CONSULTANCY AGREEMENT
Date: 18/04/2924
This Agreement is between Manvit Raghav Security primarily located at RZ-15,Sayed Nangloi ,
Paschim Vihar, New Delhi - 110087 (hereinafter referred to as the "Client") and Dinesh Yadav
(ADVOCATE) with its primary place of business located at Chamber No. 688, Western Wing, Tis
Hazari Court , Delhi - 110054 (hereinafter referred to as the "Consultant").
1. Introduction
The Consultant and the Client (individually referred to as "Party" and collectively referred to as
"Parties") hereby agree that the Consultant will provide Consultancy Services as described in the
Services Schedule below and have agreed to the terms of this Agreement.
WHEREAS, the Manvit Raghav Security desires to hire the Consultancy Services of the Dinesh
Yadav (ADVOCATE);
THEREFORE, the Agreement will be in accordance with the following terms unless an alternative
or modification is expressly agreed between the Parties:
2. Definitions
In this Agreement (otherwise, to the extent expressly provided and agreed to by the Parties):
"Agreement" refers to all the terms of this Agreement including but not limited to any Schedules
and any subsequent amendment(s) to this Agreement.
"Business Days" refer to any day that is not a Saturday, Sunday, or statutory holiday in the
jurisdiction set forth at Section 29 herein.
"Client Materials" refer to all materials supplied by or on behalf of the Client to the Consultant in
connection with the Services under this Agreement.
"Client" refers to the Client Party under this Agreement.
"Confidential Information" refers to all information in whatever form, including but not limited to
the Client's businesses, customers, Consultant, contracts, sales, marketing, planning, performances,
financials, products, trades, employees, and third-party information disclosed by the Client to the
Consultant or any of its employees or contractors under this Agreement.
"Consultancy Services" or "Services" refer to the services to be provided by the Consultant as
expressly agreed in the Schedule to the Agreement.
"Consultant" refers to the Consultant Party under this Agreement.
"Deliverables" refer to the deliverables of the Consultancy Services as set out in the Schedule to
this Agreement.
"Party" refers to either the Client or the Consultant, and "Parties" refers to the collection of the
Client and the Consultant.
"Schedule" refers to any schedule section attached to the main body of this Agreement.
"Third-Party Materials" refer to all materials including Intellectual Property Rights and
Confidential Information made available by third parties that are not a party to this Agreement and
used in connection to the Services under this Agreement.
"Timetable" refers to allocating time per milestone required to complete the Services under this
Agreement.
3. Purpose of Agreement
The express purpose of this Agreement is to set out the terms under which the Consultant will
render services to the Manvit Raghav Security as stated above.
4. Consultancy Services
The scope of the Consultancy Services that will be provided to the Client are set out in the
"Schedule" to this Consultancy Agreement (the "Services").
The Consultant shall duly perform the Services to the best of its ability and a reasonable
professional standard within the industry of the Services rendered. Any personnel provided by the
Consultant shall also perform their duties to the same professional standard.
Accordingly, the Consultant shall allocate the time and set up the "Timetable" required to
professionally complete the Client's Services. It is a material term of this Agreement that the
Consultant shall complete the Services within the duration set out in the Schedule to this
Agreement.
5. Delivery of Services
The Consultancy Services shall be performed by the Consultant or any other Sub-consultant or
Substitute or person expressly approved in writing by the Client.
Accordingly, the Consultant shall provide the "Deliverables" as set out and within the allocated
time in the Schedule to this Agreement.
6. Duration of Agreement
This Consultancy Agreement shall come into full force and effect on the effective date
18/04/2024 unless otherwise terminated by either party or by mutual agreement of both parties
under this Agreement. Accordingly, the Consultancy Services shall commence on 18/04/2024 and
shall continue until Till company exists .
The Agreement shall continue to be in full force and effect unless and until terminated as provided
in Section 25, with no less than 30 days prior written notice.
7. Compensation and Payment
Unless otherwise expressly agreed, the Consultant shall submit valid invoices to the Client at
intervals as agreed to by the Parties. The Client is obligated to provide payment to the Consultant
at a rate of 50000 during the term of this Agreement.
The submitted invoices are expected to outline the details of the total work hours or days per
milestone by the Consultant, Sub-consultant, or Substitute, the Services rendered, and the amount
of payable fees (including applicable Sales Taxes).
The Consultant shall pay for all expenses where appropriate and reasonably necessary for the
effective delivery of the Services herein. The Client may only pay for such expenses exclusively
incurred by the Consultant in rendering the Services under this Agreement and expressly agreed by
the parties with the Client's written consent.
8. Taxation
The Consultant shall be liable for its action(s) or omission(s), and those of its employees and
agent(s), and nothing in this Agreement shall be construed as creating an employment, work,
agency, or partner relationship between the Client and Consultant.
Accordingly, the Consultant will be deemed an independent contractor and shall be fully
responsible for the payment of taxes, including applicable Sales Taxes, levied upon the services
delivered under this Agreement. The Consultant agrees to indemnify the Client against all
liabilities, claims, costs, or expenses regarding such payment, including interests and penalties.
However, where the Consultant provides appropriate notice to the Client that the Consultant is
legally exempted from collecting and paying applicable Sales Taxes, the Client shall pay all
applicable Sales Taxes on the Consultancy fees, and the Consultant shall be responsible for
remitting such applicable Sales Taxes to the appropriate taxation authority.
9. Authority
The Consultant does not possess any legal or business decision-making authority on behalf of the
Client except otherwise with the Client's express written consent. Unless otherwise expressly
stated, the Consultant does not possess the authority to incur any expenditure on behalf of the
Client.
Accordingly, the Consultant shall assume responsibility and pay for all such expenses reasonably
necessary to provide its Services under this Agreement effectively. The Client may agree to pay
for any such expenses by the Client's written approval or authorized representative.
10. Substitution
If the contracted Consultant under this Agreement cannot render the Services or complete them
due to any reason, including but not limited to illness or unavailability, the Consultant shall
promptly notify the Client within a reasonable time of becoming aware of such circumstances. In
such cases, no fee shall be payable by the Client for the period during which the agreed-upon
Services are not provided due to the unavailability or inability of the original Consultant.
Upon receiving notice of unavailability or inability, and subject to the Client's approval, the
Consultant may appoint a suitable, qualified, and skilled Substitute to perform or complete the
Services under this Agreement on its behalf. The Substitute shall be selected with the utmost care
to ensure that the quality and standards of service are maintained.
During the period when the Substitute provides the Services, the Consultant shall not charge any
additional fees beyond those specified in the original agreement. Any remuneration or
compensation due to the Substitute shall be the sole responsibility of the Consultant.
11. Warranties
The Consultant hereby warrants to the Client that:
1. The Consultant has the legal right and authorization to enter into this Agreement and
perform its obligations herein;
2. The Consultant possesses all relevant qualifications, licenses, expertise, and experience
required to perform its obligations under this Agreement;
3. The Consultant shall deliver services in a manner that conforms to standard practice and, in
the event that the services provided are found to be unsatisfactory, the Consultant will rectify
and improve the quality of these services at no extra or additional expense to the Client, in
accordance with all its obligations contained herein.
4. The failure of the Client to enforce any term or provision of this Agreement shall not be
construed as a waiver of the Client's right to enforce all terms and provisions of this
Agreement subsequently;
5. The Consultant shall obtain and maintain all necessary licenses, permits, and approvals
required to comply with all applicable legal and regulatory requirements or standards
relating to the Consultancy Services being provided under this Agreement and shall produce
accurate records of such licenses, permits and approvals for the Client upon request; and
6. The Consultant together with its employees, personnel, contractors, and sub-contractors shall
always comply with any applicable legal and regulatory requirements applying to the
business of the Client, as well as the rules and regulations of the Client, where the
Consultant has been made aware with reasonable notice by the Client.
All warranties and representations by the Parties expressly set out in this Agreement shall be to the
maximum extent permissible by applicable law. There shall be no implied warranties or
representations as to the exercise of any right or obligation under this Agreement.
12. Restrictions
Nothing contained herein shall prohibit the Consultant from engaging in other services, activities,
or businesses with other clients during the entire duration of this Agreement provided that:
1. Such service, activity, or business does not cause a breach of any of the Consultant's
obligations under this Agreement;
2. Such service, activity, or business does not cause a real or potential conflict of interest
between its obligations under this Agreement; and
3. The Consultant immediately notifies the Client of any such service, activity, or business that
may breach its obligations under this Agreement or constitute a conflict of interest, and shall
immediately prioritize its obligations under this Agreement over such other engagement.
