Vivek - Consulting Agreement-Signed

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CONSULTANCY SERVICES AGREEMENT

This Consultancy Services Agreement (“Agreement”) is executed at Pune, Maharashtra on April 15th
2021(“Execution Date”) by and between:

Invimatic Technologies Pvt Ltd , having its registered office at GERA'S 77 ,PL NO 1S,206/1 FP 88 , Kalyani
Nagar, Pune, Maharashtra-41106 (hereinafter referred to as “Company” which expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to include its group companies, successors-in-
interest and permitted assigns) of the One Part;

AND

Vivek Allaka, Residing at C/0 A Viswanadham, D/No 5-626-,Viswasanthi Nagar, Near Viswasanthi
School, Rajam, Srikakulam, A.P-532127 India(hereinafter referred to as “Consultant” which expression
shall, unless it be repugnant to the context or meaning thereof, be deemed to include its successors-in-interest
and assigns) of the Other Part.

The Company and the Consultant are hereinafter, for sake of brevity and wherever the context so requires,
individually referred to as “Party” and collectively referred to “Parties”.

RECITALS

WHEREAS:

A. The Company is presently in the business of providing software services for professionals across the
municipal market.The Company is now desirous of hiring the Consultant to perform the services which
required expertise and the technical know-how for successfully build their regulatory and compliance
web application.

B. The Company is desirous of availing the Services (defined below) from certain personnel, employees,
directors or designated assignee of reputed and an experienced entity and considering that the
Consultant has the required expertise to render the Services, the Company has requested the
Consultant to provide the Services to the Company.

C. Accordingly, pursuant to the various meetings and discussions between the Parties, the Consultant
has agreed to render the Services to the Company in accordance with the terms and conditions as
more particularly set out in this Agreement.

D. The Parties are desirous of recording the terms on which Consultant shall render Services to the
Company, and the Company shall procure the Services from the Consultant in the manner hereinafter
appearing.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and other good
and valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Parties, intending
to be bound legally, agree as follows:
ARTICLE 1
DEFINITIONS AND CONSTRUCTIONS

1.1 Definitions

When used herein, the defined terms set forth in this ARTICLE 1 shall have the following respective
meanings:

1.1.1 “Agreement” shall mean this Consultancy Services Agreement, including the Annexures attached
hereto and any mutually agreed modifications to this Agreement which are signed by the Parties
hereto.

1.1.2 “Confidential Information” shall mean any confidential, proprietary, or trade secret information or
materials of the Company and/or the Consultant, and all non-public information relating to the
Company and/or the Consultant or its clients, customers whether past, present, or future, including
financial results and projections, costs and prices, suppliers, employees, consultants, technologies,
technical and business strategies, marketing, pricing and other strategies, and trade secrets,
disclosed or provided or exchanged between the Company and the Consultant or their respective
customers in writing in connection with this Agreement. Confidential Information further includes: (i)
any and all technical and non-technical information including inventions, improvements, discoveries,
developments, trade secrets, techniques, sketches, drawings, models, know-how, processes,
algorithms, software programs, specifications, works of authorship, data, and formulae related to the
current, future, and proposed products and Services of the Parties; (ii) information concerning
research, experimental work, development, design details and specifications, financial information,
procurement requirements, customer lists, consultant lists, supplier lists, business forecasts, sales,
credit history and merchandising and marketing plans; and (iii) information concerning the business
of the Company and/or the Consultant and/or their respective customers, suppliers, consultants,
details of projects, specifications relating to the projects, information of, relating to or provided by or
on behalf of its customers, all of which as may be disclosed and/or exchanged and/or shared in
writing between the Company and the Consultant pursuant to this Agreement.

1.1.3 “Consultancy Fee” shall mean all the amounts to be paid by the Company to the Consultant as per
ARTICLE
2.4 in consideration for the Services to be rendered by the Consultant to the Company.

1.1.4 “Contract Period” shall mean the initial period of 6 months commencing from the Effective Date until
the close of business on 30th Oct 2021 when this Agreement shall automatically come to an end or
the date of termination, whichever is earlier unless extended by the Parties in accordance with
ARTICLE 7.

