AGREEMENT FOR ARCHITECTURAL SERVICES Page 1 of 4

CONSULTANCY SERVICES AGREEMENT

THIS AGREEMENT (The "Agreement") is entered into as of this __ day of _______ ,

between

ABC, a company incorporated under the Companies Act 1956 having its registered office at
_________________, (hereinafter referred to as "ABC")

and

DEF incorporated under the laws of __________________ and having its office at
______________________________ ( together with its subsidiaries, is hereinafter referred to as "DEF").

WHEREAS, DEF desires to obtain the services of ABC, as further set forth below, and ABC is willing to
perform such services on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and other mutual covenants and agreements herein
contained, the parties hereby mutually covenant and agree as follows:

1 SERVICES

DEF is engaging ABC who has the requisite skills and abilities and experience for these services.
DEF is engaging ABC as the "Project Manager" for this project. ABC shall perform the duties set
forth in Appendix A to this agreement (statement of work). ABC shall not make any statements,
representations or warranties to Customer regarding or relating to the services provided to DEF
hereunder.

2. TERM OF AGREEMENT

This Agreement shall become effective on the date first set forth above and shall continue in effect
until _______________ unless terminated in accordance with the provisions hereof. This
Agreement may only be extended by mutual agreement of the parties in writing.

3 FEES AND EXPENSES

For the services rendered by ABC under this Agreement, DEF will make due payments to ABC as
follows:

• Project management charges of Rs. 5,000 per day plus service tax during the period of
this Agreement.

• If requested by DEF, filing of applications for frequency earmarking with WPC, SACFA
clearance, import licensing, equipment clearance and related items shall be charged at Rs.
100,000 per site.

Should it become necessary for ABC to travel in order to fulfill its obligations under this Agreement,

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DEF shall reimburse ABC for reasonable travel expenses incurred on trips, provided that all such
arrangements are authorized in advance, in writing, by DEF. Travel to sites located outside of Delhi
shall be by economy class air. Should it become necessary for ABC to rent test equipment to fulfill
its obligations under this Agreement, DEF shall reimburse ABC the rental expenses provided that all
such rentals are authorized in advance, in writing, by DEF.

Amounts due to ABC shall be paid within forty-five (45) days after the presentation of an invoice
from ABC to DEF.

4. CONFIDENTIAL INFORMATION AND TRADE SECRETS

All information exchanged by the parties during the continuance of this Agreement shall be kept
confidential by the parties and its employees and will not be disclosed by them to third parties
either during or after the termination of this Agreement. The provisions of this agreement shall
survive the termination of this Agreement.

5. STATUS OF PARTIES

It is mutually agreed that the parties and their employees are not agents of one another.

6. NON-SOLICITATION OF EMPLOYEES

The parties agree that during the term of this Agreement and for a period of one year thereafter
the parties will not directly or indirectly solicit, recruit or induce the employees of each other.

7. INDEMNITY

The parties agree to fully exonerate, indemnify each other, their employees, agents, directors and
officers against any loss, damage or injury caused to any person resulting from the violation of any
statute, ordinance or regulation by the parties and their employees, subcontractors and agents. In
addition, ABC agrees to indemnify, defend and hold harmless DEF from and against any and all
claims, liabilities, losses, costs or damages arising out of: (i) ABC's breach of its obligations
hereunder, (ii) any warranty, representation or statement ABC may make to a third party in
connection with the services provided hereunder, and/or (iii) the services performed by ABC
hereunder,

8. TERMINATION

Either party shall have the right to terminate this Agreement at any time upon fifteen (15) days'
written notice to the other in the event of a breach by the other party of its obligations hereunder.
Each party shall inform the other party of any breach of the terms and conditions under and arising
out of this Agreement and give clear fifteen (15) days written notice to the other party so as to
rectify said breach. If the breach is not rectified within fifteen (15) days of the receipt of notice to
the satisfaction of the other party, the other party shall have the option to terminate this
Agreement and/or refer the issue for dispute resolution.

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9. WAIVER

Any failure on the part of any party hereto to comply with any of its obligations, agreements or
conditions hereunder may be waived in writing by the other party to whom such compliance is
owed. Absent such written waiver, no forbearance or other failure to insist on prompt compliance
with any obligation, agreements or conditions hereunder shall be deemed to constitute a waiver of
the rights of the party to whom compliance is owed.

10. NOTICES

All notices required or permitted hereunder shall be given in writing and (a) personally delivered to
the other party, (b) sent by certified mail, return receipt requested, (c) sent by receipted delivery
service, or (d) sent by facsimile with confirming copy to the other party at the following address.

11. ENTIRE AGREEMENT

This Agreement represents the full and final understanding between the parties hereto and merges
and supersedes any and all other promises, understandings or agreements with respect to the
subject matter hereof. This Agreement may only be modified by a written instrument signed by
both parties.

12. SEVERABILITY

If any provision of this Agreement is held illegal or unenforceable by any court or other authority of
competent jurisdiction, such provision shall be deemed severable from the remaining provisions of
this Agreement and shall not affect or impair the validity or enforceability of the remaining
provision of this Agreement.

13. ARBITRATION

The parties agree that any dispute or difference in relation to or arising out of this Agreement or
the interpretation thereof which cannot be resolved through other means within a thirty (30) days
period, shall be resolved by arbitration under the provisions of Indian Arbitration and Concillation
Act, 1996 alongwith its amendment from time to time. The language of the arbitration shall be in
English. The venue of the Arbitration shall be New Delhi. The award given by the arbitrators upon
such references shall be final and binding upon the parties, and each party shall bear its own
expenses in relation to such arbitration. Unless otherwise awarded by the arbitrators, the
arbitration fees shall be shared equally by the parties.

14. APPLICABLE LAW

This Agreement shall be governed by and interpreted in accordance with the laws of India,
without regard to the conflicts of laws provisions thereof.

IN WITNESS WHEREOF, the authorized representatives of the parties have hereto set their hands

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upon the date first above written.

By : _________________________ By : _________________________

Name _________________________ Name _________________________

Title _________________________ Title _________________________

Appendix A

STATEMENT OF WORK

*On a Stamp Paper of Appropriate Value

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