Independent contractor agreement

‏Independent Contractor Agreement‏

‏This Independent Contractor Agreement (hereinafter "Agreement") is made and executed on this at ‏

‏BETWEEN‏

‏, a company incorporated under the provisions of the Companies Act, 2013, having its registered office at , (hereinafter referred to as the “Client”, which expression shall unless it be repugnant to the context or meaning thereof, means and includes its parent, subsidiary companies, heirs, executors, administrators, legal representatives/ the partners or partner for the time being of the firm the survivors or survivor of them and the heirs, executors, administrators of the last surviving partner and his or her assigns/ its successors and assigns of the ONE PART.‏

‏AND‏

‏

, a company incorporated under the provisions of the Companies Act, 2013, having its registered office at , (hereinafter referred to as the “Independent Contractor”, which expression shall unless it be repugnant to the context or meaning thereof, means and includes its parent, subsidiary companies, heirs, executors, administrators, legal representatives/ the partners or partner for the time being of the firm the survivors or survivor of them and the heirs, executors, administrators of the last surviving partner and his or her assigns/ its successors and assigns of the OTHER PART.‏, aged , currently having a place of residence at (hereinafter referred to as the “Independent Contractor”, which expression shall unless it be repugnant to the context or meaning thereof, means and includes its parent, subsidiary companies, heirs, executors, administrators, legal representatives/ the partners or partner for the time being of the firm the survivors or survivor of them and the heirs, executors, administrators of the last surviving partner and his or her assigns/ its successors and assigns of the OTHER PART.

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‏The Client and Independent Contractor are hereinafter collectively referred to as the “Parties” and individually referred to as the “Party”.‏

‏WHEREAS‏ ‏, the Client is in the business of

‏WHEREAS‏ ‏, The Independent Contractor has agreed to provide such necessary services which include to the Client on the terms and conditions set out in this Agreement.‏

‏WHEREAS,‏ ‏ the Client desires to engage the Independent Contractor to provide certain services in the area of the Independent Contractor’s expertise and the Independent Contractor is willing to provide such services to the Clients Company;‏

‏NOW, THEREFORE,‏ ‏ in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Client and the Independent Contractor as follows:‏

1. ‏Services Provided:‏

‏1. 1‏

‏The client hereby agrees to engage the contractor to provide the Client with the following services (the "Services"):‏

‏

‏1.2‏

‏The services shall also include any other tasks with the parties may agree on as mentioned in ‏ ‏Annexure 2‏ ‏. The Contractor hereby agrees to provide such services to the Client.‏

2. ‏Method of Performing Services:‏

‏Both parties agree that the Contractor will determine the method, details, and means of performing the above-described services, including the determination of the need for and hiring or allocation of assistants at the Contractor's own expense. The Client agrees that the company or its representatives shall not direct or otherwise supervise the Contractor's assistance or employees in the performance of those services.‏

3. ‏Obligations and Warranties of Independent Contractor:‏

‏3.1‏

‏The Independent Contractor acknowledges and agrees that if they fail to adequately complete the Work by the agreed due date, the Client has the sole right to terminate this Agreement; provided that the Client must pay the independent contractor a reasonable prorated amount of the Fees proportionate to that portion of the Project completed to date. If the Independent Contractor fails to meet the Work deadline, they must contact the Client to request a deadline extension at least prior to the due date. An extension may be granted at the Client’s sole discretion. ‏

‏3.2‏

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4. ‏Materials:‏

‏ ‏

‏The Client agrees to furnish the Independent Contractor with all necessary materials needed to complete the Work described herein. Such materials may include, but are not limited to, on what the Client’s objectives are, and other materials.‏

5. ‏Compensation: ‏

‏5.1‏

‏The Financial Matrix and breakup of payments for the project is mentioned in Annexure 1 of this document. The Project Budget and payment schedule are mentioned in this document. The Independent Contractor agrees to the payment scheme mentioned in Annexure 1 and upon signing this document the payment scheme will be confirmed.‏

‏5.2‏

‏The Independent Contractor shall be entitled to invoice the Client at the following time interval of .‏

‏5.3‏

‏The Client upon request receipt of the invoice shall make prompt and immediate payment by the following method: ‏

‏ChequeNEFT/RTGSCash & Cash Receipt

‏5.4‏

‏That such payment shall be made within days after the receipt of the invoice.‏

‏5.5‏

‏The completeness of the Services and work ‏of the product shall be determined by the Client in its sole discretion, and the Independent Contractor agrees to make all revisions, additions, deletions or alterations as requested by the Client.‏

‏5.6‏

‏The Compensation shall be charged monthly.‏

‏5.7‏

‏The Independent contractor shall be solely responsible for any and all taxes, social security contributions or payments, disability insurance, unemployment taxes, and other payroll-type taxes or other legal requirements applicable to such compensation or to the Independent contractor.‏

