SERVICE AGREEMENT

This Service Agreement (“Agreement”) is executed at Bangalore on this

______ day of ________2022 by and between

XYZ, a company incorporated in India under the provisions of the

Companies Act 1956/2013, having its registered office at _____________
(hereinafter referred to as “Client", which expression, unless it is contrary
to the context or meaning thereof, shall mean to include its successors in
business, assigns, and authorized representatives and executors) as the
FIRST PARTY.

And

___________________, having PAN No. _______, residing at___________________

(hereinafter referred to as “Consultant” which expression shall, wherever
it occurs, mean and include successors in business, assigns, and authorized
representatives and executors), as the SECOND PARTY

The terms “Client” and “Consultant” shall be individually be referred to as

“Party” and collectively as “Parties”, as the context may require.

Whereas:

1. The Client is a company engaged in the business of ______.

2. The Consultant is engaged in the business of providing services
pertaining to the conceptualization, and creation of industrial designs
for its clients.
3. The Parties have agreed to provide such services to on a non-exclusive
basis in accordance with the terms and conditions hereinafter specified.

NOW THEREFORE, IN CONSIDERATION TO THE MUTUAL COVENANTS

AGREED HEREIN THE PARTIES HERETO HAVE AGREED TO BE LEGALLY
BOUND BY THE FOLLOWING TERMS, WHICH SHALL HEREAFTER
GOVERN THE TERMS OF THIS AGREEMENT;

1. Term:-

Unless terminated earlier in accordance to the termination clause

contained herein, this Agreement shall be effective from _______
(“Effective Date”) and continue to be valid for a period of ____ year
from the Effective Date (“Term”). The Parties may renew this
Agreement and extend the term by executing in writing an
 addendum/amendment for such further periods and at such terms as
may be mutually acceptable to the Parties.

2. Services:-

During the Term of this Agreement the Consultant shall provide

designing services to the Client, the details of these services, service
fee, and payment terms are described in Annexure A of this
Agreement (hereinafter referred to as “Services”).

3. Representations and Warranties:-

3.1. Each Party hereby represents to the other that they have been duly
incorporated /organized/registered under the applicable laws and has
full legal right and authority to be engaged in their respective
businesses and that the Parties and their authorized signatories who
have executed this Agreement have full authority and are duly
authorized to execute this Agreement. And to bind the Parties to
perform their obligations as herein contemplated; and that neither the
performance of the obligations or execution of this Agreement will
violate or be in violation of any applicable laws.

3.2. Each Party represents that there are no litigations pending or

threatened (judicial, regulatory or otherwise) that would or might
prevent or adversely interfere with the performance of obligations
under this Agreement.

3.3. Consultant represents that he/she shall adhere to all the policies,
procedures and laws that are applicable and amended from time to
time. And ensure that the confidential data provided by the Client will
strictly be kept confidential and shall not be shared with any third
party without the prior written consent from the authorized signatory
of the Client.

3.4. Consultant understands and agrees that the services provided by the
Consultant and the deliverables arising therefrom shall be considered
as ‘work made for hire’ and the deliverables provided by Consultant
shall be treated as the sole intellectual property of the Client and if the
Client proceeds to perfect its title to the designs/deliverables under the
Designs Act 2000 or the Copyright Act or other applicable law, the
Consultant shall provide the necessary support and shall execute such
documents that maybe required by the Client in this regard.

3.5. Consultant understands and agrees that he/she shall not use or
publish the designs/deliverables without obtaining the prior written
consent of the Client.
3.6. Consultant represents that the designs/deliverables provided by the
Consultant are new, original, are not infringing any third party
intellectual property rights, and shall conform with the requisite
provisions of The Designs Act, 2000 to enable the Client to register the
designs/deliverables as its proprietary design as per the aforesaid act.

3.7. The Consultant represents that he/she is not prohibited by contract or

otherwise by any third party to enter into this Agreement.

3.8. The Consultant represents that at the time of entering into this
Agreement, the Consultant is not providing the services to the direct
competitors of the Client and/or to the clients of the Client and that
during the Term of this Agreement the Consultant shall not provide any
services for gain or otherwise to competitors or persons/entities having
similar business interest such as the Client and/or the clients of the
Client.

3.9. Consultant shall provide the services in a professional and timely

manner in accordance with Clients’ specifications and in conformity
with best industrial standards.

