Format of An Outsourcing Agreement
Format of An Outsourcing Agreement
Format of An Outsourcing Agreement
RECITALS
WHEREAS, Botanical Survey of India, manages all the functions related to the maintenance
and plant breeding and provides advisory services like Identification of Plant Species , Supply of
Plant Materials, Supply of Information, Field Work, Training through the Indian Botanic Garden,
Howrah;
Integrated Garden Management Systems has agreed to provide the outsourcing services
described in this Agreement on the terms and conditions set forth in this Agreement.
1. DEFINITIONS: The following defined terms used in this Agreement shall have the
meanings specified below:
1.1. Agreement shall mean this Outsourcing Services Agreement
1.2. BSI Agents shall mean the employees, subcontractors and representatives of BSI, other
than IGMS and IGMS Agents.
1.3. BSI Data shall mean all data, information or programs accessed by IGMS or IGMS
Agents at the Indian Botanic Garden, or otherwise submitted to IGMS or IGMS Agents
by or on behalf of BSI in connection with the provision of the Services.
1.4. BSI Intellectual Property shall mean the Intellectual Property accessed or used by IGMS
or IGMS Agents in connection with the provision of the Services that is (a) owned,
acquired or developed by Indian Botanic Garden or (b) licensed by Indian Botanic
Garden from a third party.
1.5. Business Days shall mean the days, on which Indian Botanic Garden is open for business
in the India, Monday to Friday, during the hours of operation—9:00 am to 5:00 pm PST,
excluding Indian Botanic Garden holidays.
1.6. Confidential Information of the Parties shall mean all information and documentation of
each Party, respectively, whether disclosed to or accessed by the other in connection
with this Agreement
1.7. Consents shall mean all licenses, consents, authorizations and approvals that are
necessary to allow Integrated Garden Management Systems during the Term and
Termination Assistance Period to perform the Services as per the terms of this
Agreement.
1.8. Controversy shall mean a dispute, claim or question arising out of or relating to this
Agreement, including its interpretation, performance or non-performance, termination or
breach.
1.9. Effective Date shall mean April 1, 2009.
1.10. Fees shall mean the fees for the Services set forth in Schedule A.
1.11. Extension Period shall have the meaning set forth in section 2.2.
2. TERM.
2.1. Initial term: The inital term of this Agreement shall commence on the Effective Date
April 1, 2009 and continue for a period of three (3) years, or such earlier date upon
which this Agreement may be terminated pursuant to Article 14.
2.2. Renewal and Extension: Unless this Agreement is terminated earlier pursuant to
Article 14, BSI shall notify IGMS at least ninety (90) days prior to expiration of the
Initial Term ("Initial Term Expiration Date) as to whether BSI desires to renew this
Agreement. If BSI provides IGMS with notice that it does not desire to renew this
Agreement, this Agreement shall expire on the Initial Term Expiration Date. If BSI
provides IGMS with notice that it desires to renew this Agreement, but BSI and IGMS
are unable to agree on the terms and conditions applicable to the renewal by the
3. Services.
3.1. Generally. Commencing on the Effective Date and continuing throughout the Term,
IGMS shall be responsible for providing to BSI: (a) the Services in accordance with the
terms of this Agreement, and (b) any incidental services, functions and responsibilities
not specifically described in this Agreement, but which are required for the performance
and delivery of the Services.
3.2. Volume Increases/Decreases. IGMS shall increase or decrease the amount of the
Services according to BSI's request for the Services. IGMS shall be obligated to provide
the Services at the volumes requested by BSI at the fees set forth in Exhibit B.
3.3. Training. IGMS shall provide regular training necessary to ensure that the IGMS
Program Staff understands the requirements of Exhibit A.
3.4. Reports. IGMS shall provide to BSI, in a form acceptable to BSI, the reports of types
and volume of services provide and such other reports as BSI may request from time to
time.
6. Proprietary Rights.
6.1. BSI’s Intellectual Property. BSI hereby grants to IGMS a nonexclusive,
nontransferable, limited right to access and use, to the extent permissible under the
applicable third-party agreements, the BSI Intellectual Property, solely for the purpose of
performing the Services. IGMS may, to the extent permissible under the applicable
third-party agreements, permit IGMS Agents, in accordance with this Agreement, the
right to have access to and use the BSI’s Intellectual Property solely to provide those
Services that such IGMS Agents are responsible for providing and as may otherwise be
agreed to by the Parties.
6.2. IGMS’s Intellectual Property. IGMS shall not use any IGMS Intellectual Property for
the performance of the Services except as approved by BSI in writing.
6.3. New Intellectual Property. BSI shall own New Intellectual Property. BSI shall have all
right, title and interest, including worldwide ownership of copyright and patent, in and to
the New Intellectual Property and all copies made from it. IGMS hereby irrevocably
assigns, transfers and conveys, and shall cause its employees and IGMS Agents to
assign, transfer and convey, to BSI without further consideration all of its and their right,
title and interest in and to such New Intellectual Property, including all rights of patent,
copyright, trade secret or other proprietary rights in such materials free and clear of all
liens, encumbrances and other security interests. IGMS acknowledges, and shall cause
its employees and IGMS Agents to acknowledge, that BSI and the successors and
permitted assigns of BSI shall have the right to obtain and hold in their own name any
intellectual property rights in and to such New Intellectual Property, if any. IGMS agrees
to execute, and shall cause its employees and IGMS Agents to execute, any documents
or take any other actions as may reasonably be necessary, or as BSI may reasonably
request, to perfect BSI's ownership of any such New Intellectual Property.
