SERVICE AGREEMENT

THIS SERVICE AGREEMENT (the “Agreement”) is made as of ____________ and is effective from
___________ 2021 (“Effective Date”) at Bangalore.

BY AND BETWEEN:

<COMPANY>, a company incorporated under laws of India, and having its registered office at Regent
Insignia, #414, 3rd Floor, 4th Block, 17th Main, 100 Feet Road, Koramangala, Bangalore - 560 034
(hereinafter referred to as the “Client”, which expression shall wherever the context permits, admits or
requires be deemed to mean and include its affiliates, successors-in-interest and permitted assigns) OF
THE FIRST PART,

AND

[●], a [private limited company/partnership/sole proprietorship] duly incorporated and existing

under the laws of India and having its [registered office/principal place of business] at [●], India
(hereinafter referred to as the “Service Provider” which expression shall unless repugnant to the
context hereof be deemed to mean and include its successors and permitted assigns) OF THE
OTHER PART

Client and the Service Provider are hereinafter individually referred to as a “Party” and collectively, as
the “Parties”.

WHEREAS:

A. The Service Provider is engaged in business of providing Manpower services viz., providing well
trained manpower strictly adhering to ____________________. The Service Provider is
committed to provide reliable and efficient services for Staffing Solutions (Skilled and
Semiskilled, _____________________.
B. The Client is engaged in the business of providing services across electric vehicles, value chain,
including design and manufacturer of electric vehicles;
C. The Service Provider has represented to the Client that it has the requisite capacity, know-how,
expertise, manpower and personnel to provide the services, as more fully identified in Clause 2
and Schedule A of this Agreement. (“Services”);
D. Based on the representations made by the Service Provider, the Client wishes to engage the
Service Provider to perform the Services; and the Service Provider wishes to perform such
Services, as per the terms of this Agreement.

NOW, THEREORE, for good and valuable consideration the sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:

1. APPOINTMENT AND TERM:

1.1 For the Term (as defined below) of this Agreement, Client hereby appoints the Service Provider, on
a non-exclusive basis, and the Service Provider accepts such appointment to provide Services as set
out in this Agreement.

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1.2 Unless this Agreement is terminated in accordance with Clause 7, this Agreement shall be valid for
a period of 1 (one) year (“Initial Term”) from Effective Date. Subsequent to the Initial Term, the
Client and the Service Provider may mutually agree to extend the term of this Agreement for such
further periods as agreed to between the Parties (hereinafter referred to as “Renewed Term”). The
Initial Term and/or any Renewed Term shall together be referred to as “Term”.

2. SCOPE OF SERVICES
2.1 The Service Provider shall provide the Services, more fully identified in Schedule A to this
Agreement, to Client in a professional, timely manner and in accordance with generally accepted
industry practices, as per the terms of the Agreement.
2.2 In addition to the Services, Client may require the Service Provider to take up additional
responsibilities (“Additional Services”) from time to time on mutually agreed terms.
2.3 The Service Provider shall dedicate its full time, energy and resources for performing the Services
and/or the Additional Services, and the Service Provider shall not under any circumstances act in a
manner that will adversely impact the goodwill of Client.
2.4 Use of Authorized Persons.
(a) The Service Provider may, with Client’s prior written consent, engage Authorized Persons
(defined below) in the performance of the Services or any portion thereof. For the purpose of
this Agreement “Authorized Person” shall mean those employees, subcontractors, business
partners, consultants, personnel, and representatives of the Service Provider, who shall
perform the Services pursuant to this Agreement.
(b) It is agreed that the Service Provider shall be solely responsible for the work and activities of
any Authorized Persons, including ensuring compliance with the terms of this Agreement, and
for any or all payments to be made to such Authorized Persons, including any statutory
benefits or applicable compliances.
(c) The Authorized Persons shall not, in any way, be construed to be employees of Client. The
Service Provider shall provide for and pay salary/ compensation to its Authorized Persons; and
shall pay all taxes, contributions, and benefits (including but not limited to, workers’
compensation benefits) which the Service Provider is required to pay as per Applicable Laws.
The Service Provider shall solely be responsible for such obligations. The Service Provider
will be responsible for the control and supervision of the activities of its Authorized Persons
who provide the Services. Service Provider shall not replace, rotate, or reassign such
Authorized Persons without obtaining prior written consent of the Client. The Client may also
request for a change or replacement of any Authorized Persons, and the Service Provider shall
oblige.
2.5 In connection with the Services provided under this Agreement, Service Provider shall allow and
cooperate with Client, with or without notice, at any time during business hours, to:
a) Inspect Service Provider’s premises
b) Review and audit business records, bookkeeping and accounting records, returns, and any
other records or reports prepared and maintained by the Service Provider including but not
limited to the records prepared and maintained by the Service Provider in respect of the
Services. Service Provider shall fully cooperate with Client in conducting such an inspection
or audit. Service Provider agrees to furnish and provide copies of the reports and information
to Client as Client may require during the audit or inspection

3. PAYMENT TERMS AND INVOICING:

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3.1 In consideration of receipt of satisfactory Services under this Agreement, the Client undertakes to
pay the Service Provider service fee ("Service Fee") as per details mentioned in Schedule B
(Service Fee) of this Agreement.
3.2 For the Services provided under this Agreement, the Service Provider shall raise monthly invoices
on the Client on expiry of the calendar month in which such Services were provided but not later
than ____ (_____) days from the date of completion of services. Subject to Clause 3.3 below, all
undisputed invoices shall be paid by the Client within ____ (____) working days of the receipt of
the undisputed invoice. All invoices have to mandatorily be submitted to the Client in hard copy.
The Client may, without limiting other rights and remedies that it may have under applicable law
and equity, set off any amounts owed to it by the Service Provider against the amount payable to
the Service Provider by the Client. The Client may ask Service Provider to submit necessary
documentary proof (including but not limited to documents pertaining to any statutory contributions
made or to be made by the Service Provider) in order to make the payment of the invoices.
3.3 If the Client disputes an invoice raised by the Service Provider, it may withhold any disputed sum
until the dispute is resolved, but shall pay the undisputed portion as per the terms of this
Agreement. The Service Provider shall not be excused from performing its obligations under this
Agreement while an invoice is disputed by the Client.
3.4 All invoices raised by the Service Provider must be issued in accordance with the provisions of the
Goods and Services Tax Act and the Rules (“GST Laws”) made thereunder. All invoices shall have
reference to the Goods and Services Tax Identification Number (“GSTIN”) of Client (entity & state
specific to the transaction) as applicable and shall also mention the respective supply address of
Client as per the place of supply rules applicable under GST Laws.
3.5 Service Provider shall raise an invoice for supply of Services as per invoice rules applicable under
GST Laws, after appropriate communication of acceptance on the completion of Services is given
by Client to Service Provider. However, in case of continuous supply or provision of Services, the
invoices shall be raised at the end of the agreed payment cycle as per the terms of this Agreement.
In addition to the above, if any advance payments apply under this Agreement, Service Provider
shall issue an advance receipt note (“ARN”).
3.6 Service Provider agrees to upload all invoices and corresponding details on the GSTN portal every
month.  The Service Provider agrees and acknowledges that the Client reserves the right to
withhold payment equal to GST charged by the Service Provider in its invoice unless the Service
Provider completes the following actions in order to enable Client to claim input tax credit on the
services: (a) uploads the invoice details on GSTN portal correctly, (b) discharges its GST liability
with the relevant authorities and (c) files returns in time.
3.7 The Service Provider undertakes that it shall maintain a minimum compliance rating as per
generally accepted industry standards. The Client has a right to terminate the Agreement
immediately for failure of the Service Provider to maintain the aforementioned compliance rating.
3.8 In the event of any errors or mismatches in the invoices, the Service Provider shall rectify the same.
3.9 Further, in case of any mismatch in GST returns as applicable the Service Provider shall rectify the
same within the time frame specified in the applicable GST Laws. In the event of failure to rectify
the same, the Client shall reserve the right to withhold payment equal to GST charged by the
Service Provider. Also, if lack of rectification results in reversal of the Client’s GST credit, Client
shall reserve the right to recover or setoff the same from the Service Provider in subsequent
payments.

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3.10 The Service Provider shall ensure that it is compliant with the provisions prescribed for anti-
profiteering under GST Laws and shall ensure that any reduction in rate of tax on any performance
of Services or benefit of input tax credit shall be passed on to the Client by way of commensurate
reduction in prices.
3.11 The Service Provider shall ensure that invoices raised for Services supplied to the Client in a
particular State should bear only the respective state GSTIN of the Client. However, if the same is
a Service for the Client as a whole or across multiple States, the Service Provider will compulsorily
mention the Client’s ISD registration number after consulting with the Client. In case an invoice is
received by the Client with the wrong GSTIN, Client reserves the right to reject such invoices and
demand a rectified invoice with the correct GSTIN.
3.12 The payments to be made by the Client to the Service Provider for supply of Services may be liable
to tax deduction at source (TDS) as prescribed under income tax laws and the Client would adhere
to the related compliance like issuing TDS certificates and reporting the details of the deductions
made in the prescribed formats.
3.13 All tax liability of the Client shall only be restricted to the taxes identified in the invoices. The
Service Provider shall be solely responsible for remitting such taxes charged to the Client to the
respective government authorities along with any interest/ penalties for delay or non-payment on
such remittances. No claims whatsoever in this regard shall be entertained by the Client at any point
in time.
3.14 The Service Provider shall indemnify and hold the Client, its directors, officers harmless and free of
loss arising from any liability from any claim from any government authority or other third parties
towards non-payment or delay in payment of taxes, levy, dues, etc., along with any penal interest or
penalties thereon as applicable on the Services rendered under this Agreement.
3.15 The Client shall make payment to the Service Provider after withholding of taxes, if any, as
required under the applicable tax laws, and will deposit to the relevant tax authority within the
timeline as prescribed in applicable law. For this purpose, Client shall issue to the Service Provider
a certificate towards the deduction of tax in accordance with the guidelines prescribed under the tax
laws.
3.16 Nothing in this Clause shall interfere with the right of either Party to arrange its tax affairs, as it
deems appropriate. The Parties will cooperate with each other to determine accurately their
respective tax liabilities and to plan their tax affairs legitimately under the framework of law.

4. ANTI-BRIBERY, PERSONAL DEALINGS AND NON-SUBORDINATION

4.1 In carrying out its obligations under this Agreement, the Service Provider, including its
shareholders, directors, officers, managers, employees, Authorized Persons, agents or
representatives of Service Provider, or any other person associated with or acting for or on behalf of
Service Provider or any affiliates thereof (collectively “Service Provider” for the purpose of this
Clause), shall engage in lawful and ethical business practices at all times. In carrying out its
obligations under this Agreement, Service Provider shall not violate any provision of the applicable
anti-bribery laws.
4.2 The Service Provider shall promptly report to the Client of any incident of breach of Clause 4 of the
Agreement. The Client shall, as per the terms of this Agreement, have the right to audit the Service
Provider’s compliance with Clause 4.
4.3 The Service Provider understands and acknowledges that any non-adherence to the warranty as
stated above will result in breach of the Agreement and the Client shall have the right to terminate
the Agreement with immediate effect, in addition to any other remedy it may have.

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5. REPRESENTATION AND WARRANTIES:
5.1 The Service Provider hereby represents and warrants to the Client that:
(a) It is duly organized and existing in good standing under the laws of the jurisdiction in which
it is organized and has the legal capacity to enter into this Agreement;
(b) It has, and shall at all times, during the term of this Agreement, maintain all licenses,
consents, approvals, registrations and the like, as may be required under applicable laws, to
provide the Services, including but not limited to licenses and registrations required by any
governmental authorities. The Service Provider shall perform all obligations under this
Agreement in compliance with applicable laws. Client retains the right to audit such
documents at its discretion;
(c) It, along with its employees and permitted subcontractors and agents, has the necessary
experience, skill, knowledge and competence to perform its obligations under this Agreement
to the highest professional standards. The phrase “highest professional standards” shall mean
those standards of practice recognized by one or more first-class firms performing similar
work under similar circumstances;
(d) It shall not infringe the intellectual property rights of any third party in the performance of its
Services under this Agreement;
(e) It shall be responsible for any liability, loss, fines, penalties, fees, damages or costs arising
from any non-compliance by the Service Provider with the Client’s instructions;
(f) It will perform its obligations and fulfill its responsibilities under this Agreement in a manner
that complies with all the applicable laws, and it shall at all times comply, at its cost, with all
the applicable laws (including identifying and procuring required permits, certificates,
approvals, licenses and inspections to perform its obligations under this Agreement and
maintaining requisite records, filing reports etc.), and in respect of privacy and data
protection laws, rules, and regulations that are applicable now or that may be applicable in the
future;
(g) It will meet all costs of and incidental to the discharge of its warranties.
(h) Time is expressly made of the essence with respect to each and every provision of this
Agreement
5.2 The Client hereby represents and warrants that:
(a) It is duly organized and existing in good standing under the laws of the jurisdiction in which
it is organized and has the legal capacity to enter into this Agreement;
(b) It has the power and authority to grant the rights and perform the obligations to which it
commits herein;
(c) Neither its performance hereunder nor the exercise of rights granted by it will violate any
applicable laws or regulations, or the legal rights of any other parties, or the terms of any
other agreements to which it is or becomes a part;
(d) It will perform its obligations and fulfill its responsibilities under this Agreement in a manner
that complies with all the applicable laws, and it shall at all times comply, at its cost, with all
the applicable laws (including identifying and procuring required permits, certificates,
approvals, licenses and inspections to perform its obligations under this Agreement and
maintaining requisite records, filing reports etc.), and in respect of privacy and data

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 protection laws, rules, and regulations that are applicable now or that may be applicable in the
future.

6. CONFIDENTIALITY:
6.1 The Service Provider shall not share any Confidential Information (defined below) of the Client to
any person outside its organisation and shall only disclose the same to persons within its
organisation on a need-to-know basis. For the purpose of this Agreement, “Confidential
Information” shall mean any information which either Party may have or acquire (whether before
or after the date of this Agreement) in relation to the business of the Client and/or Service Provider
or any other information exchanged between the Parties as a consequence of the execution of this
Agreement and /or the performance of this Agreement (including, without limitation, any
information provided pursuant to any of the provisions of this Agreement).
6.2 The Service Provider shall make sure that its Authorized Persons comply with the confidentiality
obligations as mentioned in this Clause 6. The Service Provider and Authorized Persons shall
exercise the same level of care to protect other Confidential Information of the Client as it will
exercise to protect its own confidential information of a similar nature, but in no event less than
reasonable care.
6.3 The Parties shall keep the Confidential Information of each Party secret and shall not disclose the
same to third Parties, with the exception that Confidential Information may be disclosed to
employee, representatives and other specifically Authorised Persons who need to know such
information for the purposes of fulfilling obligations under this Agreement and are subject to strict
confidentiality obligations as regards the use of such Confidential Information. At the request of
Client, the Service Provider must promptly return all copies of Confidential Information received
from Client, and must promptly destroy all other Confidential Information prepared by it in
connection with this Agreement, including, without limitation, any notes, reports, or other
documents.
6.4 For the purposes of this Agreement, the following information shall not be considered as
Confidential Information:
6.4.1 that is publicly available through no breach of this Agreement by either Party,
6.4.2 that is independently developed without use of Confidential Information or was previously
known by either Party, or
6.4.3 that is rightfully acquired by either Party from a third party not under an obligation of
confidentiality; or
6.4.4 that is otherwise identified as not being Confidential Information under this Agreement.
6.5 The confidentiality obligations herein shall survive the termination of this Agreement.

7. TERMINATION AND CONSEQUENCES OF TERMINATION:

7.1 The Client can terminate this Agreement without cause by giving 30 (thirty) days prior written
notice to other Party. In the event of breach of any of the terms of this Agreement and where such
breach continues to be uncured for a period of 7 (seven) days post the date of written notice, the
Client may terminate this Agreement forthwith.
7.2 The Client will have the absolute right to terminate this Agreement with immediate effect without
any prior notice, in the event that: (a) the Client determines that the Service Provider is guilty of
fraud, willful misconduct during under the scope of this Agreement; (b) the Service Provider is
guilty of misappropriation of Client’s property, merchandise or money or has used Client’s

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 resources to make personal profits for himself or his relatives or persons with whom the Service
Provider has an interest; (c) gross negligence in the performance of the this Agreement; and (e) the
Service Provider does not make the statutory payments as required under the applicable laws, in
respect to the payment of wages for its Authorized Personnel.
7.3 The Client shall have the right to terminate the Agreement with immediate effect in the event the
Service Provider is in breach of Clause 5 or Service Provider’s non-adherence of warranty as
mentioned in 5.1 of this Agreement.

7.4 Obligations on expiration and termination: Immediately upon the expiration or termination of
this Agreement for any reason whatsoever:
(a) The Service Provider and the Authorized Persons shall return all property belonging to the
Client (including but not limited to Client’s provided laptops, cell phones or other equipment
or documents and property as may be provided by the Client);
(b) The Service Provider and the Authorized Persons shall be immediately barred from entering
or using Client’s property, materials and other items provided by Client to the Service
Provider under this Agreement, if any;
(c) The Client shall be relieved from all the obligations to the other Party arising after the
termination or expiration of this Agreement; and
(d) The Client may withhold or deduct any payment of costs that may be due and arising out of
any default by the Service Provider in statutory compliance under applicable laws.

8. ORDERING BY AFFILIATES OR RELATED PARTIES OF COMPANY

(a) Any Affiliate, related party or associated entity of Client (individually or jointly referred to as
the "Participating Party(ies)") may (i) procure and access the Services under this Agreement
as provided to the Client by issuing a purchase order. Any such purchase order accepted by
the Participating Party to the Client shall constitute a separate and distinct agreement between
the Participating Party and the Service Provider that mirrors the terms and conditions of this
Agreement (including the Fees), whereby the Participating Party shall assume the role of the
Client. Any reference to Client in this Agreement with respect to purchase orders signed by a
Participating Party shall be a reference to that particular Participating Party. In the event of
any deviations from the terms and conditions of this Agreement, the Participating Party and
Service Provider shall execute a written amendment to effect such deviations. 

(b) Unless agreed otherwise, Client shall have no liability or obligations for Services performed
by a Participating Party. Such Participating Party shall be billed separately and shall settle all
payments to the Service Provider on its own behalf; provided, however, that all purchases by
Client and Participating Parties shall be aggregated for the purpose of attaining any
applicable discounts.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY:

9.1 The Service Provider agrees to indemnify and keep the Client and its directors, officers, employees,
agents and its Affiliates (including their directors, officers, employees and agents) fully indemnified
(without any limitation whatsoever on its liability) at all times against any and all loss, damage, loss

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 of reputation, loss of goodwill, liability, loss, fines, penalties, fees, damages, costs, amounts and
expense (including without limitation attorneys’ fees) arising out of any obligations, claims,
actions, suits, judgments, orders, litigations, enforcements and/or proceedings, incurred or sustained
by the Client in connection with and as a consequence of : (i) breach of the terms of this
Agreement; (ii) unauthorized use of Intellectual Property Rights of the Client or any third party; or
(iii) fraud, theft, misconduct, negligence or deficiency of Service by the Service Provider; (iv) any
negligent act or omission committed in the course of Services hereunder, or any misrepresentation
made during the course of Services hereunder.
9.2 Nothing contained herein shall in any manner restrict or exclude any other remedies available
under applicable law;
9.3 In no event will the Client be liable for any losses arising from or in connection with this
Agreement, pursuant to any claim by the Service Provider against the Client under any theory of
liability (whether in contract, in tort, or otherwise), if such losses could have been avoided had the
Service Provider made reasonable efforts to mitigate them.
9.4 Notwithstanding anything contained in this Agreement, the Client’s cumulative liability (other than
its payment obligations) whether in tort, contract or otherwise shall be limited to INR 10,000/-
(Rupees Ten Thousand Only).

10. RELATIONSHIP BETWEEN PARTIES

10.1 The Service Provider and the Client shall only have a principal to principal relationship. Each of the
Parties are independent contractors for the purposes of this Agreement and nothing in this
Agreement shall be deemed to constitute partnership, employer-employee, agency, trust or joint
venture relationship and no Party shall have any right to agree to obligations on behalf of other
Party in any manner.

11. GOVERNING LAW AND JURISDICTION

11.1 All disputes or differences arising between the Parties shall at the first instance be attempted to be
resolved amicably between the Parties by negotiation within 15 (fifteen) days from the receipt of
notice of such dispute. On the failure of negotiation, the dispute in connection with this Agreement,
including any question regarding its existence, validity or termination, shall be referred to and
resolved by arbitration in Bengaluru in accordance with the Indian Arbitration and Conciliation
Act, 1996. The arbitration shall be presided over by a sole arbitrator appointed by Client. The
language of arbitration shall be English. The order passed by the arbitrator shall be final and
binding upon the Parties.
11.2 Subject to the above clause 11.1, the courts of Bengaluru, India shall have exclusive jurisdiction on
the matters arising from or in connection with this Agreement, without regard to the principles of
conflicts of laws. This Agreement shall be governed by and construed under the laws of India.

12. MISCELLANEOUS CLAUSES

12.1 Severability. If any provision of this Agreement should be held invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not in any way be affected

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 or impaired thereby, and such provision will be deemed restated to reflect the original intention of
the Parties as nearly as possible in accordance with applicable law.
12.2 Survival. Notwithstanding the termination of this Agreement, Clause 5 (Representations and
Warranties), Clause 6 (Confidentiality), Clause 7 (Termination and Consequences of Termination),
Clause 9 (Indemnification), Clause 11 (Governing Law and Jurisdiction), Clause 12 (Miscellaneous
Clauses), and such other clauses which by their nature and context are intended by the Client to
remain binding post the termination of this Agreement, shall survive and remain in effect in
accordance with their terms.
12.3 Intellectual Property Each Party shall retain all right, title and interest in its patents, copyrights,
trademarks, proprietary and/or licensed software, service marks and trade secrets ("Intellectual
Property Rights"). No interest whatsoever in the other Party's Intellectual Property Rights is
granted by this Agreement and use of any Intellectual Property Right permitted to one Party by the
other Party shall be strictly in terms of this Agreement. Notwithstanding the above, Client shall own
all of the rights in and to all of the results, works and proceeds of the Services, performed by the
Service Provider and/or its Authorized Persons, that is developed pursuant to this Agreement,
including any Intellectual Property Rights resulting from the Services, to use it in any medium
whether now existing or developed in the future, throughout the universe in perpetuity and the
Client shall be considered as author, creator or inventor of such Intellectual Property Rights
including copyrights.
12.4 Notices. Any notice or other communication given pursuant to this Agreement must be in writing
and (a) delivered by courier, (b)sent by email or (c) sent by registered mail with acknowledgment
due, postage prepaid, at the present addresses set forth in this Agreement, unless and until a
different address has been given by written notice to the other Party.

For the Client:

Atten: Legal Department
Email:
Address:

For the Service Provider:

Atten:
Email:
Address:

12.5 Force Majeure. If at any time during the subsistence of this Agreement, either Party’s obligations
under the Agreement are materially affected due to a Force Majeure Event not on account of any
act or omission attributable to such Party, the affected Party shall notify the unaffected Party of
such an occurrence in writing and thereby shall be excused from performing its obligations to the
extent such Party takes all reasonable steps to avoid or remove such causes of non-performance and
immediately continues performance whenever and to the extent such causes are removed, including
but not limited to Client’s obligation to pay Service Fee, under the Agreement from the date of
such notice till the time such Force Majeure Event continues to hinder and/or prevent and/or
restrict such performance. In the event such Force Majeure Event continues to hinder and/or
prevent and/or restrict such Party’s performance for a continuous period of fifteen (15) days, the
other Party may exercise its right to terminate this Agreement and thereupon all consequences

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 resulting from such termination shall follow. For clarity a Force Majeure Event is any event out of
the reasonable control of a Party, including but not limited to a strike, lockout, fire, earthquake,
pandemic or epidemic, landslides, lightening, storm, government act or regulation, flood, war, lack
of funds for any reason, act of terrorism, civil or military disturbance, sabotage, riot, an act of god,
change in law or regulation, national or global emergency, catastrophe, insurrection or rebellion or
a blockade.
12.6 Waiver. No term or provision hereof will be deemed waived, and no variation of terms or
provisions hereof shall be deemed consented to, unless such waiver or consent be in writing and
signed by the Party against whom such waiver or consent is sought to be enforced. Any delay,
waiver, or omission by a Party to exercise any right or power arising from any breach or default of
the other Party in any of the term, provisions, or covenants of this Agreement shall not be construed
to be a waiver by a Party of any subsequent breach or default of the same or other terms, provisions,
or covenants on the part of the other Party.
12.7 Assignment. Neither Party may assign or otherwise deal with any of its rights or obligations under,
this Agreement without the other Party’s prior written consent.
12.8 Sub-Contracting. The Service Provider will not subcontract the performance of any part of the
Services without prior written approval from the Client. The Client may impose any terms and
conditions it considers appropriate when giving such approval.
12.9 Entire Agreement. This Agreement and the Schedule hereto shall constitute the entire and final
statement of the Agreement between the Parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous discussions, communications, negotiations and
agreements, written or oral, with respect to the subject matter hereof.
12.10 Amendment. This Agreement shall not be amended, altered or modified except by an instrument in
writing expressly referring to this Agreement and signed by the Parties.
12.11 Counterparts. This Agreement may be executed in two (2) counterparts, and each such counterpart
shall be deemed to be an original instrument, but all such counterparts together shall constitute but
one agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement.

<COMPANY> ___________________

By: By:

Name: [∙] Name:

Authorised Signatory Authorised Signatory

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Page 11 of 12
 SCHEDULE A

Scope of Work

SCHEDULE B

PAYMENTS & PRICING

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