Memorandum of understanding between

CSSI & XYZ Ltd

THIS AGREEMENT is made and executed on this the 8 th day of August 2008 by and
between Bruno’s Computer Solutions & Software Pvt. Ltd, a company with its office at 201
Srishti Towers, Arunodaya Colony, Hitec City Road, Madhapur, Hyderabad (‘BCSS’),
represented by Ms. Bhagya Lakshmi Munagala, hereafter referred as “Client” and XYZ Ltd,
13, Madhapur, Hyderabad – 500 081 represented by Mr. Anand Yadav, General Manager-
Finance hereinafter called as the “service provider”

Wherein a recruiting assignment is given by the client to the service provider, to find
suitable candidates to fill one or more positions within the Client’s company. The service
provider has accepted the search assignment (referred to as “Services”) and will commence
the search immediately thereafter, in reliance upon the client’s agreement with terms and
conditions set forth below:

1. Professional Fees Compensation.

Our service charges will be equivalent to 10% of the total cost to the company per annum
offered to the candidates plus service tax as applicable for candidates till Project lead
position and from Project Manager onwards the service charges will be 12% of the CTC
offered to the candidate.

Service charge will be payable by account payee cheque within 15 days from the date of
the candidate joining the client company.

In case the candidates leave within three months from joining, service provider would be
providing free suitable replacement. This will not apply for employee terminated under
normal cause by the company.

2. Confidentiality:
The client acknowledges and agrees that the identity of any candidate and all documents
sent to the client by the service provider concerning any candidate, including but not limited
to, any resumes, interview referral forms, correspondence, or other documents are
confidential trade secrets and shall not be disclosed to any third party without the express
written consent of either parties. The client further agrees not to contact the current
employer of any candidate referred by the service provider to the client until such candidate
has accepted an employment offer from the client or on prior consent from the candidate
routed through the services provider.

3. Non solicitation
The service provider shall agree not to indulge directly or indirectly in sourcing BCSS or its
group company employees for any other organization’s requirements.

4. Hiring Decisions and Accountability:

The Client acknowledges and agrees that the service provider shall only source, shortlist,
and provide the client with candidates to fill client vacancies. Hence, the client is solely
responsible and accountable for its hiring decisions. The service provider makes no
warranty, expressed or implied with respect to the services provided, or the suitability for the
client's purposes of any persons recruited or considered for recruitment by the client or the

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authenticity of any information provided by such persons to the Client, whether through
service provider or otherwise.

5. Duplication:
Since the client is actively pursuing through various sources such as advertisements,
portals, other service providers etc to get the candidates, in case of any duplication of CV’s
against which the selection process if any happens, such sourcing will be intimated to the
service provider immediately and the same cannot be counted for the billing.

6. Entire Agreement:
This Agreement constitutes the sole and only agreement of the parties and supersedes any
prior understandings, written or oral agreements between the parties respecting the subject
matter. This Agreement shall be binding on and endure to the benefit of the parties to it,
and their respective heirs, executors, administrators, legal representatives, successors and
assigns.

7. Governing Law of the Agreement.

The validity of this Agreement and any of its terms or provisions, as well as the rights and
duties of the parties, shall be governed by the laws of the State of Andhra Pradesh subject
to Hyderabad jurisdiction.

8. Validity and Termination of the Agreement.

This contract is valid for a period of one year from the date of signing.
The Agreement may be terminated by either party by providing 30 days prior written notice.
The Client shall still be liable to pay the dues if any, against the candidates offered during
the contract period as per the clause 1 above.

9. Others:
The client shall communicate the service provider about the candidate joining the
organization and compensation offered.
Sourcing the candidates is the responsibility of the service provider. Client is not
responsible for reimbursement of any expenses incurred for sourcing the candidates.

I have read and understood the above terms and conditions

By: _____________________________ By: _____________________________

Mr. G. Anand Yadav Ms. Bhagya Lakshmi Munagala

Designation: General Manager Finance Designation: Director – Technology
Operations
XYZ Ltd. Bruno’s Computer Solutions & Software Pvt. Ltd

Date:
Place:

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