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Commencement
November 03, 2024
Date
Definitions
In this Agreement:
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under
common control with the subject entity. “Control,” for purposes of this definition, means
direct or indirect ownership or control of the subject entity.
Agreement means this agreement (including any schedules, and SoWs issued under
this Agreement) and any document that varies or supplements it;
Consequential Loss means any loss or damage which is indirect, consequential, special,
punitive, exemplary or incidental, including any loss of profit, revenue, anticipated savings
or business opportunity, loss or corruption of data or systems, damage to goodwill or
reputation, however caused or arising as a result of this Agreement;
Confidential Information means any information provided by the Disclosing Party or any
of its Representatives to the Receiving Party, or otherwise obtained by the Receiving
Party or any of its Representatives, whether obtained before or after execution of the
Agreement, in connection with the Disclosing Party, its Affiliates and customers, the
Services or this Agreement. It includes:
(b) Intellectual Property of the Disclosing Party, including the Developed Intellectual
Property;
(d) any information created under or arising out of the provision of Services under this
Agreement.
(e) is in or becomes part of the public domain, other than through a breach of this
Agreement or an obligation of confidence owed to the Disclosing Party or any of its
Representatives;
(f) was known to the Receiving Party at the time of disclosure, unless such knowledge
arose through breach of an obligation of confidence; or
(g) the Receiving Party can prove by contemporaneous written documentation was
independently acquired or developed without breaching any of the obligations set
out in this Agreement;
Deliverables means the deliverables, including any updates, and outputs from the
Services as described in this Agreement, any documentation provided and all other
material created by the Service Provider as part of the Services.
Disclosing Party means a party to this Agreement that discloses Confidential Information
to the other party to this Agreement;
Fees mean the fees for the provision of the Services as set out in this Agreement or in a
SOW;
Force Majeure Event means any of the following events which are unforeseen by,
beyond the control of and occurs without fault or negligence by the party prevented from
or delayed in performing the obligation:
Intellectual Property means all present and future rights conferred under statute,
common law or equity, title and interests in and to the patents, trademarks, service marks,
trade names, registered designs, copyrights, rights of privacy and publicity and other
forms of intellectual property, know-how, inventions, formulae, confidential or secret
processes, trade secrets, any other protected rights or assets and any licenses and
permissions in connection therewith, in each and any part of the world and whether or not
registered or registrable and for the full period thereof, and all extensions and renewals
thereof, and all applications for registration in connection with the foregoing and
“Intellectual Property Rights” shall mean all rights in respect of the Intellectual Property.
Loss means any loss including any liability, cost, expense (including legal costs on a full
indemnity basis), claim, proceeding, action, demand, penalties or damage and any costs
or expenses referable to time spent by a Representative of a party, involved in, or
preparing for any claim, proceeding, action or demand;
Receiving Party means a party to this Agreement that receives Confidential Information
from the other party to this Agreement;
Resource means the person provided by the Service Provider to the Company for the
purposes of providing Services under this Agreement;
Services means the services set out in this Agreement or in a Statement of Work;
Statement of Work (SOW) means a document setting out the details and specifications
of the services, fees and/ or such other and further details or terms as the Parties may
agree in relation to this Agreement;
Third Party Product means any third-party software, hardware or services used by either
party in connection with this Agreement.
Services
3.Workflow Development
4.Unit Testing
5.Bug Fixation
6.Infrastructure Setup
7.BOT Monitoring and Support
Each SOW shall be governed by the terms and conditions of this Agreement and may
specify:
Description of the Services and Deliverables;
Schedule of performance of the Services;
Fees and the schedule of payment
Other terms, as agreed.
Even where not explicitly specified, in the event of any conflict between the terms of this
Agreement and the SoW, the terms of the SoW shall control, if there is no possibility of a
harmonious construction.
Deliverables
Without foregoing the generality of the above provisions, for SOWs, where specific
Resources are engaged to work on the project, the Service Provider will provide the
Company with:
(A) Unless otherwise agreed in the SOW, monthly timesheets, in the format agreed
between the parties with details on time spent and tasks performed by every
Resource on the project.
(B) The Company shall raise any questions or objections to the Deliverables within 1
week of their submission.
Replacement
The Service Provider shall:
Upon notice from the Company in writing, for any reason (other than a reason
prohibited by applicable Laws), remove any Resource performing Services under
this Agreement within thirty (30) days of receiving such notice from the Company.
not replace or reassign any key Resource until the applicable Services are
completed, unless the Company consents to such reassignment or replacement;
or such Resource, voluntarily resigns from, or is dismissed by, the Service
Provider; fails to perform his or her duties and responsibilities under this
Agreement; or dies or is disabled.
maintain backup and replacement procedures for the Resources supplied under
this Agreement to assure an orderly succession and maintain continuity of the
Services.
ensure that any Resource replaced, removed under this clause shall provide
proper handover to ensure continuity of Services.
The Service Provider shall receive the Fees specified in a SOW issued
under this Agreement.
Unless otherwise agreed in the concerned SoW, the Service Provider shall
issue invoices to the Company, at the end of each calendar month provided
that the timesheets and deliverables for the relevant month are approved.
All invoices will be raised and received in INR only and shall be
accompanied by such documentation and contain such information as
required by the Company, unless otherwise agreed.
The Company shall pay the Fees to the Service Provider by electronic funds
transfer (or as otherwise agreed) within thirty (30) days of the receipt of the
invoice by the Company. The Company shall make the payment after
making deductions on account of withholding tax as per applicable laws.
The Fee is exclusive of GST, which shall be charged separately in the
invoice at the prevalent rate as per applicable law.
The Company may also reimburse the Service Provider for all reasonable
and appropriately substantiated out-of-pocket expenses incurred by
Service Provider or its Representative at the request of the Company, in
the course of rendering Services under this Agreement. All expenses must
be pre-approved in writing by Company and must be incurred in
compliance with the Company's policy/ directions.
The Service Provider represents and warrants that it has the necessary
knowledge, expertise, resources and full rights, legal capacity and
authority to enter into and perform the obligation under this Agreement,
and that all the work done and delivered hereunder will be in accordance
with all requirements and specification as provided in this Agreement or a
SOW and applicable laws, rules and regulations. The Service Provider
further represents and warrants that the performance of its obligations
under this Agreement will not violate any of its agreement with any third
party.
Obligations of confidence
Where a Receiving Party receives Confidential Information from the Disclosing Party
under this Agreement, the Receiving Party must:
keep the Confidential Information strictly confidential;
not use, disclose or reproduce the Confidential Information for any purpose other
than the purposes of this Agreement;
not, without the prior written consent of the Disclosing Party, disclose Confidential
Information to any person other than its Representatives who need the
information for the purposes of this Agreement, provided that they are bound by
the same or similar confidentiality obligations as contained in this Agreement; and
establish and maintain effective security measures to safeguard the Confidential
Information from unauthorised access, use, copying or disclosure.
Data Protection
The Receiving Party shall comply with the Digital Personal Protection Act, 2023, as
amended from time to time, and applicable rules made thereunder with respect to any
personal data, that it may obtain and/ or process under this Agreement and shall use the
personal data solely for the purposes of this Agreement.
Neither Party shall make the existence or terms of this Agreement public.
The Parties have also entered into an NDA dated 03.11.2022, the terms of which
shall apply additionally between them, and shall be deemed to be included herein
for all intents and purposes, as if fully set forth herein. Notwithstanding the
expiration of the NDA, the Service Provider shall remain bound by its terms
throughout the duration of this Agreement.
Intellectual Property
The Service Provider agrees that all the Developed Intellectual Property
during the term of this Agreement is wholly owned by and shall be the
sole property of the Company. The Service Provider or its Resource shall
not, directly or indirectly claim ownership of the Developed Intellectual
Property arising in connection with or under this Agreement, at any time
during or after the termination or expiration of this Agreement.
The Service Provider and its Resource shall cooperate with the Company
and assist it in obtaining any legal protection for the Developed
Intellectual Property developed under this Agreement for no additional
compensation.
As a precautionary measure, the Service Provider and its Resource
hereby transfers to the Company, all Intellectual Property Rights that
have arisen or are still arising from each of them or will arise under this
Agreement, individually or jointly, in each case in their person irrespective
of the applicable law, with effect from the time at which these rights arise
in each case, and the Company hereby accepts such transfers. The
transferred or granted rights in each case include in particular the right to
redesign, rework, duplicate, distribute, rent, publicly reproduce, make
available to the public, publish or otherwise to exploit such right. They
also include all as yet unknown forms of exploitation of the respective
Intellectual Property Rights.
This Agreement does not create in or transfer to any person, any
ownership, license, rights, or interest in the Confidential Information or
the pre-existing Intellectual Property of the Company.
The Service Provider is not allowed to, in any manner, use the logo,
brand name of the Company without the prior written approval of the
Company.
The Parties may also enter into an IP Agreement separately, the terms
of which shall apply additionally between them, and shall be deemed to
be included herein for all intents and purposes, as if fully set forth herein.
The Service Provider shall not, during the term of this Agreement and for a
period of 2 (two) years post termination or expiration of this Agreement,
develop any products, concepts, systems or techniques that are similar to
or compete with the products, concepts, systems or techniques
contemplated by or embodied in the Confidential Information provided by
the Company under this Agreement.
The Service Provider agrees that for the term of this Agreement and for a
period of 2 (two) years post termination or expiration of this Agreement, it
will not, without the Company’s prior written consent, directly or indirectly,
solicit or encourage or attempt to induce for employment or any other work
or commercial relationship, any of Company’s or its Affiliate’s employees,
clients/ customers or contractors.
The Service Provider shall not, either during the course of this Agreement
or any time after its termination or expiration, directly or indirectly
disparage the Company in any way, or make negative, derogatory,
defamatory, or untrue statements about the Company or its directors,
managers, officers, employees, affiliates, agents, or representatives.
Term
This Agreement will commence on the Commencement Date and remain in force for a
period of one (1) year, unless terminated in accordance with this Agreement. The
Agreement may be extended for such further period, and on such terms as the parties
may mutually agree in writing.
Termination
Either party may terminate this Agreement by written notice to the other:
Where the other party commits a breach of any term of this Agreement and (to
the extent that it can be remedied) fails to remedy that breach within a period of
30 days after being notified in writing to do so; or
By giving a written notice of not less than 60 days to the other Party, without
assigning any reason; or
The other party is the subject of an Insolvency Event.
The Company may terminate this Agreement or any Statement of Work immediately and
without prior notice if:
a. the Service Provider or any of the Resource is guilty of any serious misconduct;
Consequences
On the termination of this Agreement for any reason:
each party retains its accrued rights in respect of any breach by the other party;
and
unless disputed, the Company must pay the Fees and any costs incurred by the
Service Provider in connection with the Services provided up to the date of
termination.
Continuing obligations
Unless provided under this Agreement, any clauses which by their nature are intended to
survive the termination of this Agreement will remain in force after the termination of this
Agreement.
Remedies
The Service Provider agrees that the Company will suffer irreparable injury in
case of any breach of this Agreement by the Service Provider, and that the
Company shall be entitled to obtain injunctive relief against a threatened breach
or continuation of any such breach and, in the event of such breach, an award of
actual and exemplary damages from any court of competent jurisdiction, in
addition to any other remedy that the Company may have in law or equity.
Force Majeure
General
Notices
Any notice, demand, consent, approval, request or other communication (Notice) to be
given under this Agreement must be in writing and must be given to the recipient at its
Relationship
Nothing contained or implied in this Agreement constitutes a party as a partner, agent or
legal representative of the other party for any purpose, or creates any partnership,
employment, agency or trust. Neither party has the authority to bind the other party in any
way.
Severability
Although the restrictions, covenants contained in this Agreement are considered by the
parties to be reasonable and valid, if any such restriction, covenant is found by a court of
competent jurisdiction to be unenforceable, such provision will be modified, rewritten or
interpreted to include as much of its nature and scope as will render it enforceable. If it
cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not
be given effect, and the remainder of the Agreement will be enforced as if such provision
was not included.
Assignment
Except as otherwise agreed in writing, the Service Provider shall not sell, assign, or
delegate any rights or obligations under this Agreement. Upon prior written notice to
Service Provider, the Company may assign its rights to any Affiliate of the Company,
provided that such affiliate agrees in writing to assume all rights and responsibilities of
the Company hereunder.
Waiver
A party’s failure to exercise a power or right does not operate as a waiver of that power
or right.
Variation
An amendment or variation to this Agreement is not effective unless it is in writing and
signed by the parties.
Entire Agreement
This Agreement constitutes the entire agreement between the parties in respect of the
Services, and supersedes all prior agreements, representations, negotiations and
correspondence. There are no collateral agreements to this Agreement other than the
SOWs issued hereunder.
Sharmil Parikh
Name of authorised officer Signature of authorised officer
Managing Director
Position of authorised officer
Amit Sangale
Name of authorised officer Signature of authorised officer