1.1.5 “Effective Date” shall mean the Execution Date or such other date as the Parties may agree in writing.

1.1.6 “Intellectual Property Rights” shall mean registered and unregistered rights in all forms of intellectual
property subsisting under the laws of India and all analogous rights subsisting under the laws of
other jurisdictions and shall include any legally protectable product or process of the human intellect
whether registrable as patents, trademarks, copyrights, designs or otherwise such as an invention,
formulations, formulaes, expression or literary creation, unique name, trade secret, business method,
database, industrial process, computer program, source code, process, presentation and other
Confidential Information.
1.1.7 “Services” shall mean the services listed in Annexure “1” hereto that is required to be rendered by
the Consultant to the Company pursuant to this Agreement.

1.2 Construction

1.2.1 Any reference in this Agreement to any Statute or statutory provision shall be construed as including
a reference to that statute or statutory provision as from time to time amended modified extended or
re-enacted whether before or after the date of this Agreement and to all statutory instruments, orders
and regulations for the time being made pursuant to it or deriving validity from it.

1.2.2 The meanings set forth for defined terms in this ARTICLE and all pronouns shall be equally
applicable to both the singular and plural masculine, feminine or neuter forms as the context may
require.

1.2.3 All references in this Agreement to Articles are to Articles in or to this Agreement unless otherwise
specified therein. The words “hereof,” “herein” and “hereunder” and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. The words “include”, “including” and “among other things” shall be deemed to be
followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases
or words of like import.

1.2.4 References in this Agreement to any document or agreement shall be deemed to include references
to such document or agreement as amended, varied, restated, supplemented or replaced from time
to time in accordance with the terms thereof and to include any side letters executed in connection
therewith, except as otherwise provided in this Agreement.

1.2.5 The headings of the several Articles and sub clauses of this Agreement are intended for
convenience only and shall not in any way affect the meaning or construction of any provision
therein.

1.2.6 References to writing include emails, printing, typing, lithography and other means of reproducing
words in a visible form.
ARTICLE 2
SCOPE OF THE ARRANGEMENT

2.1 The purpose of this Agreement is to set out the terms and conditions that shall apply to the provision
of Services to the Company by the Consultant.

2.2 The Consultant shall render Services to the Company during the Contract Period on such terms and
conditions set out hereunder.

2.3 Services

2.3.1 The Consultant shall perform the Services in a timely, professional and workmanlike manner in
accordance with the requirements and instructions received from the Company from time to time.

2.3.2 The Consultant shall perform Services on mutually agreed terms between the Parties, prior to
engagement. Company shall agree to specific time frames and scope of work, prior to engagement
and any changes to the same shall be mutually agreed between the Parties and may be subject to
revision of pricing.

2.3.3 The Consultant (or the Consultant’s directors, employees and representatives etc.) may be provided
by the Company, any property for use for performance of its duties under this Agreement during the
Contract Period subject to the applicable policies and procedures of the Company from time to time.
The Consultant shall always maintain in good condition Company’s property, tangible or intangible,
which may be given to the Consultant for the performance of the Services during the course of the
Contract Period and shall return the same to the Company immediately on completion of the
Contract Period or earlier termination of the appointment.

2.3.4 During the Contract Period, the Consultant shall adhere to all the relevant policies and procedures of
the Company as may be applicable from time to time and which have been conveyed to the
Consultant during the course of business.

2.3.5 It is clarified that the Consultant shall have the rights to, either on its own or on behalf of any third
party, whether directly or indirectly, during the Contract Period serve as an advisor, agent,
consultant, director, employee, officer, manager, partner, designated partner, proprietor or otherwise
of any business in competition or in conflict with the Company’s Business as conducted by the
Company during the course of the Consultant’s engagement with the Company.

