, execute and deliver all documents, instruments and papers requested by the Company for use in applying for, obtaining and maintaining such patents for the Inventions as the Company may desire to obtain, and make all rightful oaths, and testify in all legal proceedings, involving such patents and the Inventions.

            9. Assignability.   The Company shall have the right to assign this Agreement to any subsidiary of the Company and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against said assigns. The rights, benefits and obligations of Consultant under this Agreement are personal to him, and no such rights, benefits or obligations shall be subject to voluntary or involuntary alienation, assignment or transfer.

            10. Governing Law; Consent to Jurisdiction.   This Agreement shall be deemed to have been made under, and shall be construed and interpreted in accordance with, the laws of the State of [state], excluding any conflicts-of-law rule or law which might refer such construction and interpretation to the laws of another state, republic or country. The parties hereby submit to the jurisdiction of the state and federal courts in , [state] and waive any right to which they might be entitled to submit any dispute hereunder to the courts of another state, republic or country.

            11. Modifications; Waiver.   This Agreement shall not be amended or modified except by written instrument executed by the Company and Consultant. The failure of the Company or Consultant to insist upon strict performance of any provision hereof shall not constitute a waiver of, or estoppel against asserting, the right to require such performance in the future, nor shall a waiver or estoppel in any one instance constitute a waiver or estoppel with respect to a later breach of a similar nature or otherwise.

            12. Remedies.   The remedies accorded to the parties by this Agreement are in addition to, and not in lieu of, all other remedies to which the parties may be entitled at law or in equity.

            13. Inconsistent Obligations.   Consultant represents and warrants that, at the date of this Agreement, he has no obligations that are inconsistent with those of this Agreement.

            14. Sole Agreement.   All prior negotiations and agreements between the parties hereto relating to the transactions, employment and services contemplated hereby are superseded by this Agreement, and there are no representations, warranties, understandings or agreements with respect to such transactions, employment or services other than those expressly set forth herein.

            15. Severability.   If any of the terms or conditions of this Agreement are held by any court of competent jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not render unenforceable or invalid the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be unenforceable or invalid, the rights and obligations of the parties shall be construed and enforced accordingly, and this Agreement shall thereupon remain in frill force and effect.

            IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day and year first above written.

                                                                       

Consultant

By:                                                                 

Company's Duly Authorized Representative

SAMPLE EMPLOYMENT AGREEMENT

This AGREEMENT, entered into this ___ day of  [Month], 20__, between [Business], a [state of incorporation] (the "Company"), and [name of employee] (the "Employee"),

WITNESSETH THAT:

WHEREAS, the parties hereto desire to enter into this Agreement to define and set forth the terms and conditions of the employment of the Employee by the Company;

                NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Company and the Employee as follows:

1. Position; Employment Period 

The Company hereby employs the Employee as its [position], and the Employee hereby agrees to serve in such capacity, for the period beginning [start date], 20__, and ending on the date on which the Employee's employment is terminated in accordance with paragraph 8 below (the "Employment Period").

2. Performance of Duties 

The Employee agrees that during the Employment Period he shall devote his full business time to the business affairs of the Company and shall perform his duties faithfully and efficiently subject to the direction of the [President] of the Company; provided that the foregoing shall not limit or prevent the Employee from serving on the board of directors of charitable organizations or other business corporations not in competition with the Company. The Employee shall not be assigned duties and responsibilities that are not generally within the scope and character associated or required of other employees of similar rank and position.

3. Compensation 

(a) Subject to the following provisions of this Agreement, during the Employment Period the Employee shall be compensated for his services as follows:

(b) He shall receive an annual salary, payable in monthly or more frequent installments, in an amount which shall initially be [$ amount] per annum, subject to such increases as may from time to time be determined by the [President] of the Company.

[specify pension and other non-salary benefits.]

(c) He shall be entitled to vacations of not less than [amount] per year.

(d) He shall be entitled to such other perquisites as may be customarily granted by the Company to employees of similar rank and position.

4. Disability 

Subject to the provisions of paragraph 8, if the Employee's employment is terminated during the Employment Period by reason of his Disability (as defined below), the Employee shall continue to receive an annual salary and benefits in accordance with paragraphs 3(a) and 3(b) through the end of the [number] full calendar month of such disability but not in any event beyond the end of the Employment Period. For purposes of this Agreement the term "Disability" means a physical or mental disability which renders the Employee incapable of performing his duties under this Agreement and which disability has existed for at least [number] months, as determined by an independent physician selected by the Company and agreed to by the Employee. Any salary payments to the Employee shall be reduced by the amount of any benefits paid for the same period of time under the Company's disability insurance programs.

5. Competing Businesses  

During the period of his employment under this Agreement, the Employee shall not be employed by or otherwise engage in or be interested in any business in competition with the Company, or with any of its subsidiaries or affiliates, except that the Employee's investment in any such business shall not be considered a violation of this paragraph if either (a) the Employee owns less than [number]% of the equity thereof, or (b) such business is not in competition with the Company.

6. Confidentiality  

During and after the Employment Period, the Employee will not divulge or appropriate to his own use or to the use of others, in competition with the Company, any secret or confidential information or knowledge pertaining to the business of the Company, or of any of its subsidiaries, obtained by him in any way while he was employed by the Company or by any of its subsidiaries.

7. Remedies 

If at any time the Employee violates to a material extent any of the covenants or agreements set forth in paragraphs 5 and 6, the Company shall have the right to terminate all of its obligations to make further payments under this Agreement. The Employee acknowledges that the Company would be irreparably injured by a violation of paragraph 5 or 6 and agrees that the Company shall be entitled to an injunction restraining the Employee from any actual or threatened breach of paragraph 5 or 6 or to any other appropriate equitable remedy without any bond or other security being required.

8. Amendment and Termination    This Agreement may be amended or cancelled by mutual agreement of the parties without the consent of any other person and, so long as the Employee lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof The Employment Period shall terminate as of the earliest of:

(a) [date];

(b) the last day of the month in which the date of the Employee's death occurs; or

the date on which the Company gives notice to the Employee if such termination is for Cause or Disability.

                (c) For purposes of this Agreement, "Cause" means the Employee's gross misconduct resulting in material damage to the Company or willful and material breach of this Agreement.

9. Notices 

Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered mail to the Company at its principal executive offices or to the Employee at the last address filed by him in writing with the Company, as the case may be.

10. Non-Assignment 

The interests of the Employee under this Agreement are not subject to the claims of his creditors and may not be voluntarily or involuntarily assigned, alienated or encumbered.

11. Successors 

This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company's assets and business.

12. Applicable Law 

The provisions of this Agreement shall be construed in accordance with the laws of the State of Illinois.

13. Counterparts 

The Agreement may be executed in two or more counterparts, any one of which shall be deemed the original without reference to the others.

IN WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

                                                                                                               

 [Employee Name]

[name of business] Inc.

By:                                                                                                        

Its: Duly Authorized Representative

Offer Letter format

REF.NO:AMR/HR/APPT/2011-12

Date: 30^th July 2011.

To

------

Dear T.Venu Gopal,

Subject:  Offer of Appointment as “Senior Accountants Officer”

Please accept our hearty compliments on your selection as “Senior Accountant”

You may please refer to the discussions you had with us and we are pleased to offer you the position of “Senior Accountants Officer”. Your place of posting will be at our site Khargone and report to         Sr. Vice President –Energy or any other assigned person.

You shall join us on or before 2^nd, August 2011.

Terms & Conditions of appointment:

1)     Remuneration & Other Benefits:

a)    You will be paid CTC of Rs.29000/- (Rupees Twenty Nine Thousand Only) per month worked

       Out as cost to the company.

 b)    The Company may periodically, modify any remuneration, benefit, facility or perquisite that been   extended to you. You will follow the Company’s rules and regulations currently in   force and any future amendments.

c)    Your next compensation review will be as per the Compensation policy and performance         Review Process.

d)    You will be entitled to leave and other benefits as per the policy framed by the Company   from time to time, as applicable.

2) Probation period:

a)    You will be on probation for a period of 6 months. Your performance would be reviewed   after completion of the probation for confirmation. In case your performance is not mention the expectation of the role, we may have to extend the probation period further.

b)    Your services will be governed by the rules and regulations of the company.

3) Duties & Responsibilities:

a)     You will efficiently discharge your duties, entrusted to you from time to time,

b)     The company may send you on deputation lend or transfer your services to any of its Departments, Affiants, Subsidiaries or Associate Companies or in future. Upon such transfer, you will be governed by the rules and regulations as applicable to the place of work.

c)     During the employment in our company, we expect you not to carry on any business off your own or engage yourself in any other business/service. You shall not at any time during the service period or thereafter disclosed to anyone any information, know-how, Knowledge, shall liable to immediate termination of the services and the company may take any other action suitable for branch of the contract.