13. Insurance
The Consultant shall obtain, hold and maintain a full and comprehensive insurance policy for the
entire duration of this Agreement, including but not limited to employment insurance, workers'
compensation insurance, and public liability and property damage insurance.
14. Indemnification
The Consultant shall have the personal liability for and indemnify the Client for any loss, liability,
damage, claim, action, demand, penalty, cost, or expense arising from any breach, negligence, act
or omission by the Consultant, its Sub-consultant or Substitute, employees or agents in the process
of delivering the Services under this Agreement.
15. Non-Compete
During the entire duration of this Agreement, and for 12 months following its termination, the
Consultant shall not engage in any activity, whether directly or indirectly, in any capacity, that
would in any way compete with the Client's business in which the Consultant is involved.
Accordingly, this non-compete is to be geographically limited to areas and locations of the Client's
operations.
16. Non-Solicitation
During the entire duration of this Agreement, and for 12 months following its termination, the
Consultant shall not, whether directly or indirectly, solicit or attempt to solicit any business from
the Client's customers, employees, or contractors, without the express written consent of the
Client.
17. Intellectual Property
Both Parties hereby agree that the Client shall hold all proprietary rights, titles, and interests in any
deliverable resulting from the Consultancy Services delivery under this Agreement, including but
not limited to copyrights, patents, trade secrets, trademarks, and designs.
The Consultant shall retain the moral rights to original materials and items produced by the
Consultant in connection to the services rendered hereunder. However, any such rights shall not
exclude or limit the license and exercise of rights granted to the Client under Section 18 of this
Agreement.
18. License
The Consultant hereby grants, assigns, and transfers to the Client a non-exclusive, worldwide,
perpetual and irrevocable license to copy, store, adapt, edit, distribute, display, publish, perform,
transmit, reproduce, and otherwise use the deliverables excluding "Third-Party Materials" and
"Client Materials."
19. Confidentiality
"Confidential Information" is as defined in Section 2 of this Agreement but shall not include any
information that is:
1. Made generally available to the public with no fault of the Consultant;
2. Lawfully obtained by Consultant from third-parties unrelated to the Client, and without
breach of any confidentiality obligation hereunder; or
3. Mandated to be disclosed by any applicable law or government body.
The Consultant hereby agrees to the following confidentiality obligations under this Agreement:
1. Keep all confidential information disclosed by the Client strictly confidential and take all
necessary precautions against unauthorized disclosure of such Confidential Information;
2. Refrain from directly or indirectly disclosing, permitting access, transmitting or transferring
whether wholly or partially, to any third party, any Confidential Information under this
Agreement, without the Client's prior written consent;
3. Refrain from using or copying any Confidential Information except as may be reasonably
required for the delivery of the Services;
4. Ensure that its employees, contractors, subcontractors, or agents that are granted access to
the Client's confidential information execute a confidentiality agreement under their
obligation to protect the Client's Confidential Information under this Agreement, and furnish
the Client with such completed legal documentation upon request;
5. Ensure that its performance under this Agreement shall not breach any obligation to keep
confidential the proprietary information of any previous client of the Consultant or any other
third party; and
6. Promptly notify the Client where any competent court compels the Consultant, authority, or
government body to disclose any Confidential Information under this Agreement.
Accordingly, the Consultant hereby agrees that, in addition to all other remedies available to Client
under this Agreement or under any relevant law, the Client shall be entitled to obtain damages or
injunctions to enforce such obligations.
Accordingly, the provisions of this Section shall survive the termination of this Consultancy
Agreement.
20. Subcontracting
The Consultant, its employees, assigns, or agents shall not sub-contract this Agreement without the
Client's prior written consent or enter into any contract on behalf of the Client as to legally bind
Client in any respect whatsoever. Accordingly, the Consultant shall remain responsible to the
Client for the performance of any subcontracted obligations under this Agreement.
21. Assignment
Except otherwise expressly provided under this Agreement, nothing herein shall operate to confer
rights or benefits to persons that are not a party to or affiliated with this Agreement. Accordingly,
this Agreement shall be to the benefit of both Parties and binding on the successors and permitted
assigns of the Parties.
The Consultant shall not in any way assign its rights or obligations herein without the prior written
consent of Client. The Client shall also not assign its rights and obligations under this Agreement
without prior written notice to the Consultant.
22. No Employment Status
The Consultant understands its relationship to be that of an independent contractor and not an
employee of the Client. The Consultant and any of its employees, contractors, or agents delivering
the Services herein are not in any way employees of the Client and are not entitled to receive any
employment benefits from the Client.
