Subcontractor Master Agreement

Date: 23/08/ 2018

This Agreement is made and entered into as of the 1st day of September 2018, (effective date) by
and between

Softenger India Private Limited (“the Company”) a company incorporated under The Companies Act
1956, India, having its corporate office at Ground Floor, Nextgen Avenue, Bahiratwadi, S.No. 103,
Senapati Bapat Road, Pune 411016(Party of the First Part)

AND

iJanta Global Services a company/ (PROFESSION OF FREELANCER) , having its corporate

office at 428 A Orbit Plaza Crossings Republik, Ghaziabad, Uttar Pradesh, India (for
company)/having principle place of business at……………..................................................... (for
Independent supplier/professional[Supplier/Freelancer]. Herein after referred to as
[subcontractor/Supplier] (Party of the second part)

1. PURPOSE, SCOPE AND APPLICABILITY.

1.1 Company and SUBCONTRACTOR enter into this AGREEMENT with the intent and
understanding that it will serve as a master agreement for all projects for which
Company may engage SUBCONTRACTOR. For each project on which Company
actually engages SUBCONTRACTOR, a WORK AUTHORIZATION FORM attached in
Annexure C of this Agreement, detailing the scope of work, price, and schedule along
with any other project specific information will be executed by both parties.

1.2 Subcontractor Services: The Subcontractor agrees to provide certain consulting

services to Softenger by qualified resources (“Consultancy Services”), as described in
the Annexure D of this Agreement. Procurement of Consulting Services from

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 Subcontractor will be made by placement of purchase order ("PO"). Each PO will
reference this Agreement and incorporate this Agreement's terms and conditions.
Following their execution by both parties, this Agreement and each Order will
constitute the entire Agreement between Softenger and Subcontractor relating to
that particular PO. However, in case of any inconsistency or contradiction between
the provisions of this Agreement and the provisions of a PO, such provisions of the
PO will prevail, but only as to the subject matter of such inconsistency and such PO.

1.3 This Agreement will be enforceable for any project for which a WORK
AUTHORIZATION relates and are incorporated by reference in the WORK
AUTHORIZATION governed by this Agreement without any further act or reference,
and SUBCONTRACTOR acknowledges and agrees that the work performed by it will
be performed in accordance with this Agreement. This Agreement include, but are
not limited to the specifications, plans and other relevant documents for the project,
including the contract between OWNER (if any different owner of any information or
any material, process, system or any other essentials, is there) and The Company (the
“PRIME CONTRACT”) and any other documents enumerated therein, including
conditions of the contract (general, supplementary and other conditions), drawings,
specifications, manuals, supplements, schedules, addenda, bulletins, RFI responses,
and modifications issued subsequent to the execution of the PRIME CONTRACT,
whether before or after the execution of this AGREEMENT (collectively, the
"CONTRACT DOCUMENTS"). In the event of any actual conflict, inconsistency or
ambiguity between the terms and provisions of the WORK AUTHORIZATION FORM,
and the terms of this AGREEMENT or the CONTRACT DOCUMENTS, this Agreement
shall take precedence. However, wherever possible the documents together, will be
construed to avoid such a conflict.
1.4 a) The term "days" shall mean business days from Monday to Saturday unless
otherwise specifically designated.
b) The term "Agreement cost/Agreement Price" shall mean the price for completion
of all of SUBCONTRACTOR's work with regard to a particular project for which a
WORK AUTHORIZATION/PO has been issued.

2. Duties of subcontractor:
The subcontractor will perform the duties based on scope of work shared for the consultancy
services, to be provided. This will be discussed and agreed on a case to case basis and SOW
will be released for each such PO. Responsibilities (SOW) of the supplier will be detailed is
attached as Annexure A. Subcontractor shall take all measures to protect the confidentiality,
integrity of the policies regarding information security, risk assessment etc.

3. TERM:
This engagement shall commence upon execution of this Agreement (effective date) and
shall continue in full force and effect for a period of 3 months from 1st September to 30th
November. At the end of the term, there will not be any automatic renewal of this contract.

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 Renewal can be done by written consent of both the Parties and after signing such
agreement.

4. SERVICE CHARGES:
Service charges will be discussed and agreed upon during finalization of scope of work and
will be mentioned in the SOW. It will be effective after signing of the said SOW/Agreement
by both the parties. Service charges or Compensation for performing the activities as per the
responsibilities agreed upon are defined in Annexure B.

5. Payment Terms:
Timesheet/Man-days approved by the manager from the Company should be attached with
the invoice. Such Service Charges shall be payable within 7 days from the date of receipt of
Supplier’s monthly invoice for services rendered supported by reasonable documentation
unless if any specific payment period mentioned in the WO released with SOW.

6. Expenses:
During the term of this Agreement, the subcontractor shall bill and the Company shall
reimburse him/her for all reasonable and approved out-of-pocket expenses that are incurred
in connection with the performance of the duties hereunder.

7. Written Reports:
The Company may request that project plans, progress reports, and a final results report be
provided by the Subcontractor for consultancy services on a periodic basis. The said periodic
intervals/any milestone can be decided after Subcontractor review all the details of the
Company’s requirement. Exact period will be mentioned in SOW.

8. Inventions:
Any and all inventions, discoveries, developments, and innovations conceived by the
Subcontractor during this engagement relative to the duties and scope of this Agreement
shall be the exclusive property of the Company, and the Subcontractor hereby assigns all
right, title, and interest in the same to the Company. Any and all inventions, discoveries,
developments and innovations conceived by the Supplier prior to the term of this
Agreement and utilized by him/her in rendering duties/service to the Company are hereby
licensed to the Company for use in its operations and for an infinite duration. This license is
nonexclusive and may be assigned without the Subcontractor’s prior written approval by
the Company to a wholly owned subsidiary of the Company.

9. Confidentiality:
The Subcontractor acknowledges that during the engagement he/she will have access to and
become acquainted with various trade secrets, inventions, innovations, processes,
information, records, and specifications, design, drawings, systems, methods, policies etc.

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 owned or licensed by the Company and/or used by the Company in connection with the
operation of its business including, without limitation, to the Company’s business and
product processes, methods, customer lists, accounts, and procedures.

The Subcontractor agrees that he/she will not disclose any of the aforesaid, directly or
indirectly, or use any of them in any manner, either during the term of this Agreement or at
any time thereafter, except as required in the course of this engagement with the Company.

All files, records, documents, blueprints, specifications, information, letters, notes, media
lists, original artwork/creative, notebooks, and similar items relating to the business of the
Company, whether prepared by the Supplier or otherwise coming into his/her possession,
shall remain the exclusive property of the Company.

The Subcontractor shall not retain any copies of the foregoing without the Company’s prior
written permission. Upon the expiration or earlier termination of this Agreement, or
whenever requested by the Company, the Subcontractor shall immediately deliver to the
Company all such files, records, documents, specifications, information, and other items in
his/her possession or under his/her control, WITHIN TWO BUSINESS DAYS.

The Subcontractor further agrees that he/she will not disclose his/her retention as an
independent supplier /SUBCONTRACTOR or the terms of this Agreement to any person
without the prior written consent of the Company and shall at all times preserve the
confidential nature of his/her relationship to the Company and of the services hereunder.

Subcontractor hereby agrees that, he/she/it will not disclose any of the propriety
information of the Company or any information related to Company’s intellectual property
(Patent, trademark, copyright, designs, know-how etc.) or any information related to other
commercial rights or property, process or any such essentials.

Subcontractor hereby agrees to co-operate in exercising the required safety and security
measures that has been established be the Company, to safeguard its confidential
information as well as the Company assets.

It is agreed between the Parties that, both parties will destroy/distruct all the data,
information, or material shared during the said agreement period with each other, after
termination/expiration of the said Agreement. This information/material can be in
electronic, digital or print form or any other form; it can be shared through e-mail, printed
matter, through video-call, audio call, personal communication or in any other form. After
the termination/expiration of the Agreement, both parties will provide confirmation to the
other party, through e-mail (authorized e-mail ID mentioned in clause 23) and also with the
seal and signature on confirmation on paper and also through the audio-video/audio-visual
call with the other party; regarding such data destruction, During the said Agreement

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 period or even after that, both parties will take all such precautions regarding the
confidentiality of the information gained/known from the other party.

