Consultancy Agreement - Draft (RB 12.12.16)
Consultancy Agreement - Draft (RB 12.12.16)
Consultancy Agreement - Draft (RB 12.12.16)
This Consultancy Agreement (the “Agreement”) is made and entered into this 12th of December,
2016 (the “Effective Date”) by and between ibibo Group Private Limited with its corporate
office located at 3rd Floor, Karle Premium, #1 Old Airport Road, Kodihalli, Bengaluru, (the
“Company/redBus”) and [name of the consultant] residing at [Consultant’s address] (the
“Consultant”), bearing passport number [Consultant’s passport number] (hereinafter referred to
individually as a “Party” and collectively as “the Parties”).
WHEREAS, the Consultant has expertise in the area of [insert description of area of
expertise];
WHEREAS, the Company desires to engage the Consultant to provide certain services in
the area of Consultant’s expertise and the Consultant is willing to provide such services to the
Company;
(a) Engagement. The Company hereby engages the Consultant to provide and perform the
services set forth in Exhibit A attached hereto (the “Services”), and the Consultant hereby
accepts the engagement.
(b) Standard of Services. All Services to be provided by Consultant shall be performed with
promptness and diligence in a workmanlike manner and at a level of proficiency to be expected
of a consultant with the background and experience that Consultant has represented [he/she] has.
The Company shall provide such access to its information, property and personnel as may be
reasonably required in order to permit the Consultant to perform the Services.
(c) Representation and Warranty. Consultant represents and warrants to the Company that
[he/she] is under no contractual or other restrictions or obligations which are inconsistent with
the execution of this Agreement or which will interfere with the performance of the Services.
2. Consultancy Period
(b) Termination. This Agreement may be terminated by the Company, without cause and
without liability, by giving 15 (fifteen) calendar days written notice of such termination to the
Consultant. This Agreement may be terminated by either Party by giving 30 (thirty) calendar
days written notice of such termination to the other Party in the event of a material breach by the
other Party. “Material breach” shall include: (i) any violation of the terms of Articles 1 (c), 3, 4,
5, 6, 8, 10 and 11,
(ii) any other breach that a Party has failed to cure within 10 (ten) calendar days after receipt of
written notice by the other Party, (iii) the death or physical or mental incapacity of Consultant or
any key person performing the Services on its behalf as a result of which the Consultant or such
key person becomes unable to continue the proper performance of the Services, (iv) an act of
gross negligence or wilful misconduct of a Party, and (v) the insolvency, liquidation or
bankruptcy of a Party.
(c) Effect of Termination. Upon the effective date of termination of this Agreement, all legal
obligations, rights and duties arising out of this Agreement shall terminate except for such legal
obligations, rights and duties as shall have accrued prior to the effective date of termination and
except as otherwise expressly provided in this Agreement.
3. Consultancy Fee
(a) Consultancy Fee. In consideration of the Services to be rendered hereunder, the Company
shall pay Consultant a Consultancy fee of [insert number in words] ([insert number]) per month
which may be subject to TDS as applicable in accordance with law (the “Consultancy Fee").
(a) Defined. In this Agreement the term "Work Product" shall mean all work product
generated by Consultant solely or jointly with others in the performance of the Services,
including, but not limited to, any and all information, notes, material, drawings, records,
diagrams, formulae, processes, technology, firmware, software, know-how, designs, ideas,
discoveries, inventions, improvements, copyrights, trademarks and trade secrets.
(b) Ownership. Consultant agrees to assign and does hereby assign to Company all right, title
and interest in and to the Work Product. All Work Product shall be the sole and exclusive
property of the Company and Consultant will not have any rights of any kind whatsoever in such
Work Product.
Consultant agrees, at the request and cost of Company, to promptly sign, execute, make and do
all such deeds, documents, acts and things as Company may reasonably require or desire to
perfect Company's entire right, title, and interest in and to any Work Product.
ibibo Group Private Limited
Registered Office: F-130, GF, Street No.07, Pandav Nagar, Delhi – 110091.
Correspondence Address: Karle Premium, 3rd Floor, No.01, Kodihalli, HAL 2nd Stage Layout, Old Airport Road, Bengaluru –
560008
Ph. +91.80.30038301
CIN – U72900DL2012PTC233343 Email – [email protected] Website – www.redbus.in
Consultant will not make any use of any of the Work Product in any manner whatsoever without
the Company’s prior written consent. All Work Product shall be promptly communicated to
Company.
(c) License. In the event that Consultant integrates any work that was previously created by
the Consultant into any Work Product, the Consultant shall grant to, and Company is hereby
granted, a worldwide, royalty-free, perpetual, irrevocable license to exploit the incorporated
items, including, but not limited to, any and all copyrights, patents, designs, trade secrets,
trademarks or other intellectual property rights, in connection with the Work Product in any
manner that Company deems appropriate. Consultant warrants that [he/she] shall not knowingly
incorporate into any Work Product any material that would infringe any intellectual property
rights of any third party.
