Term: This contract shall be valid for a period of Three years from 1st day of Mmm 2023 to XX day of Mmm 2024 unless terminated by the Company in accordance with the Termination clause of this agreement. The Company may, at its sole discretion, extend the terms of this agreement for the desired period and on such terms and conditions as mutually agreed upon by the Company and the Consultant.
Compensation: Service charges would be at flat 8.33% of annual CTC across all levels and positions. Service charges under this Agreement shall accrue to the Consultant only if a chosen candidate is appointed by the Company on its payroll or on the payroll of any of its subsidiary or associate companies. CTC shall mean Cost to the Company as envisaged on the Offer Letter. Payment will be made by the company within 30daysfrom the receipt of valid Invoice.
Replacement: In the event, the candidate referred by the Consultant, leaves the Company within 45 days on his / her own accord from date of joining, irrespective of resignation date, the Company should communicate to the Consultant through e-mail within 15 days from the date of candidate leaving. On intimation, the Consultant agrees to provide suitable candidate as replacement at no additional charge within 30 days. If the Consultant is unable to provide replacement, then any fee payment made by the Company for such Candidate(s)will be reimbursed or adjusted to future Invoice.
Solicitation: During the term of this agreement and for a period of three years thereafter, the Consultant shall not directly or indirectly employ, engage the services of or induce, solicit any employee of the Company.
Publicity: Without prejudice to the generality of the foregoing, the Consultant shall not represent, advertise, communicate or use in any manner whatsoever, the Company’s brand name or Company’s proprietary or protected trademark on websites and/ or any other materials on media, without the prior written consent of the Company. Violation of this clause shall result in termination of this Agreement at the instance of the Company.
Confidential Information:
The Consultant covenants and agrees that any and all information furnished or disclosed to, obtained or accessed by or otherwise becoming known, whether or not with the permission of the Company, to the Consultant relating to or regarding the business and financial affairs, business prospects or plans, the Company’s or customers, proprietary technologies, methods or processes, patents, trade secrets, software or computer code, or other proprietary or confidential information of the Company, and any of its respective shareholders, officers, or directors, or of any party or parties directly or indirectly affiliated with any one of them shall be treated in all respects as confidential and proprietary (“Confidential Information”) and will not be directly or indirectly disclosed, furnished or disseminated to any person without the prior written consent of the Company, nor will Consultant reproduce or copy or use Confidential Information, or any part thereof, for any purpose whatsoever, except for the sole and exclusive purpose of Consultant performing his duties hereunder. Without limiting any other rights and remedies available to the Company under the law, the Consultant’s breach of duties under this Section shall be grounds for an immediate termination of this Agreement by the Company.
Upon the termination of this Agreement, the foregoing subsection (A) and the Consultants obligations thereunder shall continue in full force and effect, and the Consultant shall: (i) immediately return to the Company any and all Confidential Information that is in tangible, readable or reproducible form (including any information stored or kept on magnetic or optical media, video media, electronic media or otherwise), together with all copies thereof, and return all originals and copies of any notes, journals, files or other information created or maintained by the Consultant which contains in whole or in part, or was otherwise derived, in whole or in part from, Confidential Information, and (ii) not directly or indirectly use for the Consultant’s benefit or for the benefit of any other party any Confidential Information, or any part thereof.
Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties and supersedes all prior agreements and understandings, oral or written, between the parties hereto with repeat to the subject matter hereof. No representation, promise, inducement or statement of intention not set forth in this Agreement has been made by or on behalf of either party hereto.
Non-Assignability: This Agreement shall not be assignable by the Consultant, and neither the Consultantnor any person claiming through or under the Consultant shall have any right to assign, commute, encumber or dispose of the right to receive payments hereunder, which payments and the rights thereto are expressly declared to be non-assignable.
Severability: If any term or provision of this Agreement is held or deemed to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, this Agreement shall be ineffective only to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement.
Termination of Agreement: The Company, upon thirty (30) days written notice, may unilaterally terminate this Agreement for “cause,” which shall include: (i) the failure by the Consultant to substantially perform its duties hereunder; (ii) misconduct by the Consultant that causes substantial and material injury to the Company; (iii) Consultant’s breach of the confidentiality provisions; and (iv) Consultant’s conviction of a felony. Either party hereto may terminate this Agreement for any other reason or for no reason upon thirty (30) days written notice to the other.
Indemnity: The Consultant agrees to hold harmless, defend and indemnify the Company, any and all of its subsidiaries, affiliates, and their respective officers, shareholders and directors, from and against any and all demands, claims, actions or causes of action by any governmental body or any other third party, and any and all losses, damages, settlements, awards, judgments and defense costs and expenses, including attorney’s fees, brought against the Company as a result of Consultant’s failure to comply with applicable laws and regulations.
Modification: This Agreement constitutes the full and complete understanding of the parties and cannot be changed except by a written instrument executed by the Company and the Consultant.
Waiver of Breach: Any waiver by either party of any breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.
Governing Law:This Agreement shall be construed in accordance with and shall be governed by the laws of INDIA. Disputes if any shall be settled under the Arbitration & Conciliation Act, 1996 of India.
Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.