RESEARCH AGREEMENT

This Agreement is made and executed in India, entered into and effective as of this 1st day
of February, 2019, (hereinafter referred to as ‘Effective Date’) by and between

CITIZENS’ FOUNDATION FOR POLICY SOLUTIONS (hereinafter referred to as ‘CFPS’),

a public charitable trust registered under the Indian Trusts Act, 1882 and having its office at 4,
Community Centre, Zamrudpur, Kailash Colony Extn., New Delhi - 110048, India through its
authorized signatories, which expression shall unless it be repugnant to the meaning or context
thereof be deemed to mean and include its successors and assigns,

AND

MILINDA SENGUPTA, R/o AG – 1/16A, VIKASPURI, NEW DELHI – 110018, which

expression shall unless it be repugnant to the meaning or context thereof be deemed to mean and
include its successors and assigns, (hereinafter referred to as “Researcher”)

WHEREAS, CFPS desires that the Researcher provide advice and assistance to CFPS in his or her
area of expertise; and

WHEREAS, the Researcher desires to provide such advice and assistance to CFPS under the terms
and conditions of this Agreement;

NOW, THEREFORE, CFPS and the Researcher hereby agree as follows:

1. Research Services

(a) Subject to the terms and conditions of this Agreement, CFPS hereby retains Researcher as a
research associate to perform administrative and project management functions specifically
set out in Annexure-I attached to this Agreement and made a part hereof (hereafter referred
to as the “Services”), as said annexure may be amended in writing from time to time, and
Researcher agrees, subject to the terms and conditions of this Agreement, render such
Services during the term of this Agreement. Researcher shall render services hereunder at
such times and places as shall be mutually agreed by CFPS and the Researcher. Researcher’s
commitment hereunder shall not exceed 5 days per week, unless otherwise agreed on a case-
to-case basis.

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2. Compensation and Reimbursement

(a) In consideration of the services to be provided by Researcher to CFPS hereunder, CFPS

shall pay to Researcher a consolidated sum of INR 4,80,000 per annum, which will be paid
in twelve (12) monthly payments of INR 40,000. In addition, CFPS shall reimburse
Researcher for reasonable travel and other expenses Researcher incurs in connection with
performing the Services. To obtain reimbursement, Researcher shall submit to CFPS, or its
designee, an invoice describing services rendered and expenses incurred under this
Agreement. CFPS shall pay to Researcher invoiced amounts within thirty (30) days after the
date of invoice. CFPS will accommodate Researcher’s request to arrange, at CFPS’ expense,
for all of Researcher’s travel and accommodations in connection with such meetings if they
occur outside the National Capital Region.
(b) CFPS reserves the right to deduct the sum of Rs. 1,500 per month from the monthly
compensation of the Researcher as a security deposit and the collected amount shall be paid
to Researcher on the expiry of the term of this agreement.

3. Term

(a) This Agreement shall remain in effect from February 1, 2019 to September 1, 2019,
commencing on the date first written above, unless sooner terminated as hereinafter
provided, or unless extended by agreement of the parties.
(b) This Agreement may be terminated by either party, with or without cause, upon thirty (30)
days prior written notice to the other; provided that if Researcher terminates this Agreement,
Researcher shall, in accordance with the terms and conditions hereof, nevertheless wind up
in an orderly fashion all assignments for CFPS which Researcher began prior to the date of
notice of termination hereunder.
(c) Upon termination of this Agreement for any reason, Researcher shall be entitled to receive
such compensation and reimbursement, if any, accrued under the terms of this Agreement,
but unpaid, as of the date Researcher ceases work under this Agreement.
(d) If the Researcher terminates this agreement without giving due notice to CFPS, for
whatsoever reason, CFPS reserves the right to get the amount equivalent to one month’s
fees i.e. INR 40,000/- (Rupees Forty Thousand Only) from him/her on the day he/she
submits his/her resignation.
(e) Notwithstanding anything herein, the Managing Trustee of CFPS shall be entitled to
terminate this employment agreement, without notice, in the event you are found to have
engaged in:
(i) any act of misconduct or negligence in the discharge of your duties or in the conduct
of the Trust's activities;
(ii) any other act or omission, inconsistent with your duties;

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 (iii) any breach of this employment agreement;
(iv) misconduct (including sexual harassment at workplace), dishonesty, disobedience, or
any act calculated to bring CFPS into disrepute; and, or
(v) unauthorised absence beyond a period of seven (7) days.

