Contracts and agreements

Consultancy agreement

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CONSULTANCY AGREEMENT

This Consultancy Agreement ("Agreement") is made and executed on this Execution date day of Execution month and year

BY AND BETWEEN

Client name: "CLIENT"

a company incorporated under the Companies Act, 2013, having its registered office at Client registered office

represented by Client representative name, Client representative designation (hereinafter referred to as the "Client", which expression shall, unless repugnant to the context, include its successors and permitted assigns)

AND

Consultant name: "CONSULTANT"

Consultant constitution, having its address at Consultant address, possessing PAN Consultant PAN and GSTIN Consultant GSTIN

represented by Consultant representative name, Consultant representative designation (hereinafter referred to as the "Consultant", which expression shall, unless repugnant to the context, include its successors and permitted assigns)

The Client and the Consultant are hereinafter individually referred to as a "Party" and collectively as the "Parties".

RECITALS

1.WHEREAS the Client is engaged in the business of Client business description and requires professional consultancy services in relation to Services subject matter;

2.AND WHEREAS the Consultant represents that it possesses the requisite qualifications, expertise, experience and personnel to provide the services described herein;

3.AND WHEREAS the Parties wish to record the terms and conditions on which the Consultant shall provide such consultancy services to the Client.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1.SCOPE OF SERVICES

1.1 The Consultant shall provide to the Client the following consultancy services (the "Services"):

•(a) Service item 1;

•(b) Service item 2;

•(c) Service item 3.

1.2 The Services shall be rendered at Place of performance or at such other location as the Parties may agree in writing.

1.3 The Services shall be performed in accordance with the timeline set out in Annexure A and with the standard of care, skill and diligence reasonably expected of a competent consultant practising in the same field.

1.4 Any change to the scope, timeline or deliverables shall be recorded in a written variation signed by both Parties.

2.TERM

2.1 This Agreement shall commence on Commencement date and shall continue until End date, unless terminated earlier in accordance with Clause 10 (the "Term").

2.2 The Term may be extended by mutual written agreement of the Parties.

3.CONSULTANT'S OBLIGATIONS

3.1 The Consultant shall:

•(a) devote such time and attention as is reasonably necessary to perform the Services;

•(b) appoint Key personnel as key personnel and shall not replace them without the Client's prior written consent;

•(c) comply with all applicable laws, including the Applicable laws and all tax laws applicable to the Consultant;

•(d) not subcontract or assign any part of the Services without the Client's prior written consent;

•(e) promptly report to the Client any defect or delay in the Services and remedy the same at no additional cost.

4.CLIENT'S OBLIGATIONS

4.1 The Client shall:

•(a) provide the Consultant with timely access to information, documents, premises and personnel reasonably required for the performance of the Services;

•(b) designate Client coordinator name as the single point of contact;

•(c) pay the Consultant the fees stipulated in Clause 5 in accordance with the payment schedule.

5.FEES AND PAYMENT

5.1 The Client shall pay the Consultant professional fees of Fee amount (Rupees Fee amount in words only) Fee frequency, exclusive of Goods and Services Tax ("GST"), which shall be payable additionally at the applicable rate under the Central Goods and Services Tax Act, 2017, upon a valid tax invoice.

5.2 The following charges are payable:

Item	Basis of charge

Professional fees

Fee basis

Travel and accommodation

Travel charges basis

Out-of-pocket expenses

Other expenses basis

Printing, courier and data charges

Miscellaneous expenses basis

5.3 The Consultant shall raise invoices Invoice timing. The Client shall pay each undisputed invoice within Payment due days days of receipt.

5.4 Amounts remaining unpaid beyond the due date shall attract interest at Interest rate% per annum. The Parties agree that such interest constitutes a liquidated amount representing a genuine pre-estimate of loss within the meaning of Section 74 of the Indian Contract Act, 1872.

5.5 The Client may withhold payment of any disputed portion of an invoice, provided it notifies the Consultant of the dispute in writing within Dispute notice days days and the Parties endeavour to resolve it in good faith.

