SERVICE PROVIDER AGREEMENT

This Service Provider Agreement (the “Agreement”) is made and entered into on this __th day of ____
2022 at Mumbai.

BETWEEN

________ , a company incorporated and registered under the Companies Act, 1956 having its registered
office at Input of Address (India) [State Code ___________ and GSTIN: __________________] (hereinafter
referred to as “Hiring Company” which expression shall, Unless repugnant to the context thereof, mean
and include its successors and permitted assigns) of the One Part,

AND

Expertrons Technology Pvt Ltd , a company incorporated under the laws of India with CIN _____________
having its registered office at ___________________ (Company, which expression shall include its
successors in business and assigns) (hereinafter referred as “Service Provider”) which expression shall,
unless repugnant to the context or meaning hereof, be deemed to mean and include its successors,
assigns and affiliates) of the Other Part.

Hiring Company and Service Provider are hereinafter individually referred to as the “Party” and
collectively as the “Parties”.

WHEREAS:
A. Hiring Company was founded to
and
B. Expertrons Technology Pvt Ltd, The Service Provider is engaged in the business of upskilling
candidates through Training & Providing Placement Services
C. Based on the representations provided by the Service Provider, Hiring Company has agreed to appoint
the Service Provider for the Services (defined hereinafter) on the terms and conditions contained in
this Agreement.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AND THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS:
1.1 In this Agreement, unless there is anything repugnant to the subject or context thereof, the
expressions listed below shall have the following meanings viz.:

(a) “Affiliate” means a subsidiary company, holding company and / or associate company of
Hiring Company where subsidiary company, holding company and associate company shall
have the meaning ascribed to such terms in the Companies Act, 2013, as amended from time
to time;
(b) “Agreement” means and includes this Agreement, together with all the schedules, exhibits,
addendums, and attachments annexed hereto and all amendments/supplements hereto;

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 (c) “Services” means the services agreed to be provided by the Service Provider to Hiring
Company under this Agreement and as more particularly described in Annexure I to this
Agreement.

2. SCOPE AND TERM:

2.1 Hiring Company agrees to appoint the Service Provider and the Service Provider hereby accepts
the said appointment for providing the Services on the terms and conditions set out herein. The
Service Provider shall also provide such other services as may be agreed to between the Parties
from time to time in writing. Refer Annexure I for scope of Services
2.2 This Agreement shall be valid for a period of 3 years, Three Years (the “Term”) from
______ (“Effective Date”) unless terminated earlier by in the manner provided in this Agreement.

3. PAYMENTS:
3.1 In consideration for providing the Services, the Service Provider will not charge any fee to the
Hiring Company,

4. REPRESENTATION AND WARRANTIES: Service

Provider hereby represents and warrants that:
a) It is duly incorporated/constituted, validly existing and in good standing under the laws of the
jurisdiction in which it is incorporated/constituted;
b) It has full capacity, power and authority to enter into the Agreement and to carry out and
perform all its duties and obligations as contemplated herein including the Services and shall
keep the same valid throughout the Term.

5. SERVICE PROVIDER’S OBLIGATIONS:

5.1 The Service Provider shall comply and ensure that its personnel also comply with the terms and
conditions of this Agreement and all other documents issued by and adhere to the service levels
prescribed by Hiring Company in pursuance hereof and shall adopt fair practice in performance of
the Services.
5.2 The Service Provider shall carry out its responsibilities in accordance with recognized professional
standards and ethics and shall not conduct itself, or deal with any third party, in a manner that
would result in a conflict of interest or be detrimental to the interest of Hiring Company, without
5.7 Hiring Company’s written consent in this regard.
5.3 The Service Provider shall, neither on its own nor on behalf of Hiring Company, provide
information, issue any communication or give any representation to the customers of Hiring
Company or any other party, in relation to the Services or otherwise, unless pre-approved by
Hiring Company in writing.
5.4 The Service Provider shall be solely liable for all acts and omissions of the personnel of the Service
Provider.