5. Confidential Information
(a) Defined. In this Agreement the term “Confidential Information” shall mean the Work
Product and any and all information relating to the Company’s business, including, but not
limited to, research, developments, product plans, products, services, diagrams, formulae,
processes, techniques, technology, firmware, software, know-how, designs, ideas, discoveries,
inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers, markets,
marketing, finances disclosed by Company either directly or indirectly in writing, orally or
visually, to Consultant. Confidential Information does not include information which:
(i) is in or comes into the public domain without breach of this Agreement by the Consultant,
(ii) was in the possession of the Consultant prior to receipt from the Company and was not
acquired by the Consultant from the Company under an obligation of confidentiality or non-use,
(iii) is acquired by the Consultant from a third party not under an obligation of confidentiality or
non-use to the Company, or
(iv) is independently developed by the Consultant without use of any Confidential Information of
the Company.
(b) Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in advance and in
writing by the Company, Consultant will not, except as required by law or court order, use the
Confidential Information for any purpose whatsoever other than the performance of the Services
or disclose the Confidential Information to any third party.
(c) Return of Confidential Information. Upon the termination or expiration of this Agreement for
any reason, or upon Company’s earlier request, Consultant will deliver to Company all of
Company’s property or Confidential Information in tangible form that Consultant may have in
[his/her] possession or control. The Consultant may retain one copy of the Confidential
Information in its legal files.
(a) Non-Competition. During the term of this Agreement, Consultant will engage in no
business or other activities which are, directly or indirectly, competitive with the business
activities of the Company without obtaining the prior written consent of the Company.
(b) Non-Solicitation. Consultant agrees that for a period of one (1) year after termination of
this Agreement, Consultant shall not:
(i) divert or attempt to divert from the Company any business of any kind in which it is engaged,
including, without limitation, the solicitation of or interference with any of its suppliers or
customers.
7. Independent Contractor
The Consultant agrees that all Services will be rendered by it as an independent contractor and
that this Agreement does not create an employer-employee relationship between the Consultant
and the Company. The Consultant shall have no right to receive any employee benefits provided
by the Company to its employees. Consultant agrees to pay all taxes due in respect of the
Consultancy Fee and to indemnify the Company in respect of any obligation that may be
imposed on the Company to pay any such taxes or resulting from Consultant’s being determined
not to be an independent contractor. This Agreement does not authorize the Consultant to act for
the Company as its agent or to make commitments on behalf of the Company.
8. Force Majeure
Either Party shall be excused from any delay or failure in performance required hereunder if
caused by reason of any occurrence or contingency beyond its reasonable control, including, but
not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor
disputes, riots, earthquakes, floods, explosions or other acts of nature.
The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the
time period equal to the period of such excusable interruption. When such events have abated,
the Parties’ respective obligations hereunder shall resume.
In the event the interruption of the excused Party’s obligations continues for a period in excess of
fifteen (15) calendar days, either Party shall have the right to terminate this Agreement upon
fifteen (15) calendar days’ prior written notice to the other Party.
9. No Publicity
Each of Company and Consultant agree not to disclose the existence or contents of this
Agreement to any third party without the prior written consent of the other Party except: (i) to its
advisors, attorneys or auditors who have a need to know such information, (ii) as required by law
or court order, (iii) as required in connection with the reorganization of a Party, or its merger into
10. Assignment
The Services to be performed by Consultant hereunder are personal in nature, and Company has
engaged Consultant as a result of Consultant’s expertise relating to such Services. Consultant,
therefore, agrees that it will not assign, sell, transfer, delegate or otherwise dispose of this
Agreement or any right, duty or obligation under this Agreement without the Company’s prior
written consent. Nothing in this Agreement shall prevent the assignment by the Company of this
Agreement or any right, duty or obligation hereunder to any third party.
13. General
This Agreement constitutes the entire agreement of the Parties on the subject hereof and
supersedes all prior understandings and instruments on such subject. This Agreement may not be
modified other than by a written instrument executed by duly authorized representatives of the
Parties.
No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s)
or of the same provision on another occasion. Failure of either Party to enforce any provision of
this Agreement shall not constitute a waiver of such provision or any other provision(s) of this
Agreement.
Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal,
invalid or unenforceable, such provision may be modified by such court in compliance with the
law giving effect to the intent of the Parties and enforced as modified. All other terms and
conditions of this Agreement shall remain in full force and effect and shall be construed in
accordance with the modified provision.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this
Agreement by their authorized representatives as of the date first written above.
By: By:
Name: Name:
Title: Title: