Agreement with Contractor or Service Provider

This Contractor Agreement (“Agreement”) is effective as of __________ (“Effective Date”), and is entered by and between __________, with its principal office at __________ (“Company”)

and

__________, major in age, residing at/with principal place of business at __________  (“Contractor”)

WHEREAS, the Company is in the business of _________ ;

WHEREAS, the Company is in need of __________ services;

WHEREAS, Contractor is willing to provide such services;

WHEREAS, the Company is willing to procure such services from Contractor;

NOW, THEREFORE, in consideration of the mutual covenants, promises, assurances, representations and provisions set forth herein, the parties hereto agree as follows,

1. Description of Services

Contractor will provide the following services (“Services”):

__________

The Services may be amended in writing from time to time.

2. Payment

Subject to Contractor providing the Services hereunder, the Company shall pay to the Contractor as under:

__________

The Contractor shall raise an invoice for the Services provided and Company will make the payment within thirty (30) days of receipt of invoice.

3. Term and Termination

The term of this Agreement shall begin on Effective Date and continue until __________, unless terminated earlier as set forth in this Agreement. The term of this Agreement may be extended by mutual agreement between the parties.

Either party may terminate this Agreement upon written notice to the other party, if the other party breaches any obligation and fails to cure such breach within thirty (30) days of receipt of the notice.

4. Contractor Representations And Warranties

Contractor represents and warrants that:

• Contractor shall perform the Services in a diligent, workmanlike manner as per industry professional standards, skill, care and in a manner, which is reasonably acceptable to the Company.
• Contractor shall follow any rules or procedures as communicated by the Company.

5. Equipment And Supplies

If any equipment or supplies are delivered by Company to Contractor to perform the required services under this Agreement, the said equipment and supplies shall remain Company’s exclusive property at all times and Contractor shall return the same to the Company on request or on expiry or termination of this Agreement.

6. Confidentiality

The Contractor hereby acknowledges that it has read and agrees to be bound by the terms and conditions of the Company’s confidentiality agreement which forms an integral part of this Agreement.

7. Indemnification

Each Party (“Indemnifying Party”) shall indemnify and defend the other Party and its affiliates and their respective successors and assigns, and each of their respective officers, directors, partners, representatives, and agents (“Indemnified Parties”), in respect of, and hold them harmless against, any and all claims, demands, causes of action, proceedings, liabilities, damages, fines, losses, (“Damages”) incurred or suffered by any of the Indemnified Parties arising out of, resulting from, relating to, or constituting (a) any fraud, misrepresentation or breach of any provision of this Agreement by the Indemnifying Party, or (b) any gross negligence or willful misconduct by the Indemnifying Party.

8. Liability

Neither party shall be liable for any consequential, special or indirect damages arising out of this Agreement.

9. Intellectual Property

Any and all inventions, discoveries, developments and innovations developed by the Contractor under this Agreement shall be the exclusive property of the Company; and the Contractor hereby assigns all right, title, and interest in the same to the Company. Any and all inventions, discoveries, developments and innovations developed by the Contractor prior to the Effective Date and if utilized in rendering Services to the Company are hereby licensed on a perpetual basis to the Company.

10. Force Majeure

If any party is unable to perform under this Agreement due to any act beyond the reasonable control of party such as acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, lock downs, such party shall not be liable for any damages to the other party resulting from such non-performance.

11. Relationship of Parties

The Contractor’s relationship with the Company shall be that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship.

12. Non-compete

The Contractor hereby agrees that, during the term of this Agreement and for one (1) year following the termination or expiry, the Contractor shall not carry on any business which is competing with the business of the Company.

13. Non-solicitation

The Contractor hereby agrees that, during the term of this Agreement and for one (1) year following the termination or expiry, the Contractor will not hire, recruit, solicit or attempt to do any of foregoing with any employees of the Company.

14. Assignment

The Contractor shall not assign this Agreement to any other party without the prior written consent of the Company.

15. Governing Law

This Agreement shall be construed in accordance with the laws of India and the __________ courts shall have exclusive jurisdiction to decide any dispute related to this Agreement.

16. Integration

This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.

17. Severability

If a court finds any provision of this Agreement invalid or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

18. Amendment

This Agreement may be modified or amended only in writing by mutual agreement between the parties.

19. Notice

Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

20. Waiver

The failure to exercise any right or delay in exercising any such right provided in this Agreement shall not be considered as a waiver of prior or subsequent rights.

21. Successor and Assigns

This Agreement binds and benefits the parties and their respective permitted successors and assigns.

22. Survival

All obligations to preserve the Company’s Confidential Information, Intellectual Property and other warranties and representations shall survive the termination of this Agreement.

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

COMPANY:
Authorized Signatory (Signature):
Authorized Signatory (Name):
Date:

CONTRACTOR:
Authorized Signatory (Signature):
Authorized Signatory (Name):
Date: