Guest
0total priceRs 0.00
Home CATEGORY cartlist0 Guest

SERVICE AGREEMENT

This Service Agreement (hereinafter “Agreement”) is hereby entered into as of this _____ day of ________, 2023 (“Effective Date”) 

 

BETWEEN

WHEREAS INDEAT, is a private limited company incorporated under the Companies Act, 2013 having its office at _______________________

(hereinafter referred to as “Company”) (including successors and permitted assigns)

 

AND

Mr.______________________________of M/s.____________­­_______________ , 

currently resides at / having its office at _______________________________

(hereinafter referred to as “Service Provider”) (including successors and permitted assigns)

 

The Company and Service Provider are hereinafter collectively referred to as the “Parties” and individually referred to as the “Party”.

 

WHEREAS, the Company is engaged in the business of providing e-commerce marketplace in the name of Indeat (portal / website) wherein the sellers and buyers directly sell and purchase the services respectively. 

 

WHEREAS, Service Provider is an expert in the area of services as mentioned in the “Scope of Work”. 

 

WHEREAS, the Company is desirous of availing the expert services of the Service Provider in the area as laid down in the “Scope of Work” and the Service Provider is willing to provide such services to the Company;

  1. Scope of Work  : Subject to the terms and conditions set forth in Annexure A, Company hereby engages the Service Provider to perform, and Service Provider agrees to perform, professional services in relation to the following Scope of Work : 

 

Information Technology services including but not limited to creation/ development of software, website (www.eatind.com) and its maintenance and updation, domain name, and other related services  

 

  1. Fee for Services : For the services outlined in the Scope of Work above, the Service Provider would charge a sum of INR __________________________________________________. The Company agrees to pay to the Service Provider such sum upon satisfactory completion of the work by the Service Provider. Both parties agree are free to decide the payments milestone vide separate email in this regard.   

 

NOW, THEREFORE, both the parties agree to the terms and conditions as mentioned in Annexure – A which forms part of this agreement. 

               IN WITNESS WHEREOF, the parties have executed this Agreement.

 

 

 

(Veethee Viharan INDIA PRIVATE LIMITED)

(Director)

 

 

 

(Name and Designation of SERVICE PROVIDER)

 

PLACE : LUCKNOW

 

 

ANNEXURE - A

 

  1. Representations and Warranties : Service Provider represents and warrants to the Company that: (i) there are no contracts and/or restrictions preventing full performance of her/his duties and obligations under this Agreement; and (ii) she/he has the requisite qualifications, knowledge and experience to perform the obligations under this Agreement;

 

  1. The Engagement : Service Provider shall provide the Company with the services set forth in the document attached hereto under the head Scope of Work. The nature and scope of the Services may be updated and adjusted from time to time, upon a mutual written consent by the parties. In case of any clarification regarding work awarded, the Service Provider shall immediately get in touch with the Company. 

 

  1. Consideration: In consideration for her/his Services, the Service Provider shall be entitled to the compensation set forth in the document attached hereto which forms part of this agreement.

 

  1. Independent Contractor: Both the parties agree that the present agreement does not give any right to either of the parties to bind the other for its action or inaction. The parties hereto agree that the present transaction is on Principal to Principal basis and does not create any agency relationship whatsoever. Further, there are and shall not be employer-employee relationship between the parties.

 

  1. Taxes: The Service Provider recognizes that she/he shall have sole responsibility to pay any taxes related to the consideration or to any other compensation he will receive from the Company in consideration for the Services. Any tax liability on account of Goods and Services Tax (GST) etc. would be sole responsibility of contractor. However, in case any tax like TDS under the Income Tax Act etc. is deductible by the Company, the Company would deduct such taxes before making any payments to the Service Provider.

