Consultancy Agreement

CONSULTANCY AGREEMENT

This Consulting Agreement ("Agreement") is made effective on ________ ("Effective Date") at Andaman and Nicobar Islands

BY AND BETWEEN

________, ("Client") with its principal office located at ________, ________, Andaman and Nicobar Islands - ________ IN (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include their successors in business, assigns, executors and administrators)

AND

________ ("Consultant"), with its principal office located at ________, ________, Andaman and Nicobar Islands - ________ IN (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include their successors in business, assigns, executors and administrators)

WHEREAS, the Client is engaged in the following business: ________.

WHEREAS, the Consultant is specialized in the following area: ________.

WHEREAS, the Client desires to engage the Consultant to provide certain services in the area of Consultant's expertise and Consultant is willing to provide such services to the Client.

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

1. SCOPE OF SERVICE

The Consultant shall provide the Client with consulting services as mutually agreed upon and described under this Agreement. All the consulting services to be provided hereunder shall be referred to as "Services". The Consultant shall perform the Services and carry out its obligations hereunder with all due diligence, efficiency and economy, in accordance with generally accepted professional standards and practices, and shall observe sound management practices. The Consultant agrees to act as a faithful adviser to the Client, and at all times support and safeguard the Client's legitimate interests in any dealings with the third parties.

The detailed SoW (Scope of Work) is as follows:

________

The parties contemplate that it may be desirable to make changes to the SOW. Before performing any work associated with any such change, a written change order shall set forth the necessary revisions to the existing SOW's and parties shall agree in writing that such work constitutes a change from the original SOW, as amended and that they further agree to the change provisions outlined in the change order. Each change order shall be numbered serially and executed by the Consultant and the Client.

The Client and Consultant shall review the status of the services, SoW, invoices and estimates as defined in the SoW at regular intervals, but not less than Weekly.

2. FACILITIES

The Client shall provide the following facilities to Consultant for the duration of this Agreement to provide the aforementioned services:

________

3. PAYMENT

The Fee for the aforementioned Services to be paid by the Client to the Consultant shall be as follows:

The Consultant will be paid a lump sum amount for the completion of the Services as envisaged under the SoW. The total fee to be paid by the Client to the Consultant shall be Rs ________ (________).

The Consultant shall be entitled to invoice the Client at the following time interval: Weekly.

The Client upon request receipt of the invoice shall make prompt and immediate payment by the following method: ________. Such payment shall be made within ________ business days after the receipt of the invoice.

4. RETAINER

The Client shall be responsible to pay to the Consultant a retainer for Services. The amount of retainer shall be Rs ________/- (________). The retainer fee shall be payable in advance and due and payable upon the signing of this Agreement and is not refundable.

5. TAXES AND DUTIES

Unless otherwise specified in the Agreement, the Consultant shall pay all such taxes, duties, fees and other impositions as may be levied under the applicable laws and the Client shall perform such duties in regard to the deduction of such taxes as may be lawfully imposed on it.

6. LOCATION

The Consultant can choose the location of the Service which is appropriate and comfortable for the Consultant to provide the aforementioned Services. But as the situation may arise the Client can specify such location as mutually agreed by both the parties.

7. EXPENSES

The Consultant shall assume responsibility and pay for all reasonable expenses necessary to effectively provide its Services under this Agreement. If the Client agrees to pay for any expenses, such expenses shall first be approved by the Client or such authorized person of the Client.

8. REPORTS

The Consultant has to submit a periodic report about the status of the work to the Client on the following intervals: Daily.

9. TIMELINE/MILESTONES

Time is of the essence in the performance of the Service and the Consultant agrees to complete the work within the following period:

________

10. TERMS OF ADDITIONAL SERVICES

Prior to starting any additional Services, the Consultant shall first obtain written authorization and consent from the Client.

11. PROPRIETARY RIGHTS

The Consultant agrees that the work products or Services from the Service provided to Client shall be owned by the Client as may be appropriate. Nothing contained in this clause prohibits Consultant in any manner from utilizing his knowledge and experience of general nature acquired in the performance of Service of Client.

12. CONFIDENTIALITY

Both the parties agree that by reason of business relationship, either party had or may have access to the confidential information of the other party, including personal information, payroll information, financial statements, budget statements, strategic plans and strategies, pricing and cost information and other information developed or obtained by the disclosing party that is not generally available to the industry in which the disclosing party competes ("Confidential Information"). Both the parties agree that after entering into this agreement, he/ she will not directly or indirectly use or divulge such confidential information for any reason and agrees to return or destroy as advised by the disclosing party within a reasonable time. These obligations are in addition to any obligations the receiving party has under the state or central laws. The receiving party also agrees that all the confidential information shall remain the exclusive property of the owner. Receiving party recognises and acknowledges that the confidential and trade secret information is a valuable and unique asset of the disclosing party, and receiving party to maintain the confidentiality of the trade secrets and not to disclose it, in whole or in part, to any person, firm, corporation or other entity for any reason.