4. Independent Contractor Status

(a) The parties agree that this Agreement creates an independent contractor relationship, not an
employment relationship. The Researcher acknowledges and agrees that CFPS will not
provide the Researcher with any employee benefits, including without limitation any
employee stock purchase plan, social security, unemployment, medical, or pension payments,
and that income tax withholding is Researcher’s responsibility. In addition, the parties
acknowledge that neither party has, or shall be deemed to have, the authority to bind the
other party.

5. Intellectual Property

(a) The Researcher agrees to assign to CFPS all rights, titles and interests in and to any
Confidential Information and Intellectual Property made, originated or developed during the
course of or otherwise related to the Services, together with any other Intellectual Property
Rights arising out of the provision of the Services. For the avoidance of doubt, title to all
new Intellectual Property (including but not limited to copyright) arising from the conduct
of the Services shall wholly vest in or be wholly vested in CFPS (unless subject to third party
rights).
(b) All intellectual property subsisting in records, reports, documents, papers, media and other
materials whatsoever created by CFPS or on behalf of CFPS or originated by or upon behalf
of the Researcher pursuant to this Agreement. Records, reports, documents, papers, media
and other material would be referred to as ‘Documents’ hereinafter.
(c) CFPS may grant the Researcher a non-exclusive terminable license to use the Documents,
and the Intellectual Property subsisting in the Documents during the term of this
Agreement, such use shall be limited to what is required to fulfil the Researcher’s obligations
under this Agreement.
(d) All Intellectual Property subsisting in the Works during the term of this Agreement is hereby
assigned by the Researcher to CFPS. For removal of doubts, ‘Works’ shall mean any
documents, reports and any other materials or media which are produced or created by the
Researcher for CFPS.
(e) The Researcher hereby unconditionally and irrevocably waives, in respect of the Works and
any updates or revisions to such Works made by the Researcher, all rights to be identified as

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 the author of the Works and all rights to object to derogatory treatment of the Works to
which the Researcher may now or at any future time be entitled relevant laws (including, but
not limited to Indian Copyright Act, 1957), as amended from time to time and under all
similar legislation from time to time in force anywhere in the world.
(f) The Researcher agrees and undertakes not to reproduce or include in the Documents or the
Works any Intellectual Property owned by any other party.
(g) The provisions of this clause (clause 5) shall apply during the continuance of this contract
and after its termination howsoever arising.

6. Confidentiality and Non-Disclosure

During the pendency of this agreement and for a specified period of time thereafter, the
Researcher shall be bound by such terms of confidentiality and non-disclosure, as are
elucidated in the appended Annexure-II (confidentiality and non-disclosure undertaking) and
are made a part hereof. The Researcher shall separately sign the said undertaking, signifying
his/her consent to the obligations contained therein.

7. Severability

(a) The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof. No provision of this Agreement may
be amended or waived without a written agreement signed by the Parties. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original and
all of which together shall constitute one instrument.
(b) Those terms and conditions of this Agreement which are, by their nature, meant to survive
the term of this Agreement shall so survive.

8. Remedies and Jurisdiction

(a) In the event of any dispute of any kind arising out of or relating to this Agreement or in
connection with the validity, invalidity, interpretation, execution, meaning, operation, effect
or breach of this Agreement a Party, prior to the initiation of any proceedings permitted
under this Agreement, the disputing Party shall give written notice to the other Party to
resolve or settle such dispute through mutual discussions and negotiations.
(b) If no settlement can be reached through mutual discussions and negotiations within thirty
(30) days, shall be resolved by binding arbitration conducted in English, in accordance with
the Arbitration and Conciliation Act, 1996 and its amendment thereto. The decision and

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 award of such arbitration shall be final and binding and shall be enforceable in any court of
competent jurisdiction. The arbitration proceeding shall be carried out at New Delhi. The
cost of the Arbitration proceeding shall be equally borne by both the Parties. This
Agreement shall be governed by and construed in accordance with the substantive laws of
India only. The Parties consent to the exclusive jurisdiction and venue in the city of New
Delhi.

9. Other Agreements

(a) The Researcher shall use reasonable efforts not to use any facilities, funds, or equipment
owned or administered by CFPS, except for the performance of the Services described
under Annexure-I.
(b) No alteration or modification of this Agreement, including Annexures appended hereto,
shall be valid unless made in writing and executed by Researcher and CFPS.
(c) The Researcher and CFPS mutually represent that to the best of their knowledge neither
currently has any agreement with, or any other obligation to, any third party that conflicts
with the terms of this Agreement. The parties agree that they shall not intentionally and
knowingly enter into any such agreement.
(d) Researcher shall use CFPS’ name, logos, trademarks or other identifiers for the purpose of
provision of Services delegated to him/her to the extent required. Upon termination of this
Agreement, Researcher shall not use CFPS’ name, logo, trademark or other identifier in any
manner other than what is already a matter of public knowledge. Provided however
Researcher will not be in breach of this clause if he/she makes reference to CFPS’ name
solely to describe his/her former association with CFPS subject to confidentiality obligations
which CFPS might have undertaken in relation to any of its clients, vendors or other
personnel.
(e) Any notice or other communication by one party to the other hereunder shall be in writing
and shall be given, and be deemed to have been given, if either hand delivered or mailed,
postage prepaid, certified mail (return receipt requested), transmitted through electronic
medium or transmitted by facsimile, addressed as follows:

If to Researcher:
Milinda Sengupta
AG – 1/16A, Vikaspuri, New Delhi - 110018
Mobile: 7042938890
Email ID: milinda.sengupta@gmail.com and milinda@cfpsindia.com

If to CFPS:
Citizens’ Foundation for Policy Solutions

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 4, Community Centre, Zamrudpur, Kailash Colony Extn, New Delhi – 110048
Phone: 011 – 40640133, 011 – 29230028
Email ID: karmanyethadani@gmail.com and karmanye@cfpsindia.com

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated below.

For and on behalf of For and on behalf of

Citizens’ Foundation for Policy Solutions Researcher

_______________________________ _______________________________
Name: Karmanye Thadani Name: Milinda Sengupta
Designation: Managing Trustee Designation: Research Associate
Date: 01 February 2019 Date: 01 February 2019

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 ANNEXURE – I

Scope of Researcher’s Service

(a) The Researcher’s scope of service will include, but is not limited to, doing all such work as is
required to further the aims and objectives of the trust named Citizens’ Foundation for
Policy Solutions, registered vide Registration No. 2165, on 1st December 2018 at the office
of Sub-Registrar, Hauz Khas, New Delhi.

(b) The tasks included within the scope of Researcher’s service are as follows:
i. To conceptualise and draft policies, legislations and delegated legislations.
ii. To conduct surveys to lay the groundwork for or to analyse the efficacy of the
initiatives of the government.
iii. To publish articles, policy briefs, research papers and books analyzing issues of
public policy and foreign policy, including paradiplomacy initiatives pursued by the
state governments.
iv. To help create awareness vis-à-vis government campaigns and initiatives.
v. To conduct conferences, seminars and workshops aimed at achieving the objectives
mentioned in CFPS’s Trust Deed and generating interest among young citizens
about policy issues.

(c) The parties retain the freedom to mutually agree and amend this Annexure to include
or/and exclude tasks from within the scope of Researcher’s Service, as and when required.

For and on behalf of For and on behalf of

Citizens’ Foundation for Policy Solutions Researcher

_______________________________ _______________________________
Name: Karmanye Thadani Name: Milinda Sengupta
Designation: Managing Trustee Designation: Research Associate
Date: 1 February, 2019 Date: 1 February, 2019

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 ANNEXURE – II

Confidentiality and Non-Disclosure Undertaking

1. DEFINITION OF CONFIDENTIAL INFORMATION

Confidential information shall be transferred to the Researcher by CFPS to the extent

necessary to fulfill the agreed terms of this agreement. Such information may be, without
limitation, in the form of business and/or financial records, specifications, samples,
photographs, drawings or other documents or storage media. All such information is herein
collectively referred to as the “Confidential Information” and shall be limited to information
that (a) is in written, recorded, graphical or other tangible form and is marked “Confidential”
or “Proprietary”; or (b) is in oral form or other intangible form and which either Party
identifies as “Confidential” or “Proprietary” at the time of disclosure, with subsequent
confirmation in writing within thirty (30) days of such disclosure; or (c) disclosed in such a
way or being of such a nature that a reasonable person would consider such information to
be Confidential Information of CFPS.