‏5.8‏

‏The Independent contractor hereby indemnifies and holds the Client harmless from any claims, penalties, losses, costs, liabilities, injuries or damages suffered by the Client arising out of the Independent contractor’s failure with respect to its obligations under this clause.‏

6. ‏Reimbursement of Expenses:‏

‏6.1‏

‏The independent contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.‏

‏6.2‏

‏The Independent contractor agrees that all expenses must be pre-approved by the Client.‏

7. ‏Confidentiality: ‏

‏The Independent Contractor is aware that the data collected is confidential. You do not have the right to publish details about the project on any website or other public domain. Using any of this data without proper authorization from will be counted as a criminal offence. Divulging, misusing, or misappropriating any of this data will be counted as a breach of trust under Section 405 of the Indian Penal Code, 1860. This will also lead to a violation of the service agreement and will lead to a breach of contract under Sec 73 of the Indian Contract Act, of 1872.‏

8. ‏Intellectual Property Infringement:‏

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9. ‏Communication:‏

‏The Independent Contractor agrees that all communication with the Client will be done through the use of electronic mail. Any changes to product details, specifications, data structure, etc. will be agreed upon by both parties through the mail and will be communicated. ‏

10. ‏Amendments: ‏

‏Any amendment to this Agreement shall be made in writing and signed by the Parties hereto. Each and every amendment to this document must be made with the mutual consent of both parties.‏

11. ‏Enforceability: ‏

‏If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable. All non-enforceable or invalid parts of this document must be rectified through mutual consent by the parties.‏

12. ‏Construction: ‏

‏This Agreement shall be construed and interpreted in accordance with the internal laws of India. ‏

13. ‏Right of Substitution:‏

‏13.1‏

‏Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.‏

‏13.2‏

‏In the event that the Contractor hires a subcontractor:‏

A. ‏The Contractor will pay the subcontractor for their services and the Compensation will remain payable by the Client to the contractor.‏

B. ‏For the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.‏

14. ‏Autonomy:‏

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15.

‏Non-Exclusivity:‏ ‏The parties acknowledge that this Agreement is non-exclusive and that either party will be free, during and after the term, to engage or contract with third parties for the provision of services similar to the services.‏Exclusivity:‏ ‏The parties acknowledge that this Agreement is exclusive and that the independent contractor shall undertake this task for the client company and agrees to engage or contract with third parties for the provision of services similar to the client company's services.

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16. ‏Notice:‏

‏All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:‏

a. ‏

b. ‏

‏or to such other address as either Party may from time to time notify the other. ‏

17. ‏Indemnification:‏

‏Except to the extent paid in settlement from any applicable insurance policies and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. Both parties agree that this indemnification will survive the termination of this Agreement‏

18. ‏Termination:‏

‏The Client Company reserves the right to terminate the services of the Service provider if:‏

A. ‏The work is not up to industrial standards‏

B. ‏The work is filled with errors‏

C. ‏Divulge or misappropriate information regarding the project‏

19. ‏Relationship Between The Parties:‏

‏It is expressly agreed that the Party of One Part and Party of the Other Part are acting under this agreement as independent entities, and the relationship established under this Independent Contractor Agreement shall not be construed as a partnership. In providing the services under this agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. Neither Party is authorized to use the other Party’s name, trademark, copyright or any intellectual property in any way, to make any representations or create any obligation or liability, expressed or implied, on behalf of the other party, without the prior written consent of the other Party. Neither Party shall have, nor represent itself as having, any authority under the terms of this Independent Contractor Agreement to make agreements of any kind in the name of or binding upon the other Party, to pledge the other Party’s credit, or to extend credit, or to extend credit on behalf of the other Party. ‏

20. ‏Arbitration and Conciliation:‏

‏ ‏

‏If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with the validity, interpretation, implementation or alleged material breach of any provision of this Agreement or regarding a question, including the questions as to whether the termination of this Agreement by one Party hereto has been legitimate, both Parties hereto shall endeavour to settle such dispute amicably. If the Parties fail to bring about an amicable settlement within a period of thirty (30) days, either Party to the dispute may give ten (10) days notice of invocation of dispute settlement to the other party. The Parties hereto shall submit to such, a mediation award which will be enforceable in a court of law.‏

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21. ‏Governing Law and Jurisdiction:‏

‏This agreement shall be governed by the laws of India. Any dispute arising between the Parties in respect of this Agreement shall be subject to the exclusive jurisdiction of courts in .‏

‏This Agreement shall commence on and remain in effect until the project assigned to the service provider has been completed. ‏

‏All work performed under this Agreement, including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client. ‏

‏This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the parties.‏

‏IN WITNESS WHEREOF ‏ ‏the parties have duly affixed their signatures under hand and seal on this .‏

‏In the presence of witnesses….‏

‏Annexure 1 - Financial Matrix and Payment Schedule‏

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‏Annexure 2 - Additional Services‏

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