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The following outlines the terms and conditions of the agreement between AJ Technology Resources (hereinafter referred to as Firm") and ------ regarding the referral by the AJ Technologies of candidates for open positions at -------- (here in after referred as ). 1.0 TERM This Agreement shall commence from, 11-6-2013 and remain in full force. 2.0 SERVICES TO BE PROVIDED BY AJ Technology Resources (AJ Technologies) 2.1 The Firm shall provide these services on non-exclusive basis and in its capacity as an independent contractor. Notwithstanding anything contained herein, nothing shall restrict the right of company to appoint any other third party on similar or on any terms and conditions as company may deem fit.


FEES Permanent Position: 3.1 Company will pay AJ Technology Resources a fee equal to 8.33% + Service fee of 12.36 % on the invoice as directed by Government of India. Of the base annual salary (the "Placement Fee") of any candidate referred to company and successfully placed within the Open Position to which the candidate was referred in accordance with the provisions of this Agreement. The Firm will submit an invoice for the Placement Fee to company once the candidate has commenced employment with company. Company shall pay sooner than 30 days after receipt of a correct invoice subject to such deductions as required by law.


company will be required to pay a Placement Fee to the Firm if such candidate is hired by company for any other position than the Open Position and the candidates resume/application has been received by company from any other source at any time. If the resume/application has not been received by company from any other source at any time and the candidate is hired for another position within six months of the date when the candidates paperwork was first submitted by the AJ Technology Resources, the company business who has hired the candidate will pay the Firm in accordance with paragraph 3.1. Notwithstanding paragraph 3.1, company will not be required to pay to the Firm a Placement Fee if the candidate referred to company by the AJ Technology Resources is a) b) c) Former company employee who has been removed from company payroll for less than one year; Contract or other non-company worker who is currently working in the same business to which the Firm has referred the candidate; or candidate referred by the Firm, who is not suitable for the Open Position for which such candidate was referred, but who, after a period of 2 year from the date of referral, is hired by company, either for that Open Position or any other position.



UNSUCCESSFUL PLACEMENT If a candidate referred by the AJ Technology Resources leaves company for any reason (other than redundancy) within a month from the date of employment, the Firm undertakes to replace that candidate with another suitable candidate at no extra charge. If the Firm does not find a suitable candidate within three calendar months, AJ Technology Resources will reimburse 75% of the fee charged for the candidate who has left the services of company.


RESTRICTIONS ON SOLICITATION OF Company EMPLOYEES 5.1 During the term of this Agreement, AJ Technology Resources agrees that it will not directly or indirectly solicit any person who is an employee of company to terminate his/her employment with company, without first obtaining written approval to do so from the responsible Human Resources manager for such employee.



Any violation of this Clause by AJ Technology Resources can lead to damages being claimed by company against AJ technology Resources. company can claim damages for such violation up to a maximum of 100% of the total gross compensation last drawn by the concerned employee who has been offered an employment opportunity by AJ technology Resources outside of company and has therefore left the employment of company.


DISCLOSURE OF INFORMATION 6.1 company understands that the information regarding candidates is provided to company by AJ Technology Resources for company sole use. Company agrees not to disclose, outside of company and its affiliates, any of the candidate information submitted by AJ Technology Resources, without the written consent of AJ Technology Resources. AJ Technology Resources acknowledges and agrees that any personal data transferred to company and subject to the EU Directive 95/46/EC on data protection or any applicable data protection/privacy laws, as amended from time to time (hereinafter referred to as Data Protection Laws), was and is obtained, held, stored and processed by AJ Technology Resources in accordance with such Data Protection Laws. AJ Technology Resources is responsible for obtaining any necessary consent from individuals for the data to be transferred and processed by company, its affiliates and its suppliers.



COMPLIANCE AND GOVERNING LAW 7.1 AJ Technology Resources agrees to comply with all applicable federal/central, state and local laws, regulations and ordinances in providing the services under this Agreement, all relevant Labour Laws including but not limited to Minimum Wages Act, Provident Fund Act, ESI Act, etc., other applicable statutory enactments such as Shops and Establishment Act for all its office locations, Income Tax rules, Sales Tax rules, Service Tax Rules and VAT Tax rules. This Agreement shall be construed, interpreted and applied in accordance with the law of India.

7.2 8.0

BACKGROUND INVESTIGATIONS Company shall, at its discretion, conduct any background investigations, including but not limited to past employment, educational and criminal history, on candidates presented to company.



ADMINISTRATION OF THE AGREEMENT (Mohammed Younus) is hereby designated as AJ Technology Resources duly authorized representative for purposes of administration of this Agreement. It is understood and agreed that this person must make all requests for the company services hereunder in order for the services to qualify for payment. AJ Technology Resources may by written notice appoint another AJ Technology Resources representative for the foregoing purposes.


TERMINATION 10.1 Both the party can terminate this Agreement at any time for convenience by sending, via reputable overnight carrier, a written notice of termination to the other party at least 30 days in advance of the date for termination to the address stated at the end of this Agreement and all the payments should be paid before the termination by both the parties.


ARBITRATION Any dispute, controversy or claim that cannot be resolved by the parties arising out of or relating to this Agreement shall be settled by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be held in Bangalore, Karnataka, or in such other location as the parties may mutually agree upon. The arbitration will be conducted before a panel of three arbitrators, with one arbitrator named by each party and the third named by the two party-appointed arbitrators, or (if they should fail to agree on the third), as provided for under the aforesaid Act. The arbitrators may not award non-monetary or equitable relief of any sort. They shall have no power to award punitive damages or any other damages not measured by the prevailing party's actual damages. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrators may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests.


SEVERABLITY OF PROVISIONS In the event that any provision in this Agreement is determined to be legally invalid or unenforceable by any court of competent jurisdiction, and cannot be modified to be enforceable, the affected provision shall be stricken from the Agreement, and the remaining terms of the Agreement and its enforceability shall remain unaffected.



ENTIRE AGREEMENT This Agreement is the complete, final and exclusive agreement between AJ Technology Resources and ------ with respect to the referral of qualified candidates to company, and it supersedes all prior agreements and understandings with respect thereto.

AJ TECHNOLOGY RESOURCES Suite # 103, Above Reliance Fresh Almas Plaza, Near NMDC Masab Tank Hyderabad 500 028 India By: Mohammed Younus Title: Chairman Date: 11-6-13 By: Afsha Title: Business Development executive Date: 11-6-13



Details of AJ Technology Resources: Name of Firm: AJ TECHNOLOGY RESOURCES Name of Contact at Firm: Mohammed Younus Area of Firms specialty: IT/NON IT Consulting & Solutions Address: Suite#103, Above Reliance Fresh, Almas plaza, Near NMDC Masab Tank, Hyderabad-500028, Andhra Pradesh, India. Ph: +91-40-64601877,8686076497, website: