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SERVICES AGREEMENT / NON-DISCLOSURE AGREEMENT

This(“Agreement”) is made on this day 28th Nov.2023, at New Delhi, India.

BY AND BETWEEN:

1. Ingenious Press Private Limited, having its registered office at Unit-1092, Vegas Mall,
Commercial Building, Sector 14 Dwarka, New Delhi, India hereinafter referred to as the
“Publisher” (which expression, unless repugnant to the context or meaning thereof, shall mean
and include its Affiliates, successors and permitted assigns) of the FIRST PART.

AND

2. Idea TIC, having their registered office located at 36, Gate No. 3, Near Ultimate Gym, Opp.
Komi Ekta Dawar, Nouchandi Ground, Bhawani Nagar, Hapur Road, Meerut 250002,
hereinafter referred to as the “Agency” (which expression shall, unless repugnant to the
context or meaning thereof, mean and include its/his/her successors in interest and permitted
assigns) of the OTHER PART

As the context may require, the “Publisher” and “Agency” are hereinafter collectively referred to
as “Parties” and individually as “Party”.

WHEREAS

A. The Agency has represented and warranted that inter alia it has the requisite experience and
expertise in the area of creative writing, research abilities, content writing and proofreading
and other related services etc.
B. The Publisher is engaged in the business of Publishing books, texts, articles with the image,
Olympiads practice paper books, etc. (the “Business”)
C. The Publisher intends to appoint the Agency to avail certain Services with respect to the
Agency’s expertise. As consideration for such Services, the Publisher shall pay the Agency
the Fee as set forth hereinafter.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND


COVENANTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE ADEQUACY OF WHICH IS ACKNOWLEDGED BY THE
PARTIES, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: -

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1. In this Agreement, including the recitals hereto, unless otherwise expressly defined, the
following terms shall have the following meanings:

“Book Design and Formatting” shall denote the project conducted by the Agency to craft and
format the book in adherence to the Manuscript provided by the Publisher. It encompasses the
skillful incorporation of essential elements, comprising text, pictures, images, and illustrations, in
an artistic manner, aiming to produce completed books suitable for digital printing. The Book
Designing Agency shall utilize distinguished publishing software, including InDesign and related
software, to proficiently execute the design and formatting duties in compliance with the
Publisher's instructions and prevailing industry standards.

“Manuscript” shall mean the original written or typewritten content, including accompanying
Images, Illustrations, and photographs, which serve as the foundational material for the creation of
copyrighted books by the Publisher. The Manuscript represents the intellectual and creative ideas
and content of the Publisher and is fully protected under copyright law. The Publisher holds
exclusive rights to the original expression and ideas contained within the Manuscript before it is
prepared for distribution or public consumption. The Manuscript is the intellectual property of the
Publisher with legal rights and is covered under copyright protection held by the Publisher."

Completed Books: shall mean the literary works or publications that have undergone the necessary
processes, including writing, editing, proofreading, design, formatting, and production, to reach a
finished and publishable and ready to print state. These books have fulfilled all the requirements
and standards set forth by the Publisher, and they are ready for printing distribution, sale, or other
forms of public consumption. "Completed books" carry the legal rights and protections afforded by
copyright law and may include various formats, such as printed books. The Completed Books are
the intellectual property of the Publisher with legal rights and are covered under copyright
protection held by the Publisher."

“Affiliate(s)” shall mean any other Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such specified Party.

“Agreement” shall mean this Service Agreement, the Schedules accompanying it, and any other
modifications and/or amendments carried out by the Parties from time to time.

“Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment, order,
decree, bye-law, approval from the concerned authority, Government resolution, order, directive,
guideline, policy, requirement, or other governmental restriction or any similar form of a decision
of, or determination by, or any interpretation or adjudication having the force of the law of any of
the foregoing, by any concerned authority having jurisdiction over the matter in question within
the territory of India.