10. Exceptions:
The confidentiality obligations hereunder shall not apply to Confidential Information which
The obligations of confidentiality assumed by the Parties pursuant to this Agreement shall
not apply to the extent the either Party can demonstrate, by clear and convincing evidence,
that such information: (i) is part of the public domain without any breach of this Agreement
by the said Party; (ii) is or becomes generally known to companies engaged in the same or
similar businesses as the parties hereto on a non-confidential basis, through no wrongful act
of the said Party; (iii) was known by the Party prior to disclosure hereunder without any
obligation to keep it confidential; (iv) was disclosed to it by a third party which, to the best
of the other Party’s knowledge, is not required to maintain its confidentiality; (v) was
independently developed by the other Party; or (vi) is the subject of a written agreement
whereby the aggrieved Party consents to the disclosure of such Confidential Information by
the other Party on a non-confidential basis.

11. NO LICENSES
The parties acknowledge and agree that as between the Parties, the Company is and shall
remain the owner of all proprietary and intellectual property rights in and to the Confidential
Information. No license or conveyance of any rights to the Subcontractor, of any patent,
copyright, trade secret or trademark, nor any other proprietary or intellectual property right,
is granted or implied by any disclosure of the Company’s Confidential Information
hereunder; provided, however, that the Subcontractor may use the Confidential Information
received pursuant to this Agreement for the limited purposes set forth in this Agreement.

12. INFRINGEMENT

If during the existence of this agreement any right, intellectual property right, shall be
infringed by any third Party, the Company may, at its own cost and expense, take such legal
action as may be required to restrain such infringement or to seek damages there for.
Company shall not be liable to the Supplier/subcontractor for its failure to take such legal
steps. Solely, the Company only will have the exclusive right over any monetary damages or
any other form of damages recovered for an infringement or otherwise. If such an
infringement is caused in any way due to the supplier/subcontractor, then, such legal action
will be initiated and processed at Supplier/ subcontractor’s expense.

13. DISCLAIMER OF WARRANTIES

None of the Confidential Information that may be disclosed shall constitute any
representation, warranty, assurance, guarantee or inducement by either party to the other

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 of any kind, including with respect to the non-infringement of intellectual property or other
rights of either party or of third parties. The Company disclaims any and all liability that may
be based on the Confidential Information (including any errors or omissions with respect
thereto).

14. REPRESENTATIONS AND WARRANTIES

The subcontractor represents that he/she/it will work as per the agreed terms of this
Agreement. The subcontractor shall hold harmless and indemnify the Company from any
damage sustained by reason of any violations of any rights due to its work; provided,
however, that the Company shall, with all reasonable promptness notify the Subcontractor
of any claim or suit which may involve the warranties of the Subcontractor hereunder; and
the Company agrees to cooperate in the defense thereof. If any discrepancy or issues of
legal, moral, nature or in any form, occurs, regarding any reference or anything mentioned in
the subcontractor’s work, he/she/it will be solely liable for that.

15. Indemnity:
The subcontractor agrees to indemnify the Company against any and all losses, damages,
claims, or expenses incurred or suffered by the Company as a result of subcontractor’s
breach of this Agreement.

16. Cap on liability:

Without prejudice to anything contained in this agreement/otherwise, no parties’ liability
under this contract, whether in contract, warranty, failure of a remedy to achieve its
essential purpose or any other legal or equitable theory, will not exceed Rs. PO Value (in
words) except for (i) personal injury for which either party is found responsible; (ii) any
breach of this agreement, (iii) breach of confidentiality obligations hereunder.

17. Cap on Damages:

In no event, The Company, it’s affiliates, employees, directors, agents, service provider, any
officers, shall be liable for any indirect, direct, special, incidental, consequential, exemplary
or Punitive damages, arising from or directly or indirectly related to the use of or inability to
use, any of its data or any content, process or anything agreed, which the supplier has access
to including, without limitation to loss of revenue, or anticipated profits or loss of business,
loss of supplier’s data or any other essentials, cost of substitute service. In no event the total
liability of the Company for any damages, loss, causes of action whether in contract or tort, if
awarded by Court of law, will not exceed Rs. PO Value.

18. No Export:
Each party agrees that it will ensure that Confidential Information received hereunder or any
materials derived from it are not disclosed or communicated to any individual or entity in

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 any country to which the export of such information is prohibited by export laws or
regulations.

