Dedicated Developer(s) Contract

for
<< NAME OF THE CLIENT >>
(www.domain.com)

Prepared By: HumCommerce.

Date: DD/MM/YYY
www.humcommerce.com
 Client Agreement

This agreement (“Agreement”) is entered into on this Xth day of MM, YYYY by and between;

HumCommerce., a company incorporated under the Companies Act, 1956 and having its Registered Office at
<< ADDRESS >> and Corporate Office at << ADDRESS >> hereinafter known as ("HumCommerce") which
expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its
successors, affiliates, associates, subsidiaries, administrators, and/or permitted assigns of the First PART and

And

_________________________________, of India, a corporation organized and existing under the laws of India
having company registration number ____________________ and carrying on the business of
____________________________________ and having its registered office at
____________________________________________ and Corporate Office at
_______________________________________________ hereinafter known as “ ” and/or “Client” which
expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its
successors, affiliates, associates, subsidiaries, administrators, and/or permitted assigns of the Second PART;

The Client wishes to engage HumCommerce’s services to provide one or more employees to provide
designated services by working eight hours a day, five days a week (40 hrs a week, excluding any break time),
with overtime attracting proportionate additional charges;

In consideration for services provided under this agreement, The Client agrees to pay Hum Commerce a
minimum monthly fee of USD /- (excluding any taxes) for a minimum period of 6 months. Now, therefore, in
consideration of the mutual covenants, terms, and conditions contained in this agreement, HumCommerce has
offered to act in that capacity and to provide a service of availability of its employees to The Client;

1. Summary of the Agreement

a. Service Start Date – DD

b. No. of Developer(s) – 3 (Three) , 1 Project Manager (Complimentary, Part Time).
c. Type of Engagement – Dedicated Resource(s)
d. Full Time/Part Time – Full Time
e. Total No. Of Hours – Minimum 40 hours per week, 160 hours a month
f. Rate Per Hour – N/A (Fixed Monthly Billing)
g. Total Monthly Fee Per Developer – USD << AMOUNT >> + service tax (1 calendar month from 1 st
to 30th/31st of a month)
h. Due Date of Payment – Before the 10th of each month for the previous month.
i. Designated Work – << WORK TYPE >>.
j. Minimum Contract Period - 6 months

2. Rights and Duties of HumCommerce

a. HumCommerce agrees to provide such skilled employees/workmen and their management for
designated work during the validity of this agreement;
 b. The employees provided by HumCommerce and agreed upon to be retained for the purpose of
performing at the work projects of The Client shall perform from the facilities of HumCommerce
at India or any other HumCommerce office;
c. HumCommerce will follow the Agile Development Methodology or Scrum Process. Each sprint
will last at least 2 weeks. Project-related direct communication between Client and
Designer/Project Manager/Team Leader/Team Members will be via Skype/Gmail/GoTo
Meeting/Vonage, etc. and Client will be provided with all relevant IDs and contact details. Formal
communication and project progress monitoring will be done through Project Management (PM)
tool like Basecamp or Pivotal Tracker. Additionally, the Client will also receive daily progress
updates via email from each of the developers. Any issues will be logged and instantly
communicated either by the Client or the Project manager on PM tool. Any unresolved issues in
excess of one working day will call for a direct communication between the Client and the Project
Manager, who will jointly work out an action plan for resolution and that, will be recorded.

d. HumCommerce will be responsible for providing all employees safe and adequate working space
and facilities, technical support and assistance, equipment, machine time, and administrative
services and supplies necessary to support the project/work and in the performance of services
under this agreement;

e. HumCommerce shall be responsible for taking care of tax implications, insurance, health benefits,
and compliance with applicable laws in respect of the employees provided by them.

3. Rights and Duties of The Client

a. The Client shall have the right to interview, test, and, in its sole discretion, approve or disapprove
(based upon lawful and reasonable business issues) of any potential employee;

b. The Client will respond to any queries raised by the dedicated project team within two (2)
business days of the request in order for HumCommerce to meet the project/sprint deadline. The
Client will also give written approval/acceptance on Basecamp/Pivotal Tracker/Email to each
development milestone before starting the next development milestone. Client shall not
unreasonably withhold approval/acceptance of any milestone.

c. The Client agrees not to extend any direct employment offer to any candidate or employee
presented by HumCommerce or employee of HumCommerce or ex-employee of HumCommerce;
The Client shall also be responsible to oversee that no such initiative is taken by its agents,
subsidiaries, or associates; and The Client undertakes to ensure such compliance by keeping this
condition informed to all those concerned on behalf of The Client;

d. If the services of employee of HumCommerce are terminated for any reason, The Client agrees
not to deal with such employee in any manner or capacity whatsoever;

e. This covenant continues to remain effective for 60 months after the expiry or termination of the
instant agreement between the parties and for this reason it is made clear that this section shall
survive the expiration or termination of this agreement;

f. The Client shall also not circumvent HumCommerce to engage another employee through the
contacts of an employee already provided by HumCommerce; The Client shall be obliged to seek
the assistance of HumCommerce instead;
 g. The Client shall have the right to request replacement from HumCommerce.

h. If the performance of the assigned employee is unsatisfactory to The Client HumCommerce shall
comply with such request as soon as reasonably practicable;

i. Any such replacement request shall be based on lawful and reasonable business issues;

j. The Client is restrained from enquiring terms of employment, including salary issues between
employee and HumCommerce;

k. Being aware of the fact that HumCommerce has spent a reasonable amount of time and effort in
addition to making a significant expenditure in the process of finding a suitable candidate and
appointment thereof and for marketing the service in foreign countries to find The Client as well,
The Client irrevocably agrees, and guarantees that they shall not, directly or indirectly, employ,
partner, contract, or in any way hire or encourage hiring of the employees, agents, consultants,
and officers of HumCommerce or anyone otherwise having an interest in the operations or
management of HumCommerce.

l. In the event of poaching by any of the parties to this agreement, whether direct and/or indirect,
the affected party shall be entitled to a legal monetary compensation equal to the thirty-six (36)
months it would realize from such an employee, agent, consultant, advisor, officer and any and
all expenses in addition to that, including any and all legal fees incurred for the recovery of such
compensation.

4. Payments & Rate Renewal

m. Invoices will be raised on or before the 5th of each month and will be sent to the Client on or
before the 5th of each month. The Client is expected to make the payment on or before the 10th
of each month either via cheque or bank transfer;

n. HumCommerce reserves the right to stop provision of services contemplated under the aegis of
this agreement in the event there is any delay in the payment and The Client shall not hold
HumCommerce responsible or liable for any losses or consequential losses incurred by The Client
as a result of such eventuality;

o. Payment will be deemed to be delayed if not received on or before the 20th of each month. As a
worst case scenario if payment is not received before the 25th of a month, HumCommerce will
discontinue its services until payment is received.

p. The services can be reinstated only after the receipt of payments due, plus reinstating charges
equal to one month fee.

q. The above rate per developer will be valid until only the DD/MM/YYY. Thereafter there will be a
nominal escalation of 10% on the rate per developer or as mutually agreed between the Client
and HumCommerce.

5. Non Disclosure
 a. Information is not subject to the confidentiality provisions of this agreement if it: (a) is or
becomes generally available to the public other than as a result of disclosure by the recipient; (b)
was available to or already known by the recipient on a non-confidential basis prior to its
disclosure by the other party; (c) is developed by the recipient independently of any information
acquired from the other party; (d) becomes available to the recipient on a non-confidential basis
from a third party, provided that the recipient has no reason to know that the third party is or
may be bound by a confidentiality agreement with the other party; or (e) is disclosed pursuant to
a court order or the requirement of any governmental authority;

b. Each party will hold the other party's information in confidence and will safeguard it using at least
the same degree of care, a prudent business person would use to safeguard his or her own
confidential information of a similar nature;

c. The party receiving confidential information will not, directly or indirectly, report, publish,
distribute, disclose, or otherwise disseminate the confidential information, or any portion
thereof, to any third party, and will not use the confidential information, or any portion thereof,
except as necessary for the performance of this agreement, and as expressly authorized in writing
by the disclosing party;

d. Disclosure of confidential information will be limited to those officers, directors, employees, and
agents of the recipient who must examine it for the purpose authorized, and each party shall be
responsible for compliance with the provisions of this section by its officers, directors, employees,
and agents;

e. If either party attempts to use or disclose any of the confidential information contrary to this
agreement, then in addition to other available remedies, the other party shall have the right to
injunctive relief, it being acknowledged that legal remedies are inadequate;

f. Promptly after the termination of this agreement, or during the term of this agreement, after
receipt of the disclosing party's request, the recipient shall cease all use of the disclosing party's
confidential information, destroy or return to the disclosing party all copies of the same, and
certify in writing that the foregoing has been completed;

g. The provisions of this section shall survive the termination of this agreement;

h. All rights and remedies of the parties hereunder shall be cumulative and in addition to all rights
and remedies available to the parties at law or in equity.

6. Appraisal and Salary Increments of Employees

The company, HumCommerce, has a policy in place as to how to carry out performance appraisal of employees
hired by HumCommerce on behalf of a client. HumCommerce also has a policy and structure on deciding the
salary increments of employees hired by the company to work for its clients.

a) Performance Appraisal:

All employees hired by HumCommerce to work for clients are eligible and will undergo a Annual
Performance Appraisal (APA). The execution of the APA of an individual employee/s will be carried
out by the in-house HR team of HumCommerce. Moreover, The Client may also participate in the APA
 of their respective employee/s. The APA will take into consideration the detailed feedback given by
the Client. How a client has assessed the employee (s)he has hired, will be the fundamental basis on
which an employee will be appraised. The internal feedback of HumCommerce, via its HR team, will
also be collated and combined with the Client’s feedback when carrying out the APA for a particular
employee. The core criteria considered while carrying out APA of an employee will be:

1. Work execution
2. Work ability
3. Record of meeting deadlines
4. Punctuality
5. Communication abilities

Apart from these criteria, a client or HumCommerce can add more criteria if needed or as the need
arises. The criteria may differ depending on the nature of work of an employee and what how a client
sees an employee as a future asset.

b) Salary Increments:

Salary increments and the percentage of salary increment of all the employees at HumCommerce will
be decided and carried out in house by the management of HumCommerce and the Client will not be
responsible or involved in this process.

7. Ownership of Works

a. Any and all products, inventions, ideas, or original works of authorship (including, but not limited
to, any software, middleware, or code) in whole or in part conceived or made by HumCommerce
employees and that relating to services performed by them, shall belong exclusively to The Client and
shall be deemed to be The Client's confidential information;

b. All such works shall be deemed to be "works made for hire", and The Client shall be deemed to be
the author of such works;

8. Warranties

HumCommerce warrants and represents that its employees shall perform the services in a professional
manner and to the best of their abilities, talents, and experience;

9. Holidays and Paid Leaves

HumCommerce observes 10 holidays annually of which two are the gazetted national holidays; Republic Day
(26th January), Independence Day (15th August) and other festival holidays include Diwali, Holi, Ganesh
Festival, Christmas and New Years Day. The holiday list for YYYY is as follows: Republic Day (26 th January), Holi
(6th March), Maharashtra Day (1st May), Ganesh Chathurthi (17th September), Dushhera (22nd October),
Diwali (11th, 12th and 13th November), Christmas (25th December) and one holiday on some Monday that will be
announced in due course.
In addition, every employee earns one point five (1.5) day’s paid leave per month on prorate (including
emergency leaves/sick leaves, casual leaves) in a year beginning from their second month of employment.

10. Termination of Agreement

a. This agreement shall commence as of the effective date set forth herein, and shall continue until
terminated as provided in this agreement;

b. Either party may terminate this agreement by choosing any of the two following options:-

i. By serving minimum 60 (sixty) days prior written notice to the other Party. For sixty days
termination to be in effect The Client will be required to pay sixty (60) days amount in
advance.

ii. If the party agrees for longer period of notice period, the Client will need to inform the other
party accordingly. For example, if The Client wishes to receive ninety (90) days prior written
notice from the other party.

iii. If the notice is not given, then The Client owes HumCommerce payment for 60 days.

c. After terminating the service any contact between the Client and the employee within three
years will be taken as poaching and rule 3(k) will be applicable for it.

11. Rights after Termination

Upon expiration or termination of this agreement, The Client shall pay to HumCommerce the balance of all
amounts due and owing to HumCommerce for services rendered up to and including the effective date of
expiration or termination within seven days.

12. Governing Laws

All and any controversy, dispute or claim rising out of or relating to this service or in connection with present
agreement, or the breach of this contract, shall be settled by binding arbitration in accordance with the rules
of Pune jurisdiction. The costs of arbitration shall be initially borne by the customer and later apportioned by
the arbitrator in accordance with the arbitration rules.

IN WITNESS WHEREOF, the parties have caused this agreement to be signed by their duly authorized
representatives effective as of the Xth of October YYYY

I hereby agreed on aforesaid agreement and have chosen 60 days of notice period.

Company Name HumCommerce.

Print Name: Print Name: NAME
Position: Position: DESIGNATION
Signature: Signature: