CONSULTANCY AGREEMENT

THIS AGREEMENT is made and entered into at Colombo on this...........day

of.......... Two Thousand and eighteen (2018)
by and between:
……………….of No. 100, 5th lane, Colombo 03, Sri Lanka and bearing Company
Registration Number ......... (hereinafter referred to as "COMPANY”). And

…………………of………………….. (Holder of National Identity Card

Number.............) (hereinafter referred to as the “CONSULTANT") of the
OTHER PART.

WHEREAS

a. the CONSULTANT has represented that he is skilled and

experienced in ...........and has expressed his interest in providing
services relating to the same to the COMPANY; and

b. based on the representations made by the CONSULTANT as

aforesaid, the COMPANY has agreed to obtain the services of the
CONSULTANT on such terms and conditions more fully described
below;

NOW THEREFORE it is hereby mutually agreed between the parties as

follows;
1. The COMPANY shall engage the services of the CONSULTANT for the
purpose of……………..and as notified from time to time by the
COMPANY (“Services").
2. The CONSULTANT shall report directly to ............pertaining to the
Services on person nominated in writing by the Board of Directors.
3. The appointment of the CONSULTANT shall be for a period of twelve
(12) months commencing from the ........ and ending on the .............
(“Term").
 4. The fee for the CONSULTANT shall be ...............per month
(“Consultancy Fee") exclusive any taxes applicable which shall be borne
by the CONSULTANT.
5. The CONSULTANT shall be responsible for the payment of all personal
tax and payable for the payments made hereunder in Sri Lanka and any
other jurisdiction.
6. The COMPANY shall also be entitled to deduct any taxes as required by
law (if any) from any payment made hereunder.
7. The CONSULTANT acknowledges and expressly agrees that he shall
not be entitled to any statutory payments (including and not limited to
the payment of EPT/ETF/ Gratuity) by the COMPANY for the Services
hereunder and that he shall not at any time during the Term of this
Agreement or thereafter claim from the COMPANY the payment therefor.
The CONSULTANT hereby waives his right to institute legal action
against the COMPANY for any claims relating thereto.
8. Subject to the provisions of the Agreement or to any directions or
instructions given to him by the COMPANY the CONSULTANT shall
exercise his independent discretion pertaining to the responsibilities
towards the COMPANY.

9. Termination:

a. The COMPANY shall notify the CONSULTANT, in writing, if it

considers that the CONSULTANT is not discharging its obligations
under this Agreement, stating the reasons therefor.

b) In the event that the CONSULTANT does not reply/remedy to such notice
to the satisfaction of the COMPANY within fifteen (15) days, the
COMPANY may deem the Agreement terminated forthwith, may suspend
the Agreement (with or without pay) or reduce the scope of the
CONSULTANTS services, at it's discretion.

c) Either party hereto shall be entitled to terminate this Agreement by giving

the other party One (01) months notice in writing of his or its intention to
determine this Agreement and after the expiration of such notice the
Agreement shall stand determined.
d) On termination, the CONSULTANT shall return equipment, materials or
any other property of the COMPANY provided by the COMPANY for the
provision of services hereunder.

e) In the event of termination of this Agreement by the COMPANY as per

Clause 10 (b) or the CONSULTANT as per Clause 10 (c), the COMPANY
has to bear additional costs/ forego any payments made for the benefit of the
CONSULTANT all such amounts shall be deducted from any amounts due
to the CONSULTANT (if any) If there are no such amounts due to the
CONSULTANT, the CONSULTANT shall immediately make the
necessary payment to the COMPANY.