“Authorities” shall mean any (a) nation, state, commonwealth, county, city, town, village, district,
or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign, or other
government; (c) federal, state, local or foreign governmental or quasi-governmental authority of
any nature (including any agency, branch, department, board, commission, court or tribunal);
(d) multi-national or supranational organization or body; (e) body exercising, or entitled or
purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory, or
taxing authority or power, including any court or arbitrator; (f) self-regulatory organization; or
(g) official of any of the foregoing having jurisdiction over the subject matter(s) in question.
“Authorized Representatives” shall mean persons duly appointed by the Parties who shall have
full authority on behalf of the Parties to represent them in terms of this Agreement;

“Business” shall have the meaning as provided in Recital B.

“Business Day” shall mean a day on which banks are open for regular banking business in India.

“Confidential Information” subject to Article 8.3 below includes, but is not limited to, any
information about the Publisher’s products, technologies, technical know-how, trade secrets,
training material(s), manuscript, content, price lists, pricing policies, business methods, practices
or policies, and contracts and contractual relations with Publisher’s customers and suppliers
(customer and supplier names and other related information such as addresses, phone numbers, e-
mail addresses, and all other information relating to the employees), discoveries, ideas, concepts,
software in various stages of development, design, drawings, specifications, techniques, models,
data, marketing techniques and materials, marketing and development plans, the
brokerage/commission structure, pricing policies and financial information. Confidential
Information also includes, but is not limited to, any information described in this definition that the
Publisher obtains from another party and which the Publisher treats as proprietary or designates as
confidential information, whether or not owned or developed by the Publisher.

“Fee” means the total fee payable, from time to time, under Article 6 of this Agreement with
regard to the Services performed by the Agency in terms of this Agreement.

“INR” shall mean Indian Rupees being the lawful currency of India.

“Material Breach” "Material breach", in essence, is where "all the circumstances are wholly or
partly remediable and are, or, if not remedied, is likely to become serious, in the wide sense of
having a serious effect on the benefit of the aggrieved party.”

“Services” the Agency agrees to prepare and supply to the Publisher’s typescript of the work
suitable for use as printer’s copy and acceptable to the Publishers in content and form, together
with illustrations as may be mutually deemed desirable and, in a form, mutually agreed upon and
with index, with this Agreement and as more particularly described in Schedule I.

“Taxes” shall mean all taxes, assessments, charges, duties, fees, levies and other charges of an
Authority, including income, franchise, capital stock, net worth, real property, personal property,
tangible, intangible, commercial activity, withholding, employment, payroll, social security, social
contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts,
goods and services, value-added and all other taxes of any kind for which the Publisher or the
Agency may have any liability imposed by any Authority, whether disputed or not and any related
charges, interest or penalties imposed by any Authority.

“Force Majeure Event” includes fire, earthquake, flood, epidemic, pandemic, war, acts of God
and acts which are beyond the control of the Parties, which cannot reasonably be forecasted or
provided against, and cannot be predicted by men of ordinary prudence, and which prevent or
delay the performance of any of the obligations of the Parties.
“Escalation Cost” The escalation meaning refers to a persistent rise in the price of goods,
services, or commodities over a period of time.

“Revenue Loss” occurs when a business earns less revenue than planned from operations due to
external and internal variables.

“Intellectual Property” Intellectual property (IP) refers to creations of the mind, such as
inventions; literary and artistic works; manuscript, content, designs; symbols, names and images
used in commerce.
“Quality Assurance” Quality assurance (QA) is any systematic process of determining whether a
product or service meets specified requirements.

1.2 Interpretation
Except where the context requires otherwise, this Agreement will be interpreted as follows:

a. The Recitals and Schedules shall form an integral and operative part of this Agreement;
b. Headings are for convenience only and shall not affect interpretation except to the extent
that the context otherwise requires;
c. where a word or phrase is defined, other parts of speech and grammatical forms of that
word or phrase shall have corresponding meanings;
d. any reference to Article and or Schedule shall be deemed to be a reference to an Article or
Schedule of this Agreement;
e. any reference to any enactment or statutory provision is a reference to it as it may have
been, or may from time to time be, amended, modified, consolidated or re-enacted;
f. words importing the singular shall include the plural and vice versa;
g. words denoting an individual shall include corporations and vice versa;
h. words denoting any gender shall include all genders;
i. where any act, matter or thing is required by this Agreement to be performed or carried out
on a certain day and that day is a public holiday, then that act, matter or thing shall be
carried out or performed on the next following Business Day; and
j. use of the words “includes” or “including” means without limitation; and
k. the terms and expressions elsewhere defined in this Agreement shall have the meanings
ascribed therein.