13. COVENANT NOT TO COMPETE

Consultant hereby covenants and agrees that the Consultant will not, without the prior written consent of the Client, directly or indirectly, whether individually or through any entity controlled by Consultant during the term of the business relationship and for the following period from the date of termination: ________, or such maximum period fixed under the applicable laws of the country, for any reason, directly or indirectly, on his own behalf or in the service or on behalf of others, whether or not for compensation, engage in any business activity, or have any interest in any person, firm, corporation or business, through a subsidiary or parent entity or other entity (whether as a shareholder, agent, security holder, partner, Consultant, the creditor to establish or operate any such business, partnership or otherwise) which is competitive with the then-existing business of the Client. For the purposes of this Agreement, a "Competitive Business" is a business that derives 10% or more of its revenue from the market in which the Client provides products and/or services as of the date the relationship is terminated.

Specifically, the restricted area under this clause will be as follows:

________

14. COVENANT NOT TO SOLICIT

During the term of the business relationship and for the following period from the date of termination: ________, the Consultant shall not for his or her benefit, or for the benefit of any other person, professional association, partnership or corporation, (a) call upon, accept business from, or solicit the business of any person who is or who had been at any time during the preceding twelve months, a customer or supplier of the Client, (b) interfere with the business relationship between the Client and any of its customers, suppliers or others with whom they have business relationships (c) recruit or otherwise solicit or induce, or enter into or participate in any plan or arrangement to cause, any person who is an employee of, or otherwise performing services for, the Client to terminate his/her employment or other relationship with the Client, or hire any person who has left the employment of or ceased providing services to the Client during the preceding twelve months.

15. RELATIONSHIP

The Consultant and Consultant Personnel, if any shall, at all times, remain independent contractors and nothing in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

16. TERMS AND TERMINATION

The Consultancy Service will start on ________ and will continue till the Consultant completes the project as stipulated under the SoW.

If the Consultant materially defaults in the performance of any of its duties and obligations hereunder, and such default cannot be substantially cured within ________ business days or such breach by its nature is incapable of being cured in such a period, then the Client may, upon written notice to the Consultant, terminate this agreement and/or SoW as of the date specified in such notice.

Either party may terminate this Agreement for cause by providing the other party written notice if the other party: (i) is in material breach of this Agreement and has failed to cure such breach within 7 days after its receipt of written notice of such breach provided by the non-breaching party; (ii) engages in any unlawful business practice related to that party's performance under the Agreement; (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, or appoints creditors, receivers or trustees. The parties shall be given notice of 15 days prior to the termination.

In the event of termination, the Consultant shall immediately stop work on the terminated SoW and agrees to protect any property of the Client including Intellectual Properties, which is in the possession of the Consultant. Consultant shall return all documentation, equipment or other materials provided by the Client during the term of the SoW, within a reasonable period and location as specified by the Client.

Both the parties agree that, once the aforementioned duration of this agreement is over, the agreement can be extended to such period as mutually agreed in writing.

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19. MODIFICATION 82 AGREEMENT

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20. NO WAIVER

The failure of any party hereto to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof or the right of either party to enforce each and every provision in accordance with its terms.

21. HEADINGS

The headings in this Agreement are included for the convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

22. INTERPRETATION

The parties acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties and not in favour or against either party.

23. DISPUTES

Both the parties do hereby agree that any dispute arising out of or in relation to this agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/ or any statutory modification or re-enactment thereof for the time being in force. The single Arbitrator shall be appointed mutually by the parties. Each party shall pay their own costs and fees of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands.

The Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.

24. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.

25. ENTIRE AGREEMENT

Both the parties represent and agree that they have read this Agreement, understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the parties.

IN WITNESS WHEREOF, the parties hereto have executed this agreement on ________.

________ (Client)

Name: _____________________________

Designation: ________________________

Date: _____________________________

__________________________________

Signature

________ (Consultant)

Name: _____________________________

Designation: ________________________

Date: _____________________________

__________________________________

Signature

WITNESS-1

Name: _____________________________

Address: ___________________________

___________________________________

___________________________________

Signature

WITNESS-2

Name: _____________________________

Address: ___________________________

___________________________________

___________________________________

Signature