6.TAXES AND WITHHOLDING

6.1 Each Party shall bear its own tax liabilities arising out of this Agreement.

6.2 The Client shall be entitled to deduct tax at source under the applicable provisions of the Income-tax Act, 1961, and shall furnish the Consultant with the requisite challans/certificates.

7.RELATIONSHIP OF THE PARTIES

7.1 The Consultant is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the Parties.

7.2 The Consultant's personnel shall not be entitled to any employee benefits, provident fund, gratuity or other entitlements from the Client. The Consultant alone shall be responsible for compliance with the applicable labour laws, including the Code on Wages, 2019 and the applicable social security legislation, in respect of its own personnel.

7.3 The Consultant shall not represent itself as an employee or agent of the Client.

8.INTELLECTUAL PROPERTY

8.1 All pre-existing intellectual property of a Party shall remain the property of that Party.

8.2 All deliverables, reports, drawings, software, data and other work product specifically created for the Client under this Agreement (the "Deliverables") shall, upon full payment, vest in and be the exclusive property of the Client, and the Consultant hereby assigns all right, title and interest therein to the Client.

8.3 The Consultant grants the Client a non-exclusive, royalty-free licence to use any of the Consultant's pre-existing tools or methodologies embedded in the Deliverables, solely for the Client's internal purposes.

9.CONFIDENTIALITY

9.1 Each Party shall keep confidential all non-public information received from the other Party in connection with this Agreement (the "Confidential Information") and shall use it solely for the performance of this Agreement.

9.2 Clause 9.1 shall not apply to information which: (a) is or becomes public other than by breach of this Agreement; (b) was lawfully in the recipient's possession prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or an order of a court or authority, subject to prompt notice to the disclosing Party where legally permitted.

9.3 The obligations under this Clause shall survive the expiry or termination of this Agreement for a period of Confidentiality survival years years.

10.TERMINATION

10.1 Either Party may terminate this Agreement by giving Termination notice period days' prior written notice to the other Party.

10.2 Either Party may terminate this Agreement forthwith by written notice if the other Party:

•(a) commits a material breach and fails to remedy it within Cure period days of written notice thereof;

•(b) becomes insolvent, or has a resolution professional or liquidator appointed in respect of it under the Insolvency and Bankruptcy Code, 2016;

•(c) is found to have engaged in fraud or gross misconduct in connection with this Agreement.

10.3 Upon termination: (a) the Consultant shall immediately cease performance and deliver all completed and in-progress work to the Client; (b) the Client shall pay all undisputed sums due for Services performed up to the effective date of termination; and (c) the Consultant shall return or destroy all Confidential Information of the Client.

10.4 Clauses 8, 9, 10.3, 11, 12, 13, 14 and 15 shall survive termination.

11.INDEMNITY

11.1 The Consultant shall indemnify, defend and hold harmless the Client from and against all losses, damages, claims, penalties and costs arising out of (a) any breach of this Agreement by the Consultant; (b) any negligence or misconduct of the Consultant or its personnel in performing the Services; or (c) any infringement of third-party intellectual property rights arising from the Deliverables.

11.2 The Client shall indemnify the Consultant against losses arising from inaccurate information or materials supplied by the Client and relied upon by the Consultant in good faith.

12.LIMITATION OF LIABILITY

12.1 Neither Party shall be liable for indirect, incidental, special or consequential losses, or for loss of profit or goodwill.

12.2 The Consultant's total aggregate liability under this Agreement shall not exceed Liability cap, except in cases of fraud, wilful misconduct or breach of Clauses 8 or 9.

13.FORCE MAJEURE

13.1 Neither Party shall be liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, floods, epidemics, war, government action or strikes, provided the affected Party promptly notifies the other and uses reasonable endeavours to mitigate.

13.2 If a force majeure event continues for more than Force majeure days days, either Party may terminate this Agreement by written notice, and the Client shall pay for Services performed up to that date.

14.DISPUTE RESOLUTION

14.1 Any dispute arising out of or in connection with this Agreement shall first be resolved by good-faith negotiation between the authorised representatives of the Parties within Negotiation period days days.

14.2 Failing such resolution, the dispute shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual consent of the Parties, or failing agreement, in accordance with the said Act. The seat and venue of arbitration shall be Arbitration seat, and the language of the arbitration shall be English.

14.3 The award of the arbitrator shall be final and binding. Subject to Clause 14.2, the courts at Exclusive courts city shall have exclusive jurisdiction.

14.4 Nothing in this Clause prevents a Party from seeking interim relief under Section 9 of the Arbitration and Conciliation Act, 1996.

15.GENERAL

15.1 This Agreement, together with its Annexures, constitutes the entire agreement between the Parties and supersedes all prior understandings.

15.2 No amendment shall be valid unless in writing and signed by both Parties.

15.3 Neither Party may assign this Agreement without the prior written consent of the other Party.

15.4 Failure to enforce any provision shall not constitute a waiver thereof.

15.5 Notices shall be in writing and delivered by hand, registered post with acknowledgment due, or email to the addresses stated above, and shall be deemed received Notice deemed received days days after dispatch.

15.6 If any provision is held invalid, the remaining provisions shall continue in full force.

15.7 The Parties confirm that this Agreement has been executed by free consent, for lawful consideration and with a lawful object, in accordance with Sections 10 and 14 of the Indian Contract Act, 1872, and that each Party has had the opportunity to seek independent legal advice.

16.STAMP DUTY AND REGISTRATION

16.1 This Agreement shall be stamped in accordance with the applicable Stamp Act of the State where it is executed. The Parties acknowledge that this Agreement does not require compulsory registration under the Registration Act, 1908, as it does not effect any transfer of immovable property.

ANNEXURE A — DELIVERABLES AND TIMELINE

Sl. No.	Deliverable	Description	Due Date
1	Deliverable 1	Deliverable 1 description	Deliverable 1 due date

Deliverable 2

Deliverable 2 description

Deliverable 2 due date

Deliverable 3

Deliverable 3 description

Deliverable 3 due date

ANNEXURE B — FEE SCHEDULE

Sl. No.	Milestone / Stage	Percentage of Fees	Amount
1	Milestone 1	Milestone 1 percent	Milestone 1 amount

Milestone 2

Milestone 2 percent

Milestone 2 amount

Milestone 3

Milestone 3 percent

Milestone 3 amount

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For and on behalf of the CLIENTFor and on behalf of the CONSULTANT

Signature: Signature:

Name: Client representative nameName: Consultant representative name

Designation: Client representative designationDesignation: Consultant representative designation

Date: Signature dateDate: Signature date

WITNESSES:

1.Name: Witness 1 name — Address: Witness 1 address — Signature:

2.Name: Witness 2 name — Address: Witness 2 address — Signature:

CONSULTANCY AGREEMENT

This Consultancy Agreement ("Agreement") is made and executed on this Execution date day of Execution month and year

BY AND BETWEEN

Client name: "CLIENT"

a company incorporated under the Companies Act, 2013, having its registered office at Client registered office

AND

Consultant name: "CONSULTANT"

Consultant constitution, having its address at Consultant address, possessing PAN Consultant PAN and GSTIN Consultant GSTIN

The Client and the Consultant are hereinafter individually referred to as a "Party" and collectively as the "Parties".

RECITALS

1.WHEREAS the Client is engaged in the business of Client business description and requires professional consultancy services in relation to Services subject matter;

2.AND WHEREAS the Consultant represents that it possesses the requisite qualifications, expertise, experience and personnel to provide the services described herein;

3.AND WHEREAS the Parties wish to record the terms and conditions on which the Consultant shall provide such consultancy services to the Client.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1.SCOPE OF SERVICES

1.1 The Consultant shall provide to the Client the following consultancy services (the "Services"):

•(a) Service item 1;

•(b) Service item 2;

•(c) Service item 3.

1.2 The Services shall be rendered at Place of performance or at such other location as the Parties may agree in writing.

1.4 Any change to the scope, timeline or deliverables shall be recorded in a written variation signed by both Parties.

2.TERM

2.1 This Agreement shall commence on Commencement date and shall continue until End date, unless terminated earlier in accordance with Clause 10 (the "Term").