2.3.6 Subject to provisions of applicable laws, Parties shall not either on its own or on behalf of any third
party, whether directly or indirectly, during the Contract Period and for a period of 1 year from the
date of expiry of this Agreement or upon earlier termination of this Agreement for any reason,
whichever is later, hire, solicit, interfere with, or entice away any employee, agents, contractors,
suppliers or affiliated third Parties of the other Party or its client or attempt to hire, solicit, interfere
with or entice away the employees , agents, contractors, suppliers or affiliated third Parties of the
Company either for himself or any third party. If the Company breaches this Clause or if the
Consultant specifically agrees to release of any employees, agent,
contractors, suppliers or affiliated third Parties, the Company shall forthwith be liable to pay an
amount equivalent to two (2) months’ salary or commission of such employees, agents, contractors,
suppliers or affiliated third Parties to the Consultant.

2.3.7 During the Contract Period, the Company undertakes to extend any assistance as required by the
Consultant from time to time.

2.3.8 The Consultant shall not, at any time during the performance of the Services or at any time
thereafter, make any false or misleading representations or representations not specifically
authorised by the Company in writing, in relation to the Company or its Business or its products. The
Consultant shall not hold out itself as an agent of the Company or conclude any contracts on behalf
of the Company.

2.3.9 The Services shall be rendered at the work sites or offices of the Company or Consultant as mutually
agreed between the Parties on case to case basis. If any changes to work sites or offices of the
Company are required, the Consultant shall be entitled to charge additional fees as agreed between
parties.

2.4 Consultancy Fee & Payment Terms

2.4.1 In consideration of the Services to be rendered by the Consultant pursuant to this Agreement, the
Company shall pay to the Consultant a fee of Rs 50,000 per month (“Consultancy Fee”) .The
Consultancy Fee excludes goods and services tax or any other tax applicable under law which shall
be charged by the Consultant (if applicable) to the Company over and above the Consultancy Fee,
as per rates in force.

2.4.2 Any out of pocket expense incurred by the Consultant (including but not limited to towards travel of
directors, employees or designated representatives of the Consultant, stay, conveyancing, calls,
meals or any other relevant expenses incurred by Consultant for the provision of Services) shall be
forthwith reimbursed in full by the Company to the Consultant over and above the Consultancy Fee.
In order to enable the Consultant to exercise its duties more efficiently, the Parties may agree on a
provision whereby the estimated out of pocket expense will be paid upfront by the Company to the
Consultant and the Consultant shall account for such amounts spent.

2.4.3 The Consultant shall solely be responsible to pay the income-tax on the Consultancy Fee paid to the
Consultant.

2.4.4 The Consultant shall issue an invoice to the Company on the 1st week of the following month for the
services rendered in the previous month in relation to the Consultancy Fee,the out of pocket expense
(if any) and goods & services tax or any other tax applicable under law (if applicable). Consultant
shall provide details of designated bank account in the invoice raised to the Company. Each invoice
so raised by the Consultant shall become due and payable within a period of 15 (fifteen) working
days from the date of receipt of such invoice by the Company. In case of any delayed payment of
Consultation Fees or Commission or out of pocket expenses, Consultant shall be entitled to receive
interest @ 6% per delayed day, till payment or realization of the Consultancy Fee in the designated
bank account of the Consultant.
ARTICLE 3
INTELLECTUAL PROPERTY RIGHTS

3.1 The Consultant agrees and acknowledges that all intellectual property, including intellectual property
which the Consultant conceives or develops or reduces to practice or causes to be conceived or
developed or reduced to practice, during the course of rendering the Services pursuant to this
Agreement, shall belong to the Company as if the same was created as a work for hire and such
owner alone, at its sole discretion, shall have the right to exploit any and all of the said rights by any
means throughout the world during and after the Contract Period of this Agreement. The Consultant
shall not have nor claim any right in any of the aforementioned intellectual property in any manner
whatsoever.
3.2 The Consultant shall promptly disclose and deliver to the Company all the information and data in its
possession necessary to impart a full understanding of the said intellectual property, or any
improvement, processes or systems developed by the Consultant in respect thereof.
3.3 The Consultant hereby irrevocably and unconditionally waives any and all moral rights or any rights
of similar nature under any law in any jurisdiction in and to any and all material written, created or
devised by the Consultant resulting from or suggested by anything which the Consultant shall have
done pursuant to its engagement with the Company. The Consultant shall do all acts, deeds and
things including execution of necessary documents without charge or compensation but at the cost of
the Company for fully and effectively vesting in the Company the rights in any intellectual property,
which the Consultant conceives or develops or reduces to practice or causes to be conceived or
developed or reduced to practice, during the Contract Period; in any and all countries, including, but
not limited to, the disclosure to the Company of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths, assignments and all other instruments
that the Company deems necessary in order to apply for and obtain such rights and in order to
assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive
rights, title and interest in and to such intellectual property.