4. Confidential Information and Non-Disclosure

4.1. The Parties acknowledge that during the Term it may be necessary for
the Client to disclose orally, in writing or in any other tangible or
intangible form, technical or business information which shall be
considered as Confidential Information of the Client (“Confidential
Information”) and such Confidential information shall include but not
be limited to Client’s employee details, employee
salary/compensation/benefit details, product related information,
product concepts, drawings, sketches, details about prototype,
business use cases, target audience, financial information, business
plans, business model, revenue details, plans & projections, marketing
plans, strategies, vendor details, customer details, partner or associate
details, software and/or source code used or developed or being/to be
developed by the Client, technical information. All information derived
from the Confidential Information is also to be considered as a Client
Confidential Information for the purposes of this Agreement. All
Confidential Information is deemed to be highly confidential.
Consultant agrees and acknowledges that the Confidential Information
is highly business sensitive and shall not disclose any Confidential
Information to any third party (except to their affiliates, agents, sub-
 contractors, associates and sisters companies, employees, on a strictly
need to know basis. And only under written terms of confidentiality
which are at least as protective as those in this clause) without the
prior express written consent of the authorized signatory of disclosing
Party and not to use the Confidential Information for any purpose other
than for the performance of the Services agreed in this Agreement.
These restrictions upon disclosure and use of Confidential Information
shall continue for in perpetuity after expiration or termination of the
Agreement. However, this restriction shall cease to apply to any
specific portion of Confidential Information which;

A. is or later becomes available to the public other than by receiving

Party’s default.

B. is lawfully received by receiving party from a third party having no

obligation of confidentiality to the disclosing Party.

C. is required to be disclosed by law or government regulation, provided

that prior to the disclosure receiving party shall notify the disclosing
Party in writing that such disclosure is required, and the disclosing
party may seek a protective order or other appropriate remedy from
any court or tribunal at its cost.

5. Liability and Indemnity:

5.1Consultant shall at all times indemnify and keep indemnified the Client,
against all claims, liabilities, damages, losses, costs, charges, expenses
(including legal costs and fees), proceedings and actions of any nature
whatsoever made or instituted against or caused to or suffered by the
Client directly by reason of:

(a) Any wrongful, incorrect, dishonest, criminal, fraudulent or negligent

work, default, failure, misrepresentation, misfeasance, bad faith, and/or
misconduct (including the perpetration of, or aiding and abetting
fraud), breach of this Agreement, disregard of its duties and
obligations, representation and warranties, hereunder, service, act or
omission of or by the Consultant;
(b) Breach and/or non-compliance of applicable laws and regulations or
terms of this Agreement by the Consultant or its representative; and
(c) Any theft, robbery, fraud or other wrongful act or omission by the
Consultant and/or any of its representative.
(d) Infringement of third party Intellectual Property Rights related
obligations.
(e) Breach of confidentiality obligations.
(f) False or misleading information provided to the Client.

5.2 Notwithstanding anything contained to the contrary in this

Agreement, in no event, will the Client be liable to indemnify the
Consultant against any loss of profits, loss of use, business interruption,
loss of data, cost of cover or indirect, special, incidental or
consequential damages of any kind in connection with or arising from
availing services, whether alleged breach of contract or tortious
conduct, including negligence, breach of third party intellectual
property rights irrespective of whether the Consultant has advised the
Client of the possibility of such damages or not.

6. Termination

6.1. The Client may terminate this Agreement without assigning any
reason by providing the Consultant with a prior written notice of
_________days about its decision to terminate this Agreement. Subject to
6.2 The Consultant may terminate this Agreement without assigning a
reason by providing the Client with a prior written notice of
________days.

6.2. Notwithstanding anything contained to the contrary, the Consultant

shall not be entitled to terminate the Agreement in accordance after
accepting a project.

6.3. Consultant shall not be entitled to any early termination fee if the
termination is in accordance with this clause. In the event of
termination in accordance with clause 6.1 or 6.2 the Service fee shall
be payable on a pro-rata basis only and the Consultant shall promptly
and in accordance with the instructions of the Client refund any excess
fee.

6.4. This Agreement may be terminated immediately and without liability

upon the occurrence of the following events:

(a) Upon expiry of the term of this Agreement (including any mutual
extension thereof).

(b) In the event that either party is adjudged bankrupt or makes a general
assignment for the benefit of its creditor, or if a receiver is appointed.

(c) In the event any Party defaults in the performance of any obligation
specified in this Agreement, the non-defaulting party may notify the
 other party hereof in writing and, if such default is not remedied within
thirty (30) days from the date of such notice the non-defaulting party
shall have the right to terminate this Agreement immediately without
further liability.

(d) If either party commits a material breach (which is not curable) of this
Agreement;

(e) Performance of the Consultant’s obligations becomes impossible or

prohibited by law, order, or regulation.

(f) If Consultant breaches its confidentiality obligations in protecting the

Confidential Information and/or in case of violation of any intellectual
property rights of the Client.