4) Resignation/Termination of Services:

a)   Company shall be at liberty to terminate the contract forthwith without any notice or compensation, if you are found guilty off any act or any breach of duty, either by way of commission or commission, which is prejudicial to the Organization or in case of absence from duty for a continuous period of 10 days without intimation/ permission.

b)    During the period of your probation, you are required to serve notice for a moth or pay us a

Month’s salary in lieu of such notice period for separation. Upon completion of      probation/confirmation, the notice period for separation on either side will be one months. When either side offer the payment in lieu of notice, the notice pay shall mean the basic Salary only and does not include any other allowances.

c)     Your continuance in employment is always subject to you are being physically and mentally fit.

5) Confidentiality and Non-disclosure:

a)      Proprietary and Customer Information:  Over the course of Employer’s relationship with Employee: Employee has and/or will have access to and exposed to important information, data, and trade secrets and has and/or will  become familiar with Employer’s “Proprietary Information”, and technicalities of agreements and contracts,financial,business and marketing models and plans.

b) Non-disclosure: Employee agrees not to use or cause to be used for his/her own benefit or for the benefit of any third parties or to disclose to any third party in any manner, directly or indirectly, and Proprietary information, Customer’s Confidential information, trade secrets or any other knowledge or information, except that which is public knowledge, of/or relating to the business of Employer or its customers at any time during or after Employee’s term of employment with Employer, without the express prior written consent of Employer.

All information regarding your remuneration and terms of employment is confidential and you shall not divulge the content to any company employee except to your appropriate superior authorities.

c) Return of Employer Materials : Employee agrees to return to Employer before the termination of Employee’s employment with Employer, any and all written information, documents, materials, floppy disks, CD’s, data files or other media containing  computer programs or data and all other property and equipment which constitutes, contains or relates in any way to Proprietary information, Customer’s Confidential Information or trade secrets of Employer or its customers , and any other written information, documents, materials, disks or other media containing computer programs or data and all other property and equipment of any kind relating in any way business of Employer or its customers, which are or may be in the possession, custody or control of Employee and which are or may be the  property of Employer  or its customer, whether confidential or not, including any and all copies thereof which may have been made by or for Employee.

d) Business Information : Employee agrees that during the term of employment with Employer and thereafter and except  as may be required in the performance of Employee’s duties with Employer, Employee will not utilize for Employee’s own benefit or  that of any third party and will not use or disclose to any third party Employee’s knowledge of or any information concerning to the internal organization or business structure of Employer  or its customers, or the work assignments or capabilities of any office and/or  employee of Employer without the express prior written consent of Employer.

e) Restrictive Covenant: Employee acknowledges that his/her services to be rendered to Employer are of a special nature and character as “Confidential: which has a unique value to Employer, the loss of which cannot adequately be compensated by damages in an action at law. In view of (i) the unique value to Employer of the services of Employee, (ii) the Proprietary Information, and project Management Information to be obtained by or disclosed to Employee by Employer, and as a material inducement to Employer to employ Employee, Employee covenants and agrees to the provisions set forth in his/her Paragraph.

6) Pre-employment check;

    This offer letter is subject to undergoing medical check-up at our designated diagnostic Centre. It is suggested that you may undergo the same before reporting at our office.

7) Verification Report:

On the day of your joining please fill in the required forms and submit copies of these documents, along with originals for verification.

a.       Duly filled company bio-data, if not submitted earlier.

b.      Relieving letter from previous employer

c.       Two passport size Photographs

d.      Photocopies of relevant educational qualifications and originals for verification

e.      Family member’s details and two photographs of each member for Mediclaim Insurance

f.        Proof of last drawn salary

8) Retirement Age:

You shall retire upon completion of 60 years of age.

Any dispute arising out of this appointment will be subject to the jurisdiction of Hyderabad only

We wish you a challenging and rewarding career!!!

Yours truly,

For ……

Authorized Signatory

I accept the above offer and terms of employment

(Signature of the Candidate)

LABOUR CONTRACT - AGREEMENT

This Contract of Agreement is made and entered on this 1^st day of July 2006 Between M/s B. SEENAIAH & COMPANY (PROJECTS) LIMITED having their office situated at 6-2-913 / 914, Vth Floor, Progressive Towers, Khairtabad, Hyderabad – 500 004. (hereinafter referred to as “THE COMPANY”)  of the First part and Mr G. Mallesh S/o G. Krishnaiah resident of Kothakota (Mandal), Kothakota, Mahaboobnagar District A.P. (hereinafter referred to as “THE CONTRACTOR”) of the second part.

WHEREAS the Company is in the business of Construction and is on the look out for a suitable contractor who can supply un-skilled  labour for their various sites.

WHEREAS  the Company is desirous of availing contract of labour  supplying service of  G. Mallesh from time to time for the site work.

AND WHEREAS  G. Mallesh (The Contractor) has expressed his willingness to render the services through his own labour  to  B. Seenaiah & Company (Projects) Limited as per the requirements from time to time and in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants contained hereinafter, it is agreed by and between the parties hereto as follows:

1.             This agreement shall remain in force for a period of Two years from 1^st July 2006 to 30^th  June, 2008 subject to renewal in writing on such terms and conditions as may be decided by both  the parties. It is agreed that either party to this agreement can terminate this contract before expiry of this contract by giving 30 days clear notice in writing to others.

2.             The Company shall give the requirement of labour to be deployed at various sites. The nature of job and the responsibilities of the contractor  shall be informed by the Company and that of labourers shall be given by the Company’s representative / site manager at sites. 

3.             The Company will decide the number of workmen required for the completion of the Job.  The contractor is responsible for supplying of required manpower from time to time and may increase or decrease only after confirming with the company.

4.             The Contractor will be paid 3%  towards commission for the supply of labour.

5.             The Contractor shall maintain attendance register for all the employees deployed by them at B. Seenaiah & Company (Projects) Limited sites. Based on their attendance and their performance of work, the invoice for payment with statutory liabilities shall be prepared and submitted to  the Company every fortnightly.

6.             The Company will be paying bhatwada to each worker on fortnightly  basis for their food and necessary provisions, the same is deducted after the season while settling the final account with the contractor. The amount of bhatwada will be decided on as is basis as per the prevailing rates mutually agreed upon by the  project manager / site in charge and the contractor.

7.             Payments to the workers shall be disbursed every fortnightly. 

8.             The Contractor will be given an advance for mobilization of labour for the sites and the same shall be deducted while making subsequent payment / final payment. 

9.              The Contractor is solely responsible for making all the statutory payments for his workers and is required to pay the same to the concerned authorities and to confirm compliances with the Company.  However all other medical facilities will be provided at the site by the Company for all the workers.

10.          The Company will have right to deduct Income tax or TDS as applicable from time to time.

11.          The Contractor shall submit the bills to the Company along with attendance details, performance of work as per contract and shall be paid based on those documents.

12.          The Contractor also will decide and take disciplinary actions against the work man if he is found to have committed any acts of misconduct and take disciplinary action as deemed necessary including discharge or dismissal after compliance with the labour law.

13.          The Contractor shall be responsible for damage or loss to the Company caused due to the negligence of the workmen employed by him and shall compensate or reimburse the company adequately for such loss which shall be assessed and determined by the Company.

14.          The Company shall provide the Contractor articles agreed to provide as mentioned in the agreement.

15.          It is agreed and clearly understood that this deed of agreement shall not create any relationship of employer and employee between M/s B. Seenaiah & Company (Projects) Limited  and the workers engaged by the Contractor Mr.G. Mallesh

16.          If any of the Contractor’s employee is suffering injury or accident while on duty on the Site of M/s B.Seenaiah & Company (Projects), Limited, Company will be solely responsible for payment of  compensation of damages, if  any, to the employee. BSCPL hereby indemnifies and undertakes to keep  contractor indemnified and against all disputes, claims or actions raised by his employees or by any third party in connection with his obligations under this Contract.  

17.          Any dispute concerning this agreement entered into by the parties shall be referred only to the appropriate court having jurisdiction in Hyderabad only.

IN WITNESS WHEREOF, B. SEENAIAH AND COMPANY (PROJECTS) LIMITED AND MR. G. MALLESH have executed this agreement on the 1^ST day of July, 2006  first mentioned above.

Authorised Signatory.

