MANPOWER SERVICES AGREEMENT (the “Agreement”)

This Agreement is entered on [date] at _________

BETWEEN

XXXXXXXXXXXXXXX Private Limited, a company incorporated in India, with its registered

office at XXXXXXXXXXXXXXX and its Corporate Office at XXXXXXXXXXXXXXX, registered
with the Companies Act, 1956 (hereinafter referred to as the “Company” or “XXXX”) which
expression shall, unless repugnant to the context or meaning thereof, be deemed to include
its successors and permitted assigns;

AND

[……….], a proprietorship concern,/ a Company registered under the Companies Act,

1956/2013 having its place of business at […….], (hereinafter referred to as the “Service
Provider”) which expression shall unless repugnant to the context thereof be deemed to
mean and include its nominees, permitted assigns and successors- in-interest)

[INSERT DETAILS OF SERVICE PROVIDER AND DELETE THIS SENTENCE]

(hereinafter together referred to as the “Parties” and individually as a “Party”).

RECITALS:

(a) The Company is executing a contract that was awarded for XXXXXXXXXXXXXXXXXX}
(hereinafter referred to as the “Project”);

(b) The Service Provider has represented to the Company that it is possessed of the
requisite skills and capabilities required for providing the Services (defined below).
Based on the representation of the Service Provider the Company desires to engage its
services for the Plant.

(c) The Service Provider has offered to provide its services in accordance with the terms
and conditions thereafter.

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

ARTICLE 1 – ENGAGEMENT OF THE SERVICE PROVIDER

The Company hereby engages the Service Provider for

____________________________________________ [hereinafter referred to as
“Service(s)”] at various places in _________________ [INSERT PLACE WHERE SERVICE
WILL BE PROVIDED], for the Project, as more particularly set forth below. The Service
Provider hereby accepts such engagement and agrees to perform the Service(s) as set forth
in this Agreement and in accordance with the terms and conditions set out in this Agreement.

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ARTICLE 2 – SCOPE OF SERVICES

The Service Provider shall provide the Service(s) as per Schedule – A in accordance with
the following:

(a) The Company shall, during the term of this Agreement and at any point, thereafter,
have the unrestricted right to perform the Service(s) anything similar to the Service(s)
on its own or appoint any other Person for rendering the Services or services similar to
the Services;

(b) The Service Provider covenants that all Services provided to the Recipient shall be in
accordance with all Applicable Laws and the Service Provider shall at all times comply
with all Applicable Laws in the course of providing the Service(s);

(c) The Service Provider shall comply with all reasonable instructions and approvals given
to the Service Provider on behalf of the Company by the Company’s Representative in
connection with the Service(s);

(d) The Service Provider shall keep the Company, through the Company’s Representative,
fully and properly informed on a regular basis, including by issuing monthly written
reports, on all aspects of the Projects and the Services for which the Service Provider
is responsible. The monthly written reports will state all activities undertaken by the
Service Provider, together with achievements and progress regarding all aspects of the
Services, and shall be addressed to the Company’s Representative within five
business days of the end of the relevant month; and

(e) The Service Provider shall perform other tasks related to the Service(s) which the
Company, through the Company’s Representative, specifically requests.

ARTICLE 3 – COMPENSATION FOR THE SERVICES

3.1 In consideration of the performance of the Service(s), the Company shall pay, or cause
to be paid, to the Service Provider the compensation and expense reimbursement
pursuant to, and at the times and in the manner specified in, Schedule - B hereto
entitled “Service Provider’s Fees”.

3.2 Invoicing and payment

(a) After the first day of each month, the Service Provider shall prepare and submit to
the Company an original invoice for (i) its fees, as calculated pursuant to
Schedule- B for the services described in Schedule - A hereto, (ii) any out-of-
pocket costs or expenses properly documented and eligible for reimbursement
(the “Reimbursable Expenses”).

(b) The invoices shall (i) state the name and address of the Project, the name and
the contact details of the person in charge of the Project within the Service
Provider, (ii) provide or reflect the previously submitted specific and detailed
accounts of the Service(s) provided in each month and the exact amount of time
taken to perform each Service; (iii) be accompanied by or reflect the previously
submitted corresponding monthly written report in English, and (iv) be delivered
to the ______________________. [INSERT PLACE WHERE INVOICE WILL BE
SUBMITTED]

(c) The Service Provider’s invoices shall comply with all applicable laws, including
tax requirements including but not limited to GST.

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 (d) The Company shall pay to the Service Provider all undisputed amounts shown on
each such invoice within sixty (60) days after the Company’s receipt of the
invoice, provided that such invoice complies with the conditions set out above in
this Article 3.2, and in particular the submission of the monthly written report
referred to in Article 3.2 (b) (iii).

3.3 The Service Provider’s fees shall be paid in ______________________ (INSERT

PLACE) in INR as per Schedule - B, onto the Service Provider’s bank account(s) in
_______________. [INSERT BANK A/C DETAILS]

3.4 Late invoicing

The Service Provider shall not be entitled to payment for any Reimbursable Expenses
invoiced to the Company more than ninety (90) days after the Service Provider has
incurred such expenses.

ARTICLE 4 – NATURE OF RELATIONSHIP AND RESPONSIBILITY

4.1 It is agreed that in the performance of this Agreement, the Service Provider and its
employees, workers etc. are acting solely on independent basis and not as employees
of the Company. Further, nothing in this Agreement shall be construed or implied to
create a relationship of partner, agency, joint venture or employer and employee
between the Company or any of its affiliates, on the one hand, and the Service
Provider or any of its affiliates, or their respective officers, directors or advisors,
nominees, permitted assigns and successors- in-interest on the other hand, and neither
Party shall make any claim inconsistent with the foregoing.

4.2 The Company and the Service Provider acknowledge that no broker, representative or
other person has any interest in the Service Provider’s remuneration, whatever the
operations provided for in this Agreement.

4.3 (a) The Service Provider undertakes: (i) not to execute, enter into or perform any
agreements, or engage in any binding discussions or negotiations with, any third
party or parties in the name or on behalf of the Company or any company of the
XXXX (hereinafter referred to as the “Group”) without the express prior consent;
and (ii) not to present itself or assert itself as being authorized or entitled to
commit the Company to any agreement or undertaking.

(b) The Service Provider shall use all reasonable efforts necessary to promote the
interests of the Company in relation to the Project.

(c) The Service Provider shall use its best efforts to perform all the Service(s) in a
prompt and timely fashion and with all necessary due diligence to the satisfaction
of the Company The Service Provider, as well as all persons and entities,
proprietorship concerns, employed by the Service Provider or under its control
and performing the Services in accordance with this Agreement shall at all times
have all qualifications and authorizations, licenses or permits as may be
necessary to perform the Services.

(d) The Service Provider undertakes to inform all third parties of the limits of its
authority as from its first contact with such third parties in the performance of the
Service(s).

4.4 The Service Provider shall be responsible for the following (whether committed by the
Service Provider or any of its partners, shareholders, directors, officers, employees or

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 advisors, nominees, permitted assigns and successors- in-interest): (i) its or their
breaches and negligence in the performance of the Agreement or of the Service(s);
and (ii) its or their fraud, willful misconduct and failure to comply with applicable law or
the provisions of this Agreement, including by making a representation or warranty
hereunder that is false or misleading in any material respect or by breaching a
representation, warranty or undertaking set out in Article 6 hereof.

4.5 In any of the events set out in Article 4.4, the Service Provider shall hold harmless and
indemnify the Company and any company of the Group for all consequences of its
breach of this Agreement or failure to comply with the provisions of this Agreement,
whether by the Service Provider or by any of the persons referred to in Article 4.4.

4.6 (a) The Service Provider shall be solely and exclusively liable for payment of all
taxes and duties (including GST, VAT and similar taxes) which are applicable or
which could be applicable in connection with this Agreement in future during the
term of the Agreement, which may be imposed on any payments made by the
Company to the Service Provider pursuant to this Agreement.

(b) The Service Provider, as an independent contractor, shall be exclusively

responsible and liable for social security contributions, unemployment
contributions, withholding taxes, workers’ compensation and any other tax,
withholding or charge that may result from any employer status, in India.

(c) The Service Provider shall hold the Company harmless and indemnify the
Company and any company of the Group against any claims, taxes, duties,
liabilities, costs or expenses that the Company or any company of the Group may
incur as a result of retaining the Services of the Service Provider.

4.7 (a) The Service Provider agrees to, and does hereby, release the Company from any
and all liability for damage to property, loss or personal injury or death which may
be sustained by it or by any persons or entities in its employ or under its control
and which in any way arises from, or is connected with, Service Provider’s
performance of the Services, except when such injuries, damage, or death are
caused solely by the willful misconduct of the Company, its agents and
employees.

(b) The overall liability of the Company under this Agreement is limited to (i) the
amounts due and payable by the Company for the remaining duration of The
Agreement, in accordance with Schedule - B and (ii) as the case may be, INR
50,000 (Indian Rupee Fifty Thousand Only) whichever is less.

(c) Notwithstanding any other provision of this Agreement or the Scope of Work, the
neither parties shall be liable for any losses, damages, liabilities, costs (including
reasonable legal costs) and expenses (including taxation) arising under any of
the following heads:

i. indirect or consequential loss or a loss which, whether it arises as a direct

and natural result of a breach of this Agreement, is not a reasonably
foreseeable result of that breach; or
ii. loss of anticipated savings, opportunity, revenue, profit or goodwill or other
economic loss, unless provided for in Article 8.

4.8 For the purposes of this Agreement, the Company shall be entitled to have any or all of
its obligations performed through one or several of the companies of the Group and the

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 Company shall procure that these companies comply with the provisions of the
Agreement as if they were a party to it.

4.9 (a) The Service Provider undertakes to invest as much time as possible to duly
perform its obligations under the Agreement. The abovementioned Service(s)
shall be performed by a Service Provider’s staff which is duly qualified and
experienced and appointed to the project team by the Service Provider. Upon
request by the Company, the Service Provider shall immediately replace any staff
member whose performance of the Services is deemed by the Company
inappropriate or insufficient for the purposes of this Agreement.

(b) Where necessary, a person in charge of the performance of the Services (the
“Services Manager”) shall be proposed by the Service Provider and approved by
the Company’s Representative in a separate written document. No substitution or
replacement of the Services Manager may then take place without the prior
written consent of the Company. If such a consent is not requested or is refused
for any reason, the Company shall be entitled to terminate the Agreement in
accordance with the provisions of Article 9.2.

4.10 It is hereby acknowledged that the Service Provider shall act exclusively for the
Company in the performance of the Service(s). The Service Provider shall report
directly to the Company's Representative and shall only take instructions and obtain
approvals from the Company's Representative.

ARTICLE 5 – CONFIDENTIALITY

5.1 The Parties agree that the knowledge and information developed by, or communicated
to, the Service Provider or to any or all persons or entities in its employ or under its
control in the performance of this Agreement are of a highly confidential nature. The
Service Provider, its partners, shareholders, directors, officers, employees or advisors
shall therefore treat all documents and information received, created or developed in
their performance of this Agreement (the “Confidential Information”) as strictly
confidential.

5.2 The Service Provider undertakes:

(a) to make use of the Confidential Information for no purpose other than fulfilling its
obligations under this Agreement;

(b) not to make any disclosure (whether orally, written or in any other form) of such
Confidential Information, throughout the term of this Agreement and during a
period of 10 years after the normal or early termination of this Agreement, except
to persons agreed by the Company (including employees of the Company, who
are specifically designated in writing by the Company to that effect) who agree in
writing to the benefit of the Company to be bound by the terms of this Article 5.

5.3 Confidential Information shall not include information which the Service Provider can
prove:

(a) has become public otherwise than as a result of a breach of this Agreement;

(b) has been obtained or developed in an independent manner without any breach of
the Service Provider’s obligations under this Agreement.

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5.4 At termination of this Agreement, the Service Provider shall, upon request by the
Company, deliver to the Company all embodiments of Confidential Information in the
Service Provider’s possession, which are in any way related to the Services performed
pursuant to this Agreement. Notwithstanding the foregoing, the Service Provider may
retain one copy of the Confidential Information for the sole purpose of complying with
its tax obligations, if any.

5.5 The Service Provider hereby assigns to the Company all rights, title and interest,
including the copyright, to all results of its Services.

