AGREEMENT

This Agreement is executed this 23rd day of May, 2016 by and between: -

M/S Shining Armour Technologies Private Limited, a company incorporated in

India under the Companies Act, 1956 having its Registered Office at HOSPITAL
AMRITDHARA, CHAURA BAZAR, KARNAL-132001, Haryana through its
DIRECTOR, DR. DHRUV GUPTA (hereinafter referred to as the CLIENT or Party
of the first Part)
and
M/S GEEK SHASTRA TECHNOLOGIES PRIVATE LIMITED, a company
incorporated in India under the Companies Act, 1956 having its Registered
Office at 531, 5TH FLOOR, JAIPUR ELECTRONIC MARKET NEAR RIDDHI SIDDHI,
GOPAL PURA BYPASS, JAIPUR-302018, RAJASTHAN through its DIRECTOR, MR.
RONAK DHOOT (hereinafter referred to as the Party of the second Part)
RECITALS
1. Whereas the party of the first part is engaged in providing Healthcare related
services through its websites and mobile applications to the general public
styled as Trackle; and
Whereas the party of the second part has represented that he is a website and
software developer, possessing specialized training and expertise in developing
websites and mobile applications and offers the most comprehensive range of
designing and development facilities;
Now THEREFORE, in consideration of the mutual promises and covenants set
forth in this AGREEMENT and for other good and valuable consideration, the
parties hereby agree as follows:

The terms of this Agreement are:

1
1.1

PURPOSE OF AGREEMENT
The purpose of this agreement is to regulate the relationship between the
CLIENT and the Party of the second Part in connection with the CLIENT
seeking specialised website and software development for its business
purposes which primarily relates to patients/doctors and the general public
at large.
RELATIONSHIP OF PARTIES

2.1

This agreement does not create any partnership or a relationship of

employment between the parties.

2.2

The Party of the second Part is not an agent of the CLIENT and does not
have an authority to enter into any commitment on behalf of the CLIENT.

OBLIGATIONS

3.1

The Party of the second Part shall in a timely and efficient manner develop
the website and mobile application as mentioned in the requirements list,
no later than 31st of August, 2016. All the necessary machines / tools /
software/ hardware etc. shall be sourced by the party of the second part
only.

3.2

The Party of the second Part shall not have any rights over any code,
documentation, artwork, logos, trademarks that it has developed for the
CLIENT. It is expressly agreed by the party of the second part that the
CLIENT is engaged in a business where the business applications being
promoted by them are their original brain child and a blend of original
innovation, design and technology. The rights attached with such invention
are the exclusive domain of the CLIENT. The party of the second part
unconditionally undertakes that it shall not, directly or indirectly infringe
any or all the rights of the CLIENT attached to its innovative business
application. The party of the second part undertakes that it shall keep the
rights of the CLIENT protected at all times.

3.3

It shall be the duty of the Party of the second Part to ensure that it has
the right to use all the code, artwork, logos and trademarks that are used
in the project of the CLIENT. The Party of the second Part shall keep the
CLIENT indemnified at all times in respect of any matters / litigation
pertaining to such code, artwork, logos and trademarks.

3.4

The Party of the second Part shall hand over all the source code,
documentation, artwork, logos and trademarks, in easily editable formats
that it has developed for the software or mobile application to the CLIENT
at the end of the project without retaining any copy of the same.

3.5

It shall be the duty of the Party of the Second Part to maintain complete
documentation of the source code for mobile application, website and
backend, and provide it to the CLIENT along with the final deliverable

3.6

The Party of the Second Part shall provide a warranty of 1 month and
maintain the website, backend and mobile application during this period
against any bugs or errors which may hamper the user experience or
functionality;

3.7

By accepting this arrangement, the Party of the second Part agrees to

arrange and deploy staff of an appropriate level of skill and experience in
assisting him in discharging his responsibilities;

3.8

The Party of the second Part further assures the CLIENT that he possesses
the requisite skill in this line which he is practicing and while undertaking
the performance of the task entrusted to him he would be exercising his
skill with reasonable competence and that the skill which he professes
shall be exercised with reasonable degree of care and caution.

4
4.1

REMUNERATION
The Party of the Second Part shall be entitled to a fixed remuneration of
Rs. 1,53,300/- on completion of the aforementioned website and mobile
application with complete documentation and testing. This amount shall
be paid out in 4 instalments as mentioned below after deducting TDS at

applicable rates under the Tax Laws:

4.1.1

Rs. 50,000/- one business day after signing the agreement or 8th August,
whichever is later

4.1.2

Rs. 50,000/- one day after delivery of Phase 1 of project or 15th August,
whichever is later

4.1.3

Rs. 25,000/- one day after delivery of final delivery of project or 31st August,
whichever is later

4.1.4

Rs. 28,300/- thirty one days after final delivery of project or one day after fixing
of all bugs reported within one month of final delivery or 1st October,
whichever is later

4.2

The Party of the second part reserves the right to charge interest in respect
of the late payment of any money due under this agreement at the rate
of 12% per annum from the due date until receipt of payment.

5 OWNERSHIP RIGHTS
5.1 It is understood and agreed that the Software is being developed by the
Party of the Second Part for the sole and exclusive use of the CLIENT and
that the CLIENT shall be deemed the sole and exclusive owner of all right,
title, and interest therein, including all copyright and proprietary rights
relating thereto. All work performed by the Party of the Second Part on
Software and any supporting materials and documentation therefore shall
be considered as EXCLUSIVE PROPERTY of the CLIENT only.
5.2 The CLIENT has the right to use or not use the Software and to use,
reproduce, re-use, alter, modify, edit, or change the Software as it sees
fit and for any purpose.
5.3 In the event that it should be determined that any of such Software or
supporting documentation does not qualify as an EXCLUSIVE PROPERTY,
the Party of the Second Part will and hereby does assign to the CLIENT for
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, all right, title, and interest that it may possess in
such Software and the underlying materials and documentation including,
but not limited to, all copyright and proprietary rights relating thereto.
Upon request, the Party of the Second Part will take such steps as are
reasonably necessary to enable the CLIENT to record such assignment at
its own cost and expense.
5.4 Party of the Second Part will sign, upon request, any documents needed
to confirm that the Software or any portion thereof is an EXCLUSIVE
PROPERTY of the CLIENT and to effectuate the assignment of its rights to
the CLIENT.
6 REPRESENTATIONS AND WARRANTIES
6.1 The Party of the Second Part represents and warrants that the Software is
unique and original, is clear of any claims or encumbrances, and does not
infringe upon the rights of any third parties.
6.2 The Party of the Second Part warrants that it is authorized to enter into
this agreement and that its performance thereof will not conflict with any
other agreement.
6.3 The Party of the Second Part warrants that for a period of [number]
months following the Acceptance Date (the Warranty Period), Software
will perform in accordance with the detailed design Specifications provided

6.4

7
7.1

8
8.1

8.2

9
9.1

9.2

for in Schedule A. In the event that Software does not perform in

accordance with such Specifications during such Warranty Period, the
Party of the Second Part shall, at its expense and in an expeditious fashion,
make all necessary changes and modifications to Software to correct such
failure to perform.
THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH ARE THE
ONLY WARRANTIES MADE, AND THERE ARE NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, AND SPECIFICALLY THERE ARE NO IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE
INDEMNITY
The Party of the Second Part thereby agrees to defend, indemnify, and
hold the CLIENT, its officers, directors, agents, and employees, harmless
against all costs, expenses, and losses (including reasonable attorney fees
and costs) incurred through claims of third parties against the CLIENT
based on any breach by Software Developer of its representations and
warranties under this Agreement, and for any claims made by any third
party alleging that Software infringes its intellectual property rights.
INFRINGEMENTS
The CLIENT shall have the right, in its sole discretion, to prosecute lawsuits
against third persons for infringement of its rights in Software. Any lawsuit
shall be prosecuted solely at the CLIENTs expense and all sums recovered
shall be retained by the CLIENT.
The Party of the Second Part agrees to fully cooperate with the CLIENT in
the prosecution of any such suit and the CLIENT shall reimburse the Party
of the Second Part for any previously approved expenses that it might
incur as a result of such cooperation.
NOTICE AND PAYMENT
Any notice required to be given under this Agreement shall be in writing
and delivered personally to the other designated party at the above stated
address or mailed by certified, registered or Express mail, return receipt
requested or by Federal Express.
Either party may change the address to which notice or payment is to be
sent by written notice to the other under any provision of this paragraph.

10 AGREEMENT BINDING ON SUCCESSORS

10.1 The provisions of the Agreement shall be binding upon and shall inure to
the benefit of the Parties hereto, their heirs, administrators, successors
and assigns.
11 ASSIGNABILITY
11.1 Neither party may assign this Agreement or the rights and obligations
thereunder to any third party without the prior express written approval
of the other party which shall not be unreasonably withheld.
12 CONFIDENTIALITY
12.1 The party of the second part is aware that in the course of the performance
of the Agreement it will have access to and be entrusted with information
in respect of the business and operation of the CLIENT and their dealings,
transactions and affairs, all of which information, is or may be confidential.
Accordingly, the party of the second part undertakes that both during and
after completion of the Agreement:
12.2 It will not divulge to any person whatever or otherwise make use of (and

shall use their best endeavours to prevent the publication or disclosure of)
any Confidential Information.
12.3 The Party of the second part hereby undertakes to the other to make all
relevant employees, agents and sub-contractors aware of the
confidentiality of information and the provisions of this paragraph and to
take all such steps as shall from time to time be necessary to ensure
compliance by those people with these provisions.
13 LIMITATION OF LIABILITY
13.1 The following provisions set out the entire liability of the Party of the
second part (including any liability for the acts and omissions of his
employees) to the CLIENT in respect of:

13.1.1 Any breach of this contractual obligations arising under this agreement; and
13.1.2 Any representation statement or tortuous act or omission including
negligence arising under or in connection with this agreement
13.1.3 Any attempt to infringe the exclusive Intellectual Property rights of the
CLIENT.

14 DURATION AND TERMINATION

14.1 This agreement for the purposes of delivering the requisite
software/application/content in full to the CLIENT shall initially be for the
period 23rd MAY, 2016 to 30TH SEPTEMBER, 2016. The same may be
extended as mutually agreed as per exigencies. As regards the protection
of Intellectual Property rights of the CLIENT is concerned, the same shall
ever be binding on the party of the second part.
14.2 The CLIENT may terminate the agreement for software development
immediately upon giving notice in writing in the following circumstances:
14.2.1 The Party of the second part is in breach of any of the terms of this agreement;
or
14.2.2 The Party of the second part is or becomes incompetent or negligent in
respect of any of his obligations under this agreement; or
14.2.3 The Party of the second part refuses to carry out the work reasonably and
properly required of him under this agreement.

15 MATTERS AFTER TERMINATION

15.1 Notwithstanding termination of this agreement for whatever reason, all
the provisions that are intended to operate or have effect after termination

or expiration shall continue in full force and effect.

16 OBLIGATIONS OF THE CLIENT
16.1 In compliance of the terms of the instant agreement, the CLIENT agrees
to give the Party of the second part complete independence for selecting
staff of an appropriate level of skill and experience to work in his team;
17 NON-COMPETE
17.1 The Party of the second part will not engage in the development or
promotion of any software, application or similar business model or
activity, directly or indirectly, which infringes the Intellectual property
rights of the CLIENT or the activity undertaken is in direct competition with
the project developed.