General Terms & Conditions of Purchase for Goods and Services ( very generic - but very much part of contract )

1.0   Definition

1.1   Buyer means ABC CO who places the order by way of the Purchase Order/Work Order.

1.2.   Supplier means the person, firm or company, who receives the Purchase Order /Work Order

        from the Buyer and confirm the Buyer to provide Products/Services as specified in Purchase  

        Order/ Work Order.

1.3.  Products means the products, goods or items which are the subject of the Purchase Order /  

        Work Order and which may (without limitation) include Software.

1.3.   Services means work and/or other services which are the subject of the Purchase Order/ 

Work Order and which may (without limitation) comprise, include or relate to Software.

2.0   Application

2.1.  These Conditions shall apply to and be incorporated into the Purchase Order/Work Order 

        signed between the Supplier and the Buyer.

2.2.  In case of any discrepancy between the Purchase Order/Work Order and theses

        Conditions, the Purchase Order/Work Order shall prevail.

3.0   Price and payment

3.1.   All prices are fixed and include delivery and all other charges, including costs of transport,    

        insurance and packing, taxes levies and fees attributed and/or attributable to the Supplier as  

        the result of the supply of the Products and/or Services unless specified otherwise in the 

        order.

3.2.   The Supplier warrants that the price charged for the Products or Services is the lowest price   charged by the Supplier to buyers of a class similar to the Buyer purchasing in quantities and under circumstances comparable to those specified in the Purchase Order/Work Order. Any price reduction in the Products or Services the same as covered by the Purchase Order/Work Order made by the Supplier after the placement of the Purchase Order/Work Order and prior to the Buyer’s receipt of the Products or Services shall apply to the Purchase Order/Work Order.

3.3.   Standard Payment term are within thirty (30) days after receipt of full Products or Services  

        and commercial invoices and other despatch documents unless specified otherwise in the

        order.

3.4.   The Buyer shall be entitled to set off or withhold any payment to a reasonable extent for  

        reasons of deficiency. The period for payment shall commence after the complete  

        rectification of any deficiency.

3.5.   The Buyer shall be entitled to set off against the amount any such sums owed to the Buyer  

        by the Supplier whatsoever the dues may be.   

4. 0  Delivery

4.1. The Products and/or Services shall be delivered on the date (Delivery date) at the rates and  

       places specified in the Purchase Order/Work Order.

4.2. The Supplier shall ensure that all Products shall be packed so as to reach places of delivery  

       undamaged and in good condition.

4.3. If the Supplier fails to deliver the Products or Services in accordance with the Purchase     

       Order /Work Order by the Delivery Date, then the Supplier shall pay to the Buyer penalty of

      1/2% of the total Purchase Order/Work Order value per week up to a maximum of 5% of the    

       total Purchase value starting from the date of default until the actual delivery date of the  

       Delayed Products or Services portion. The Buyer may, but shall not be bound to, deduct

       such penalty, whether in whole or in part, from any money due from the Buyer to the Supplier

       under any Purchase Order/Work Order.

4.4. If the Supplier:

      -fails to deliver Products or Services in accordance with the their specifications stated in  

       Purchase Order/Work Order; or

      -notifies the Buyer of a prospective delay in delivery by the Delivery Date and still fails to  

       deliver Products or Services after a reasonable period agreed by the Buyer then, the   

       Buyer reserves the right to cancel the Purchase Order/Work Order or any part of it without    

       charge or liability and reserves all rights in damages and otherwise arising including but not

       limited to the right to purchase substitute Products or Services elsewhere and to hold the

       Supplier liable for any loss, expense or additional cost incurred thereby.

5.0  Warranty

5.1. The Supplier warrants that it has all necessary permits and licenses to allow it to sell the

       Products and/or Services to the Buyer, and that it has complied with all relevant laws, roles

       and regulations affecting its obligations and the performance of the Purchase Order/Work Order.

5.2. The Supplier warrants that all Products are new and do not contain any used or

       Reconditioned parts or materials.

5.3. The Seller indemnifies Buyer for the indented performance of Products/Services and its

       performance parameters. Unless specified in the Purchase Order/Work Order, the Products  

       or Services under the Purchase Order/ Work Order are guaranteed for 12 months from Date  

       of Acceptance or 24 months from Date Delivery whichever is earlier.

5.3  In case of defect during Warranty period, the Supplier shall replace, repair or

       rectify the Products or Service free of charge to the Buyer.

6.0  Sub Contracting

6.1  The Supplier has no right to sublet this Purchase Order/Work Order to any third party   

       without prior written consent from the Buyer. In such case, the Buyer has the right to withhold  

       or cancel one or full part of the Purchase Order/Work Order, subject to Article 7.2(i)

7.0  Confidentiality

       The Supplier shall treat as confidential all information supplied by the Buyer, unless prior    

       written consent to divulge the same has been obtained. This shall not apply to information       

       that has rightfully become public knowledge and to the record of supply of Supplier, which

       serves Supplier to promote its sales activities.

8.0   Indemnity

8.1. The Supplier shall fully indemnify the Buyer and its assigns, sub contractors and customers   

       from and against any claims, liabilities, actions, damages, loss, cost and expenses (including

       but not limited to legal costs on an indemnity basis):

     - sustained by the Buyer and its assigns, sub contractors and customer or for which the Buyer  

       and its assigns, sub contractors and customers may be liable as a result of the Supplier’s

       breach of or failure to perform its obligations under the Purchase Order/Work Order; and

     - resulting from death, injury, loss or damage to persons or property caused or contributed by

       the negligence, act, default or omission of the Supplier, its employees, sub-supplier (if  

       permitted) or agent,

       while rendering services as part of obligation..

8.2. The Supplier accepts liability for all other claims, liabilities, actions, demand, loss, damage,

       costs and expenses (including but not limited to legal costs on an indemnity basis) incurred

       by the Buyer and its assigns, sub contractors and customers and which is attributable to   

       negligence, act, default or omission on the part of the Supplier, its employees, sub

       contractors (if permitted) or agents or resulting from or in connection with the furnishing of the

      

       Products or Services by the Supplier or otherwise arises or results from a breach of the   

       Purchase Order/Work Order.

9.0  Termination

9.1  The Buyer shall be entitled to cancel the Purchase Order/Work Order in respect of all or part

       only of the Products or Services by giving notice to the Supplier at any time prior to delivery,

       however the Buyer at its own discretion may accept delivery of some finished Products

       manufactured by the Supplier and Services properly rendered at the date of cancellation.

9.2. The Buyer shall be entitled to terminate the Purchase Order/Work Order forthwith without

       liability   

       to the Supplier by giving notice to the Supplier at any time if:-

 i) the Supplier is in breach of the Purchase Order/Work Order and capable of resolving such  

       breach, but fails to remedy the breach within the reasonable time of being notified; or

  (ii) the Supplier becomes subject to any proceedings under any bankruptcy or insolvency law. 

       In this case supplier should immediately inform the Buyer by written notice

  (iii) in case of Force Majeure as stated in Clause 10

10.0 Force Majeure

10.1 Should any circumstances arise beyond Supplier’s control preventing the Supplier from   

        wholly or partly carrying out its obligations under this Purchase Order/Work Order shall be

        referred to Force Majeure include, but shall not be limited to the followings:

     - Acts of God, including storm, earthquake, flood or any other such operation of the forces of 

        nature as his reasonable foresight & ability could not foresee or reasonably provide remedy.

      - War (declared or undeclared), hostilities, invasion, act of any foreign enemy, threat of or    

        preparation for war, riot, insurrection, civil commotion, rebellion, revolution, civil war, and 

        labour troubles blockages, sabotage of labour.

10.2 In case of Force Majeure, both parties shall notify each other of the events of Force Majeure   

        and possible consequence for performance of the Purchase Order/Work Order. The Buyer

        shall allow to the Supplier a reasonable period for execution of the Buyer Order. If beyond

        this period, the Supplier still fail to fulfill the Purchase Order/Work Order, the Purchase shall

        cancel one or whole part of the Purchase Order/Work Order, subject to Clause 9.

11.0 Jurisdiction

11.1 For all the legal matters, the Indian Laws are applicable and disputes to be settled

        according to the rules of law in force in India

11.2 Any disputes or discrepancies in connection with the Purchase Order/Work Order, which   

        cannot be settled amicably or by Arbitration, shall be settled by the Court of Law in India and

        Jurisdiction for all such disputes is Hyderabad, India.

11.3 The fees for settling disputes and/or other charges shall be borne by the losing party.

These General Terms & Conditions of Purchase for Goods /Services is an integral part of the Purchase /Work order and together forma total Purchase/Work order.

Master services Agreement (for Time & material Basis)

AGREEMENT FOR SERVICES

THIS AGREEMENT FOR SERVICES ("AGREEMENT") is entered into with effect from ------- Day of ------------, 2007 ("Effective Date") by and between [  ] (hereinafter referred to as "Customer"), a company registered under the Companies Act, 1956 with its registered office at ----------------------------------And IT Services Co(hereinafter referred to as "IT Services Co"), a company registered under the Companies Act, 1956 having its registered office at Mayfair Centre, S.P. Road, Secunderabad - 500 003, Andhra Pradesh, India.

WHEREAS, IT Services Co is engaged in the business of providing information technology services and wishes to provide Customer IT services as agreed between the parties.

WHEREAS, Customer is, engaged in the business of ------------------------- and would like to avail services of IT Services Co on the terms and conditions described in this Agreement and in the relevant Statement of Work (SOW).

NOW THEREFORE in consideration of the various covenants, and conditions set forth below, the parties agree as follows:

DEFINITION CLAUSES

1.              "Offsite" shall mean the IT Services Co development offices.

2.             "Onsite" shall mean the premises of Customer.

3.             "Overtime" shall mean any work done in excess of a Weekday or any work performed during Saturday or Sunday (Weekend) or public holidays.

4.             "Proprietary Information" means the confidential information of either Party, marked "Confidential" or with a similar legend.

5.             "Services" shall mean any services offered by IT Services Co including but not limited to, professional computer programming, consulting and software development and software installation services as set out in an SOW, on a time and materials basis.

6.             "Weekday" shall mean, at Onsite, Monday through Saturday, not exceeding eight hours a day and at Offsite, Monday through Friday, (8) hours a day.

                               

1. SERVICES

 1.1         IT Services Co will offer Services to Customer upon the execution by both parties of mutually agreed SOWs, each of which shall be deemed to be incorporated into and be subject to the terms of this Agreement. Such SOWs shall be in the form of Exhibit 'A'.

1.2           IT Services Co personnel shall perform such Services with care, skill and diligence in accordance with the applicable industry and professional standards.

1.3           IT Services Co personnel shall perform the Services at the locations agreed to by the parties in the SOW.

1.4           The infrastructure required for performance of Services at Onsite such as desktops/laptops, office infrastructure, software and communication link will be provided by the Customer at no extra cost to IT Services Co.

1.5           It is understood that part of the Services provided may be performed by IT Services Co personnel at Offsite, using Customer's computer facilities via a telecommunication link to Customer's network. Customer agrees to provide IT Services Co personnel, access to and use of their computer facilities/network as required to at no charge to IT Services Co.

1.6           For the Services rendered at IT Services Co's facilities, IT Services Co shall provide at its sole expense standard hardware, software and office infrastructure ("Equipment") specified as Exhibit A. Any infrastructure other than the Equipment that is required for performance of the Services, shall be provided/paid for entirely by Customer.

1.7           During the term of a SOW, either Customer or IT Services Co may require changes to the scope of services under this Agreement (hereinafter referred to as "Variations") by way of written notification to the other party. Both parties shall then discuss the revised fees and/or time schedules for implementation of the Variations, in writing. Until such time as the Variations are agreed upon by the parties hereto, IT Services Co shall continue providing services in accordance with the existing SOW and Customer shall make all payment due for the rendering of such Services.

 

 

2. TERM

2.1          The initial term of this Agreement shall be for a period of one (1) year from the Effective Date ("Initial Term"). Thereafter, this Agreement shall automatically renew for further terms of one year each till the third anniversary, unless either party notifies the other of its intention not to renew by giving a sixty (60) day prior written notice before the end of each anniversary or as otherwise specified in the Termination clause below. Termination by a sixty (60) day notice other than at the end of the Term shall be treated as a termination for convenience.

 

3. FEES & PAYMENT TERMS

3.1          Customer shall pay IT Services Co at the rates as agreed in Exhibit B or as specified in the SOW. Rates will be subject to an annual increment as mutually agreed in case of time and material SOWs. If there is no agreement between the parties on the extent of the increase, the rates shall be increased automatically over the existing rates by 5% and 10% percent for Onsite and Offsite respectively and apply from the anniversary date.

3.2          For Services performed on a time and materials basis, IT Services Co shall invoice the Customer for fees and expenses, monthly in arrears. To support IT Services Co's invoices, IT Services Co personnel assigned to work shall utilize IT Services Co's web-based electronic timesheets and submit authorized time sheets to Customer. Customer shall approve the time sheets within one (1) working day of submission by IT Services Co, failing receipt of notification of approval the submitted time sheet shall be deemed approved. Customer shall provide internet access to IT Services Co personnel, situated on Customer's premises, to enable them to complete such web-based timesheets IT Services Co shall maintain adequate records to support expenses claimed and shall make such records available to Customer upon request.

3.3          For Services performed on time and materials basis, IT Services Co would charge pre-approved Overtime at 1.25 times the normal rate.

3.4          For assignments of less than 91 calendar days at Onsite, Customer shall reimburse actual cost of travel and pre-agreed per diem expenses in addition to the rates. Travel expenses for travel from the base location of Customer to any other location will be treated as project travel and charged at actuals. In addition to the travel expenses Customer shall also pay perdiem expenses.

3.5          Customer shall pay invoices issued in accordance with these terms within fifteen (15) days of receipt of invoice. Discrepancy on the submitted invoices shall be communicated to IT Services Co within 7 days and in the absence of any written communication within the stipulated time, the invoice shall be deemed correct and accepted.

3.6          Any delay in making payment within the required time period as stated above shall attract interest at the rate of 1.5% per month.

3.7          IT Services Co shall be solely liable for (i) any and all taxes based on or measured on IT Services Co's income. Except as set forth herein above, it is understood by both the parties that the prices set forth in the applicable SOW or attached Rate card, are exclusive of all and any applicable taxes, including but not limited to sales and use taxes, Value Added Taxes (VAT) and such other similar taxes. IT Services Co shall include said taxes on its invoice separately while invoicing. The amount payable to IT Services Co shall be net of withholding taxes/tax deducted at source apart from Customer paying for applicable sales, use, VAT etc taxes.

4. ACCEPTANCE

4.1          When in IT Services Co's opinion, its testing of Services due under the SOW is complete, IT Services Co shall provide written notification to Customer of completion of testing. Customer shall have twenty (20) days, or an alternate period agreed in the SOW, ("Acceptance Period") to determine if the Services conform to the specifications as per the SOW or the deliverables meet the acceptance criteria agreed to in writing between the Parties ("Acceptance Criteria"). If the Services are substantially in conformity with the Acceptance Criteria, then on or prior to expiration of the Acceptance Period, Customer shall provide IT Services Co with written notice of acceptance.

4.2          Customer shall be deemed to have accepted the Services unless prior to the expiration of the Acceptance Period Customer provides IT Services Co with written notice to the effect that the Services fail to conform to the Acceptance Criteria, it being understood that all the particulars forming the basis for such notice will be contained therein. In the absence of such particulars, the notice shall be invalid and Customer shall be deemed to have accepted the Services.

4.3          In the event that program deficiencies are reported, IT Services Co shall at its expense depute the appropriate personnel to investigate and correct, if necessary, program deficiencies reported by Customer during the Acceptance Period. Except as provided herein, Customer shall have fifteen (15) days from the date of correction of identified deficiencies to test Services and give an acceptance or notice of further deficiencies in the Services and if no notice is received the Deliverable shall be deemed to be accepted at the end of the fifteen (15) day period and this process shall be repeated till acceptance.

 

 

5. WARRANTY

5.1          IT Services Co warrants only that the technical quality and performance of the Services provided will be consistent with the applicable professional and industry standards currently recognized.

5.2          Where any software, or any part thereof, is provided by Customer to IT Services Co for the performance of services under the SOW, Customer warrants that it has all the requisite legal rights, including relevant intellectual property rights, to provide the Software, or any part thereof, to IT Services Co.

5.3          EXCEPT FOR THE WARRANTIES MENTIONED ABOVE, NO OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED IS PROVIDED BY IT SERVICES CO UNDER THIS AGREEMENT.   CUSTOMER AGREES TO WAIVE ANY IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR IMPLIED RIGHTS NOT PROVIDED FOR IN THIS AGREEMENT.

               

6. INSTALLATION

6.1          System integration testing and installation of the software into Customer's computer systems is the responsibility of Customer unless stated otherwise in an SOW.

6.2          At Customer's request, IT Services Co shall provide to Customer any necessary assistance to install and to perform system integration testing of the developed software. Such Services shall be at the hourly rate plus expenses provided for in Section 3.