5.6 The Parties shall keep the existence and content of this Agreement strictly confidential
and shall not disclose either the existence or the content to any third party without the
written consent of the other Party, even after the termination of this Agreement, unless:
(i) such disclosure is required by law (e.g. for accounting or tax purposes), or (ii) in the
Company’s sole opinion, a third party has a legitimate need to know of them (e.g. for a
company-initiated audit in accordance with this Agreement). Notwithstanding the
foregoing, each of the Parties agrees that the other Party shall be entitled to disclose
this Agreement and its content to any governmental, regulatory or judicial authority or
or any other jurisdiction that requests and is lawfully entitled to such information.

ARTICLE 6 – ACCURACY OF INFORMATION – COMPLIANCE WITH LAWS

6.1 The Service Provider represents and warrants that all information provided to the
Company prior to the execution of this Agreement and relating to its identity, its
experience, the organization of its business, are accurate and complete.

6.2 The Service Provider represents and warrants that the Service Provider, in the
performance of the Service(s) under the Agreement, currently complies, and will
continue to comply, with, all labour laws applicable in India. The Service Provider
remain compliant with all rules and regulations on payment of wages, salaries, other
specified statutory entitlements that are specified under the law including other laws
and its related rules & regulations that apply to this Agreement and to the performance
thereof. The Service Provider shall hold the Company harmless and indemnify the
Company and any company of the Group against any claims, losses or damages
arising from the Service Provider’s breach of the obligations in this clause.

6.3 The Service Provider represents and warrants that it is aware of and familiar with the
provisions of the anti-bribery laws of India prohibiting notably illicit payments, and with
all national or extra-territorial laws applicable to the Company and its direct and indirect
shareholders, which implement SAPIN-II, the OECD Convention on Combating Bribery
of Foreign Officials in International Business Transactions, as these laws may be
amended or interpreted from time to time (the “Anti-Bribery Laws”).

6.4 The Service Provider represents and warrants that it has not taken and will not take
any action that could be a violation of the Anti-Bribery Laws of India or France or could
cause the Service Provider or the Company to incur any liability under these laws.

6.5 The Service Provider represents and warrants that it has not paid, offered, promised or
agreed to pay, nor has it caused to be paid, offered, promised or agreed to be paid, in
connection with its performance of this Agreement or the business resulting therefrom,
any money (including political contributions, fees, commissions or other undue
pecuniary advantage) or other thing of value, directly or indirectly, to any Government
Official and that it will not do so in the future.

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6.6. The Service Provider represents and warrants that it has not paid, offered, promised or
agreed to pay, nor has it caused to be paid, or offered, promised or agreed to be paid,
directly or indirectly, in respect of this Agreement and the business resulting therefrom,
any contributions, fees, commissions or other advantages to any private individual who
as a result derived undue pecuniary or other advantage in connection with this
Agreement and that it will not do so in the future.

6.7 The Service Provider undertakes that neither it nor any of its partners, shareholders,
directors, officers, employees or advisors acting on its behalf, will, in connection with its
performance of this Agreement and the business resulting therefrom, offer, pay,
promise or agree to pay, or authorize the giving of money (including political
contributions, fees, commissions or other undue pecuniary advantage) or any other
thing of value to any Government Official or to other any person, while knowing or
being aware of a probability or having reason to believe that all or a portion of such
money or other thing of value will be offered, given or promised, directly or indirectly, to
any Government Official for the purpose of:

(a) influencing any act or decision of such Government Official in his or its official
capacity, including a decision to fail to perform his official functions; or

(b) inducing such Government Official to use his or its influence with a government
or administration thereof to affect or influence any act or decision of such
government or administration,

in order to assist the Company in obtaining or retaining business or an advantage for or

with or directing business to any third party.

6.8 The Service Provider further undertakes:

(a) that no part of the payment of any amounts due and payable under this
Agreement shall in any way be distributed to the Company or its affiliates or to
any of the employees thereof;

(b) that no gratuity, gift or payment of any nature shall be accepted by the Service
Provider where the intent of the offeror or maker thereof is to corrupt and
influence the performance of the Service Provider’s obligations under this
Agreement and the business resulting therefrom, in any manner.

6.9 The Service Provider undertakes to immediately inform the Company in the event that,
pursuant to subsequent developments, the undertakings, representations and
warranties and the information set out herein cease to be accurate or complete at any
time.