19. Anti-Corruption and Anti Bribery:

The Subcontractor will be compliant with US Foreign corrupt practices act and UK Anti
Bribery Act, and every relevant Act and regulations in India. The Subcontractor or its
employee or representative will not give, pay, promise, offer, or authorize the payment,
directly or indirectly or through a third party, on behalf of Softenger. Active bribery (e.g.
offering, promising or giving of a bribe), passive bribery (e.g. requesting, agreeing to receive
or accepting of a bribe) and failure to prevent bribery, shall result in immediate termination
of the contract. Subsequently legal action will be taken against the Subcontractor
In case the Subcontractor encounters or observes a condition that violates the policy stated
above, he should immediately write to [email protected] and escalate the
situation to their VMU contact. Supplier should not try to solve anti-corruption and anti-
bribery problems on their own.

20. Conflicts of Interest; Non-hire Provision:

During the term of this agreement, the Subcontractor shall devote as much of his/her
productive time, energy, and abilities to the performance of his/her duties hereunder as is
necessary to perform the required duties in a timely and productive manner. For a period of
six months following any termination, the Supplier shall not, directly or indirectly, hire,
solicit, or encourage to leave the Company’s employment, any employee, supplier, or
supplier of the Company or hire any such employee, supplier, or supplier who has left the
Company’s employment or contractual engagement within six months of such employment
or engagement without the prior written consent of the Company. i.e. absconded
employee, or such supplier.

21. Right to Injunction: The parties hereto acknowledge that the services to be rendered by the
Supplier under this Agreement and the rights and privileges granted to the Company under
the Agreement are of a special, unique, unusual, and extraordinary character which gives
them a peculiar value, the loss of which cannot be reasonably or adequately compensated
by damages in any action at law, and the breach by the Subcontractor of any of the
provisions of this Agreement will cause the Company irreparable injury and damage.
The Subcontractor expressly agrees that the Company shall be entitled to injunctive and
other equitable relief in the event of, or to prevent, a breach of any provision of this
Agreement by the Subcontractor. Resort to such equitable relief, however, shall not be
construed to be a waiver of any other rights or remedies that the Company may have for
damages or otherwise.
The various rights and remedies of the Company under this Agreement or otherwise shall
be construed to be cumulative, and no one of them shall be exclusive of any other or of
any right or remedy allowed by law.

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 22. Merger: The merger or consolidation of the Company into or with any other entity shall not
terminate this Agreement.

23. Termination: Either party may terminate this Agreement at any time by 30 business day’s
written notice to the other party. In addition, if the Supplier is convicted of any crime or
offense, fails or refuses to comply with the written policies or reasonable directive of the
Company, is guilty of serious misconduct in connection with performance hereunder, or
materially breaches provisions of this Agreement, the Company at any time may terminate
the engagement of the Supplier immediately and without prior written notice to the Supplier.
Written notice can be served by email, speed post/registered A.D. The E-mail communication
will be done at: For Company…………………………………. For sub-contractor [email protected]
Postal address is mentioned in the signature clause below of this Agreement.

24. Independent Supplier/subcontractor: This Agreement shall not render the Supplier an
employee, partner, agent of, or joint venture with the Company for any purpose. The Supplier is
and will remain an independent supplier in his/her relationship to the Company.

The Supplier shall have no claim against the Company hereunder or otherwise for vacation pay,
sick leave, retirement benefits, social security, worker’s compensation, health or disability
benefits, employment insurance benefits, or employee benefits of any kind.

25. Successors and Assigns: All of the provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, if any, successors, and
assigns.

26. Governing Law: This Agreement shall be governed by and construed in accordance with the
laws of India

27. Jurisdiction:
The parties hereto irrevocably consent to the jurisdiction of the courts under District Court,
Pune/competent authorities at Pune, Maharashtra, India in connection with any dispute
based on or arising out of or in connection with this Agreement.

28. Territory:

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 This Agreement is enforceable and binding on both the Parties, in India and in any country.
This Agreement and it’s terms will be binding on both the parties even if there is any change
of their location for corporate office functions or otherwise, irrespective of any country or
specific state, even if anyone ceases to be Indian, Even if either Party gets into any kind of
other business, agency, freelancing or employment or anything; anywhere in the world, the
duties, liabilities, bindings, rights of both the Parties in case of any objectionable
issues/situation, agreed in the said Agreement or otherwise, and as established by any law
in India or otherwise, will be enforceable worldwide.