6. INTELLECTUAL PROPERTY RIGHTS:

6.1 All intellectual property rights belonging to a Party prior to the execution of this Agreement shall
remain vested in that Party.
6.2 None of the intellectual property rights in Hiring Company or Hiring Company’s name or the
words ‘Hiring Company’, be it separately or in combination and any variations or misspellings,
shall be used by the Service Provider for any purpose without Hiring Company’s prior written
consent, including any other keywords or trade names used by Hiring Company for its products.
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6.3 All information, data, documents and/or records including any analytical data (“Content”) shared
with or access whereof is provided, by the Service Provider, to Hiring Company, in pursuance to
this Agreement is true, complete and accurate and the same has been validly obtained or
developed by the Service Provider and is not in violation of any applicable laws or contract and
further the Service Provider confirms that the same does not infringe any third party intellectual
property rights or other proprietary right of any third party. The Service Provider hereby
represents and warrants that it has obtained and shall maintain, during the Term, all
authorizations, if any, required in order for it to share with, or provide access to, or use by, Hiring
Company the Content, in pursuance to this Agreement and Hiring Company shall not be liable for
any failure or default on part of the Service Provider in this regard.

7. CONFIDENTIALITY:

7.1 All information, details, documents, data and business and customer information communicated
to or obtained by the Service Provider from Hiring Company or its customers, representatives,
employees, including but not limited to, any and all Hiring Company’s information, data, content,
processes, concepts, facilities, documentation, trade secrets, know-how, designs, drawings,
photographs, software (shared in any form or media), equipment, ideas, methods, research,
development, business and financial information and the existence or contents of this Agreement
(the “Confidential Information”), either in oral or written form, shall be treated as confidential.
7.2 The Service Provider irrevocably agrees and undertakes that the Service Provider and its personnel
shall keep the Confidential Information as secret and confidential and shall not disclose the same,
in whole or in part, to any person without the express and prior written permission of Hiring
Company. The Service Provider shall ensure that the Confidential Information is used on a need to
know basis for the limited purpose of performance of the Service Provider’s obligation under the
Agreement.
7.3 The confidentiality obligations shall not apply to (i) information in the public domain, or (ii)
information that is received by a Party from a third person without breach of a confidentiality
obligation by such third person, or (iii) disclosure of any information by a Party under any
applicable law, rule, regulation or to a judicial, regulatory, quasi-judicial, administrative or
governmental body

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 or authority. All Confidential Information obtained by Service Provider shall, immediately upon
Hiring Company's request or upon expiry or termination of this Agreement, be returned to Hiring
Company or destroyed, as the case may be, including any and all copies and adaptations thereof
without retaining any copies thereof.

7.4 The Service Provider agrees to take reasonable steps required to protect the Confidential
Information against misuse, loss, destruction, deletion and/or alteration and shall not misuse or
permit misuse directly or indirectly or commercially exploit the Confidential Information for
economic or any other benefit. Further, the Service Provider agrees to immediately notify the
Hiring Company of any unauthorized or improper use or disclosure of the Confidential
Information that may come to its knowledge.
7.5 The provisions of this Clause 7 shall survive the termination of the Agreement.

8. INDEMNITY

Service Provider shall, at its own expense, without any delay and demur, indemnify, defend and
hold harmless Hiring Company and its Affiliates and their personnel from and against any and all
loss, costs, expenses or liabilities suffered or incurred by Hiring Company due to direct:
(a) breach by the Service Provider of any of the terms and conditions of this Agreement, including
but not limited to the obligations pertaining to confidentiality and intellectual property;
(b) acts, omissions, errors, representations, misrepresentations, misconduct, negligence of the
Service Provider and/or its personnel in performance of its obligations under the Agreement;
(c) Breach or violation of any applicable laws or violation of any policies of Hiring Company.

The Indemnity would be restricted to 25% of the value of the services rendered in the preceding
three months if the service is provided to Hiring Company and paid by Hiring Company.

9. SET OFF
Hiring Company shall have a paramount charge, lien and right of set off on all monies payable, to
the Service Provider or standing to the credit of the Service Provider with Hiring Company or any
of Affiliates against all or any sums which the Service Provider is liable to pay under the
Agreement or in respect of any other arrangement entered, if agreed in writing and as an
addendum to this agreement, into by the Service Provider with Hiring Company or Affiliates. In
the event that there remains any amount due from the Service Provider either to Hiring Company
or any of the Affiliates under the Agreement or otherwise, the monies payable to the Service
Provider or standing to the credit of the Service Provider shall be applied first towards the
outstanding amount owed by the Service Provider to Hiring Company or Affiliates under the
Agreement or any other agreement / facilities and the Service Provider consents, confirms and
agrees to execute any documents/ writings, as may be required, in this regard.