 

  1. Duties of Service Provider: The Service Provider hereby affirms and undertakes that, for providing the Services to the Company, she/he shall: (a) devote her/his time, know-how, expertise, talent, professional experience and best efforts, complete the Scope of Work agreed to the Company; (b) perform and discharge well with accuracy and precision, with devotion and good faith; (c) comply with all of Company’s disciplinary regulations, work rules, policies, procedures and objectives, as may be determined by Company from time to time, and as notified to her/him by the Company; (d) immediately and without delay, inform the company of any affairs and/or matters that might constitute a conflict of interest with her/his position in the Company; and (e) not use any trade secrets or proprietary information or Intellectual Property in such a manner that may breach any confidentiality and/or other obligation the Service Provider may have undertaken relating to any former employer(s) and/or any third party. (f) The Service Provider agrees that he would abide/ comply with all the laws in India, as applicable, to the Service Provider.

 

  1. Proprietary Information and Confidentiality :  

 

7.1. Service Provider is aware that in the course of her/his engagement with the Company and/or in connection therewith, Service Provider may have access to, and be entrusted with, technical, proprietary, sales, legal, financial, and other data and information with respect to the affairs and business of the Company, its affiliates, customers and suppliers, and including information received by the Company from any third party subject to obligations of confidentiality towards said third party, all of which data and information, whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as “Proprietary Information”, which, by way of illustration but not limitation, shall include trade and business secrets, processes, patents, improvements, ideas, techniques, products, and technologies (actual or planned), financial statements, marketing plans, strategies, forecasts, customer and/or supplier lists and/or relations, research and development activities, formula, data, know-how, designs, models, computer hardware and software and any and all documentation relating thereto, drawings, dealings and transactions. 

7.2. During the Term and upon its expiration thereafter, Service Provider shall keep in confidence and trust all Proprietary Information, and any part thereof, and will not use or disclose and/or make available, directly or indirectly, to any third party any Proprietary Information without the prior written consent of the Company, except and to the extent as may be necessary in the ordinary course of performing Service Provider’s duties pertaining to the Company. 

7.3 Without derogating from the generality of the foregoing, the Service Provider agrees: (a) not to copy, transmit, reproduce, summarize, quote, publish and/or make any commercial or other use whatsoever of the Proprietary Information, or any part thereof without the prior written consent of Company; (b) to protect the Proprietary Information against loss, theft or other inadvertent disclosure and to take all reasonable steps necessary to ensure the maintaining of confidentiality; (c) upon a request by the Company to do so, the Service Provider shall immediately deliver to the Company or destroy all Proprietary Information, and any and all copies thereof, in whatever form, that had been furnished to the Service Provider, prepared by the Service Provider and/or came to her/his possession in any manner whatsoever, during and in the course of her/his engagement with the Company, and shall not retain and/or make copies thereof in whatever form. 

The provisions of this Section shall survive upon termination of this Agreement and shall remain in full force and effect for a period of 3 years thereafter.

  1. Intellectual Property (IP) : The Service Provider agrees that during the work undertaken by the Service Provider there may be a development or creation of Intellectual Property. The Service Provider agrees that the Service Provider shall not have any right such IP developed during the work and such IPR shall remain the sole property of the Company. The Company shall remain sole and exclusive owner of such IP  (including but not limited to knowhow, patents, copyrights, design rights, rights relating to computer software, data, and any other industrial or intellectual property rights)and the Service Provider shall have no right whatsoever on such IP. The Service Provider shall not claim royalty or fee of any sort (apart from the fee agreed for the service stated in scope of work), on such IP developed for the Company. Service Provider agrees to keep such IP confidential and for any violations of IP rights the Company has right to take any civil and /or criminal action or damages. 

 

  1. Non-Competition and Non-Solicitation: Service Provider hereby agrees that throughout her/his engagement with the Company and for a period of 24 months thereafter, she/he shall not: (a) engage, directly or indirectly, whether independently or as an employee, Service Provider or otherwise, through any corporate body and/or with or through others, in any activity, company, corporation, partnership, joint venture and/or other entity of any sort, competing directly with the actual and/or planned activities and/or products of the Company and its affiliates, as same have existed and shall exist from time to time during the Service Provider’s engagement with the Company; and (b) whether on her/his own account and/or on behalf of others, in any way solicit, interfere with and/or endeavor to entice away from the Company and/or any of its affiliates, any person, firm or company with whom the Company and/or any of its affiliates shall have any contractual and/or commercial relationship as an employee, Service Provider, licenser, joint venturer, supplier, customer, distributor, agent or contractor of whatsoever nature, existing or under negotiation on or prior to the effective date of termination of Service Provider’s engagement with the Company.

