THIS AGREEMENT is made the [ 2009

] day of [


(1) Oasis Infotech incorporated in India at First party”) and

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 (“The

(2)_____________________________ a limited Call Centre whose registered office is at [ .] ("the Call Centre").

(A) First party is authorized under the Communications Act 2003 to operate telecommunications systems in the USA. (B) First party is willing to provide, and the Call Centre wishes to receive, various services on the terms and conditions contained in this Agreement. The Call Centre wishes to resell the services, as principal, to its own customers. 1 Standard of Care The Call Centre shall 1.1 Perform the services for First party for the duration of the agreement, in a competent and professional manner, with reasonable skill and care, and in accordance with good industry
T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 Kolkata: 115 N.S.C Road. Pin: 700 148. Email:

standards 1.2 Keep detailed records of all actions taken by it in the performance of the services and shall make such records available to First party for inspection and/or provide such records.

2 Indemnities The Call Centre agrees to indemnify and keep indemnified First party from and against all costs, claims, demands, liabilities, expenses damages and losses arising out of and in connection with the Call Centre negligence, default or breach of these terms.

3.1 Interpretation

In this Agreement:

3.1.1 Unless the context otherwise requires: ”the Act" means the Communications Act 2003. "Agreement" means this document including any schedule hereto, as the same may by written agreement between the parties be varied amended or extended from time to time. "Business Day” means any day (other than a Saturday or a Sunday) on which clearing banks are open in New York for a full range of commercial banking transactions. "Commencement Agreement. Date" means the date of this

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 Kolkata: 115 N.S.C Road. Pin: 700 148. Email:

“Confidential Information” means all information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of each party (including, for the avoidance of any doubt, any information in relation to the First party) and which may be reasonably regarded as the confidential information of the disclosing party. "Customers" means persons contracting with the Call Centre, or persons which have contracted with such direct customers of the Call Centre, for services that are dependent upon a First party Service. “Operational Day” means 0000 to immediately before 2400 Monday to Friday excluding US Public and Bank Holidays. “Site” means a place at which First party agrees to provide a service. "System" means the telecommunications system which First party is authorized to run under the Act References to clauses or schedules are references to clauses of or schedules to this Agreement and references to paragraphs are to paragraphs in the relevant schedule. 3.1.2 References to persons will be construed so as to include any body corporate, unincorporated association, individual, firm, government, State or agency of the State, local or municipal authority or government body or any joint venture, association or partnership (whether or not having separate legal personality). 3.1.3 Words used in the singular only shall include the plural where appropriate and vice versa.
T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 Kolkata: 115 N.S.C Road. Pin: 700 148. Email:

3.1.4 The headings to the clauses of this Agreement and to the paragraphs of the schedules will not affect its construction. 3.1.5 References to the “parties” are to First party and the Call Centre collectively and any reference to a “party” shall be a reference to one of them. 3.1.6 A reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted. 3.1.7 Any reference to a “day” (including within the phrase “Business Day”) shall mean a period of 24 hours running from midnight to immediately before the following midnight. 3.1.8 References to times are to London time unless otherwise specified. 3.1.9 A reference to any US legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than United States of America be treated as a reference to any analogous term in that jurisdiction. 3.1.10 The singular includes the plural and vice versa and any gender includes any other gender. And 3.1.11 The words “other”, “include” and “including” do not connote limitation in any way. 3.2 The schedules form part of this Agreement and will have the same force and effect as if expressly set out in the body of this Agreement.
T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 Kolkata: 115 N.S.C Road. Pin: 700 148. Email:

3.3 If and to the extent that there is an inconsistency between the terms of any Schedule and this Agreement, the terms of the body of this Agreement shall prevail unless expressly stated otherwise. 4. Duration Subject to the provisions for earlier termination contained in this Agreement this Agreement will come into effect on the Commencement Date and will expire On completion of 1(One) years of period and terminated by either party giving to the other at least one calendar month’s notice in writing to expire at the end of the Initial Period or at the end of any calendar month thereafter. 5. Charges and Payments Payment will take the form of either cheque or bank transfer. Payment will be done for every 15 days The Call Centre shall be paid as amount of Rs.350 for 1000 Gmail id’s. 6. Suspension of Services 6.1 First party may (without prejudice to its other rights) suspend the provision of the First party in whole or in part, with immediate effect if:6.1.1 First party is obliged to comply with an order, instruction or request of Government, an emergency services organization, or other competent Administrative or regulatory authority, including YPAA. First party has reason to believe a First party is being used in a manner which would or might breach the
T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 Kolkata: 115 N.S.C Road. Pin: 700 148. Email:

provisions of any Clauses. The Call Centre is in breach of any of the material terms of this Agreement, or For operational reasons or in case of emergency. 7. Claw Backs First party reserves the right to claw back any commissions that have been made to the Call Centre. The reasons for these claw backs will be for excessive complaints or return calls to the central complaints department based in Texas, under the 14 day re-dressal policy. 8. Liability 8.1 Nothing in this Agreement shall exclude or restrict First party Service’s liability for death or personal injury resulting from the negligence of Access Staffing or its employees while acting in the course of their employment or for fraud. 8.3 First party shall not be liable to the Call Centre or any Customer in contract, tort or otherwise, including any liability for negligence, for any loss of revenue, business, time, opportunity, data, anticipated savings or profits or for any indirect or consequential loss howsoever arising. 8.4 Except as expressly set out in this Agreement, all conditions, warranties, terms, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise are hereby wholly excluded. 9. Notices 9.1 Any demand, notice or other communication given or made under or in connection with this Agreement by one party to the other will be in writing and will be delivered by the method referred to in clause 9.2
T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 Kolkata: 115 N.S.C Road. Pin: 700 148. Email:

unless otherwise specifically provided in the First party Handbook. 9.2 Any such demand, notice or other communication will be sent to the recipient at the address given in this Agreement, or to such other address as notified in writing from time to time, and will be deemed to have been duly given or made as follows:9.2.1 If sent by prepaid first class post, on the second Business Day after the date of posting.

If delivered by hand upon delivery, unless such delivery occurs on a day which is not a Business Day or after 4.00pm on a Business Day, in which case it will be deemed to have been given or made at 9.00am on the next Business Day, or

9.2.3 If sent by facsimile, on completion of transmission provided that where transmission occurs after 4.00pm on a Business Day or on a day which is not a Business Day, in which case it will be deemed to have been given or made at 9.00am on the next Business Day. 10. General 10.1 This Agreement represents the entire understanding between the parties and supersedes any and all other written recorded and oral communications between them. Both parties acknowledge that: Neither of them has been induced to enter

10.2 10.3

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 Kolkata: 115 N.S.C Road. Pin: 700 148. Email:

into this Agreement by any representations, warranty or other assurance not expressly incorporated into it; and 10.4 In connection with this Agreement both parties only rights and remedies in relation to any representation, warranty or other assurance are for breach of contract and that all other rights and remedies are excluded, except in the case of fraud.


This Agreement shall not be varied other than in writing, signed by the duly authorized representatives of First party and the Call Centre except where First party has the right under this Agreement to make variations subject to written notice.

10.6 Neither party shall not assign nor may otherwise deal with all or any of its rights nor obligations under this Agreement without the other party’s prior written consent, save that First party assign or otherwise deal with all or any of its rights and obligations under this Agreement to any third party.

The Call Centre and First party each agree not to use or refer to the name of the other party in any article, announcement or published literature without the express written consent of the other party. Other than in respect of the Call Centre’s obligations to pay the Charges, neitherparty


T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 Kolkata: 115 N.S.C Road. Pin: 700 148. Email:

shall be liable to the other for any breach of this Agreement or failure or delay to perform any obligation where such breach or failure or delay was the result of any act of God, insurrection or civil disorder, war or military operations, inclement weather, failure or shortage of power supplies, flood, drought, lightning or fire, national or local emergency, acts or omissions of government, highway authority or other government or regulatory authority, compliance with any statutory obligation, industrial disputes of any kind, the acts or omissions of network operators or any other cause beyond that party's reasonable control. 10.9 Nothing in this Agreement shall create a partnership or joint venture between the parties or constitute any party being the partner, agent or legal representative of theother.

10.10 Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion. 10.11 Each party undertakes to the other that it shall keep and shall procure that its directors, officers, employees, servants, agents and subcontractors (as appropriate) shall keep Confidential Information secret and confidential and shall only use Confidential Information in accordance with performing this Agreement and in particular not use, copy, adapt, alter or part with possession of, or disclose to any other third
T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 Kolkata: 115 N.S.C Road. Pin: 700 148. Email:

party any Confidential Information PROVIDED THAT:-

10.12 Nothing herein shall prevent the use or disclosure of any Confidential Information not treated by the other party as confidential or which does not properly belong to it; and 10.13 The party receiving such Confidential Information shall not be prevented from using or disclosing the same to the extent that it is in or comes into the public domain otherwise than through the default or negligence of the receiving party, or to the extent that its disclosure is required by law.

In the event that any provision of this Agreement is held to be void, illegalor unenforceable the relevant provision shall be deemed not to be or never to have been or formed a part of this Agreement and the remaining provision of this Agreement shall continue in full force and effect.

10.15 A person who is not party to this Agreement has no right under the Contract (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 Kolkata: 115 N.S.C Road. Pin: 700 148. Email:

10.16 This Agreement shall be governed, construed and take effect in all respects in accordance with US law. The parties irrevocably submit to the exclusive jurisdiction of the US courts for the purpose of hearing and determining any dispute arising out of or in connection with this Agreement save that the Call Centre shall not object to First party seeking enforcement of any resultant judgment in any court in any territory having jurisdiction over the Call Centre or its assets IN WITNESS WHEREOF, the undersigned, by their duly authorized representatives, have executed this Agreement on the date stated at the beginning of this Agreement. Signed by a duly authorized Signed by a duly authorized Representative for and behalf of Representative for and behalf of Oasis Infotech _______________________ Signature:_______________ Signature:_______________ Name: ________________ Name:_________________ Position: ________________ Position:_________________ Date:_________________ Date:__________________

T2\34, Industrial Estate, Balasore, Orissa, Pin- 756001 Kolkata: 115 N.S.C Road. Pin: 700 148. Email:


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