29. Attorney’s Fees:

If any action at law or in equity is brought to enforce or interpret the provisions of this
Agreement, the aggrieved Party, or Party who have initiated/escalated any issue will bear
the Attorney fees. If in any matter, both Parties seek legal advice or any legal remedy, then,
both will bear the said fees in the ratio of 50%-50%. If any Party is liable to pay the fees due
to its breach, misconduct, mistake, insufficiency in the duties mentioned in this Agreement
or otherwise relevant to this Agreement or otherwise due to any implied or established
liability then, the said Party will only bear the said Attorney and other relevant fees.

30. Arbitration: In the event of disputes, controversies, differences of opinion and claims
arising out of or in connection with this Agreement or in any way relating hereto or any
term, condition or provision herein mentioned or the construction or interpretation
thereof or otherwise in relation hereto, the parties shall first endeavor to settle such
differences, disputes, claims or questions by friendly consultation and failing such
settlement, the same shall be referred to a mutually agreed arbitrator. Such arbitration
shall be held in accordance with The Arbitration and Conciliation Ordinance, 1996 or any
statutory modification or re-enactment thereof for the time being in force and shall be
held in Pune, Maharashtra state, India and be conducted in the English language

31. Headings: Section headings are not to be considered a part of this Agreement and are not
intended to be a full and accurate description of the contents hereof.

32. Waiver: Waiver by one party hereto of breach of any provision of this Agreement by the
other shall not operate or be construed as a continuing waiver.

33. Assignment: The Supplier shall not assign any of his/her rights under this Agreement, or
delegate the performance of any of his/her duties hereunder, without the prior written consent
of the Company.

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 34. Modification or Amendment: No amendment, change, or modification of this Agreement
shall be valid unless in writing signed by the parties hereto.

35. Entire Agreement: This document and any exhibit attached constitute the entire
understanding and agreement of the parties, and any and all prior agreements, understandings,
and representations are hereby terminated and canceled in their entirety and are of no further
force and effect.

36. Severability: If any provision of this Agreement, or any portion thereof, is held to be invalid
and unenforceable, then the remainder of this Agreement shall nevertheless remain in full
force and effect.

37. Notices: Any and all notices, demands, or other communications required or desired to be
given hereunder by any party shall be in writing and shall be validly given or made to another
party if personally served. If such notice or demand is served personally, notice shall be deemed
constructively made at the time of such personal service.
Wherever one party is required or permitted or required to give written notice to the other
under this Agreement, such notice will be given by e-mail mentioned in clause 23 or through
speed post/registered A.D. / courier. Postal Address for notice is mentioned in signature
clause. All such notices shall be effective upon receipt, acknowledgement of e-mail by the
signing officer hereunder. (through specific/personal mail and not the system generated/
automatic acknowledgement.) Either party may designate a different notice address from time
to time upon giving five (5) days’ prior written notice thereof to the other party.

All notices to be given pursuant to the provisions of this Agreement shall be sent to the parties
at the following address:
If to the Supplier/subcontractor:

If to the Company: Softenger India Private Limited

Ground Floor, Nextgen Avenue,
Bahiratwadi, S.No. 103,
Senapati Bapat Road,

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 Pune 411016

Any party hereto may change its address for purposes of this paragraph by written notice given in
the manner provided above.

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first
written above. The parties hereto agree that facsimile/Digital signatures (with the confirmation of
the same through audio/video communication) shall be as effective as if originals.

Softenger India Private Limited iJanta Global Services

By: _______________________ By: ____________________

Name: Name:Roney Peter
Title: Title: Director
Date: Date: 23rd August 2018
Place: Place: Crossings Republik, Ghaziabad, UP, India

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Annexure A: Responsibilities (SOW) of Supplier

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Annexure B –Compensation

Commercials for this engagement mentioned in Annexure A will be as follows:

Annexure C – Work Authorization Form

Specifications of the information, processes etc. which subcontractor has Access to_

Annexure D – Details of services that Subcontractor will

provide, milestones of the same.

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