6.5. Termination shall not relieve either party from any rights, liabilities or
obligations that they may have accrued under the law or terms of this
Agreement prior to termination; In the event the Agreement is
terminated owing to default or breach accountable to the Consultant
(in accordance with 6.4(b)(c)(d)(e)(f) ) the Consultant shall promptly
and in accordance with the instructions of the Client refund any
advances or fees that may have been paid by the Client. The aforesaid
right is without prejudice to other available remedies to the Client.

6.6. Upon termination of this Agreement (except to the extent the Services
have already commenced and are in process) and subject to fulfillment
of the Client’s obligations, Consultant shall cease to use all the
information of the Client and Consultant shall forthwith promptly
return or at the instruction of the Client destroy all materials,
information and data to/of the Company within seven (7) days and if the
necessary shall certify the same to the Client in writing.

7. Force Majeure

Neither Party shall be held responsible for delays/non-adherence to the

terms of this Agreement, resulting from acts/reasons recognised and
proved to be beyond their control due to reasons including but not
limited to natural calamity, and Act of God, the enactment of any Act of
Parliament or the act of any other statutory or judicial authority or acts
of the third parties.

8. Correspondence:
 All the Letters, notices or any other communication intended to be
served after the commencement of this Agreement shall be deemed to
have been effectually served/received if sent by Email or Registered
Post addressed, or delivered by hand with acknowledgement to the
Client and the Consultant at the respective addresses given above and
in the case of emails if the same are addressed to the following email
IDs.

For Client For Consultant

Name:_______________ Name:
_________________
Email ID: ____________ Email ID:
__________________

9. Assignment:

The Consultant shall not assign, directly or indirectly or to part with

the rights and obligations under this Agreement to any third party
without obtaining prior written consent from the other Party.

10. Governing Law:

This Agreement and the obligations of the Parties shall be governed by

and construed in accordance with the laws of India.

11. Dispute Resolution:

Any dispute or controversy arising out of or in connection with this

Agreement including any question regarding its existence, validity or
termination which cannot be settled amicably by and between the
Parties, may be referred by the Parties to be settled by Arbitration and
in accordance with Arbitration & Conciliation Act, 1996 for the time
being in force which rules are deemed to be incorporated by reference
to this clause. The arbitral tribunal shall consist of a sole arbitrator
appointed by mutual consent of the Parties in accordance with the said
rules. The Parties agree that any arbitration proceedings shall be
instituted and heard at Mumbai. The language of the arbitration shall
be English. The cost of arbitration shall be borne equally between the
parties and the prevailing party shall be entitled to recover the same
from the other. Parties agree that the courts of Mumbai shall have the
exclusive jurisdiction to grant relief (including but not limited to
interim relief) in connection with the Arbitration proceedings.
12. Intellectual Property:

12.1 In consideration of the Service Fee paid by the Client, the Consultant
agrees and acknowledges that all intellectual property, whether
acquired or developed by him/her individually or in conjunction with
others under this Agreement shall be considered as work made for
hire and the same shall exclusively vest with the Client or to such
person or entity to whom the Intellectual Property is transferred to by
the Client. In the event, that any components of such intellectual
property cannot vest with the Client owing to legal limitations, the
Consultant hereby irrevocably assigns to the Client in perpetuity and
grant an unlimited, royalty-free, worldwide license, free from all
encumbrances, all the benefits, rights (vested, contingent and future),
privileges, interests and advantages, in/arising out of and in
connection with the business and/or operations of the Client in
relation to such intellectual property, whether acquired or developed
by the Consultant individually or in conjunction with others under this
Agreement. The Consultant agrees and acknowledges that if the
Client is unable, after a reasonable effort, to obtain your signature on
any trademark application, letter patent, copyright application,
assignment or other analogous protection relating to intellectual
property, the Consultant hereby appoints the Client as attorney-in-fact
to execute and file such application(s) and to do all other lawfully
permitted acts to further the prosecution, issuance, and (in Client’s
discretion) assignment of trademarks, letters patent, copyrights, or
other analogous protection with the same legal force and effect as if
executed by Consultant.

12.2 Consultant acknowledges, confirms and ratifies that there are no

encumbrances or claims against the designs/deliverables and the
Consultant hereby agrees that the designs/deliverables provided by the
Consultant shall be the sole property of the Client and further the
Client is entitled to transfer the rights to any clients of the Client or to
the third party.

13. General Clauses:

13.1. Entire Agreement- This Agreement, including its attachments,

amendments constitutes the entire agreement between the Parties
regarding the subject matter hereof, and supersedes all prior
communications, negotiations, understandings, agreements, or
 representations, either written or oral, by or among the Parties
regarding such subject matter only.