 

7. SECURITY AND CONFIDENTIALITY

7.1          Each Party agrees that Proprietary Information of the other Party received by it shall be confidential and proprietary to the other Party. A Party receiving Proprietary Information ("Receiving Party") shall not disclose the Proprietary Information of the other Party ("Disclosing Party") to any third party without the express written permission of the Disclosing Party, and agrees to take all necessary precautions to maintain the secrecy and confidentiality of such Proprietary Information.

7.2          The obligation of non disclosure described in the Agreement will not be deemed to restrict the Receiving Party from disclosing any Proprietary Information of the Disclosing Party which:

a)             is or becomes publicly known or within the public domain without the breach of this Agreement,

b)            was known to the Receiving Party prior to its receipt thereof from the Disclosing Party,

c)             is separately developed, whether before or after the date of this Agreement, by persons not privy to that Proprietary Information,

d)            has been or is subsequently disclosed by third parties who are not under an obligation of confidence to the Disclosing Party or

e)             the Receiving Party is requested or required by law or by any court or governmental agency or authority to disclose, in which case the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement prior to such disclosure.

6.3         Each Party agrees to comply and ensure that its personnel comply with all applicable laws, rules and regulations relating to privacy and collection, use, disclosure, storage and management of Proprietary Information of the other Party, as notified by that other Party.

6.4         Each Party agrees that the transmission of documents whether in print or otherwise to the Receiving Party and/ or the access of the Receiving Party to Proprietary Information of the Disclosing Party shall not be construed to grant the Receiving Party a license or other rights owned or controlled by the Disclosing Party unless otherwise specified in Section 8 (Ownership).

8. OWNERSHIP

8.1          The results or deliverables of all Services, other than generic tools and methodologies developed by IT Services Co under this Agreement or the proprietary software, tools or other materials of IT Services Co shall be the exclusive property of Customer. IT Services Co agrees that Customer owns the entire right, title and interest to any inventions, designs, discoveries, writings and works of authorship produced as a result of the Services, including all copyrights.

8.2          IT Services Co owns, and shall continue to own all intellectual property rights in software, tools and methodology developed by it outside the scope of the requirements specified in the SOW ('IT Services Co IP'). In case any such IT Services Co IP is incorporated by IT Services Co in the deliverables of the Services provided by it to Customer, IT Services Co provides a non-exclusive, perpetual license to Customer to use such IT Services Co IP as part of the deliverables in which it is incorporated, provided that Customer shall not separate and use such IT Services Co IP independently from the deliverables in which they are incorporated.

8.4          Subject to Section 8.2, IT Services Co agrees to include in the deliverables produced by IT Services Co for Customer any copyright and/or proprietary notice designated by Customer.

8.5          Upon expiration or termination of the Agreement and on all amounts as due and payable to IT Services Co under the Agreement having been received by IT Services Co, all Services, programs partially or wholly completed, or materials which are directly related to any project under the Agreement shall be delivered to Customer or at Customer's written instruction destroyed, and no copies shall be retained by IT Services Co without Customer's written consent. In the event that Customer does not make complete payment to IT Services Co of all the fees and charges and reimbursable expenses due under Sections 3 of this Agreement, Customer hereby grants to IT Services Co an irrevocable, non-exclusive, perpetual, worldwide, fully paid up, license to make, have made, use, have used, sublicense, reproduce and modify all Services developed by IT Services Co under this Agreement and to prepare derivative works based upon the same.

 

8.6          Subject to IT Services Co's obligations towards Customer under Section 7 on Confidentiality and Section 8 on Ownership, IT Services Co shall not be precluded from marketing, developing or using for itself or others, services or products that are the same as or similar to those provided to Customer by IT Services Co pursuant to this Agreement.  Furthermore, IT Services Co will continue to be free to use its general knowledge, skills, experience and techniques acquired in the course of performing its obligations hereunder. 

9. NATURE OF AGREEMENT

9.1          The relationship between Customer and IT Services Co is solely that of an independent contractor. Neither IT Services Co nor its personnel shall be entitled to any of the benefits provided by Customer to its employees, including, but not limited to, workers compensation insurance, unemployment insurance, and health retirement and welfare benefits.

9.2          IT Services Co shall assume full and exclusive responsibility for payment of all federal, state and local taxes or contributions imposed or required under employment, social security and income tax laws with respect to IT Services Co or any of IT Services Co's employees engaged in the performance of Services under this Agreement.     

10. INDEMNIFICATION

10.1        INDEMNITY BY IT SERVICES CO: IT Services Co shall assume responsibility for, indemnify Customer against and hold Customer and its employees and representatives harmless from :

(a)   any loss, expenses or damage arising out of any claims of personal injury or death by any party attributable to acts of omissions of IT Services Co or its employees or representatives,

(b)   any claim for payment of compensation, salary, retirement benefits, or any other fringe benefits asserted by an employee of IT Services Co,

(c)    any loss, expenses or damage arising out of IT Services Co's breach of its obligations under Section 7 (Security and Confidentiality).

10.2        INDEMNITY BY CUSTOMER: Customer shall assume responsibility for, indemnify IT Services Co against and hold IT Services Co and its employees and representatives harmless from:

(a)   any loss, expenses or damage arising out of any claims of personal injury or death by any party attributable to acts or omissions of Customer or its employees or representatives,

(b)   any claim for payment of compensation, salary, retirement benefits, or any other fringe benefits asserted by an employee of Customer or

(c)    any claim that any materials provided by Customer to IT Services Co for use in the provision of Services infringe a copyright, patent, trademark or other intellectual property right of any third party or

(d)   any loss, expenses or damage arising out of Customer's breach of its obligations under Section 7 (Security and Confidentiality).

10.3        As a condition of this indemnity, the Party seeking to be indemnified shall (a) notify the indemnifying Party promptly in writing the details of any allegation claim or loss ("Claim") upon becoming aware of such Claim, (b) make no admission relating to any Claims and (c) allow the indemnifying Party to conduct and settle all negotiations and proceedings and give the indemnifying Party all reasonable assistance in respect thereof.

10.4        Customer shall not be obliged to indemnify IT Services Co under Section 10.2 (c) if the claim mentioned therein arises out of:

(a)   any use of the materials by IT Services Co in a manner or purpose not intended by the SOW or against specific instructions of Customer,

(b)   use of the materials in conjunction with third party materials or services if the claim of infringement would not have arisen in the absence of such use.

SECTION 11. INSURANCE

11.1        Both Parties shall procure and maintain such insurance as will protect the other Party, its directors, officers and employees from claims arising out of their obligations under this Agreement.

11.2        Upon request in writing, IT Services Co shall submit relevant certificate(s) of insurance to Customer as evidence that the specified forms and endorsements are in force. Such certificate(s) shall include a clause obligating the insurer(s) to give not less than thirty (30) days prior notice of any material change in, cancellation of, or intent not to renew the insurance.

12. TERMINATION

12.1        This Agreement or an SOW may be terminated in whole or in part, by either Party in the event of material breach by a Party that is not cured within 30 days of notice of such breach, from the other Party.

12.2        This Agreement or SOW may be terminated in whole or in part, by a Party for convenience on 90 (ninety) days prior written notice to the other Party.

12.3        In the event of any termination of any part of this Agreement or an SOW, Customer is obligated to pay for actual Services rendered by IT Services Co prior to the effective date of termination, mutually agreed costs associated with early termination and for other expenses as per Section 3. 

12.4        Section 3 (Fees & Payment Terms), Section 8 (Ownership), Section 10 (Indemnification), Section 13 (Limitation of Liability), Section 14.1 (Notices), Section 14.2 (Dispute Resolution), Section 14.3 (Publicity), Section 14.8 (Non Hire), shall survive the expiry/ termination of this Agreement. Section 7 shall survive for a period of three years from the date of expiry/ termination of this Agreement.

                                                                                13. LIMITATION OF LIABILITY

13.1        Notwithstanding anything to the contrary in this Agreement, any SOW or any other document signed between the parties regarding the subject matter of this Agreement, either prior or subsequent to this Agreement, in no event shall either party be liable for any loss of profits or revenue, loss of business or loss or inaccuracy of data or for any indirect, incidental, special or consequential damages incurred by the other party. A party's liability for damages, if any, whether in an action in contract or based on warranty, in law or equity shall not exceed total amount of fees paid to IT Services Co by Customer under a particular SOW during the preceding six months from the event causing damage.

13.2        The above limitations are not applicable to breaches of Sections 7 (Security and Confidentiality) or Indemnification claims arising under Sections 10.1 and 10.2. A Party's total liability for such claims, shall not exceed the actual direct damages awarded, for such breaches, by a court of law or arbitrator or under any dispute resolution mechanism adopted by the Parties under this Agreement.