Accordingly, the Client shall not be required to make contributions for employment insurance,
pension plans, health insurance, workers' compensation, or other similar levies on behalf of any of
the Consultant's employees or personnel.
23. No Guarantee
The Consultant does not make any warranty or guarantee any specific performance level or result
or construe the performances for previous clients as representing any promised level of results.
24. Communication
Any required notice by the parties under this Agreement shall be appropriately delivered in writing
by personal delivery, delivery post, or electronic mail to the recipient party's addresses as stated in
the Schedule to this Agreement.
Accordingly, if notice is delivered by delivery post or registered mail, it shall be considered as
given after a period of 7 'Business Days' following the date of delivery of such notice. Notice given
by personal delivery shall be deemed to have been given on the day of delivery.
25. Termination
Notice to terminate this Agreement may be made or given per Section 24 herein in the following
ways:
1. If there is a breach of Agreement, the Client or the Consultant may terminate this Agreement
for cause at any time if prior written notice is made to the defaulting party and the named
breach is not remedied within 30 Business Days.
2. In cases not relating to a breach of Agreement, the Client may terminate this Agreement for
convenience with no less than 30 Business Days prior written notice and with no liability to
make further payment to the Consultant, other than in respect of the amounts accrued before
the termination date in Section 6 Accordingly, if the Client desires to terminate this
Agreement in writing, all accrued monies receivable by the Consultant shall be due
immediately and demandable by the Consultant and charged to the Client's payment method.
3. Suppose a law or regulation is passed, the operation or implementation of which would
result in the non-performance of the fundamental obligation(s) of any of the parties to this
Agreement to the extent as to affect the effective delivery of the Services herein. In that
case, this Agreement shall be deemed terminated upon the date of its enforcement.
On the termination date of this Agreement, the Consultant shall immediately deliver to the Client
all property categorized as deliverables under this Agreement and within its possession or control.
Following the termination of this Consultancy Agreement for any reason whatsoever, the
provisions of Section 7, 13, 14, 15, 16, 17, 18, 19, 25, 27, 28, 29, and any other provision
necessary for the adequate and complete interpretation of these Sections shall continue in full force
and effect.
26. Amendment and Modification
Any amendment, modification, or alteration to this Agreement shall be expressly made and fully
executed in writing to be duly signed by both Parties hereto.
Any other condition including variations or modifications to the terms set out in this Agreement
shall be included in the Appendix to this Agreement and be valid only in writing and signed by or
on behalf of the parties hereunder.
27. Entire Agreement
This Consultancy Agreement constitutes the entire Agreement between both parties. It supersedes
and replaces in its entirety all previous agreements, promises, conditions, communications, and
understandings by both Parties regarding the subject matter of this Agreement, whether oral or
written.
28. Severability
All sections of this Agreement shall be considered unique and severable. Suppose any section or
portion of this Agreement is declared illegal, invalid, or unenforceable. In that case, any such
section or portion shall be fully severable. The remaining sections or portions of this Agreement
shall remain in full force and effect and any such declaration shall not in any way affect the
validity or enforceability of any other section or portion of this Agreement.
29. Governing Law and Jurisdiction
This Consultancy Agreement shall be governed and construed under the relevant laws of Delhi
India. Accordingly, any dispute arising from this Agreement or between the Parties concerning the
Consultancy Services herein shall be exclusively resolved in a competent court located in Delhi
India.
IN WITNESS WHEREOF, the parties have read, understood, and executed this Consultancy
Agreement as of 18/04/2924.
CONSULTANT CLIENT
Manvit Raghav Securities
_____________________________
Dinesh Yadav _____________________________
Signed (signature) Signed (signature)
_____________________________ _____________________________
Manvit Raghav Securities
Print Name Print Name
_____________________________
18/04/2024
_____________________________
18/04/2024
Date Date
Schedule
I. Services
ENTER SPECIFIC CONSULTANCY SERVICES
II. Deliverables
ENTER SPECIFIC DELIVERABLES PER MILESTONE
III. Timetable
ENTER DETAILED TIMETABLE
IV. Client Materials
ENTER SPECIFIC CLIENT MATERIALS
V. Financial Provisions
ENTER SPECIFIC FINANCIAL PROVISIONS
VI. Communication
ENTER CONTACT ADDRESS INFORMATION OF BOTH PARTIES