13.2. Relationship- The relationship between the Parties shall be that of a

principal to principal relationship of non-exclusive nature and nothing
in this Agreement shall be construed to create any partnership, joint
venture, employer-employee, principal-agent or similar relationship.
Neither Party is authorized to bind the other Party to any obligations
with third parties.

13.3 Amendment - No amendments or modifications to this Agreement are

valid unless the same are mutually agreed in writing and signed by the
authorized representatives of each party.

13.4 Severability- If any provision of this Agreement is held for any reason
to be invalid or unenforceable the remaining provisions of this
Agreement will be unimpaired and, unless a modification or
replacement of the invalid or unenforceable provision is further held to
deprive a Party of a material benefit, in which case the Agreement shall
immediately terminate, the invalid or unenforceable provision will be
replaced with a provision that is valid and enforceable and that comes
closest to the Parties’ intention underlying the invalid or unenforceable
provision.

13.5. Succession and Assignment- This Agreement shall be binding upon

and inure to the benefit of the Parties and their permitted successors,
affiliates, group companies and assigns.

13.6. Waiver- Forbearance or tolerance on the part of either Party of any

breach of this Agreement by the other Party shall NOT constitute
waiver of such breach or obligations required to be performed under of
this Agreement.

13.7 Counterparts- This Agreement may be executed in two original

counterparts, both of which together shall constitute one agreement.

Consultant acknowledges, confirms, and ratifies that the Consultant

has been in compliance with the terms of this Agreement from the
Effective Date of the Agreement.

13.8 Execution - This Agreement and any amendment hereto may be signed
online or physically in counterparts, each and every one of which shall
be deemed an original, notwithstanding variations in format or file
designation which may result from the electronic transmission, storage
and printing of copies of the Agreement from separate computers or
printers.
IN WITNESS WHEREOF the Parties have executed this Agreement after
carefully reading the contents of this Agreement out of their free will and
consent without any kind of force or coercion on them, on the date
mentioned at the beginning of this Agreement.

For _____________________. For _____________________

Signature: ___________________ Signature:

_____________________

Name: _______________________ Name: _______________________

Designation: __________________ Designation:

___________________
 Annexure – A

Services During the Term of this Agreement and any renewal

thereof, the Consultant shall

- Dedicate a minimum of _____ working hours to execute his

duties under the Agreement (the Consultant agrees that
the aforesaid time may have to be extended at the Client’s
request from time to time, the Services provided during
such extended times shall not be additionally chargeable to
the Client).

- provide services for ____ days in a week (the choice of

working days shall be determined by the Client).

- the Consultant shall ______________.

- The aforesaid is an indicative and non-exhaustive list.

Monthly INR. _____ (Rupees _______ Only)

Service Fee

Payment The Consultant shall raise an invoice for the payment on

terms the 30th of every month, with supporting documents
required by the Client. Upon receipt of the correct and
undisputed invoice the Client shall make the payment
within 3 working days from the receipt of invoice. All
payments shall be subject to tax deduction at source and
the aforesaid service fee is inclusive of applicable taxes.
The payments shall be subject to the terms of this
Agreement.

Other terms  The deliverables pertaining to the aforesaid services

and timelines to accomplish the same shall be agreed
at the beginning of every month between the Parties
or at such periods as the Client may deem fit.
 Accomplishment of deliverables shall be a key
 criterion to determine Consultant’s performance of
services.
 The Consultant shall provide the details of
progress/status of every deliverable assigned in the
format required by the Client and at such intervals as
maybe communicated by the Client.
 The Consultant shall be available for calls, video-
conferences or meetings at the request of the Client.
 Consultant shall not use any products (including but
not limited to creatives, software) or content that
infringes any third party intellectual property rights.
In the event, Consultant uses any third-party
products for performance of Services under this
Agreement the same shall be done after procuring
the necessary licenses from such third party and
after obtaining prior written consent from the Client
for the same.
 In the event Consultant uses any third party content
in performance of his Services under this Agreement
the same shall be done after procuring the necessary
licenses from such third party and after obtaining
prior written consent from the Client for the same.
 Consultant shall give due credits to the author and
source when using third party information in the
desgning activities and disclose all sources of
information Consultant has relied on to the Client.
 The Consultant shall provide the Services in
accordance with the specifications communicated by
the Client.
 The Consultant agrees and acknowledges that in
the event there is a shortfall in the minimum
no. of working hours or working days in any
given month, the Client shall at its sole
discretion be entitled to deduct service fee for
such shortfall on a pro-rata basis. The details of
the such deduction may be provided to the
Consultant at the time of processing the
payment.