6.10 The Service Provider acknowledges that the Company entered into this Agreement
with the Service Provider in material reliance on the representations, warranties and
undertakings contained in this Article 6.

6.11 Therefore, and notwithstanding anything herein to the contrary, in the event that the
Company has reason to believe that Service Provider has taken or may take any action
that could constitute a breach of the Agreement the Company may withhold further
payments, in addition to any other rights specified under this Agreement until such time
that the breach has been rectified, if possible. If such breaches cannot be rectified
within 7 days, this Agreement shall be terminated forthwith, in accordance with Article
9.

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6.12 In order to reasonably guarantee compliance with the Anti-Bribery Laws and the
representations, warranties and undertakings above, the Service Provider accepts to
make available, at the Company’s request, to any accounting audit firm appointed by
the Company and reasonably acceptable to the Service Provider, at any time during
the term of this Agreement, its accounting books, archives and others documents
which relate to its activities in connection with this Agreement so that they can be
verified. The audit firm shall provide to the Company only the information resulting from
the audit which relates to a possible breach of the Anti-Bribery Laws or of the
abovementioned representations, warranties and undertakings. The Company will bear
the costs and expenses of this audit, unless the audit reveals a breach of the Anti-
Bribery Laws or of the abovementioned representations, warranties and undertakings,
in which case the costs and expenses will be borne by the Service Provider.

6.13 In case of any breach by the Service Provider, its partners, shareholders, directors,
officers, employees or advisors, of the provisions set forth in this Article 6, the Service
Provider shall be liable to the Company for such breach and will indemnify it for all
costs, penalties, damages or other liabilities and loss (whether direct or indirect) of
profit, business or anticipated profits or savings and for any indirect or consequential
damages or loss whatsoever, incurred by the Company or other companies of the
Group.

6.14 The Service Provider acknowledges being aware of the charters and ethics documents
applicable to the Company, (the “Ethics Policy”), including:

(a) the Group Ethics Charter; and

(b) the guide of ethics in practice.

6.15 The Service Provider acknowledges being aware of the Health & Safety Policy of XXXX
and confirms that it has received copies all documents comprising of the Health &
Safety Policy.

The Service Provider confirms that it fully understands the contents of the Ethics Policy
and the Health & Safety Policy of XXXX and that it undertakes to perform the Services
in strict compliance with such policies as mentioned in 6.14 and 6.15 above. The
Company reserves the right to terminate the Service(s) forthwith for any breach, in
addition to the entitlement of being indemnified by the Service Provider for breach.

ARTICLE 7 – CONFLICT OF INTEREST

7.1 If, at any time during the term of this Agreement, (a) the Service Provider, (b) any
business entity in which the Service Provider owns, directly or indirectly, an interest, (c)
any persons or entities in the Service Provider’s employ or under its control or (d) any
persons or entities holding a material or controlling interest in the Service Provider
wishes to perform services for others which could, directly or indirectly, conflict with the
interests of the Company, the Service Provider agrees to request the prior written
approval of the Company which may be granted or withheld at the sole and absolute
discretion of the Company.

7.2 By entering into this Agreement with the Company, the Service Provider represents that
no relationships, interests, agreements or obligations (including a non-competition
obligation which would, by virtue of entering into this Agreement and/or performing its
obligations hereunder, constitute a violation of such obligation) with any other party
which could give rise to a conflict of interest now exist.

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ARTICLE 8 – INDEMNITY

The Service Provider shall indemnify and hold the Company, its officers, directors,
employees, agents, representatives, suppliers, affiliates and the employees of such affiliates
harmless against all claims losses, taxes, expenses, costs, liabilities or damages including
legal fees that arise out of, or are connected with: (a) breach of representations and
warranties of the Service Provider as set out in the Agreement; (b) any neglect or default
committed by the Service Provider in performing its obligations under the terms of this
Agreement or any Statements of Work; (c) gross negligence or wilful misconduct of the
Service Provider or any of the employees, agents, contractors, officers, representatives of
the Company; (d) any loss of work, money, data and business of the Service Provider; (e)
any breach of Applicable Laws by the Service Provider or the Personnel in the course of
rendering the Services, including but not limited to labour laws in India (f) any loss of
reputation of the Company caused due to the acts or omissions of the Service Provider or
the Personnel; (g) any losses arising due to the Service Provider’s failure to abide by the
Company’s Ethics Policy and Health & Safety Policy; and (h) any losses arising for the
Service Provider’s breach which has led to termination of the Main Contract executed by the
Company with any other Authority for whom the Project is being executed and wherein the
services of the Service Provider are engaged.
ARTICLE 9 – TERMINATION OF THE AGREEMENT