10.The CONSULTANT hereby represents, warrants and covenants to the

COMPANY that he shall not either during the Term of this Agreement or
thereafter except in the proper performance of his duties;

a) Divulge to any person whosoever or knowing permit or enable any person to

acquire a trade secret or manufacturing process or other confidential
information concerning finance, products or services of the COMPANY or
any member of Hesperus Marketing (Pvt) Ltd. or their composition the
business or finances of the COMPANY or any Associate members of
Hesperus Marketing, any of its or their dealings transactions or affairs or any
details thereof which may have come to his knowledge during or in the
course of his Consultancy assignment or service with the COMPANY
(hereinafter called the "CONFIDENTIAL INFORMATION”)

b) Use or attempt to use any of the CONFIDENTIAL INFORMATION for

his own use in any manner which may injure or cause loss either directly or
indirectly to the COMPANY, or any Associate member of Hesperus
Marketing or its or their business (es) or may be likely to do so.

c) Publish or disclose the CONFIDENTIAL INFORMATION or any part

thereof without prior authorization and approval from the Board of Directors
of the COMPANY.
 11. The CONSULTANT hereby represents, warrants and covenants with the
COMPANY and or any subsidiary/associate member of Hesperus
Marketing that he shall not for a period of Twelve (12) months after the
termination of this Agreement for whatever reason, whether directly or
indirectly on his own account or in conjunction with or on behalf of any
entity or business solicit or entice away from the COMPANY or any
subsidiary/associate member of Hesperus Marketing or employ or cause
any third party, not being a member of Hesperus Marketing, to employ or
engage any person who has been in the employment of the COMPANY or
any subsidiary/associate member of Hesperus Marketing at any time within
a period of Twelve (12) months prior to the termination of the Agreement

12. In performing the Services, the CONSULTANT shall as a minimum, use

his best endeavors to provide all expert technical advice and skills which
are normally required for the Service

The CONSULTANT represents and warrants that:

a) He has the necessary skill, competence, experience and capacity to

undertake and complete the Services; and
b) At all times shall apply such skills, competence and experience in the
performance of the Services.
c) He shall carry out his duties in the best interest of the COMPANY
d) He has the legal right to enter into this agreement and that he is not
contravening any agreement with any other party by entering into this
agreement with me

13.The copyright of appropriate documents and material prepared in

connection with the Agreement or developed for the COMPANY, whether
by the CONSULTANT or a third party belongs to the COMPANY. The
CONSULTANT shall not be entitled either directly or indirectly to make
use of these documents for the carrying out of the Services other than with
the express written permission of the COMPANY.

14.It is hereby expressly agreed by and between the parties hereto that;
a) The CONSULTANT shall not be regarded as an Agent or Employee of the
COMPANY and accordingly the CONSULTANT shall not act or conduct
himself in any manner to give impression to third parties that he is
functioning as an Agent or Employee the COMPANY in respect of the
business of the COMPANY.

b) The CONSULTANT shall not enter into any Bond or become Security to
any person or party or do knowingly cause or suffer to be done anything
whereby the COMPANY'S property or any part thereof may be seized
attached or taken in execution by any legal process.

c) The CONSULTANT shall not draw accept or endorse any bill on behalf of
the COMPANY or in any way pledge the credit of the COMPANY.

15.The CONSULTANT shall be deemed to have satisfied himself before

accepting this Agreement as to the correctness and sufficiency of
Consultancy fee proposal for the Services.

16.The CONSULTANT shall ensure that it has obtained all licenses, permits
required under the laws, By-laws and Regulations of Sri Lanka to provide
CONSULTANCY services envisaged under this Agreement.

17.The CONSULTANT shall adhere to all applicable laws and regulations of

Sri Lanka whilst performing the Services set out hereunder.

18.This Agreement represents the entire agreement among the Parties relating
to the subject matter hereof.

19.Clauses 8, 10 (d) and (e), 11, 12 and 14 shall survive the termination of
this Agreement.

20.In the event that any provision of this Agreement is held to be

unenforceable or invalid by a court of competent jurisdiction, the Parties
shall negotiate an equitable adjustment to the provisions of this Agreement
with a view to effecting, to the extent possible, the original purpose and
intent of this Agreement, and the validity and enforceability provisions
shall not be affected thereby.
 21.This Agreement and any issues or disputes arising out of or in connection
with it shall be governed by and construed in accordance with the laws of
Sri Lanka.

IN WITNESS WHEREOF the parties have entered into this Agreement by

placing their hands hereunto and one other of the same date and tenor on the date
aforementioned.

Authorized signatory of the ………………………..

………………………………….
Director

Witnesses:
1 …………………………….

Signature of ………….... placed after having read and understood the terms and
conditions contained herein

Witnesses:

1 …………………………….