ARTICLE 2
AGENCY'S SERVICES AND RESPONSIBILITIES

2.1 The overall scope of services to be performed by the Agency under this Agreement is set forth
in Schedule I.
2.2 The Parties may agree, in writing or orally, to perform any additional services rendered under
this Agreement. Provided any oral agreement shall be confirmed in writing within 15 days of
such oral agreement. Any amendment, change or extension in the Services shall be agreed
upon by both Parties in writing.
2.3 The Agency shall exercise reasonable skill, care and diligence in performing their Services
under this Agreement.
2.4 The Agency further acknowledges that in the rendition of Services in terms hereof, they will
coordinate and report directly to the authorized representative of the Publisher specified in
Schedule I hereto or such other persons as may be communicated to the Agency in writing.

ARTICLE 3
PUBLISHER’S RESPONSIBILITIES

3.1 The Publisher shall provide any and all information required by the Agency which is necessary
or incidental to the performance of the Services as contemplated in this Agreement.

3.2 Where the Agency requires a decision from the Publisher, the Publisher, shall give written
instructions within a reasonable time after a proper request for the decision has been submitted by
the Agency so that the Services are not delayed.

3.3 The Publisher agrees that the Publisher is, at its own discretion, utilizing the Services of the
Agency and, therefore, it is at liberty to decide whether or not to accept and act upon the Services
as provided by the Agency.

ARTICLE 4
INDEPENDENT AGENCY

4.1 The Agency and/or any of its/his employee/representatives and/or third-party service providers
shall not under any circumstances be treated as an employee of the Publisher and will not be
entitled to benefits, perks or incentives from the Publisher and will be seeking his remuneration
accordingly.

ARTICLE 5
TERM OF AGREEMENT

5.1 This Agreement shall be deemed to become effective from the date specified in Schedule I
hereto (“Effective Date”).

5.2 The term of this Agreement shall be for a period as specified in Schedule I hereto (“the
Term”).

5.3 The Parties may extend the Term of this Agreement in writing on mutually acceptable terms
and conditions.

ARTICLE 6
AGENCY FEE AND REIMBURSEMENT OF COSTS AND TAXES

6.1 Upon completion of the Book Design and Formatting, the Agency shall raise an invoice to the
Publisher, specifically pertaining to the Fee as stipulated in the quotation or as agreed upon by both
Parties.
6.2 All payments to be made by the Publisher under this Agreement to the Agency shall be subject
to deduction of applicable Taxes that are being levied currently and/or that may be levied in future
in terms of Applicable Laws.

ARTICLE 7
MODE OF PAYMENT

7.1 The Publisher shall pay the Agency all amounts due and owed to the Agency in accordance
with the mode described hereunder.

7.2 The terms and mode of payment shall be as provided in Schedule II hereto

7.3 If any item(s) or part of an item in an invoice submitted by the Agency is disputed by the
Publisher, the Publisher shall give notice with reasons and shall not delay payment on the
remainder of the invoice.

ARTICLE 8
CONFIDENTIALITY

8.1 The Agency shall not disclose any Confidential Information other than to the Agency’s
employees or contractors who must have access to such information in order to carry out the
Agency’s obligations under this Agreement, provided such disclosure is in accordance with Article
8 hereof. Confidential Information shall be maintained in absolute confidence by the Agency.

8.2 The Agency shall adopt all necessary security measures which are commonly observed in
similar industries that rely on Confidential Information and as may be specifically required by the
Publisher for securing such Confidential Information. These measures shall include but are not
limited to, restricted access to such information, marking such information as confidential, and the
selective destruction of sensitive materials. Upon termination of this Agreement, the Agency shall
return or destroy all documents or materials embodying the Publisher’s Confidential Information.
Where the Agency destroys all such Confidential Information related to the Publisher, the Agency
shall, through a written intimation, inform the Publisher that such Confidential Information has
been destroyed.

8.3 Confidential Information does not include information that:


a. is published or is otherwise in the public domain through no fault of the receiving Party; or
b. prior to disclosure hereunder, can be demonstrated by the receiving Party to have been in
its possession prior to receipt under this Agreement; or
c. is properly obtained by the receiving Party without restriction from a third party; or
d. is independently developed by or for the receiving Party without reliance, direct or indirect,
on such information, as evidenced by tangible recipient records; or
e. is disclosed by the receiving Party to a third party with the written approval of the
disclosing Party.
ARTICLE 9
PENALTY
9.1 In the case of the Agency´s delay with the work handover within the deadline pursuant hereto, the
Publisher shall charge a penalty for each commenced day of the delay/termination as per the following
situation:
a. In case of Delay: - In the event the Agency acts in violation of any of the obligations under
article 2 and causes a delay in the handover of the work assigned to him/her, he/she shall be
liable to compensate the Escalation Cost for the loss of revenue incurred upon the Publisher
due to his lack of effort and timely completion of the work assigned to him/her.

b. In case of Termination: - In the event that the Agency has the malafide intention to
terminate this agreement in the middle without completing the work which was assigned to
him/her, he/she shall be liable to compensate for the Revenue Loss and Escalation Cost
suffered by the Publisher due to his/her incompetent behaviour towards the completion of
the agreement.

ARTICLE 10
TERMINATION

10.1 If the Agency commits any material breach, then Publisher shall provide a notice in writing to
the Agency in order to rectify such material breach, and if the Agency fails to rectify/cure such
material breach within 10 days from the receipt of the said notice than publisher shall have a right
to terminate the present agreement with immediate effect,

10.2 Either Party may also terminate this Agreement at any time for convenience by giving written
notice of 30 (thirty) days to the Other Party.

10.3 Either Party may terminate this Agreement forthwith in the event of one or more of the
following events occurring in relation to the other Party:

a. If the Agency fails to supply the complete and final Book Design and Formatting along
with the agreed illustrations by the date mentioned for this purpose in this agreement, the
Publishers shall have the option, any time after this date, unilaterally to declare this
agreement cancelled after giving the Agency fifteen days’ (15 days) notice in writing to
provide the necessary material unless the Publishers have meanwhile agreed in writing to
an extension of the period of submitting the material;

b. Insolvency or bankruptcy;
If either Party is involved in any of the events enumerated in (a) to (b) hereinabove, it shall
immediately notify the other Party of the occurrence of such an event.

10.4 Termination of this Agreement shall not prejudice or affect any accrued rights or claims and
liabilities of the Parties.
ARTICLE 11
REPRESENTATIONS AND WARRANTIES

11.1 The Agency hereby represents, agrees, warrants and undertakes to the following:
a. The Agency shall render the Services to the best of the Agency’s skills and ability and in a
professional and workman-like manner in willing cooperation with others in accordance
with the production schedule. The Agency shall do everything in such capacity to perform
Services of a first-class quality suitable for commercial exploitation.

b. The Agency warrants that in the event Agency’s Services under the Agreement are
suspended due to a Force Majeure event, then as soon the Force Majeure event is over, and
the Services can be resumed, the Agency starts rendering the Services towards the
Programme on priority basis subject to other prior commitments.

c. The Agency has not and shall not, directly or indirectly, whether by himself or jointly with
any other person, enter into any agreement or arrangement which may prejudice and/or
conflict with the rights of the Publisher under this Agreement.

d. During the continuance of this Agreement or thereafter, the Agency shall not do any act or
write or design any content or use pictures, images or illustrations in the final Book Design
and Formatting which might bring the Publisher into public disrepute or offend any
community or public morals, or prejudice or damage the reputation of the publisher or
might inhibit, restrict or interfere with the successful exploitation of the Programme by the
Publisher.

e. The Agency agrees not to write or design any content or use pictures, images or
illustrations in the final Book Design and Formatting any content that hurts the religious
sentiments or causes communal tension in the society or which damages the reputation of
the publisher or interfere with the exploitation of the Publisher’s goodwill.

f. The Agency shall not, directly or indirectly, do or cause to be done any act which in any
way infringes upon or prejudices in any manner the rights of the Publisher under this
Agreement.

ARTICLE 12
DISPUTE RESOLUTION/ARBITRATION

12.1 In the event of any dispute or differences between the Parties arising out of or in connection
with this Agreement, including without any limitation any claims that a Party has breached any
portion of this Agreement, the Parties shall promptly meet and discuss the dispute in an effort to
resolve it. If no resolution is reached within 15 days following the date on which one Party first
notifies in writing to the other of its request that such a meeting be held, then the dispute shall be
resolved by arbitration under the provisions of the Arbitration and Conciliation Act, 1996 and the
Rules framed there under, as amended from time to time. The arbitration shall be conducted by a
sole arbitrator to be appointed by the Publisher for which the Agency shall give its irrevocable no
objection and consent. The arbitration shall be conducted in the English/Hindi language. The
venue and seat of arbitration shall be at Delhi, India. The Courts at Delhi, India alone shall have
jurisdiction over any matters relating to such arbitration.

12.2 Parties further agree that the arbitrator shall also have the power to decide on the costs and
expenses (including reasonable fees of the counsel) incurred in relation to arbitration.

12.3 The provisions of this Article shall survive the expiration or earlier termination of this
Agreement.

Article 13
FORCE MAJEURE

13.1 Neither the Agency nor the Publisher shall be liable for any failure or delay in the
performance of any obligation under this Agreement to the extent such failure or delay is due
to a Force Majeure Event. The Party having any such cause shall promptly notify the other
Party in writing of the nature of such cause and the expected delay and keep the other Party
updated and notified from time to time of the status of the Force Majeure Event.

13.2 The Publisher shall have the right to suspend this Agreement and all of its obligations,
upon written notice to the Agency, during all periods that a Force Majeure Event is in effect.
Such suspension shall continue for a such additionalperiod of time required to resume
production of the Programme.

13.3 For the sake of clarity, Parties agree that the Term under this Agreement shall be extended
for the period that such suspension is in force or for the period of existence of the Force
Majeure event.

13.4 The indemnities and confidentiality obligations contained herein shall survive the
expiration or earlier termination of this Agreement.

ARTICLE 14
QUALITY ASSURANCE

14.1 The Agency here agrees that prior to each work, text and content are written or design any
content or use pictures, images or illustrations in the final Book Design and Formatting by the
Agency hereunder shall go through the thorough quality analysis and check before publication in
the hardbound form. The Publisher shall perform all the quality assurance tests and quality control
procedures that are reasonably necessary to ensure that the content/services provided by the
Agency are up to the mark.

14.2 If in case the quality of Book Design and Formatting by the Agency is not matching the
benchmark set by the publisher, then in such case the Agency would be held liable to refund the
entire amount of money advance paid to him/her along with the Escalation cost or;
14.3 If the Agency and publisher, with mutual discussion, come to a conclusion to continue the
work, then the existing contract would survive, and if there is any additional cost incurred, then
such cost would be bear by the Agency.
ARTICLE 15
MISCELLANEOUS PROVISIONS

15.1 Severability. If any provision of this Agreement is prohibited by the laws of any jurisdiction
as those laws apply to this Agreement, that provision shall be ineffective to the extent of such
prohibition and/or shall be modified to conform to such laws subject to the mutual satisfaction of
the Parties, without invalidating the remaining provisions hereto.