2.2 The Term may be extended by mutual written agreement of the Parties.

3.CONSULTANT'S OBLIGATIONS

3.1 The Consultant shall:

•(a) devote such time and attention as is reasonably necessary to perform the Services;

•(b) appoint Key personnel as key personnel and shall not replace them without the Client's prior written consent;

•(c) comply with all applicable laws, including the Applicable laws and all tax laws applicable to the Consultant;

•(d) not subcontract or assign any part of the Services without the Client's prior written consent;

•(e) promptly report to the Client any defect or delay in the Services and remedy the same at no additional cost.

4.CLIENT'S OBLIGATIONS

4.1 The Client shall:

•(a) provide the Consultant with timely access to information, documents, premises and personnel reasonably required for the performance of the Services;

•(b) designate Client coordinator name as the single point of contact;

•(c) pay the Consultant the fees stipulated in Clause 5 in accordance with the payment schedule.

5.FEES AND PAYMENT

5.2 The following charges are payable:

Item	Basis of charge

Professional fees

Fee basis

Travel and accommodation

Travel charges basis

Out-of-pocket expenses

Other expenses basis

Printing, courier and data charges

Miscellaneous expenses basis

5.3 The Consultant shall raise invoices Invoice timing. The Client shall pay each undisputed invoice within Payment due days days of receipt.

6.TAXES AND WITHHOLDING

6.1 Each Party shall bear its own tax liabilities arising out of this Agreement.

6.2 The Client shall be entitled to deduct tax at source under the applicable provisions of the Income-tax Act, 1961, and shall furnish the Consultant with the requisite challans/certificates.

7.RELATIONSHIP OF THE PARTIES

7.1 The Consultant is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the Parties.

7.3 The Consultant shall not represent itself as an employee or agent of the Client.

8.INTELLECTUAL PROPERTY

8.1 All pre-existing intellectual property of a Party shall remain the property of that Party.

9.CONFIDENTIALITY

9.3 The obligations under this Clause shall survive the expiry or termination of this Agreement for a period of Confidentiality survival years years.

10.TERMINATION

10.1 Either Party may terminate this Agreement by giving Termination notice period days' prior written notice to the other Party.

10.2 Either Party may terminate this Agreement forthwith by written notice if the other Party:

•(a) commits a material breach and fails to remedy it within Cure period days of written notice thereof;

•(b) becomes insolvent, or has a resolution professional or liquidator appointed in respect of it under the Insolvency and Bankruptcy Code, 2016;

•(c) is found to have engaged in fraud or gross misconduct in connection with this Agreement.

10.4 Clauses 8, 9, 10.3, 11, 12, 13, 14 and 15 shall survive termination.

11.INDEMNITY

11.2 The Client shall indemnify the Consultant against losses arising from inaccurate information or materials supplied by the Client and relied upon by the Consultant in good faith.

12.LIMITATION OF LIABILITY

12.1 Neither Party shall be liable for indirect, incidental, special or consequential losses, or for loss of profit or goodwill.

12.2 The Consultant's total aggregate liability under this Agreement shall not exceed Liability cap, except in cases of fraud, wilful misconduct or breach of Clauses 8 or 9.

13.FORCE MAJEURE

14.DISPUTE RESOLUTION

14.3 The award of the arbitrator shall be final and binding. Subject to Clause 14.2, the courts at Exclusive courts city shall have exclusive jurisdiction.

14.4 Nothing in this Clause prevents a Party from seeking interim relief under Section 9 of the Arbitration and Conciliation Act, 1996.

15.GENERAL

15.1 This Agreement, together with its Annexures, constitutes the entire agreement between the Parties and supersedes all prior understandings.