3.4 In case the Consultant utilises any of its pre-existing intellectual property rights in the Services to be
provided to the Company, the Consultant may be entitled to charge suitable license fees as may be
agreed mutually between the Parties.

ARTICLE 4
REPRESENTATIONS, WARRANTIES AND
UNDERTAKINGS

4.1 Each Party hereby represents, warrants and undertakes the following to the other Party:

4.1.1 It has the full legal right, power and authority to enter into, execute and deliver this Agreement and to
perform the obligations, undertakings and transactions set forth herein, and this Agreement has been
duly and validly executed and delivered by such Party and constitutes a legal, valid and binding
obligation, enforceable against it in accordance with the terms contained herein.
4.1.2 The execution, delivery and performance of this Agreement do not and will not conflict with or
contravene any provision of the incorporation documents of such Party, or any agreement, document,
instrument, indenture or other obligation of such Party / its employees or to which its assets are
subject. Neither the Party nor its employees are in default (nor has there transpired an event which
with notice or the lapse of time or both would become a default) under any agreement, document,
instrument, indenture or other obligation of such Party which results or could result in any materially
adverse effect upon the performance of the obligations of such Party under this Agreement.

4.1.3 As of the date of this Agreement, neither Party is aware of any pending or threatened litigation that
would affect the performance of its obligations under this Agreement.

4.1.4 As of the date of this Agreement, all necessary consents, approvals and authorizations required to be
obtained in connection with this Agreement have been obtained, or each Party will exercise
commercially reasonable efforts to obtain, all such consents, approvals and authorizations required
for its performance hereunder.

4.2 The Consultant hereby warrants to render the Services with respect to the Product and as more
particularly agreed under this Agreement. .

4.3 The Consultant shall always maintain high degree of ethics and secrecy and to keep as confidential
the records, documents.

4.4 Company warrants to provide complete assistance and support to the Consultant, as and when
required and requested by the Consultant. Company also further warrants to provide dependencies
agreed between the Parties in a timely manner.

4.5 The Consultant also warrants that upon completion of the Contract Period or earlier termination of
appointment for any reason, the Consultant shall return all such records, documents and other
information to the Company immediately if they are in its possession in any manner and shall not
attempt to retain copies of any data, records, know-how or information of the Company.
ARTICLE 5
INDEMNITY

5.1 Without prejudice to any other right available to the Parties whether under this Agreement or under
applicable laws, each Party shall be liable to compensate the other Party and to that effect hereby
indemnifies and agrees to defend and hold harmless such other Party from and against losses,
liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action,
assessments, interest, penalties and other costs or expenses (including, without limitation,
reasonable attorneys’ fees and expenses, including a lawyer at the expense of such Party who is in
breach) arising from a wrongful act or omission or negligent or misconduct of such Party or breach of
any of its representations, warranties and undertakings under this Agreement.

5.2 Nothing in this Agreement shall limit or exclude either Party's liability
for:-
(a) death or personal injury caused by its (or its agents') negligence, or
(b) any liability which cannot be excluded or limited by law.
5.3 Notwithstanding anything contained in this Agreement, neither Party shall be liable to the other Party
for any indirect or consequential losses, damages, whether arising from tort (including negligence) or
breach of contract including without limitation loss of profits, operation time, goodwill or anticipated
savings. The total aggregate liability of Consultant for any direct damage or loss shall in no
circumstances (including any liability, damages, losses or claim arising from tort, contract,
representation or warranty, indemnity, negligence or otherwise) under or in connection with this
Agreement or based on any claim for indemnity or contribution exceed 50% of the total Fees
received by Consultant during any year in the Contract Period.