 

14. GENERAL PROVISIONS

14.1 NOTICES:

Any notice or other communication under this Agreement given by either Party to the other Party shall be deemed properly given if in writing and; 

(i)             when hand delivered during normal business hours of the recipient, acknowledgment taken.

(ii)           if transmitted by facsimile during normal business hours of the recipient; proof of delivery taken. A copy sent by registered mail/ first class courier, return receipt requested should follow all fax notices.

(iii)          if mailed by registered mail/ first class courier, return receipt requested, within five  working days of posting, properly addressed and stamped with the required postage, to the intended recipient at its address specified at the in the first page of this Agreement.

In case there is any change in the address of one Party, it shall be communicated in writing to the other Party.

14.2 DISPUTE RESOLUTION/ ARBITRATION/ CHOICE OF LAW 

(i) Dispute Resolution. Each party shall identify in the SOW one First Level Officer (Manager or above), one Second Level Officer (General Manager or above) and one Executive Reviewer (Vice President or above). Names of these designated officers may be changed by written notice to another person of equivalent status and expertise. Any resolution of a problem/ issue/ dispute/ claim etc. ("Dispute") will be in three easy steps. Either party may refer a Dispute in writing to the First Level Officers in the first instance, to Second Level Officers in the second instance and to the Executive Reviewers in the last instance. The relevant designated officers will meet and attempt to resolve the Dispute within 10 (ten) business days of referral, failing which the Dispute may be escalated by either party to the next level designated officers. If a Dispute cannot be resolved through Executive Reviewers, either party shall have the right to refer such dispute to arbitration as given below.

(ii) Arbitration. Any Dispute arising out of or with respect to this Agreement shall be determined by arbitration in Hyderabad/Secunderabad in accordance with the Indian Arbitration and Conciliation Act, 1996.   The Parties shall appoint a mutually agreed single Arbitrator. Each party will pay its own cost and expenses. All testimony shall be transcribed.  The award of the panel shall be accompanied by findings of fact and a statement of reasons for the decision.  All parties agree to be bound by the results of this arbitration; judgment upon the award so rendered may be entered and enforced in any court of competent jurisdiction. All matters relating to such arbitration shall be maintained in confidence.

(iii) Choice of Law; Choice of Forum.  This Agreement shall be governed by and interpreted in accordance with the laws of India.

14.3 PUBLICITY

Customer agrees that IT Services Co may refer to Customer and to this Agreement, in any manner, including in any customer listings published on IT Services Co's Web Site or set forth in IT Services Co's sales presentations, promotional materials, business plans or news releases etc.

14.4 FORCE MAJEURE

Neither party shall be liable for damages for any delay or failure to perform its obligations hereunder, if such delay or failure is due to causes beyond its control or without its fault or negligence, including, without limitation, strikes, riots, wars, fires, epidemics, lack of human or material resources, quarantine restrictions, unusually severe weather, earthquakes, explosions, acts of god or state or any public enemy, or acts mandated by any applicable laws, regulation or order (whether valid or invalid) of any governmental body. If a force majeure event occurs the affected Party shall inform the other Party promptly and will use reasonable efforts to mitigate adverse effects and to resume performance as soon as practicable. Should the force majeure event extend beyond fifteen (15) days either party shall have the right to terminate the Agreement or applicable SOW upon immediate written notice without any penalty or liability. However Customers payment obligations for Services performed shall remain and not be affected by the force majeure event.  

14.5 DISASTER RECOVERY          

Notwithstanding the provisions of Section 14.4 above, IT Services Co shall maintain throughout the term of this Agreement a disaster recovery plan ("Disaster Recovery Plan") reasonably acceptable to Customer, which Disaster Recovery Plan shall cover all the Work to be performed by IT Services Co under this Agreement. 

14.6 SUCCESSORS:

This Agreement shall bind and inure to the benefit of the parties, and their respective successors and permitted assigns.

14.7 ASSIGNMENT

This Agreement or any rights or obligations hereunder shall not be assigned by either party to any third party without the prior written consent of the other party and any attempted assignment without such consent shall be null and void, except that either party may make such assignment, without aforesaid consent, to an affiliate or to any entity which survives a merger or consolidation in which such party participates or to any entity which acquires all or substantially all of the assets of such party.

14.8 NON HIRE

During the term of the Agreement and for a period of one year thereafter, neither party shall (either directly or indirectly through a third party) employ, solicit to employ, cause to be solicited for the purpose of employment or offer employment to any employee/s or sub contractor/s of the other party, or aid any third person to do so, without the specific written consent of the other party. For the avoidance of doubt this restriction applies only to those employees who are connected with the Services performed under this Agreement. The clause does not prevent hiring based on responses by employees to public advertisement on any media that are not specifically targeted at the other party's employees.

14.9 NON WAIVER:

No provision of this Agreement may be waived or changed except by a writing signed by the party against whom such waiver is sought to be enforced. The failure or omission by either party at any time to enforce or require strict or timely compliance to any provision of this Agreement shall not affect or impair that provision or any other provision in any way or the rights of such party hereof, to avail itself of the remedies it may have in respect of any subsequent breach of that or any other provision.

14.10 SEVERABILITY:

The invalidity or unenforceability of any provision of this Agreement shall not in any way effect, impair or render unenforceable this Agreement or any other provision contained herein, which shall remain in full force and effect.

14.11 MODIFICATION:

This Agreement may not be modified or amended except in writing signed by duly authorised representatives of each party with express mention thereto of this Agreement. 

14.12 ENTIRE AGREEMENT:

This Agreement, including all SOWs and other documents or communications incorporated herein, represents the entire agreement between the parties and supersedes all prior negotiations, understandings and agreements, written or oral, relating to the subject matter herein. This Agreement, including all applicable SOW and other documents and communications incorporated herein, shall supersede and control over any conflicting terms, representations, promises, or conditions included in any purchase orders, invoices or other documents issued by either party.

14.13 SECTION HEADINGS:

The headings of the Sections are inserted for reference only and are not intended to be part of or affect the meaning or interpretation of this Agreement.

14.14 PRECEDENCE:

In the event of a conflict between the terms of any documents (including but not limited to SOW) signed between the Parties and this Agreement, the terms of this Agreement shall take precedence.

 14.15 EFFECTIVE DATE:

This Agreement shall be effective as of the date first above written when signed by both parties hereto.

14.16  DUE AUTHORISATION:

Each of the undersigned hereby represents to the other that she/ he is authorised to enter into this Agreement and bind the respective parties to this Agreement.

14.17 COUNTERPART:

This Agreement is executed in duplicate and each copy is treated as original for all legal purposes.

14.18 NO THIRD PARTY BENEFICIARIES

This Agreement and the SOWs shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than Customer and IT Services Co.

IN WITNESS WHEREOF, the parties have executed this Agreement by their authorized representatives as of the date first written above.

 IT Services Co                                                              Customer

Authorized Signatory                                              Authorized Signatory

________________________                                   ______________________________

Name                                                                    Name

__________________________                              ______________________________   

Title                                                                      Title

General Terms & conditions of IT services mentioned in IT services Proposal Document are the conditions subject to which the IT co is giving its quotation/AGREEING TO SERVE

Terms and Conditions

Non Hire:

During the term of the Agreement and for a period of one year thereafter, neither party shall (either directly or indirectly through a third party) employ, solicit to employ, cause to be solicited for the purpose of employment or offer employment to any employee/s or sub contractor/s of the other party, or aid any third person to do so, without the specific written consent of the other party. The party so desirous of employing other party’s employee/ sub contractor shall do so only upon payment of an agreed upon compensation to the other party.

Limitation of Liability:

In no event shall either party be liable for any loss of profits or revenue, loss of business or loss or inaccuracy of data or for any indirect, incidental, special or consequential damages incurred by the other party. “Typical IT services co”’s liability for damages, if any, whether in an action in contract or based on warranty, in law or equity shall not exceed 20% of the total amount of fees paid to “Typical IT services co” by “ EXAMPLE IT SERVICES CLIENT” for Services performed under this Proposal. The above mentioned limitation shall not apply to loss incurred due to:

                              I.    Breach of confidentiality

                             II.    Breach of Intellectual property rights

                            III.    Willful misconduct of “Typical IT services co” personnel

All the other applicable terms and conditions would be agreed upon by “Typical IT services co” and “ EXAMPLE IT SERVICES CLIENT” subsequent to the contract being awarded to “Typical IT services co”.