15.2 Indemnity. Agency agrees to defend, indemnify and hold harmless the Publisher and its
Affiliates, and all of their respective officers, directors, agents, employees, successors and
permitted assigns from and against any and all third third-party proceedings, claims, liabilities,
losses, actions, judgments, fines, penalties (including without limitation, civil monetary penalties,
interest and similar financial obligations levied against Publisher for violations of regulatory
requirements), refund obligations, costs and expenses (including reasonable attorney’s fees) of any
kind or nature (each a “Claim” and collectively, the “Claims”), to the extent they arise out of or
result from:
a. Agency’s negligence or willfulmisconduct;
b. Agency’s breach of any term of this Agreement, including without limitation, Agency’s
breach of its obligation to comply with laws in accordance with Article7.
c. Any actual or alleged violation, infringement, unauthorizeduse or misappropriation of any
third party’s copyright, patent, trademark, or other intellectual property rights; the Agency
would be considered the indemnifying party bear to pay the losses the third party has
suffered.
d. The completed book design created by the Agency is the exclusive property of the
Publisher and shall not be redistributed, leaked, or circulated in any form, whether in digital
or manual format. Any unauthorized distribution or disclosure of the book design shall be
considered a breach of this agreement. In the event of such a breach, the damages clause
specified in this agreement shall be invoked and the Vendor/Agency shall be liable for any
resulting damages as determined by applicable law.

15.3 Modification and Amendments.This Agreement may not be modified or amended except in
writing specifically referring to this Agreement and signed by each of the Parties hereto.

15.4 Intellectual Property. This means all existing and future proprietary materials (including
Intellectual Property relating thereto) and other Confidential Information of the Publisher,
including, without limitation: any and all compositions, the Publisher shall retain all rights, title
and interest in the Publisher’s Property, Publisher Marks, its Confidential Information, and all its
intellectual property rights thereto, supplied by Publisher to Agency under this Agreement.
Nothing in this Agreement shall affect a transfer of the Publisher’s intellectual property rights from
the Publisher to the Agency.

15.5 Assignment, Survival and Binding Agreement. The Parties shall not have the right to
assign or transfer any right or obligation hereunder in whole or in part to any third party without
the prior written consent of the other Party. The terms and conditions of this Agreement shall inure
to the benefit of and be binding upon the Parties hereto and their respective successors and
permitted assigns.

15.6 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.
The headings of the sections and subsections of this Agreement are inserted for convenience only
and shall not be deemed to constitute a part hereof.

15.7 Notices: All notices and other communications required or permitted hereunder shall be in
writing and shall be sent by reputable courier or by facsimile transmission addressed to the address
of each Party set forth below or to such other address as such Party shall have communicated to the
other Party. Notice shall be deemed to have been served when received (and in the case of
facsimile transmission, provided that a confirming copy is sent to the other Party in accordance
with the non-facsimile notice delivery requirement).

If to Publisher as Specified in Schedule I


If to Agency as Specified in Schedule I

Or to such other address as any Party may have furnished to the other in writing.

All notices given in accordance with this Article shall be deemed to have been served as follows:
a. if delivered by hand at the time of delivery;
b. if posted, by Registered Post acknowledgement due, on the date of acknowledgement by
the recipient; and
c. if communicated by facsimile on receipt of confirmation of successful transmission.

15.8 Variations: Any variation of this Agreement shall be valid only if mutually agreed upon and
executed in writing by or on behalf of both the Parties.

15.9 Further Documents. The Parties to this Agreement agree to execute and deliver any
additional information, documents or agreements contemplated hereby and/or necessary or
appropriate to effect and consummate the transactions contemplated hereby. The Agency agrees to
provide to the Publisher such information as the Publisher may reasonably request in order to
consummate the transaction contemplated herein.

15.10 Waiver. No waiver by any Party of any default with respect to any provision, condition or
requirement hereof shall be deemed to be a waiver of any other provision, condition or
requirement hereof. No delay or omission of any Party to exercise any right hereunder on one
occasion in any manner shall impair the exercise of any such right on any other occasion.

15.11 No Partnership or Agency: Nothing in this Agreement shall be deemed to constitute a


partnership between the Parties or constitute any Party the agent of the other Party for any purpose
or entitle any Party to commit or bind the other Party in any manner or give rise to fiduciary duties
by one Party in favour of the other.

15.12 Governing Law: This Agreement shall be governed by and construed under the laws of the
Republic of India, with exclusive jurisdiction conferred on the courts in Delhi, India

15.13 Entire Agreement: This Agreement is the entire agreement between the Parties in relation
to the transaction contemplated herein and supersedes all previous agreements and understanding
between the Parties, whether written and/or oral, with respect to the subject matter hereof.

