Draft Staffing Agreement
This Agreement is dated:
This Agreement is between …………....., a company incorporated under the laws of India, having its registered office at ………………………., India hereinafter referred to as (“COMPANY NAME”), which means and
includes its heirs, legal representatives, successors, assignees, and agents. And
XYZ inc, a company registered in Netherlands and having its registered office at _____________, hereinafter referred to as (“The Client”), which means and includes its heirs, legal representatives,
successors, assignees, and agents.
The Client wishes to engage COMPANY NAME services to provide an employee for the designated work as per the proposal response submitted by COMPANY NAME;
In consideration for services provided under this Agreement, the Client agrees to pay to COMPANY NAME a fee of USD 925 per month (including all service charges as applicable) in advance on the first day of each month till this Agreement continues. Now, therefore, in consideration of the mutual covenants, terms, and conditions contained in this Agreement, COMPANY NAME has offered to act in that capacity and to provide a service of availability of its employee to the Client;
1. Summary of the Agreement
1.1. Service start date – ______________
1.2. Project fee – USD ________per month plus all service charges
1.3. Mode of payment – Wire transfer (charges as applicable)
1.4. Due date of payment - 1st payment is due immediately. Future payments are due on the 1st day of each month in advance.
1.5. Designated work – (payrolling) software developer
2. Rights and duties of COMPANY NAME
2.1. COMPANY NAME agrees to provide a skilled resource/employee for the designated work (“The
Employee”) during the validity of this Agreement;
2.2. The Employee provided by COMPANY NAME and agreed upon to be retained for the purpose of performing at the work projects of the Client shall perform from the facilities of COMPANY NAME in Mumbai, India or at any other location in India as may be mutually agreed by and between the Employee, Client and COMPANY NAME;
2.3. The Client shall not be responsible for taking care of tax implications, insurance, health benefits, and compliance with applicable laws in respect of the Employee provided to them. COMPANY NAME will be responsible to ensure compliance with the applicable law pertaining to the Employee.
2.4. COMPANY NAME shall not be responsible or liable for any Intellectual Property rights infringement committed by the Employee. It is the responsibility of the Client to monitor, supervise, instruct and guide the Employee’s work. It is the Client’s duty to monitor the Employee’s work to ensure there has been no infringement of any Intellectual Property.
3. Rights and duties of the Client
3.1. The Client shall have the right to interview, test, and, in its sole discretion, approve or disapprove (based upon lawful and reasonable business issues) the appointment of the Employee or of any potential employee;
3.2. The Client agrees not to extend any direct or indirect employment offer to any candidate or employee presented by COMPANY NAME or any present or past employee of COMPANY NAME;
3.3. If the services of the Employee of COMPANY NAME are terminated for any reason, the Client agrees not to deal with such employee in any manner or capacity whatsoever without written consent from COMPANY NAME;
3.4. This covenant continues to remain effective for 36 months (3 Years) after the expiry or termination of this Agreement between the parties and for this reason it is made clear that this section shall survive the expiration or termination of this Agreement;
3.5. The Client shall also not circumvent COMPANY NAME to engage another employee through the contacts of an employee already provided by COMPANY NAME; the Client shall be obliged to seek the assistance of COMPANY NAME instead;
3.6. The Client cannot re-negotiate the Total Monthly Fee once the Client has hired the Employee as per the agreed rate on this Agreement.
3.7. In the event the Client is not satisfied or finds the ability of the Employee, pertaining to his/her Skill Set or Experience, inferior to what was originally detailed on the Employee’s profile, the same should be communicated to COMPANY NAME as soon as possible. Suitable candidates are screened, interviewed and selected by the Client. COMPANY NAME requires intimation concerning the Employee’s skill set within the 2nd month of their employment. This assists COMPANY NAME to take immediate corrective action, and accordingly provide constructive feedback to the Employee. Moreover, in the event there is no improvement in the Employee’s performance, a suitable replacement may be sourced by COMPANY NAME on the request of Client at and additional mutually agreed service cost. The Client is responsible for monitoring the progress and assessing the Employee as per the assessment procedure it deems fit as per its corporate policy.
3.8. It is the Client’s duty to monitor the productivity and performance of the Employee. In the unlikely event that the Client is dissatisfied with the Employee’s performance, behavior or work ethic, it’s up to the Client to immediately communicate this to COMPANY NAME. It is paramount that any dissatisfaction, even if it doesn’t warrant any disciplinary action, is communicated to COMPANY NAME as soon as possible. Responsibility for inadequate performance will not be considered back dated or with retrospective effect. It is the Client’s duty to communicate to COMPANY NAME any problems as and when they occur. It shall be assumed that the Client is facing no problems, difficulties or issues what so ever with the Employee unless the Client communicates otherwise at the time of instance, (in writing via email) to COMPANY NAME.
3.9. It is the Client’s duty and responsibility to project manage the Employee, e.g. assigning work to the
Employee, ensuring instructions are followed and ensuring project deadlines are met.
3.10. In the event the Client wishes to terminate the service which may be due to any reason, the same should be communicated in writing to COMPANY NAME as soon as possible via an electronic mail sent to (email adress). The Client should provide reason for termination.
4. Payments
4.1. First payment must be made before the start of the service. Subsequent payments must be made in advance on the first day of each month in favor of COMPANY NAME through Wire Transfer;
4.2. COMPANY NAME reserves the right to stop provision of services contemplated under this Agreement in the event there is any delay in the payment and the Client shall not hold COMPANY NAME responsible or liable for any losses or consequential losses incurred by the Client as a result of such eventuality;
4.3. Payment will be deemed to be delayed if not received before the 5th day of the month to which it relates.
If payment is not received, COMPANY NAME may terminate/suspend the service without any prior
notice to the Client. In case the service is terminated/suspended COMPANY NAME cannot be held liable for non-delivery the agreed service;
4.4. If the Client fails to make payment by 5th of a month and if the Client fails to communicate to COMPANY NAME termination of contract, the fee paid by the Client for the service shall not be refunded backdated.
4.5. The services can be reinstated only after the receipt of payments due, plus reinstating charges equal to one month fee. COMPANY NAME reserves the right of reinstating the service at its discretion.
5. Nondisclosure
5.1. Any piece of information is not subject to the confidentiality provisions of this Agreement if it:
5.1.1. Is or becomes generally available to the public other than as a result of disclosure by the recipient;
5.1.2. Was available to or already known by the recipient on a non-confidential basis prior to its disclosure by the other party;
5.1.3. Is developed by the recipient independently of any information acquired from the other party;
5.1.4. Becomes available to the recipient on a non-confidential basis from a third party, provided that the recipient has no reason to know that the third party is or may be bound by a confidentiality agreement with the other party; or
5.1.5. Is disclosed pursuant to a court order or the requirement of any governmental authority;
5.2. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to recipient is no longer confidential;
5.3. Each party will hold the other party's information in confidence and will safeguard it using at least the same degree of care, a prudent business person would use to safeguard his or her own confidential information of a similar nature;
5.4. The party receiving confidential information will not, directly or indirectly, report, publish, distribute, disclose, or otherwise disseminate the confidential information, or any portion thereof, to any third party, and will not use the confidential information, or any portion thereof, except as necessary for the performance of this Agreement, and as expressly authorized in writing by the disclosing party;
5.5. Disclosure of confidential information will be limited to those officers, directors, employees, and agents of the recipient who must examine it for the purpose authorized, and each party shall be responsible for compliance with the provisions of this section by its officers, directors, employees, and agents;
5.6. If either party attempts to use or disclose any of the confidential information contrary to this Agreement, then in addition to other available remedies, the other party shall have the right to injunctive relief, it being acknowledged that legal remedies are inadequate;
5.7. Promptly after the termination of this Agreement, or during the term of this Agreement, after receipt of the disclosing party's request, the recipient shall cease all use of the disclosing party's confidential information, destroy or return to the disclosing party all copies of the same, and certify in writing that the foregoing has been completed;
5.8. The provisions of this section shall survive the termination of this Agreement;
5.9. All rights and remedies of the parties hereunder shall be cumulative and in addition to all rights and remedies available to the parties at law or in equity.
6. Ownership of works
6.1. Any and all products, inventions, ideas, or original works of authorship (including, but not limited to, any software, middleware, or code) in whole or in part conceived or made by the Client assigned Employees at COMPANY NAME’ and that relating to services performed by them for the Client, shall belong exclusively to the Client and shall be deemed to be the Client's confidential information;
6.2. All such works shall be deemed to be "works made for hire", and the Client shall be deemed to be the author of such works;
6.3. The clause 6.1 and 6.2 will be subject to payments made on time and clearance of dues before the service is terminated.
7. Warranties
COMPANY NAME warrants and represents that the Employee shall perform the services in a professional manner and to the best of their abilities, talents and experience.
8. Service Continuation
8.1. Due to the nature of our service, a client cannot just stop working with the Employee for any number of days and then request to recommence the service with the same Employee at a later stage according to their convenience.
8.2. The Client cannot request the Employee to take any unpaid leaves as it amounts to unethical practices and can be deemed as employee exploitation.
8.3. The Client cannot partially pay the invoice fee to reserve the Employee for future work. If the Client does not pay the full service fee by the required invoice date, (irrespective of a downturn in their work demands) and does not provide official notice of termination because they wish to restart the service at later date with the same Employee, the contract will automatically be terminated.
8.4. If the Client does not pay the full invoice fee for some reason (due to a downturn in work or due to seasonal work demands) and then at a later date wishes to restart the service with the same Employee, COMPANY NAME reserves the right to decline this request and at its discretion can reallocate the Employee to another client.
8.5. If the Client wishes to stop working with the Employee for a certain period of time and then restart at a later date with the same Employee, the accommodation of this request shall be purely at the choice of COMPANY NAME.
9. Holidays
COMPANY NAME shall provide a calendar of holidays that shall mandatorily apply to the Employee as per local laws. This will include paid leaves, casual leaves in addition to any other category of leaves. Any adjustment to billing due to leaves availed by the Employee before the 15th of any given month shall be reflected in the subsequent month's invoice. Any adjustment in billing due to leaves availed by the Employee after the 15th of any given month shall be reflected not in the next month's invoice but in the invoice subsequent to that.
10. Termination
10.1. This Agreement shall commence as of the effective date set forth herein, and shall continue until terminated as provided in this Agreement;
10.2. As the Client requires paying service fee in advance, if the Client fails to pay before the start of the month, contract will automatically be terminated/suspended on the 5th day of the that month.
10.3. After terminating the service any contact between the Client and the Employee within 36 months (three years) shall be considered as an act of Poaching and related provisions of this Agreement will be applicable.
11. Force Majeure
11.1. Neither party or its affiliates, subsidiaries, parent, or any of its parent’s or any of its parent’s affiliates or subsidiaries shall be liable for any delay, failure in performance, loss or damage arising out of or relating to any cause beyond such Party’s reasonable control.
11.2. COMPANY NAME will attempt to offer flawless communication channels, however, the Client realizes that errors, omissions, system malfunctions, and/or telecommunications service interruptions
may occur from time to time that are beyond control of COMPANY NAME and that may result in inconvenience or cost to the Client, including but not limited to, delays or requests for reprocess. In the event such errors, omissions, interruptions, or malfunctions shall occur, the parties agree that COMPANY NAME shall have no responsibility for, and is free from all loss, damage, or liability respecting any;
11.2.1. Delay experienced by the Client,
11.2.2. Interruptions, omissions, malfunctions, or error of any communications systems; or
11.2.3. Interruption, omission, error, or malfunctions involving an operational or system failure.
In any such event COMPANY NAME will always make its best efforts to rectify any such problems as soon as possible.
11.3. COMPANY NAME shall not be liable or deemed to be in breach for any interruption, delay or failure in making the Services available to the Client or performance of any other obligations under this Agreement or interruption of services resulting from acts of God, civil or military authority, war, riots, civil disturbances, accidents, fire, earthquake, floods, strikes, lock-outs, labor disturbances, foreign or governmental order or any other similar cause.
12. Rights after Termination
Prior to expiration or termination of this Agreement, the Client shall pay to COMPANY NAME the balance of all amounts due and owing to COMPANY NAME for services rendered up to and including the effective date of expiration or termination.
13. Governing Laws
All and any controversy, dispute or claim rising out of or relating to this service or in connection with present Agreement, or the breach of this contract, shall be settled by binding arbitration in accordance with the arbitration rules of the International Chamber of Commerce. The costs of arbitration shall be initially borne by the Client and later apportioned by the arbitrator in accordance with the Arbitration Rules. The arbitrator's decision will be binding and may not be appealed. A judgment of a court having jurisdiction may be entered upon the arbitrator's award.
14. Judicial Jurisdiction
The validity, meaning, and effect of this Agreement shall be determined in accordance with the laws of the Republic Of India, without regard to any rules governing conflicts of laws. Any action arising under this Agreement or out of or relating to the subject matter of this Agreement shall be brought in Mumbai, India and the parties hereto hereby submit to the personal jurisdiction of such courts with respect to all such proceedings.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives effective as of the
Client Company Name COMPANY NAME Print Name: Print Name: Mr. Designation: CIO Designation:
Signature:
Signature:
A
This Agreement is dated:
This Agreement is between …………....., a company incorporated under the laws of India, having its registered office at ………………………., India hereinafter referred to as (“COMPANY NAME”), which means and
includes its heirs, legal representatives, successors, assignees, and agents. And
XYZ inc, a company registered in Netherlands and having its registered office at _____________, hereinafter referred to as (“The Client”), which means and includes its heirs, legal representatives,
successors, assignees, and agents.