Validity:

This proposal is valid for thirty days from the date of submission and subject to revalidation of the same thereafter

Force Majeure:

Neither party shall be liable for damages for any delay or failure to perform its obligations hereunder, if such delay or failure is due to causes beyond its control or without its fault or negligence, including, without limitation, strikes, riots, wars, fires, epidemics, lack of human or material resources, quarantine restrictions, unusually severe weather, earthquakes, explosions, acts of god or state or any public enemy, or acts mandated by any applicable laws, regulation or order (whether valid or invalid) of any governmental body.

Additional Costs:

The following situations would cause additional cost:

ü  Changes to project phase scope or requirements

ü  Client fails to complete tasks, or deliver identified deliverables in accordance with the quality required or the timescales identified in the mutually defined and agreed project plan

ü  Client halts work on the project

ü  Client is unable to staff the project in a manner that will meet needs of timelines provided

ü  Delays in sign-off / approvals will affect project costs & timelines

ü  Ramp down costs

ü  Client terminates the project without providing notice

ü  Wait time, if any, for “Typical IT services co” resources onsite and offshore will be billed to client if there is any delay due to client in the scheduled progress. Any such extension will also impact the project plan.

Acceptance:

When in “Typical IT services co”'s opinion, its formal testing of deliverables (“Deliverables”) is complete, “Typical IT services co” shall provide written (including telefax or electronic mail) notification to Customer of completion of testing. Customer shall have twenty (20) days (“Acceptance Period”) to determine if the Deliverables conform to the specifications and those specifications or acceptance criteria agreed to in writing between the Parties (“Acceptance Criteria”). If the Deliverables are in substantially conform with the Acceptance criteria, then on or prior to expiration of the Acceptance Period, Customer shall provide “Typical IT services co” with written notice of acceptance. Customer shall be deemed to have accepted the Deliverables unless prior to the expiration of the Acceptance Period Customer provides “Typical IT services co” with written notice to the effect that the Deliverables fail to conform to the Acceptance Criteria, it being understood that all the particulars forming the basis for such notice will be contained therein. In the absence of such particulars, the notice shall be invalid and Customer shall be deemed to have accepted the Deliverables.

Change Control:

Any additions/deviations to the scope will be considered as a change & will be evaluated separately in terms of cost, effort & schedule. Change Control procedures shall be agreed between client and “Typical IT services co” for changes identified during the execution of the project that are not included in the “scope document” part of the contract. Changes may be raised by either party, which will be on a standard format and agreed by both the parties in writing before implementing them. Any change to the project schedule as a result of the changes must also be agreed upon. “Typical IT services co” shall provide the effort and cost estimates for the changes.

Client is expected to review the documents, clarify on any issues and provide all intermediate sign-offs within two (2) working day of submission of the relevant documents. Any delay in sign-off or on account of non-availability of client project manager will lead to proportionate delay in the final delivery and hence qualify for automatic extension of the final delivery date.

Termination:

“Typical IT services co” will have the right to terminate for cause in case of non-payment of fees by Customer or bankruptcy of Customer. “Typical IT services co” to also have right of termination for convenience on 90 days notice provided that any ongoing SOWs would be completed. Immediate termination by Customer without notice is not acceptable.

Jurisdiction:

The validity, performance and construction of the proposed contract and associated documents shall be governed by and construed in accordance with the laws of India. Any unresolved dispute or controversy arising under or in connection with the execution of the work herein, shall be settled exclusively by arbitration, conducted in accordance with the laws of India.  The arbitrators shall not have the authority to add, detract from, or modify any provision hereof nor to award punitive damages to any injured party.

 TEAMING AND COOPERATION AGREEMENT where joint venture or joint bidding is not allowed or intended but execution is intended to be shared and carried out jointly

THIS TEAMING AND COOPERATION AGREEMENT (the "Agreement") is made and entered into this [  ] day of [  ], 20XX (the "Effective Date"), by and between:

IT Services co., a company incorporated under the (Indian) Companies Act, 1956, having its registered office at Secunderabad 500 003, India ("IT Services co"),

and 

[   ], a company organized under the laws of [    ], having its registered office at [    ] ("Company"). 

IT Services co and the Company are individually referred to as the "Party" and collectively referred to herein as the "Parties."

RECITALS

ALTERNATIVE 1 - WHEREAS the Parties believe that there are mutually beneficial opportunities to use the Parties' expertise to offer combined product and service offerings to different customers, and desire to enter into this agreement to create a standard framework by which the Parties may work together to address and respond to identified commercial opportunities.

OR

ALTERNATIVE 2 - WHEREAS the Parties have identified an opportunity in respect of a request for tender/proposal issued by [Customer's name] in [country] for the provision of [fill in].

(Delete the alternative not applicable)

NOW, THEREFORE, in consideration of the recitals and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.         RELATIONSHIP OF THE PARTIES AND PROGRAMS

(In the case of Alternative 1)

1.1       On the identification of a specific opportunity, one of the Parties shall be designated as the prime contractor ("Prime") in Exhibit A, who shall enter into a contract ("Prime Contract") with the identified customer ("Customer"). The Prime shall enter into a subcontract ("Subcontract") with the other party ("Subcontractor") under which performance of certain obligations  under the Prime Contract shall be performed by the Subcontractor.

1.2       Each specific business opportunity which the Parties mutually agree to pursue is hereafter referred to as a "Program" and the Parties' agreement to pursue a Program shall be documented by identification of such Program in a writing to be attached hereto as an Exhibit, which shall be signed by each Party, identify the roles and responsibilities of the parties, set forth an effective date and which then shall become a part of this Agreement.  Each new Exhibit number for each separate Program shall be consecutively numbered starting with Exhibit 1.  The nature of services offered under a Program and the geographical location and division/department of the Customer shall be described in the Exhibit.

OR

(In the case of Alternative 2)

1.1      The Parties have agreed that [Party name] shall be designated as the prime contractor ("Prime") and shall enter into a contract with the Customer ("Prime Contract").  The Prime shall enter into a subcontract ("Subcontract") with the other party ("Subcontractor") under which performance of certain obligations under the Prime Contract shall be performed by the Subcontractor.

1.2        The specific business opportunity which the Parties mutually agree to pursue is hereafter referred to as a "Program" and the Parties' agreement to pursue the Program shall be documented by identification of such Program in a writing to be attached hereto as an Exhibit, which shall be signed by each Party, identify the roles and responsibilities of the parties, set forth an effective date and which then shall become a part of this Agreement.  The nature of services offered under the Program and the geographical location and division/department of the Customer shall be described in the Exhibit.

(Delete the alternative not applicable)

2.         RESPONSIBILITIES

2.1       The Prime shall have primary responsibility for the preparation and submission of a Program proposal pursuant to which the Subcontractor will act as a first-tier subcontractor.

3.         SCOPE 

3.1       Change of Scope.  The Parties recognize that, subsequent to this Agreement becoming effective, and subsequent to an Exhibit being executed for a Program, conditions relating to a Program may change causing a change in the scope of work set forth in such Exhibit.  In such an event, the Parties shall in good faith revise the Exhibit to reflect the change in scope of work and commercial and other terms.   

3.2       Consent Required.  During the term of an Exhibit for a Program, neither Party shall, without the consent of the other enter into any other collaboration, teaming or similar arrangement with other entities to provide services to the Customer under that Program. However each Party shall be free to market, promote, quote, offer to sell, or sell, products or services in respect of any other project, to any party including the Customer.   

4.         PREPARATION AND SUBMISSION OF PROPOSALS WITH RESPECT TO PROGRAMS

4.1       Prime.  The Prime shall be the leader in the proposal preparation with respect to the Program identified thereon and shall be identified as the prime contractor in the execution of documents relating to the Prime Contract.

4.2       Identification of Subcontractor.  The Prime may identify the Subcontractor as a subcontractor in the proposal for a Program.

4.3       Subcontract.  If a Prime Contract is awarded to the Prime, the Prime shall use commercially reasonable efforts to subcontract to the Subcontractor and the Subcontractor agrees to accept a subcontract to perform work for the Customer through the Prime. The Parties shall discuss in good faith and mutually agree upon the Subcontract which shall govern the scope of work and terms and conditions on which the Subcontractor shall perform such work. The Subcontractor agrees that certain provisions of the Prime Contract will flow down to the Subcontract, subject to review and acceptance of the terms of the Prime Contract by the Subcontractor.

4.4       Proposal Submittal.  The Prime will have the responsibility for the preparation, content, evaluation and submission of the combined management, technical, price, and cost proposal and other requirements to the Customer.  Each Party will supply, in a timely manner, all necessary management, technical and other services, as well as cost and pricing information, exhibits, designs and plans and other requirements related to the Program, which it proposes to perform, so as to enable the Prime to fully respond to the Customer's proposal requirements. Upon submission, a copy of the final proposal and the rates and payment terms of the Subcontractor for the work to be performed as per the final proposal shall be attached as annexures to the Exhibit which the final proposal relates to and shall be deemed to be a part of this Agreement.

4.5       Co-operation and Diligence.  Each Party will act in good faith and exert reasonable efforts to prepare and submit a proposal acceptable to the Customer.  The Subcontractor shall on request by the Prime support the Prime in discussions, briefings, presentations and negotiations with a Customer.

4.6       Expenses.  Each Party shall bear their respective costs, risks and liabilities incurred by it as a result of its activities and obligations, including but not limited to all expenses it incurs in connection with the preparation of its own portion of the proposal, any briefings, presentations, and negotiations which may follow, and all other efforts under this Agreement, unless the same are reimbursed by the Customer. The Subcontractor shall as may be mutually agreed between the Parties provide bid security, performance guarantee or the like, if any required by the Customer, commensurate with its participation in the Program.

5.         INDEPENDENT CONTRACTOR RELATIONSHIP

The Parties shall act as independent contractors to each other and not as agent for, partner of, or joint venturers with the other Party.  No other relationship outside of that contemplated by the terms of this Agreement shall be created. The employees of each Party shall not be entitled to any of the benefits provided by the other Party to its employees, including, but not limited to, workers compensation insurance, unemployment insurance, and health retirement and welfare benefits.

6.         ASSIGNMENT

Neither Party may assign its rights and obligations under this Agreement to a third party without the prior written consent of the other Party.

7.         NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

7.1       "Confidential Information" means and includes all business, financial, technical and other data and information relating to the business, operations, products, services or solutions of either Party ("Disclosing Party") disclosed to the other Party ("Receiving Party") for the purposes of this Agreement.

7.2       Each Party agrees that Confidential Information is and shall be confidential and proprietary to the Disclosing Party and where it is the Receiving Party, agrees not to disclose Confidential Information to any third party without the express written permission of the Disclosing Party. The Receiving Party shall take all necessary precautions to maintain the secrecy and confidentiality of such Confidential Information. However a Receiving Party may reveal Confidential Information disclosed by the other Party to those of its employees, representatives and affiliates (collectively "Representatives") who have a need-to-know provided the Receiving Party puts similar obligations of confidentiality on such Representatives.

7.3       The above obligation of non disclosure will not be deemed to restrict a Receiving Party from using and/or disclosing any of the Confidential Information which:

a)            is or becomes publicly known or comes within the public domain without the breach of this Agreement,

b)         was known to it prior to its receipt thereof from the Disclosing Party,

c)         is separately developed, whether before or after the date of this agreement, by persons not privy to the Confidential Information,

d)         has been or is subsequently disclosed to it by a third party who is not under an obligation of confidence to the Disclosing Party or

e)            is required by law or by any Court or governmental agency or authority to be disclosed, in which case the Receiving Party will provide prompt notice of such request or requirement to the Disclosing Party.

7.4       The provisions of this Section 7 shall survive termination of the Agreement for a period of five years.

8.         TERM AND TERMINATION

8.1       This Agreement shall be effective for a period of one (1) year from the Effective Date and may be renewed upon mutual agreement of the Parties for such further period as may be agreed upon. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party. Any Exhibit in existence at the expiry of this Agreement shall continue in force until expiry or termination as per Section 8.2 below.

8.2       This Agreement or applicable Exhibit with respect to a given Program shall terminate upon any of the following circumstances:

a.    The written agreement of the Parties, as evidenced by signature of the authorised signatories of the Parties.

b.    One year from the effective date of the Exhibit for the Program.

c.    Written notice from the Customer that the Program has been canceled or that the Program has been changed to eliminate the work contemplated for the Subcontractor.

d.    Rejection of the Prime by the Customer or the award of a contract for the Program by the Customer to a party other than the Prime.

e.    The rejection of the Subcontractor by the Customer (including a prohibition on the Prime from subcontracting any obligations under the Prime Contract).

f.     The execution of a Subcontract between the Prime Contractor and the Subcontractor in respect of the Program.

g.    A material breach of this Agreement by a Party, by notice of thirty days from the other Party.

9.         INTELLECTUAL PROPERTY RIGHTS

Intellectual Property existing prior to the date of this Agreement will continue to be owned by the Party that owned such Intellectual Property immediately prior to the date of this Agreement. Intellectual Property developed in the course of services under a Prime Contract shall be as provided in the Prime Contract.

In this clause "Intellectual Property" includes any document, text, graphic or artistic work, computer software or other subject-matter in which intellectual property rights subsist. 

10.       LIMITATION OF LIABILITY

Notwithstanding anything to the contrary in this agreement, any Exhibit or Attachment or any other document signed between the Parties regarding the subject matter of this agreement, either prior or subsequent to this agreement, in no event shall either Party be liable for any loss of profits or revenue, or loss or inaccuracy of data or for any, indirect, incidental, special or consequential damages incurred by the other Party. A Party's liability for direct damages, if any, whether in an action or contract based on warranty, in law or equity shall not exceed the lesser of the (a) actual damages awarded by the dispute resolution authority or (b) a sum of US $100,000

11.       FORCE MAJEURE

Neither Party shall be liable for damages for any delay or failure to perform its obligations hereunder, if such delay or failure is due to causes beyond its control or without its fault or negligence, including, without limitation, strikes, riots, wars, fires, epidemics, lack of human or material resources, quarantine restrictions, unusually severe weather, earthquakes, explosions, acts of god or state or any public enemy, or acts mandated by any applicable laws, regulation or order (whether valid or invalid) of any governmental body.

12.       GOVERNING LAW AND JURISDICTION

The Parties will attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement promptly through negotiations between them. Subject to aforesaid the Parties shall refer any dispute arising out of or in connection with this Agreement to arbitration to be carried out by a single arbitrator agreed by the Parties and according to the provisions of the Indian Arbitration & Conciliation Act, 1996 and the decision of the arbitrator shall be final and binding on both Parties. This Agreement shall be governed and construed in accordance with the laws of India and be subject to the exclusive jurisdiction of courts at Hyderabad/ Secunderabad, Andhra Pradesh, India.

13.       ENTIRE AGREEMENT

This Agreement, including any Exhibits that may be attached hereto, represent the entire agreement between the Parties, with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

14.       SECTION HEADINGS

The headings of the Sections are inserted for reference only and are not intended to be part of nor affect the meaning or interpretation of this Agreement.

15.       SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

16.       NON HIRE

During the term of this Agreement or any Exhibit and for a period of one year thereafter, neither Party shall (either directly or indirectly through a third party) employ, solicit to employ, cause to be solicited for the purpose of employment or offer employment to any employee/s or subcontractor/s of the other Party, or aid any third person to do so, without the specific written consent of the other Party.

17.       NOTICES

Any notice or other communication under this Agreement given by either Party to the other Party shall be deemed properly given if in writing and when hand delivered during normal business hours of the recipient, acknowledgment taken or if transmitted by facsimile during normal business hours of the recipient; proof of delivery taken. A copy sent by registered mail/ first class courier, return receipt requested should follow all fax notices; if mailed by registered mail/ first class courier, return receipt requested, within ten working days of posting, properly addressed and stamped with the required postage, to the intended recipient at its address specified below its signature at the end of this Agreement.

In case there is any change in the address of one Party, it shall be communicated in writing to the other Party.

18.       PUBLICITY

The Company agrees that it will not refer to IT Services co and to this Agreement, in any manner, including in any customer listings or sales presentations, promotional materials, business plans or news releases etc, without the prior written consent of IT Services co.

19.       MODIFICATION

This Agreement may not be modified or amended except in writing signed by duly authorised representatives of each Party with express mention thereto of this Agreement. 

20.       NON WAIVER

No provision of this Agreement may be waived or changed except by a writing signed by the Party against whom such waiver is sought to be enforced. The failure or omission by either Party at any time to enforce or require strict or timely compliance to any provision of this Agreement shall not affect or impair that provision or any other provision in any way or the rights of such Party hereof, to avail itself of the remedies it may have in respect of any subsequent breach of that or any other provision.

21.       DUE AUTHORISATION

Each of the undersigned hereby represents to the other that she/ he is authorised to enter into this agreement and bind the respective Parties to this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

[The Company's name]                                                        IT Services co.

By:                                                                                           By: _______________________

Name:                                                                                     Name:

Title:                                                                                        Title: Managing Director