10. LIMITATION OF LIABILITY

Notwithstanding anything contained in the Agreement or in any other document:

(a) Neither Party will be liable to the other Party for any indirect or consequential loss or damage
including, without limitation, any indirect loss of business or profits in each case whether
arising from negligence, breach of contract or otherwise. This however excludes any liability
that may arise out of fraudulent acts or any regulatory losses, fines, expenses or other losses
arising from a breach by the Service Provider of any law or regulation.
(b) Hiring Company shall not have any liability whatsoever in case of any third party claims,
demands, suit, actions, or other proceedings against the Service Provider or its personnel or
any other person engaged by the Service Provider, in the course of performance of the Service

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 Provider's obligations under the Agreement, unless such claim, demand, suit, action or other
proceedings is a result of Hiring Company’s direct act or omission.

11. TERMS AND TERMINATION

11.1 Either parties may terminate this Agreement upon giving 30 (thirty) days written notice to the
other parties

11.2 Notwithstanding anything contained herein, Hiring Company reserves the right to terminate this
Agreement by written notice provided any default is not cured within 30 days of Hiring Company
issuing such notice, under any one or more of the following conditions:
(a) if the Service Provider is in material breach of any of the terms of this Agreement (being a
single event or a series of events which are together a material breach) and either such
breach is not capable of remedy or, if the breach is capable of remedy, the Service Provider
has failed to remedy such breach within seven days of receiving written notice requiring it to
do so;
(b) fraudulent acts by the Service Provider or its personnel;
(c) discontinuation of its business by the Service Provider;
(d) in case the Service Provider acts in a manner prejudicial to the rights of Hiring Company or is
detriment to Hiring Company’s business;
(e) breach or contravention of any applicable law, rules or regulations;
(f) Upon the Service Provider becoming bankrupt or insolvent or becoming subject of
proceedings under any bankruptcy or insolvency law, or is dissolved, or makes a general
assignment for the benefit of its creditors or if the Service Provider or has taken or suffered to
be taken any action for its reorganization, liquidation or dissolution or insolvency or
bankruptcy or if a receiver or liquidator has been appointed or allowed to be appointed of all
or any part of the assets of the Service Provider or if an attachment has been levied on the
Service Provider's assets or any part thereto.
11.3 Upon termination of the Agreement, the Service Provider shall:
(a) Forthwith hand over to Hiring Company possession of all documents, material and other
property pertaining to or belonging to Hiring Company or related to the Services or which are
in the possession of the Service Provider or any of its personnel.
(b) Provide assistance in transition of the Services to a new Service Provider identified by Hiring
Company, if so requested by Hiring Company.
(c) Not represent to any party that it is associated with the Hiring Company in any manner.
11.5 The Parties agree that termination or expiry of the Agreement shall not affect any accrued rights
or liabilities of either party nor will it affect the continuation in force of any other clauses and
provisions of this Agreement which are expressly or by implication intended to continue in force
on or after termination.

12. ARBITRATION, GOVERNING LAW AND JURISDICTION

12.1 Any difference, dispute, controversy or claim (“Dispute”), which may arise between the Parties out
of, or in relation to, or in connection with, this Agreement, or the breach, termination, effect,
validity, interpretation or application of this Agreement or as to their rights, duties or liabilities
hereunder, shall be referred to a mutually agreeable ‘Sole Arbitrator' invoking arbitration clause
under this Agreement. The provisions of the Arbitration and Conciliation Act, 1996, as amended
("Arbitration Act"), will apply to such arbitration. The language to be used in the arbitration shall
be English and the venue for arbitration shall be at Mumbai. The award of the Arbitrator shall be
final & binding on the parties herein.
12.2 This Agreement shall be governed by and construed in accordance with Indian Law and shall be
subject to the exclusive jurisdiction of the courts in Mumbai.
12.3 Any dispute arising out of or in connection with this Agreement, including any question regarding
its existence, validity or termination, shall be amicably settled between the Parties, failing which
the Parties may approach the courts of law for resolution.
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13. FORCE MAJEURE
Either Party shall not be liable for any losses caused by its inability or delay in fulfilling any of its
obligations hereunder, either wholly or in part, caused by or in connection with any force majeure
events including, but not limited to riot, disturbance, strikes, lock-outs, bandhs, war, civil strife,
fire, earthquake, act of God, act of any government, or other circumstances or events whatsoever
beyond the control of the Party.

Each Party shall promptly inform the other Party of the existence of a force majeure event and in
case such force majeure event continues beyond a period of 30 (thirty) days, such Party shall not
be obliged to provide any service or perform any of its obligations hereunder during the period
such force majeure event continues and shall endeavor to find solution thereto by mutual
discussions.