The Client wishes to engage COMPANY NAME services to provide an employee for the designated work as per the proposal response submitted by COMPANY NAME;
In consideration for services provided under this Agreement, the Client agrees to pay to COMPANY NAME a fee of USD 925 per month (including all service charges as applicable) in advance on the first day of each month till this Agreement continues. Now, therefore, in consideration of the mutual covenants, terms, and conditions contained in this Agreement, COMPANY NAME has offered to act in that capacity and to provide a service of availability of its employee to the Client;
1. Summary of the Agreement
1.1. Service start date – ______________
1.2. Project fee – USD ________per month plus all service charges
1.3. Mode of payment – Wire transfer (charges as applicable)
1.4. Due date of payment - 1st payment is due immediately. Future payments are due on the 1st day of each month in advance.
1.5. Designated work – (payrolling) software developer
2. Rights and duties of COMPANY NAME
2.1. COMPANY NAME agrees to provide a skilled resource/employee for the designated work (“The
Employee”) during the validity of this Agreement;
2.2. The Employee provided by COMPANY NAME and agreed upon to be retained for the purpose of performing at the work projects of the Client shall perform from the facilities of COMPANY NAME in Mumbai, India or at any other location in India as may be mutually agreed by and between the Employee, Client and COMPANY NAME;
2.3. The Client shall not be responsible for taking care of tax implications, insurance, health benefits, and compliance with applicable laws in respect of the Employee provided to them. COMPANY NAME will be responsible to ensure compliance with the applicable law pertaining to the Employee.
2.4. COMPANY NAME shall not be responsible or liable for any Intellectual Property rights infringement committed by the Employee. It is the responsibility of the Client to monitor, supervise, instruct and guide the Employee’s work. It is the Client’s duty to monitor the Employee’s work to ensure there has been no infringement of any Intellectual Property.
3. Rights and duties of the Client
3.1. The Client shall have the right to interview, test, and, in its sole discretion, approve or disapprove (based upon lawful and reasonable business issues) the appointment of the Employee or of any potential employee;
3.2. The Client agrees not to extend any direct or indirect employment offer to any candidate or employee presented by COMPANY NAME or any present or past employee of COMPANY NAME;
3.3. If the services of the Employee of COMPANY NAME are terminated for any reason, the Client agrees not to deal with such employee in any manner or capacity whatsoever without written consent from COMPANY NAME;
3.4. This covenant continues to remain effective for 36 months (3 Years) after the expiry or termination of this Agreement between the parties and for this reason it is made clear that this section shall survive the expiration or termination of this Agreement;
3.5. The Client shall also not circumvent COMPANY NAME to engage another employee through the contacts of an employee already provided by COMPANY NAME; the Client shall be obliged to seek the assistance of COMPANY NAME instead;
3.6. The Client cannot re-negotiate the Total Monthly Fee once the Client has hired the Employee as per the agreed rate on this Agreement.
3.7. In the event the Client is not satisfied or finds the ability of the Employee, pertaining to his/her Skill Set or Experience, inferior to what was originally detailed on the Employee’s profile, the same should be communicated to COMPANY NAME as soon as possible. Suitable candidates are screened, interviewed and selected by the Client. COMPANY NAME requires intimation concerning the Employee’s skill set within the 2nd month of their employment. This assists COMPANY NAME to take immediate corrective action, and accordingly provide constructive feedback to the Employee. Moreover, in the event there is no improvement in the Employee’s performance, a suitable replacement may be sourced by COMPANY NAME on the request of Client at and additional mutually agreed service cost. The Client is responsible for monitoring the progress and assessing the Employee as per the assessment procedure it deems fit as per its corporate policy.
3.8. It is the Client’s duty to monitor the productivity and performance of the Employee. In the unlikely event that the Client is dissatisfied with the Employee’s performance, behavior or work ethic, it’s up to the Client to immediately communicate this to COMPANY NAME. It is paramount that any dissatisfaction, even if it doesn’t warrant any disciplinary action, is communicated to COMPANY NAME as soon as possible. Responsibility for inadequate performance will not be considered back dated or with retrospective effect. It is the Client’s duty to communicate to COMPANY NAME any problems as and when they occur. It shall be assumed that the Client is facing no problems, difficulties or issues what so ever with the Employee unless the Client communicates otherwise at the time of instance, (in writing via email) to COMPANY NAME.
3.9. It is the Client’s duty and responsibility to project manage the Employee, e.g. assigning work to the
Employee, ensuring instructions are followed and ensuring project deadlines are met.
3.10. In the event the Client wishes to terminate the service which may be due to any reason, the same should be communicated in writing to COMPANY NAME as soon as possible via an electronic mail sent to (email adress). The Client should provide reason for termination.
4. Payments
4.1. First payment must be made before the start of the service. Subsequent payments must be made in advance on the first day of each month in favor of COMPANY NAME through Wire Transfer;
4.2. COMPANY NAME reserves the right to stop provision of services contemplated under this Agreement in the event there is any delay in the payment and the Client shall not hold COMPANY NAME responsible or liable for any losses or consequential losses incurred by the Client as a result of such eventuality;
4.3. Payment will be deemed to be delayed if not received before the 5th day of the month to which it relates.
If payment is not received, COMPANY NAME may terminate/suspend the service without any prior
notice to the Client. In case the service is terminated/suspended COMPANY NAME cannot be held liable for non-delivery the agreed service;
4.4. If the Client fails to make payment by 5th of a month and if the Client fails to communicate to COMPANY NAME termination of contract, the fee paid by the Client for the service shall not be refunded backdated.
4.5. The services can be reinstated only after the receipt of payments due, plus reinstating charges equal to one month fee. COMPANY NAME reserves the right of reinstating the service at its discretion.
5. Nondisclosure
5.1. Any piece of information is not subject to the confidentiality provisions of this Agreement if it:
5.1.1. Is or becomes generally available to the public other than as a result of disclosure by the recipient;
5.1.2. Was available to or already known by the recipient on a non-confidential basis prior to its disclosure by the other party;
5.1.3. Is developed by the recipient independently of any information acquired from the other party;
5.1.4. Becomes available to the recipient on a non-confidential basis from a third party, provided that the recipient has no reason to know that the third party is or may be bound by a confidentiality agreement with the other party; or
5.1.5. Is disclosed pursuant to a court order or the requirement of any governmental authority;
5.2. The obligations of this Agreement shall be continuing until the Confidential Information disclosed to recipient is no longer confidential;
5.3. Each party will hold the other party's information in confidence and will safeguard it using at least the same degree of care, a prudent business person would use to safeguard his or her own confidential information of a similar nature;
5.4. The party receiving confidential information will not, directly or indirectly, report, publish, distribute, disclose, or otherwise disseminate the confidential information, or any portion thereof, to any third party, and will not use the confidential information, or any portion thereof, except as necessary for the performance of this Agreement, and as expressly authorized in writing by the disclosing party;
5.5. Disclosure of confidential information will be limited to those officers, directors, employees, and agents of the recipient who must examine it for the purpose authorized, and each party shall be responsible for compliance with the provisions of this section by its officers, directors, employees, and agents;
5.6. If either party attempts to use or disclose any of the confidential information contrary to this Agreement, then in addition to other available remedies, the other party shall have the right to injunctive relief, it being acknowledged that legal remedies are inadequate;
5.7. Promptly after the termination of this Agreement, or during the term of this Agreement, after receipt of the disclosing party's request, the recipient shall cease all use of the disclosing party's confidential information, destroy or return to the disclosing party all copies of the same, and certify in writing that the foregoing has been completed;
5.8. The provisions of this section shall survive the termination of this Agreement;
5.9. All rights and remedies of the parties hereunder shall be cumulative and in addition to all rights and remedies available to the parties at law or in equity.
6. Ownership of works
6.1. Any and all products, inventions, ideas, or original works of authorship (including, but not limited to, any software, middleware, or code) in whole or in part conceived or made by the Client assigned Employees at COMPANY NAME’ and that relating to services performed by them for the Client, shall belong exclusively to the Client and shall be deemed to be the Client's confidential information;
6.2. All such works shall be deemed to be "works made for hire", and the Client shall be deemed to be the author of such works;
6.3. The clause 6.1 and 6.2 will be subject to payments made on time and clearance of dues before the service is terminated.
7. Warranties
COMPANY NAME warrants and represents that the Employee shall perform the services in a professional manner and to the best of their abilities, talents and experience.