18 FORCE MAJEURE
18.1 Neither party shall be liable for any breach of its obligations resulting from
causes beyond its reasonable control, which may include acts of God, fire,
natural disaster, war or military hostilities and in such a situation:
18.2 the parties hereby agree to give notice immediately to the other upon
becoming aware of an event of force majeure and such notice to contain
details of the circumstances giving rise to it;
18.3 If a default due to force majeure event shall continue for more than 6
weeks, then the party not in default shall be entitled to terminate this
agreement; and
18.4 Neither party shall have any liability to the other in respect of the
termination of this agreement as a result of force majeure.
19 SUCCESSORS TO THE AGREEMENT
19.1 Neither party shall be entitled to assign this agreement nor all or any of
their rights and obligations hereunder without the prior written consent of
the other.
19.2 The benefit and obligations of this agreement shall be binding on any
successor in title.
20 NOTICES AND SERVICE
20.1 Any notice to be served on either of the parties by the other shall be sent
by registered post pre-paid or by email and shall be deemed to have been
received by the addressee within 72 hours of posting or 24 hours if sent
by email to the correct email id and if at all the same is not returned
undelivered.

21 HEADINGS
21.1 The headings in this document are for reference only.

22 DISPUTE RESOLUTION
22.1 In the event of a dispute arising out of or in connection with this Contract
and which has not been resolved following discussions and negotiations
between a person or persons appointed or authorised by the two parties
then they undertake to attempt to settle the dispute by engaging in good
faith with the other in a process of mediation before commencing
arbitration or litigation.
23 WAIVER
23.1 The failure by either party to enforce at any time or for any period any
one or more of the terms or conditions of this Contract shall not be a
waiver of them or of the right at any time subsequently to enforce all terms
and conditions of this Contract.
23.2 No waiver by either party of any default shall be deemed as a waiver of
prior or subsequent default of the same of other provisions of this
Agreement

24 JURISDICTION
24.1 This Contract shall be interpreted according to the Laws of Republic of
India and the parties agree to submit to the exclusive jurisdiction of the
courts of competent jurisdiction at Karnal.
Signed by DR. DHRUV GUPTA, DIRECTOR
On behalf of SHINING ARMOUR TECHNOLOGIES PRIVATE LIMITED
Witness

Name:
Address:

Signed by MR. RONAK DHOOT, DIRECTOR

On behalf of GEEK SHASTRA TECHNOLOGIES PRIVATE LIMITED
Witness

Name:
Address:

CONTENTS
Date
Parties

PURPOSE OF AGREEMENT ...................................................................................... 1

RELATIONSHIP OF PARTIES .................................................................................... 1

OBLIGATIONS ......................................................................................................... 1

REMUNERATION .................................................................................................... 2

OWNERSHIP RIGHTS .............................................................................................. 3

REPRESENTATIONS AND WARRANTIES .................................................................. 3

INDEMNITY ............................................................................................................ 4

INFRINGEMENTS .................................................................................................... 4

NOTICE AND PAYMENT .......................................................................................... 4

10

AGREEMENT BINDING ON SUCCESSORS ............................................................. 4

11

ASSIGNABILITY ................................................................................................... 4

12

CONFIDENTIALITY .............................................................................................. 4

13

LIMITATION OF LIABILITY ................................................................................... 5

14

DURATION AND TERMINATION .......................................................................... 5

15

MATTERS AFTER TERMINATION ......................................................................... 5

16

OBLIGATIONS OF THE CLIENT ............................................................................. 6

17

NON-COMPETE .................................................................................................. 6

18

FORCE MAJEURE ................................................................................................ 6

19

SUCCESSORS TO THE AGREEMENT ...................................................................... 6

20

NOTICES AND SERVICE ....................................................................................... 6

21

HEADINGS .......................................................................................................... 7

22

DISPUTE RESOLUTION ........................................................................................ 7

23

WAIVER ............................................................................................................. 7

24

JURISDICTION ..................................................................................................... 7