6.5. Use of BSI’s or Indian Botanic Garden’s Name. IGMS shall not, in the course of
performance of this Agreement or thereafter, use BSI’s or Indian Botanic Garden’s
names in any advertising, promotional or promotional material or represent that BSI is a
client of IGMS without BSI’s approval. Any public announcement regarding the Parties'
relationship and the nature of this Agreement shall be coordinated between the Parties
and shall be in a form agreed upon by the Parties.
7. Consents.
IGMS Licenses and Permits. IGMS shall obtain, maintain and keep current, at IGMS’s
expense, all Consents and Governmental Approvals. Upon IGMS’s request, BSI shall use its
reasonable best efforts to cooperate with and assist IGMS in obtaining any such
Governmental Approvals, to the extent reasonably possible.
8. Force Majure.
8.1. Force Majeure. If and to the extent that a Party's (an "Affected Party") performance of
any of its obligations pursuant to this Agreement is prevented, hindered or delayed
directly or indirectly by the other Party or by fire, flood, earthquake, elements of nature
(subject to the following sentence) or acts of God or any other similar cause beyond the
reasonable foreseeable control of the Affected Party or a labor strike (each, a "Force
Majeure Event"), and such non-performance, hindrance or delay could not have been
prevented by reasonable precautions, then the Affected Party shall be excused for such
hindrance, delay or non-performance, as applicable, of those obligations affected by the
Force Majeure Event for as long as such Force Majeure Event continues and the
8.2. Alternate Source. If and for so long as any Force Majeure Event prevents, hinders or
delays performance of any Service, BSI may procure part or all of the Services from an
alternate source (and BSI shall be responsible for the fees as set forth in Article 7.3).
8.3. No Payment for Unperformed Services. Nothing in this Article 15 shall limit BSI’s
obligation to pay any charges due IGMS under this Agreement; provided, however, that
if IGMS fails to provide the Services in accordance with this Agreement due to the
occurrence of a Force Majeure Event, the Fees shall be adjusted in a manner such that
BSI is not responsible for the payment of any Fees (or other charges) for Services that
IGMS fails to provide.
9. Fees.
9.1. Designated Fees. In consideration of IGMS providing the Services, BSI shall pay, or
make available, to IGMS the Fees in accordance with Schedule A.
9.2. Adjustments to Fees. All Fees shall remain in full force and effect for the Term and the
Termination Assistance Period, except as expressly set forth in this Agreement.
9.3. Rights of Set-Off. With respect to any amount that (i) should be reimbursed to BSI, or
(ii) is otherwise payable to BSI pursuant to this Agreement, BSI may upon notice to
12. Confidentiality.
12.1. General Obligations. The recipient Party shall hold all Confidential Information
relating to or obtained by the disclosing Party in strict confidence. Except as permitted
14. Termination.
14.1. Termination for Convenience. BSI may terminate this Agreement, in whole or in part,
for convenience (i) upon 90 days written notice during the Initial Period, or (ii) upon
written notice at any time thereafter by giving IGMS notice of the termination at least
one hundred and eighty (180) days prior to the termination date specified in the notice.
IGMS may terminate this Agreement, in whole or in part, for convenience (i) upon
90 days written notice during the Initial Period, or (ii) upon written notice at time
thereafter by giving BSI notice of the termination at least one hundred and eighty
(180) days prior to the termination date specified in the notice.
14.2. Termination for Change in Control of IGMS. In the event of: (1) a Change in Control
of IGMS that in BSI’s reasonable judgment would materially adversely affect the quality
15. Indemnities.
15.1. Indemnity by BSI. BSI shall indemnify IGMS from, and defend and hold IGMS
harmless from and against, any Losses suffered, incurred or sustained by IGMS or to
which IGMS becomes subject, resulting from or arising out of any third party claim:
(a) that BSI has breached a representation or warranty as forth in section 12.1; or
(b) relating to personal injury (including death) or property loss or damage resulting
from the gross negligence of BSI’s employees at the IGMS Service Location; or
Name: By:
TABLE OF SCHEDULE
SCHEDULE A.
3. Supply of Information
(a) Distributional aspects from literature & herbarium - Rs. 100/- per plant
(b) Literature per reference - Rs. 15/- + Xeroxing charges
(c) Supply of material for research
i. Dry - Rs. 100/-+ cost of collection
ii. Pickled - Rs. 150/- + cost of collection
4. Field Work
Cost of transportation, boarding/lodging charges + materials + Rs. 500/- per day and Rs.
200/- for part of the day.
(Double charges for commercial organisations and NGOs)
5. Training
Floristic and Taxonomic studies: The taxonomic studies so far conducted by the Survey for the
preparation of National/State/District Floras, fragile ecosystems and revisionary studies on
families/genera/tribes
Exploration of Plant Resources: The present exploration status of country’s plant resources as
a result of intensive and extensive surveys
Inventorisation of Endangered Plant Species: Based on the survey and exploration as well as
herbarium and literature studies, about 1500 species of flowering plants and few hundreds of
Pteridophytes, Bryophytes, Lichens and Fungi have been identified as threatened. After careful
and critical evaluation of their status and threat perceptions, the Survey has compiled Data
Sheets on 1182 species, 708 of which have already been published as Red Data Book of Indian
Plants: volume 1 – 3 (vol. 4 & 5 are in press).
Fragile Ecosystems:
Protected Areas
Ethnobotanical Studies
Geobotanical Studies
National Database
Miscellaneous studies
Vidya Bhaskar Singh Nandiyal Page 17
Publications
Advisory Services:
8. Supply of Information
9. Field Work
10. Training