8. Service Continuation
8.1. Due to the nature of our service, a client cannot just stop working with the Employee for any number of days and then request to recommence the service with the same Employee at a later stage according to their convenience.
8.2. The Client cannot request the Employee to take any unpaid leaves as it amounts to unethical practices and can be deemed as employee exploitation.
8.3. The Client cannot partially pay the invoice fee to reserve the Employee for future work. If the Client does not pay the full service fee by the required invoice date, (irrespective of a downturn in their work demands) and does not provide official notice of termination because they wish to restart the service at later date with the same Employee, the contract will automatically be terminated.
8.4. If the Client does not pay the full invoice fee for some reason (due to a downturn in work or due to seasonal work demands) and then at a later date wishes to restart the service with the same Employee, COMPANY NAME reserves the right to decline this request and at its discretion can reallocate the Employee to another client.
8.5. If the Client wishes to stop working with the Employee for a certain period of time and then restart at a later date with the same Employee, the accommodation of this request shall be purely at the choice of COMPANY NAME.
9. Holidays
COMPANY NAME shall provide a calendar of holidays that shall mandatorily apply to the Employee as per local laws. This will include paid leaves, casual leaves in addition to any other category of leaves. Any adjustment to billing due to leaves availed by the Employee before the 15th of any given month shall be reflected in the subsequent month's invoice. Any adjustment in billing due to leaves availed by the Employee after the 15th of any given month shall be reflected not in the next month's invoice but in the invoice subsequent to that.
10. Termination
10.1. This Agreement shall commence as of the effective date set forth herein, and shall continue until terminated as provided in this Agreement;
10.2. As the Client requires paying service fee in advance, if the Client fails to pay before the start of the month, contract will automatically be terminated/suspended on the 5th day of the that month.
10.3. After terminating the service any contact between the Client and the Employee within 36 months (three years) shall be considered as an act of Poaching and related provisions of this Agreement will be applicable.
11. Force Majeure
11.1. Neither party or its affiliates, subsidiaries, parent, or any of its parent’s or any of its parent’s affiliates or subsidiaries shall be liable for any delay, failure in performance, loss or damage arising out of or relating to any cause beyond such Party’s reasonable control.
11.2. COMPANY NAME will attempt to offer flawless communication channels, however, the Client realizes that errors, omissions, system malfunctions, and/or telecommunications service interruptions
may occur from time to time that are beyond control of COMPANY NAME and that may result in inconvenience or cost to the Client, including but not limited to, delays or requests for reprocess. In the event such errors, omissions, interruptions, or malfunctions shall occur, the parties agree that COMPANY NAME shall have no responsibility for, and is free from all loss, damage, or liability respecting any;
11.2.1. Delay experienced by the Client,
11.2.2. Interruptions, omissions, malfunctions, or error of any communications systems; or
11.2.3. Interruption, omission, error, or malfunctions involving an operational or system failure.
In any such event COMPANY NAME will always make its best efforts to rectify any such problems as soon as possible.
11.3. COMPANY NAME shall not be liable or deemed to be in breach for any interruption, delay or failure in making the Services available to the Client or performance of any other obligations under this Agreement or interruption of services resulting from acts of God, civil or military authority, war, riots, civil disturbances, accidents, fire, earthquake, floods, strikes, lock-outs, labor disturbances, foreign or governmental order or any other similar cause.
12. Rights after Termination
Prior to expiration or termination of this Agreement, the Client shall pay to COMPANY NAME the balance of all amounts due and owing to COMPANY NAME for services rendered up to and including the effective date of expiration or termination.
13. Governing Laws
All and any controversy, dispute or claim rising out of or relating to this service or in connection with present Agreement, or the breach of this contract, shall be settled by binding arbitration in accordance with the arbitration rules of the International Chamber of Commerce. The costs of arbitration shall be initially borne by the Client and later apportioned by the arbitrator in accordance with the Arbitration Rules. The arbitrator's decision will be binding and may not be appealed. A judgment of a court having jurisdiction may be entered upon the arbitrator's award.
14. Judicial Jurisdiction
The validity, meaning, and effect of this Agreement shall be determined in accordance with the laws of the Republic Of India, without regard to any rules governing conflicts of laws. Any action arising under this Agreement or out of or relating to the subject matter of this Agreement shall be brought in Mumbai, India and the parties hereto hereby submit to the personal jurisdiction of such courts with respect to all such proceedings.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly authorized representatives effective as of the
Client Company Name COMPANY NAME Print Name: Print Name: Mr. Designation: CIO Designation:
Signature:
Signature:
A
