Whereas the company is engaged in providing business consultancy

services.
(hereinafter referred to as Projects)
WHEREAS the Partner has approached the Company for projects to carry out
its business.
WHEREAS the Company has represented to the Partner, that it has the
expertise and contacts to meet the requirements of the Partner.
WHEREAS the Partner is also willing to avail Advisory Services of the
Company.
AND WHERE AS the Partner on registering in the Portal of the Company, has
agreed to abide by the terms and conditions as detailed herein below.

NOW IT IS HEREBY AGREED AS FOLLOWS:
1. The Partner has requested for the Bronze Level Partner services
(hereinafter referred to as “Services”) membership from the
Company.
2. The Partner has also requested for the Advisory Services from the
Company.
3. In consideration of the Partner paying the Company, a registration fees
for Services, the Company shall provide the Services as per the
Annexure A and in accordance with the terms and conditions of this
Agreement.
4. The registration fees is ……………/- (…………………..Only), exclusive of
applicable taxes, which shall be borne by the Partner.
1.3

In case of any imposition of tax, duties, etc., due to change in law shall be
borne by the Partner.

1.5

All payments shall be made in AUD and shall be payable to “EMN Pty
Ltd.”

1.7

The Company shall commence its Services, subject to the realisation of
the payment made by the Partner.

The registration fees paid is refundable in case the Company is unable to
provide project to the Partner.

2. DELIVERY
2.1

The Company shall commence its Services, upon payment of the
registration fee and subject to its realisation. The Company shall facilitate
the Partner with a project within 3 months from the date of the
commencement of Services, failing which, the registrations fees shall be
refundable as stated in sub-clause 7 of clause 1.

LIABILITY In case the Partner fails to perform his/her/its duties and obligations.1 Any delay or failure in the performance of any duties or obligations of either Party will not be considered a breach of this Agreement if such delay or failure is caused by Force Majeure in the event Force Majeure continues for more than 30 days. incidental. to notify the other party of the circumstances causing the delay and to resume performance as soon as reasonably possible. TERM & TERMINATION 8. the registration fees paid by the Partner shall not be refunded by the Company.1 The Company shall not be liable for any loss or damage in respect of any claim arising out of or in connection with this Agreement. FORCE MAJEURE 9. punitive. INDEMNITY 7. 6.5 In case the Agreement is terminated as per clause 8. date of this Agreement. under the circumstances. 8. 8.3 Either party can terminate this Agreement before the commencement of the Services. 8. 8. . In case the Partner terminates the Agreement. special and/or consequential losses.  government restrictions. The Partner hereby agrees that. and any inefficiency therein.2 Force Majeure means / includes:  war (declared or undeclared). the Partner shall be entitled for a refund of the registration fees. or in accordance with this clause 8.4 At no point in time.3. the Company shall not be liable either to the Partner or to any third party in any manner whatsoever.4. with a prior written notice of 15 days. 9. STATUTORY COMPLIANCE The Partner shall comply with all statutory requirements including labour law compliances as per applicable law. 7. the Company shall not be liable to any indirect. provided that such Party uses reasonable efforts. the Partner shall be entitled to terminate this Agreement after the commencement of the Services by the Company. 9.1 This Agreement shall be effective from the Effective Date. 8.2 Subject to the clause This Agreement shall be valid till the termination by either party.

provided that wherever possible. tsunamis and naturally caused fire).  after disclosure becomes available to the public by publication other than by breach of this Agreement. or  Disclose any of that information to any third party unless required by law (or contractual obligation). to its legal or financial advisers or with the prior written consent of the Company. will be confidential information and proprietary to the Company. or  epidemics or disease or such other event which is not within the reasonable control of a party. then the following provisions shall apply. epidemics. 11. or with which the Partner may come into contact or which may be generated under this Agreement. military or usurped power or civil war. strikes. other than in the performance of the Partner’s obligations under this Agreement. earthquakes.2 The contractual relationship between Client and the Supplier shall be governed by the laws of India/Singapore (To be changed accordingly) 11.  is subsequently obtained lawfully from a third party who has obtained the information through no fault of the Supplier and with no liability for disclosure and is without any obligation to obey confidentiality.3 For the purposes of this clause.  if the Partner can demonstrate the information was known to it at or prior to the time of receipt.  is disclosed by the Client obey confidentiality. GOVERNING LAW 11. confidential information will not include information that:  at the time of disclosure was available to the public without breach of a confidentiality obligation. to a third party without an obligation to 11.1 If the Parties are unable to resolve the dispute amicably within thirty (30) days of a joint meeting or such other length of time that the Parties agree. then.1 The Partner recognizes that certain information provided by the Company. revolution.  riot. commotion or civil disorder. the Client's legal counsel is consulted prior to disclosure. rebellion. either Party may submit such dispute to arbitration in accordance with the provisions .3 If the Parties are unable to resolve the dispute within thirty (30) days of a meeting involving the Parties’ senior representatives. either directly or indirectly. insurrection. sabotage. 10. 10. 10.  acts of God (including floods. typhoons. labour disputes.2 The Partner agrees that he shall not:  use such information. CONFIDENTIALITY 10. or  is required to be disclosed by a government agency or by operation of law. injunctions.

without the prior written consent of the other party. Each of the parties shall be entitled to appoint one arbitrator with the third arbitrator to be elected by the two arbitrators appointed by the parties. Cost of the arbitration shall be determined by the final award. shall not be transferred or assigned. This Term Sheet shall Principal basis. variations. 12. who shall serve as the chairman of the tribunal. or agency of any kind. 15. amendment or modification is in writing and signed by authorized signatories of both the Parties. the Parties to this Term Sheet have caused their duly authorised representatives to execute and enter into this Term Sheet. The arbitration tribunal shall be held in India/Singapore (to be changed accordingly) and shall consist of three arbitrators. amended. The arbitral proceedings shall be conducted in English. Judgment upon the award may be entered in any court of competent jurisdiction for execution. such invalidity shall not affect the other provisions of this Term Sheet. RELATIONSHIP OF THE PARTIES The relationship construed as an partnership. 14. Ltd. The arbitration award will be final and binding upon both parties. or modified by either party. If any provision of this Term Sheet is invalid under applicable law. Space Matrix Design Consultants ------------------------------------- --------------------------------------- By: By: Title: Title: Date: Date: . IN WITNESS WHEREOF. 13. joint be on Principal to between the Supplier and the Client shall not be employment relationship and shall not constitute a venture. MODIFICATION Any amendments. unless such waiver. modifications and/or alterations shall be made in writing and duly executed by the duly authorized signatories of both the Parties. or any subsequent enactment or amendment thereof. by either party to a third party. WAIVER & SEVER ABILITY This Term Sheet represents the complete and final understanding between the Supplier and the Client with respect to the subject matter hereof and may not be waived. ASSIGNMENT This Term Sheet or any of the rights and obligations arising hereunder. ………………… Pte. either wholly or partly.of the ……………….

ANNEXURE A LIST OF GOODS TO BE SUPPLIED .