9.1 Either party may terminate the agreement by serving 30 days prior notice to the other
side. Unless earlier terminated pursuant to the terms hereof, this Agreement shall
automatically terminate at the end of the Term specified in Schedule – A subject to the
Parties’ right to renew and extend, by mutual consent in writing, this Agreement for
successive periods of one (1) year.

9.2 Without prejudice to other remedies, the Company may terminate this Agreement with
immediate effect, without compensation, by giving the Service Provider written notice,
in the event of occurrence of any of the following: (a) the Service Provider is in
liquidation or provisional liquidation or under administration, has a controller or
analogous person appointed to it or any of its property, is unable to pay its debts or
otherwise insolvent, or any analogous event under the laws of any applicable
jurisdiction, or more generally ceases to exist as a business in operation; (b) an act or
omission by the Service Provider, its partners, shareholders, directors, officers,
employees or advisors, nominees, permitted assigns and successors- in-interest which,
in the exclusive opinion of the Company, is in breach of the provisions of Article 6; (c) a
breach by the Service Provider of a material obligation under the Agreement, notably of
the provisions of Article 4.9; (d) a breach by the Service Provider, its partners,
shareholders, directors, officers, employees or advisors of any law or regulation in the
context of the performance of this Agreement; (e) fraud, or willful or serious misconduct
by the Service Provider or any of its partners, shareholders, directors, officers,
employees or advisors; (f) inability or refusal by the Service Provider to provide the
Services in a manner satisfactory to the Company; (g) if the Service Provider does not
comply with the labour law related regulations applicable in India, the Health & Safety
Policy and the Ethics Policy of the Company; (h) if the Main Contract executed by the
Company with any other Authority for whom the Project is being executed and wherein
the services of the Service Provider are engaged. Upon termination all further
obligations of the Parties shall cease and no further payments shall be due by the
Company, except as specifically described in Article 9.4 hereof. In the event of
termination pursuant to paragraph (b) or (e) of Article 9.2, all payments previously
received by the Service Provider shall be reimbursed to the Company to the largest
extent permitted by law.

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9.3 The Service Provider may immediately terminate this Agreement upon a willful default
by the Company of a material obligation hereunder. Upon termination hereunder, all
further obligations of the parties shall cease, and no further payments shall be due by
the Company, except as specifically described in Article 9.4 hereof.

9.4 Notwithstanding any termination of this Agreement under Articles 6.12, 9.1, 9.2, 9.3
above, or any suspension of the Service Provider’s performance of the Services under
Article 9.4, the obligations under Articles 4.4 through 4.8, 5, 6, 8, 10, 11, 12 and 13 of
this Agreement shall survive and remain in full force and effect.

ARTICLE 10 – INTELLECTUAL PROPERTY RIGHTS

10.1. The Company hereby agrees to grant to the Service Provider a non-exclusive license
during the term of this Agreement and on a royalty free basis, to use the Brand Name
of “XXXX” for the purpose of rendering Services in accordance with the provisions of
this Agreement and shall follow all Principle of Usage, Code of Conduct norms, the
Standard Process Manual of the owner of the Intellectual Property Rights “XXXX”. The
Service Provider shall use the Brand name of the Company strictly in accordance with
the guidelines that the Company may provide.

10.2 All Intellectual Property Rights in the Brand “XXXX” are and shall always remain the
exclusive property of the Company and/or its licensors (if any). Nothing in this
Agreement shall transfer ownership or any aspect of ownership of Intellectual Property
Rights in the Brand to the Service Provider and shall not be considered to have granted
the Service Provider with any right to modify, adapt, alter, translate, reverse engineer,
decompile, de-assemble or create derivative works of Intellectual Property Rights
owned by the Brand.