 

  1. Term and Termination: 

10.1. This Agreement shall be effective as of the date herein (the “Effective Date”) and shall remain in full force and effect until terminated by either party as provided hereunder (the “Term”).

10.2. Either party may terminate this Agreement, for any reason,  by furnishing the other party with a notice of termination (the “Notice of Termination”) 30 days prior to such Notice of Termination having effect (the “Notice Period”). Unless the Company has waived any and/or all of Service Provider’s Services under this Agreement during the Notice Period, or any part thereof, Service Provider shall be obligated to continue to discharge and perform all of her/his duties and obligations under this Agreement and to take all steps, satisfactory to Company, to ensure the orderly transition to any persons or entity designated by the Company of all matters handled by the Service Provider during the course of the provision of the Services.

10.3. Notwithstanding the foregoing to the contrary, the Company shall be entitled to terminate this Agreement with immediate effect as a result of a breach by Service Provider of any provisions of clauses 6 and 7. Upon termination of the Service Provider’s Services, the Service Provider affirms and undertakes to (i) transfer her/his Services to her/his replacement, as shall be determined by Company, in an efficient, complete, appropriate and orderly manner; and (ii) return to the Company’s principal office all information or documentation, in any media which was given to her/him by the Company in connection with her/his Services. Service Provider shall have no (and hereby waives any) rights of lien with respect to any asset or information or documentation. 

  1. Indemnification : The Service Provider agrees to release the Company from any liability, and agree to indemnify, defend and hold the Company harmless (and our officers, directors, employees, agents) against, any third party claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, advocates' fees or litigation cost) arising from or related to: (a) your actual or alleged breach of any representations you have made; (b) any actual or alleged infringement of any Intellectual Property Rights owned by the third party, and any personal injury, death or property damage related thereto; or (c) your Taxes and duties or the collection, payment, or failure to collect or pay your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) your non-compliance with applicable laws; (e) violation of any other applicable law which you are required to follow.

 

  1. Dispute Resolution, Governing Law and Jurisdiction: 

12.1 In the event of any dispute arises between the parties, any claim arising out of or relating to this Agreement shall be settled shall be conducted in English. A sole arbitrator would be appointed with the consent of both the parties to preside over the Arbitration proceedings whose award shall be binding on both the parties.

12.2 This Agreement shall be governed by and construed in accordance with the laws of India. The adjudication of any dispute will be the exclusive jurisdiction of the courts of Lucknow.

 

  1. Assignment: You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to the Company. However, the Company reserves the right to assign this agreement without prior intimation to the Service Provider. 

 

  1. Timely delivery of work : The Service Provider agrees that work to be undertaken by the Service Provider is important to the Company and adherence to the time limits is necessary. Both the parties may agree to fix a time line (may be in separate e-mail) within which the work is to be completed and delivered to Company by the Service Provider with accuracy, precision and desired output as agreed upon by both the parties. 

 

  1. Damages/ Compensation: The Service Provider agree that in case of delay in the completion of the work or services stated in the scope of work, the Service Provider would be liable to compensate the Company for the loss incurred to the Company for not fulfillment of timely obligations by the company to its client or third party. However, such damages or compensation would be limited to the fees payable to the Service Provider by the Company. 

 

  1. Non Standard/ sub standard work : The Service Provider agree that it has professional capacity to undertake the work as specified in the Scope of Work and the Service Provider is under an obligation to provide the desired result with accuracy and precision as agreed between both the parties and in case of sub-standard work the Company reserves the right to retain, deduct or forfeit the amount of fee payable to the Service Provider. 

 

 

( VEETHEE VIHARAN PVT LTD.)                                                                                                                              (SERVICE PROVIDER) 

(Director)                                                                                                                                                                                   (Name & Designation) 

 

 

© All Copyrights Reserved by www.eatind.com