2. TRANSFER, ALTERATION AND RETURN OF CONFIDENTIAL

INFORMATION

(a) All Confidential Information shall remain the property of CFPS. Each copy of any
portion of Confidential Information provided by CFPS to the Researcher, shall
contain the same proprietary notices, labels, and marks as the original thereof without
any alteration. The Researcher shall not remove or alter any such proprietary notices,
labels, and marks on or contained in any portion of Confidential Information.
(b) CFPS provides all Confidential Information on an "as is" basis, without any warranty
whatsoever, whether express, implied or otherwise, regarding its accuracy,
completeness or otherwise, and CFPS shall not be liable for any loss or damage arising
therefrom, including but not limited to loss of profit, loss of business, loss of
(anticipated) savings and the like.
(c) The Researcher shall return, or at CFPS’s option, destroy, all Confidential Information
and all copies thereof in whatever storage media to CFPS within fifteen (15) days of
the latter's first written request. If Confidential Information has been stored into the
Researcher’s computer system, then Researcher shall
(i) use commercially reasonable efforts to delete and remove CFPS’s
Confidential Information from the Researcher’s environment (including the
Researcher's computers, systems, storage apparatuses, and media); and
(ii) the Researcher shall not thereafter restore or retrieve any such archive copies
of CFPS’s Confidential Information.

3. USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION

(a) The Parties agree that, unless CFPS gives its prior express written authorization, they shall:

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 (a) not use the Confidential Information disclosed by the other for any other purpose
than for the authorised purpose;

(b) not make any news release or public announcement regarding any part of the subject
matter of this Agreement nor any phase of the work, or any of the results of the
work, or any of the work itself, without prior written consent of CFPS;

(c) protect CFPS's Confidential Information against disclosure in the same manner and
with the same degree of care, but not less than a reasonable degree of care, with
which it protects confidential information of its own; and

(d) limit circulation of the Confidential Information disclosed by CFPS to the

Researcher or representative of the Researcher as have a need to know in connection
with the authorised purpose and the breaching Party shall be liable for and shall
indemnify CFPS against any and all direct damages, loss, costs (including attorney’s
fees and costs) and other liability arising from any breach of this Agreement.

(2) Information shall not be Confidential Information to the extent it:

(a) is already or hereinafter becomes published or public knowledge through no breach

by the Researcher;

(b) is lawfully obtained by the Researcher without restriction or breach of this

Agreement;

(c) is already known to the Researcher at the date of receipt of the Confidential
Information pursuant to this Agreement, as shown by the Researcher’s files and
records in existence prior to such date of receipt;

(d) is independently developed by the Researcher without making use of or reference to

CFPS’s Confidential Information; or

(e) is approved for release or use by the express written authorization of CFPS

The Researcher may disclose Confidential Information which is required by law, or by any
regulation, rule, court, governmental, regulatory or other competent authority or its
equivalent, provided that Researcher shall promptly notify CFPS in writing upon notice of
such requirement and assist CFPS in using commercially reasonable efforts to cause such
disclosed Confidential Information to be treated by such authority as trade secrets and as
confidential.

(3) If only a portion of the Confidential Information falls under any of the above subsections,
then only that portion of the Confidential Information shall be excluded from the use and
disclosure restrictions of this Agreement.

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 (4) The Parties acknowledge that CFPS will be irreparably harmed if the Researcher breaches or
threatens to breach its obligations under this Agreement. Therefore, in the event of such
actual or threatened breaches and without prejudice to CFPS’s other rights at law or
pursuant to this Agreement, CFPS shall accordingly be entitled to an injunction or equitable
relief and any other appropriate remedies regarding the same, without posting bond.

For and on behalf of For and on behalf of

Citizens’ Foundation for Policy Solutions Researcher

_______________________________ _______________________________
Name: Karmanye Thadani Name: Milinda Sengupta
Designation: Managing Trustee Designation: Research Associate
Date: 1 Februrary, 2019 Date: 1 February, 2019

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