10.3 The Service Provider expressly acknowledges that all of the results and proceeds of its
Services, including, but not limited to, all plans, ideas, advertisements, marketing and
promotional materials, scripts, drafts, sketches, notes, digital files, photographs,
websites, computer code, and other materials created by the Service Provider
hereunder in the performance of the Services (collectively, the “Materials”) shall be
considered “Works Made For Hire”, of which the Company is and shall be considered
the sole author within the meaning of the Act and the sole and exclusive owner of all
right, title, and interest therein (the “Rights”) upon creation and at all stages of
completion.  The Rights include, without limitation, all copyrights, neighbouring rights,
trademarks, patents, patent applications, mask works, trade secrets, and any and all
other ownership and exploitation rights in the Materials now or hereafter recognized in
any and all territories and jurisdictions, including, without limitation, production,
reproduction, distribution, adaptation, performance, display, fixation, rental and lending
rights, exhibition, broadcast, merchandising, and all other rights of communication to
the public, and the right to exploit the Materials throughout the universe in perpetuity in
all media, markets, and languages and in any manner now known or hereafter devised.
The Service Provider hereby transfers and shall be deemed to have assigned in favour
of the Company, all rights, title and interest in and to all the Intellectual Property Rights
in the Deliverables in perpetuity for no further consideration. The Service Provider
agrees that such assignment shall be absolute, perpetual, worldwide and royalty free.
The Service Provider agrees that notwithstanding the provisions of any applicable law,
such assignment shall not lapse nor the rights transferred therein revert to the Service
Provider even if the Company does not exercise the rights under the assignment within
a period of one year from the date of assignment. The Service Provider acknowledges
and agrees that it shall waive any right to and shall not raise any objection or claims
with respect to the assignment of materials created for the Company, under this
Agreement.
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10.4 The Intellectual Property Rights owned by the respective Parties prior to this
Agreement shall continue to remain with them.

ARTICLE 11 - FORCE MAJEURE

No Party shall be liable to the other if, and to the extent, that the performance or delay in
performance of any of its obligations under this Agreement is prevented, restricted, delayed
or interfered with, due to circumstances beyond the reasonable control of such Party,
including but not limited to, government legislations, fires, floods, explosions, epidemics,
accidents, acts of god, wars, riots, terrorism, strikes, lockouts, or other concerted acts of
workmen, acts of government or shortages of materials. The Party claiming an event of force
majeure shall promptly notify the other Parties in writing and provide full particulars of the
cause or event and the date of first occurrence thereof, as soon as possible after the event
and also keep the other Parties informed of any further developments. The Party so affected
shall use its best efforts to remove the cause of non-performance, and the Parties shall
resume performance hereunder with the utmost dispatch when such cause is removed. The
Company shall not be responsible for payment of any costs or expenses arising from A force
Majeure Event.

ARTICLE 12 – APPLICABLE LAW AND JURISDICTION

This Agreement shall be construed and enforced in accordance with, and the validity and
performance hereof shall be governed by, the laws of India; the Company and the Service
Provider submit to the exclusive jurisdiction of the competent in India.

ARTICLE 13 – DISPUTE RESOLUTION

If there is any dispute, the parties shall endeavour to resolve the matter amicably by mutual
negotiations between the senior management of both the parties, within fifteen (15) working
days from the date of notifying the dispute. If the dispute could not be resolved, the Parties
shall resolve their disputes by way of arbitration as per the Indian Arbitration and Conciliation
Act, 1996 and its amendments/modifications that are in force as on the date of dispute. Both
the parties shall agree and appoint a Sole Arbitrator to resolve the dispute. The arbitration
proceedings shall be conducted in English language and the venue for the same shall be
New Delhi. The award passed by the arbitrator shall be considered final and binding upon
the parties. The parties shall share the cost of such arbitration proceedings.

ARTICLE – 13 - EQUITABLE RELIEF

Without prejudice to any other rights or remedies that the Parties may have, the Parties
agree and acknowledge that damages may not be an adequate remedy for a breach of any
of the provisions of the Agreement hence each Party shall be entitled to an injunction,
restraining order, right for recovery, suit for specific performance, or such other equitable
relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the
other Party from committing any violation or enforce the performance of the covenants,
obligations and representations contained in the Agreement. These injunctive remedies are
cumulative and are in addition to any other rights and remedies the Parties may have at law
or in equity, including without limitation, a right for recovery of the amounts due under the
Agreement with related costs and damages.