15.2 No amendment shall be valid unless in writing and signed by both Parties.

15.3 Neither Party may assign this Agreement without the prior written consent of the other Party.

15.4 Failure to enforce any provision shall not constitute a waiver thereof.

15.6 If any provision is held invalid, the remaining provisions shall continue in full force.

16.STAMP DUTY AND REGISTRATION

ANNEXURE A — DELIVERABLES AND TIMELINE

Sl. No.	Deliverable	Description	Due Date
1	Deliverable 1	Deliverable 1 description	Deliverable 1 due date

Deliverable 2

Deliverable 2 description

Deliverable 2 due date

Deliverable 3

Deliverable 3 description

Deliverable 3 due date

ANNEXURE B — FEE SCHEDULE

Sl. No.	Milestone / Stage	Percentage of Fees	Amount
1	Milestone 1	Milestone 1 percent	Milestone 1 amount

Milestone 2

Milestone 2 percent

Milestone 2 amount

Milestone 3

Milestone 3 percent

Milestone 3 amount

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For and on behalf of the CLIENTFor and on behalf of the CONSULTANT

Signature: Signature:

Name: Client representative nameName: Consultant representative name

Designation: Client representative designationDesignation: Consultant representative designation

Date: Signature dateDate: Signature date

WITNESSES:

1.Name: Witness 1 name — Address: Witness 1 address — Signature:

2.Name: Witness 2 name — Address: Witness 2 address — Signature:

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CONFIDENTIALITY AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Confidentiality and Intellectual Property Assignment Agreement ("Agreement") is made and entered into at Place of execution on this Day of execution day of Month of execution, Year of execution

BETWEEN

Disclosing party name, a company incorporated under the Companies Act, 2013, having CIN Disclosing party CIN and registered office at Disclosing party address, represented by Disclosing party representative name, Disclosing party representative designation (hereinafter referred to as the "Disclosing Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns)

Receiving party name, a Receiving party entity type having registered/registered office at Receiving party address, represented by Receiving party representative name, Receiving party representative designation (hereinafter referred to as the "Receiving Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns)

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TAX INVOICE

(ORIGINAL FOR RECIPIENT / DUPLICATE FOR TRANSPORTER / TRIPLICATE FOR SUPPLIER)

Supplier Details

Supplier nameGSTIN: Supplier gstin

Supplier addressState: Supplier state (Code: Supplier state code)

Phone: Supplier phoneEmail: Supplier email

Invoice Details

Invoice Number: Invoice numberDate: Invoice date

Reverse Charge Applicable: Reverse charge yes noPlace of Supply: Place of supply

Delivery Note / Ref: Delivery note refMode/Terms of Payment: Payment terms

Buyer (Billed To)

Buyer nameGSTIN: Buyer gstin

Buyer addressState: Buyer state (Code: Buyer state code)

Consignee (Shipped To)

Consignee nameGSTIN: Consignee gstin

Consignee addressState: Consignee state (Code: Consignee state code)

Particulars of Supply

Sl. No.

Description of Goods / Services

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LETTER OF INTENT

BETWEEN

Company name: THE ISSUER

AND

Recipient name: THE RECIPIENT

LETTER OF INTENT

Date: Date of issuance

Place: Place of issuance

To,

Recipient name

Recipient address

Subject: Letter of Intent for Subject matter of intent

Dear Sir/Madam,

1.We, Company name, a company incorporated under the Companies Act, 2013, having its registered office at Registered office address, bearing Corporate Identity Number Corporate identity number, are pleased to issue this Letter of Intent ("LOI") in favour of you, Recipient name, having your registered/principal address at Recipient address ("Recipient"), for the purpose set out hereinbelow.

2.This LOI is issued in furtherance of the discussions between the parties regarding the proposed Nature of transaction, on the terms and conditions hereinafter contained.

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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is made and entered into at Place of execution on this Day of execution day of Month of execution, Year of execution ("Execution Date"), BY AND BETWEEN:

First Party nameFIRST PARTY

a First Party entity type incorporated under the Companies Act, 2013 / registered under applicable Indian law, having its registered office at First Party registered office, represented by First Party signatory name, First Party signatory designation (hereinafter referred to as "First Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns)of the ONE PART

AND

Second Party nameSECOND PARTY

a Second Party entity type incorporated under the Companies Act, 2013 / registered under applicable Indian law, having its registered office at Second Party registered office, represented by Second Party signatory name, Second Party signatory designation (hereinafter referred to as "Second Party", which expression shall, unless repugnant to the context, include its successors and permitted assigns)of the OTHER PART

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