ARTICLE 6
CONFIDENTIAL INFORMATION

6.1 The Consultant agrees and acknowledges that during the Contract Period, the Consultant shall have
access to Confidential Information. The Consultant understands and acknowledges that access to
the Confidential Information has been provided to the Consultant solely as a consequence of its
engagement by the Company in order to enable the Consultant to render the Services envisaged
under this Agreement. The Consultant further understands that the Company and its affiliates shall
have no obligation to make available to the Consultant any of its Confidential Information if it is not
relevant to the performance of its obligations under this Agreement, if it does not wish to do so.
6.2 The Consultant acknowledges and agrees that all Confidential Information is and shall remain the
property of the Company, and the Consultant shall not be entitled to use such Confidential
Information during its engagement and thereafter or make copies thereof for any purpose (including
for commercial use) other than as required in performance of its obligations under this Agreement.
Nothing contained in this Agreement shall be construed as granting or conferring any rights either as
a license or otherwise in the Confidential Information.
6.3 Further, all the Confidential Information that will be shared by the Consultant with the Company shall
not be leaked and/or shared by any other person/s whomsoever by the Company and/or by any of its
employees, representatives, officers, advisors, consultants etc. without the prior written permission /
approval of the Consultant, for any reason whatsoever.
ARTICLE 7
TERM AND TERMINATION

7.1 This Agreement shall be valid through the Contract Period (defined above). In event the Parties are
desirous of renewing this Agreement and extending the Contract Period, then the Parties shall enter
into and execute a fresh agreement setting out the mutually agreed terms and conditions.

7.2 Default

7.2.1 In the event any Party breaches any of its obligations under this Agreement and fails to cure such
breach within 30 (thirty) days following receipt of a notice of default from the other Party, then without
prejudice to any other right and/or remedy as be available to such aggrieved Party under law and/or
in contract, such aggrieved Party may terminate this Agreement by issuing an immediate termination
notice to the other Party.

7.2.2 Each Party hereby expressly reserves the right to terminate this Agreement forthwith in the event
that it has grounds to believe that the other Party:

(a) has committed any misconduct or act of incompetence; and/or

(b) becomes bankrupt or is declared insolvent or makes any arrangement or composition with its
creditors or any liquidation proceedings are initiated against it; and/or

(c) commits any act in violation of applicable laws whether relating to the Company or otherwise.

All of the above are without prejudice to any other right and/or remedy as be available to such aggrieved
Party under law and/or in contract.

7.3 Termination for Convenience

Either Party may terminate this Agreement at any time during the Contract Period without assigning
any cause upon giving the other Party 1 (one) month written notice. If the Company terminates this
Agreement as per Article 7.3, it shall be liable to compensate the Consultant in respect of incurred,
committed and non-cancellable expenditure incurred by Consultant

7.4 Continuing Obligations

7.4.1 Termination or Expiry of this Agreement shall not relieve either Party from any obligations accrued
through the date of termination. In addition, the terms and conditions set forth in this Agreement,
which by their nature would continue beyond termination of this Agreement, including the provision
with respect to Confidentiality, Intellectual Property Rights, Indemnity, Notices, Governing law and
Jurisdiction, shall survive the termination/expiry of this Agreement for a period of atleast three (3)
years.
ARTICLE 8
MISCELLANEOUS

8.1 Notices

Any notice or other communication required to be sent under this Agreement shall be sent or
delivered to the receiving party at the address set forth above, or at such other address as the
Parties may from time to time designate in writing. Any notice or other communication shall be sent
by hand delivery and shall be deemed to have been duly given or made on receipt of
acknowledgement.

8.2 Leave :-

The consultant will be eligible for 12 planned leaves, 9 unplanned leaves,9 fixed holidays and floating
holiday on prorata basis as per effective date of this agreement.

8.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes all or any prior negotiations, representations, or agreements, either
written or oral.

8.4 Governing Law and Jurisdiction

8.4.1 This Agreement and the rights and obligations of the Parties hereunder shall be construed in
accordance with and be governed by the laws of India.

8.4.2 Both Parties irrevocably agree that any legal action, suit or proceeding brought by it in any way
arising out of this Agreement, subject to ARTICLE 8.4 below, must be brought solely and exclusively
in the Courts of Pune, Maharashtra, India.

8.5 Dispute Resolution

8.5.1 In the unlikely event of any dispute arising out of this Agreement, whether as to its interpretation,
implementation or otherwise, the Parties hereto shall in the first instance make sincere efforts to
resolve it amicably, failing the settlement of which within a period of thirty (30) days thereof, such
dispute shall be referred to arbitration consisting of one arbitrator mutually appointed by the Parties
and the arbitration shall be conducted as per the Arbitration and Conciliation Act, 1996 as amended
from time to time. The arbitration shall be conducted as follows:

(a) In the event of the Parties not being able to concur on the appointment of a sole arbitrator
within ten
(10) days of the occurrence of the dispute then each Party shall appoint one mediator and the
two mediators shall appoint one arbitrator;
(b) All proceedings in any such arbitration shall be conducted in English;
(c) The seat/ venue of the arbitration proceedings shall be at Pune, Maharashtra;
(d) The arbitrator shall be free to award costs as he/ they thinks appropriate; and
(e) The arbitration award shall be final and binding on the Parties, and the Parties agree to be
bound thereby and to act accordingly.

8.6 Waiver

No failure or delay on the part of any of the Parties to this Agreement relating to the exercise of any
right, power, privilege or remedy provided under this Agreement shall operate as a waiver of such
right, power, privilege or remedy or as a waiver of any preceding or succeeding breach by the other
Party to this Agreement nor shall any single or partial exercise of any right, power, privilege or
remedy preclude any other or further exercise of such or any other right, power, privilege or remedy
provided in this Agreement all of which are several and cumulative and are not exclusive of each
other or of any other rights or remedies otherwise available to a Party at law or in equity

8.7 Independent Contractor.

In performing this Agreement, each Party shall act as an independent contractor and not as agent
for or employee of the other Party and the Consultant shall render Services on a principal to principal
basis. Neither Party shall have the right or power to bind the other Party to any contract or
agreement with any third party, nor will that Party have a right to hire anyone on behalf of the other
Party unless specifically requested or authorized to do so by that Party in writing. The relationship
created by this Agreement is a contract for Services and nothing herein contained is intended to
create the relationship of a partnership, joint venture or employer-employee between the Parties.

8.8 Amendment

No change or modification of this Agreement shall be valid unless the same shall be in writing and
signed by both Parties.

8.9 Severability
If any provision of this Agreement is invalid, unenforceable or prohibited by law, this Agreement shall
be considered divisible as to such provision and such provision shall be imperative and shall not be
part of the consideration moving from either Party hereto the other, and the remainder of this
Agreement shall be valid, binding and of like effect as though such provision was not included
herein.

8.10 Survival

Notwithstanding anything contained herein, ARTICLE 3 (Intellectual Property Rights), ARTICLE 5


(Indemnity), ARTICLE 6 (Confidentiality), ARTICLE 81. (Notices), ARTICLE 8.3 (Governing Law and
Jurisdiction), and ARTICLE
8.4 (Dispute Resolution) of this Agreement will remain in effect together with such provisions which
expressly or by implication will survive termination for a period of atleast three (3) years.

8.11 Assignment
The Consultant shall not assign this Agreement or any part hereof to any third party.
8.12 Force Majeure Event

If either Party is affected by a force majeure event (including act of god and strikes) that results in the
delay or failure to perform its obligations under this Agreement, it shall immediately notify the other
Party in writing of the matters constituting the force majeure event and shall keep that Party fully
informed of their continuance and of any relevant change of circumstances whilst such force majeure
event continues. If such Force Majeure Event survives for a period of more than thirty (30) days,
either Party shall be entitled to terminate this Agreement with written notice to other Party.
Company’s payment obligations in respect of Services/ Deliverables availed till date of such Force
Majeure Event shall survive such Event indefinitely.

8.13 Counterparts
This Agreement may be signed in two counterparts, each of which is an original and all of which,
taken together, constitutes one and the same instrument.

Company: InvimaticTechnologies Pvt Ltd Consultant: ViveK Allaka

Name: Jhansirani Alla Name: Vivek Allaka

Designation: Director Designation: -Consultant

Date: 15th April 2021 Date:- 15th April 2021

Signature:- Signature:-

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