14. GENERAL TERMS AND CONDITIONS

14.1 Nothing contained in the Agreement shall be construed or deemed to create any association,
partnership or joint venture or employer-employee relationship in any manner whatsoever
between the Parties. The Service Provider acknowledges that its rendering of the Services is solely
within its own control, subject to the terms and conditions agreed upon and agrees not to hold
itself out to be an employee or servant of Hiring Company or its Affiliate. The Parties are entering
into this Agreement on a non-exclusive basis.
14.2 Unless otherwise provided in the Agreement, the Service Provider shall have no right to enter into
any agreement or arrangement for and/or on behalf of Hiring Company or to represent to any
third party that it has such right or authority, without the prior written consent of Hiring
Company.

14.3 All notices or other communications under or in connection with the Agreement shall be given in
writing, and shall be sent, if to Hiring Company, on its registered address detailed above and if to
the Service Provider, as per the details below or on such other address provided by the Service
Provider to Hiring Company or its last known address. Any such notice or other communication
will be deemed to be effective if given personally, on delivery thereof to the address of the
recipient, or if given by reputed courier or registered post, 5 (five) days after posting the same.

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 ANNEXURE – I

(SCOPE OF SERVICES)

The Service Provider will provide the following Services to Hiring Company:

1) Customized batch of “30” employees for Hiring Company - would undergo a training model designed
and approved by Hiring Company and executed by Service Provider.
2) Pursuant to this Agreement, the parties herein will execute ‘Statement of Work” as per the format
prescribed below as “Exhibit to Scope of Services” provided the Scope of Services envisages herein
are assigned and delivered by the Service Provider in project phase wise manner : -

<<FORMAT of Statement of Work>>

“STATEMENT OF WORK (I) PURSUANT TO SERVICE PROVIDER AGREEMENT DATED <<insert date of
execution of Agreement>>:

1. PURPOSE OF THE STATEMENT OF WORK:

This Training Proposal is carefully designed for Hiring Company to offer specialized training programs for
30 fresh graduates or less than 3 years experienced professionals - who will partake in the growth story of
the organization. Hiring Company has indicated a need for sourcing and training support for their staff in
the following areas:

Job Profile:
Job Location:

A well-designed training program provided by Service Provider will allow Hiring Company to improve their
employee proficiency in these areas, while building a great reputation as Employer of Choice with noted
Universities / Institutes across the country.

2. SCOPE OF SERVICES AND PROJECT PLAN:

Sourcing of 30 possible learners who will be preselected by Hiring Company to join the extensive 100-120
hour customized training. Training will be conducted by specialized trainers and the course will be
pre-approved by Hiring Company

Sourcing
Service Provider will source as many students required through Digital and offline campaigns. Sourced
students will undergo a pre-selection round by executives of Hiring Company. Selected students to
undergo training who have received a Letter of Intent cum employment from Hiring Company.
 
Ideally this entire process of selecting the students should finish within 30 days from day of signing the
contract between Service Provider and Hiring Company

Job Description:
Who are we looking for:

What would you be expected to do:

Skills you should possess:

● Experience: Freshers / Professionals upto 3 years experience

● Education: Graduate

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 ● Inherent ability to have engaging ongoing conversations
● Excellent listening skills
● Excellent communications skills (English) and interpersonal skills
● Self-starter and ability to execute high velocity closures
● Ability to work in low supervision but high ownership environment. Entrepreneurial mindsets will
be given preferences
● Genuine interest in helping people succeed and changing lives

 
Offer Letter
During the selection process Hiring Company should release a detailed Letter of Intent cum offer letter
with all T&C’s to the candidates who qualify as selected immediately and block them.

The compensation bracket to be paid by Hiring Company for each of the roles are as follows:

Training
The training course will consist of lectures and workshops which will be delivered in online mode for not
more than 3 hours per day.

Probation
The Probation period will consist of minimum 3 months post Training is completed by Expertrons. During
this probation period Hiring Company agrees to pay a stipend for an amount of Rs _______ to the
selected candidate.

Placement
Post the Probation period depending upon the performance of the employee during probation the Hiring
Company will pay the selected candidate a full time salary which would be 3 LPA & above depending on
the job role.

IN WITNESS WHEREOF the Parties hereto have signed this Statement of Work on this ______ day of
_________, 2022:

For Hiring Company: For Service Provider:

Expertrons Technology Pvt Ltd

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