ARTICLE 14 – ASSIGNMENT - NOVATION - SUBCONTRACTING - AGENCY

The Service Provider may not assign, novate, subcontract or transfer this Agreement or any
rights or obligations thereunder or any parts thereof, nor engage any agent or subcontractor
for the provision of any part of the Services hereunder, unless permitted.
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ARTICLE 15 – BREACH OF LAW

Notwithstanding any other provision of this Agreement, the Company shall not be obliged
pursuant to this Agreement to take any action, or omit to take any action or to conduct itself
in any manner which, in the Company’s sole opinion, could conflict with or result in the
violation of the Anti-Bribery Laws or any other law, regulation, decree, judgment, order or
injunction by which it or any of its assets is bound. This section shall also apply in cases of
failure to comply with the Ethics Policy, the Health & Safety Policy of XXXX and all applicable
laws.

ARTICLE 16 – DOCUMENTS CONSTITUTING THIS AGREEMENT

The terms and conditions set forth in this Agreement and the Schedules constitute the
complete and final expression of the parties’ intent and agreement relating to this subject
matter and supersede any prior commitment, representation, agreement and/or
understanding either written or verbal between them with respect to the Services to be
provided.

In the event of any conflict between this Agreement and the Schedules hereto, the terms and
provisions of the Agreement shall prevail, it being understood that any specific obligation
incumbent upon a Party pursuant to the provisions of the Schedules shall be read and
interpreted in conjunction with the terms of this Agreement.

ARTICLE 17 – AMENDMENTS AND WAIVERS

No amendment, variation, extension or modification of this Agreement shall be effective

unless it is set forth in writing and signed by duly authorized officers of both parties. No
waiver of any right under this Agreement shall be effective unless it is set forth in writing and
signed by duly authorized officers of the waiving party, and no waiver of any right or in any
instance shall be deemed to be a waiver of any other right or in any other instance.

ARTICLE 18 – NOTICES

All notices, demands, invoices, requests, reports, consents or other communications

hereunder shall be in writing and given in the English language and shall be deemed to have
been duly given if sent by reputable international courier, in which case such notice shall be
deemed given seven (7) days after dispatch, or sent by facsimile (as confirmed by registered
mail) in which case such notice shall be deemed given upon acknowledgement of the
confirmation receipt, to the other Party at the following applicable address, or to such other
address as may be designated by written notice given by a Party to the other Party:

if to the Company, to: [Company name]

[Company representative’s name]
[Representative’s title]
[address]
[tel]
[fax]

if to the Service Provider : [Service Provider name]

[Service Provider representative’s name]
[Representative’s title]
[address]
[tel]
[fax]

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ARTICLE 19 – SEVERABILITY

Should a provision or Article of this Agreement prove to be invalid or unenforceable, the

other parts of this Agreement shall remain in full force and effect and in such event, the
Parties will use their best efforts to substitute forthwith such other new provision or Article as
will most closely correspond to the legal and economic contents of such provision or Article.

ARTICLE 20 - COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same instrument
and any Party may execute this Agreement by signing any one or more of such originals or
counterparts.

IN WITNESS WHEREOF the Parties have executed this Agreement in two original copies
through their authorized representatives at [place] on the date first above mentioned, each
Party acknowledging receipt of its own original thereof.

On behalf of the Company

___________________________ ___________________________

Name: Name:
Title: Title:

On behalf of the Service Provider

___________________________ ___________________________

Name: Name:
Title: Title:

SCHEDULES:

1. Schedule - A, Scope of Work (with detailed job description), Term (Validity Period)
2. Schedule – B. Service Provider’s Fees
3. Schedule – C. Company Obligation & Service Provider’s Obligations
4. Schedule – D. Health & Safety Policy of XXXX.

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SCHEDULE - A

[SCOPE OF WORK, VALIDITY, DESCRIPTIONS]

SCOPE:
VALIDITY:
DESCRIPTION OF SERVICES:

SCHEDULE - B

(Service Provider’s Fees)

SCHEDULE - C

OBLIGATIONS OF SERVICE PROVIDER:

SCHEDULE - D

[HEALTH & SAFETY POLICY of XXXX.]

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