IN WITNESS WHEREOF the parties have hereunto set their respective hands the day and year
first above mentioned.

SIGNED AND DELIVERED by

__________________________
Within named.

………………………………

Authorized representative of in the presence of:

1.
Name:
Address

SIGNED AND DELIVERED by

__________________________
within named

………………………………

In the presence of:

2.
Name:
Address
SCHEDULE I
SERVICES AND OTHER TERMS

1. Scope of Services/Work of the Agency: The Agency will assist the Publisher related to Book
Design and Formatting. The Agency has opted for the following services:

Services Signature Date


1) Scope of Work:
1.1 The Agency agrees to provide Book Design and Formatting services and any
additional agreed-upon services related to the book design.
1.2 The Agency will commence work upon receipt of a handwritten Manuscript or
Digital Manuscript from the Publisher.
1.3 The Agency will complete the book by doing Book Design and Formatting as per
the requirement of the publisher.
1.4 The Agency shall obtain written approval from the Publisher for each completed
chapter of the book.
1.5 The Agency shall integrate copyright-free, high-resolution images, illustrations,
graphics, typography, and other design elements into the Book Design and
Formatting, as specified within the manuscript as text or reference image provided by
the Publisher. The Agency shall exercise due diligence in ensuring that all
incorporated elements are free from copyright restrictions or have been appropriately
licensed for use in the book. The Publisher shall not be held liable for any copyright
infringement resulting from the Agency's provision of unauthorized materials or
instructions for incorporation into the Book Design and Formatting.
2) Correction of Proofs: The Agency is obligated to send the Publisher two rounds
of proofreading revisions to incorporate necessary corrections. The Agency agrees to
undertake thorough and diligent checking and rectification of errors or inaccuracies
identified by the Publisher. The Agency shall make reasonable efforts to ensure the
accuracy, coherence, and adherence to the Publisher's specifications and guidelines
during the proofreading process.
3) Delivery of Work: The Agency shall be obligated to deliver the completed books
to the Publisher within the number of days as mutually agreed upon and specified in
writing or email communication between the Parties. The agreed-upon number of
days for delivery shall commence from the date of receipt of the manuscript
4) Deliverables:
4.1 The Agency will deliver the completed book/s designed in the ready-to-print and
publish format.
4.2 The Agency will provide all the digital open files and linked files of all elements
made or used in the Book Designing process including PDF, InDesign, Coreldraw,
Illustrator, Photoshop, Mathtype or any other possible software format.
5) Subject Index/Bibliography: The Agency agrees to provide a subject index /
Bibliography for each edition of the book. On his inability or refusal to do so, the
Publishers would be free to get the same prepared by any person deemed competent
by them, and the cost will be debited from the fees of the Agency.
6) Supplement: If and when a supplement to the Work is deemed necessary by the
Publishers, the Agency agrees to supply the same within a reasonable time, failing
which the Publisher would be at liberty to get the same prepared against his cost.

2. Place of provisioning of Services: New Delhi


3. This Service Agreement / NDA Contract is effective from 20/05/2022
4. Term of the Agreement: From the date of Execution of the contract till the termination as
mentioned in Article 10
5. Address for Notices:
a. Publisher: Ingenious Press Private Limited, Unit-1092, Vegas Mall, Commercial Building,
Sector 14 Dwarka, New Delhi, India.

b. Agency: 36, Gate No. 3, Near Ultimate Gym, Opp. Komi Ekta Dawar, Nouchandi Ground,
Bhawani Nagar, Hapur Road, Meerut 250002

SCHEDULE II
SERVICE FEE AND TERMS/MODE OF PAYMENT

Fees - In accordance with the final quotations provided by the Agency and upon receiving written
acceptance confirmation from the Publisher.

Mode of Payment - Online Transfer or DD or Cheque

Payment Term - In accordance with the payment terms mentioned in the final quotations
provided by the Agency and upon receiving written acceptance confirmation from the Publisher.

Agency Account Details required-


a. Name in the Bank Account:
b. Bank Account Number:
c. IFSC Code:
d. Bank Address:
e. or Cancelled Cheque

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