SUB-VENDOR AGREEMENT BETWEEN

M/s STUFPRO MANAGEMENT SOLUTIONS & M/s INNOVENTURE SERVICES

This Sub-Vendorship Agreement is made as of the 1st day of April, 2019 by Stufpro Management
Solutions (“Stufpro”), a proprietorship firm, having office at 118/7 Rishi Bankim Road, Birati, 24 pgs
(N), Pin 700051.
And
Innoventure Services (“Innoventure”), a partnership firm, having office at 99/F Haran Chandra
Banerjee Lane, Konnagar , Hooghly, Pin 712235.

Background
A. Stufpro has entered into an agreement (as it exists from time to time, the “Client Agreement”) to
provide data handling and management services to such Client of Stufpro as is identified in the Work
Order attached hereto (the “Client”)
B. Stufpro wishes to engage Innoventure as an independent agent to perform certain services including
data entry, image scanning and uploading, data analysis and etc., on behalf of Stufpro for the Client,
and Innoventure wishes to perform such services as an independent Agent to Stufpro, all on the terms
set forth in this Agreement and the Work Order.
Agreement
Accordingly, Stufpro and Innoventure agree as follows:
Article 1.
Use of this Agreement: The services to be performed under this Agreement will be defined through
several individual Work Permission Letters (WPLs), that are issued by Authority of Stufpro, on the
letterhead duly stamped and signed (along with a copy of the original Work Order of the Client of
Stufpro), from time to time and to be accepted by an Authorized Representative of Innoventure. The
same may be delivered by all or any of the following means:
(a) By registered speed post or Courier,
(b) By hand, through authorized representative,
(c) Through registered mail
This Agreement provides the basic terms which apply to all subsequent Work Permission Letters
(WPLs).

Article 2.
Services to be performed: Stufpro hereby retains Innoventure to perform services for Stufpro or its
Client as set forth in the Work Order attached with the WPLs and any additional Work Permission that
may be attached, if necessary in ancillary to the execution of the same job prior to the termination of
this agreement, and Innoventure agrees to perform such services utilizing own infrastructure,
manpower and expertise.

Article 3.
Basic Requirements:
3.1 Innoventure Services will provide with all necessary expertise, staff, infrastructure with easy
accessibility and communication and business facilities to work as a Sub-vendor of Stufpro
Manangement Solutions.
3.2 Innoventure Services will furnish a caution deposit of Rupees Thirty Five Thousands only (INR
35,000/-) with Stufpro Management Solutions, the same is to be refunded, subject to deduction of
maximum one-seventh of the amount, on termination of this agreement.
3.3 Innoventure will ensure the quality of work in accordance to the standards, as specified by Stufpro
and its Clients.

Article 4.
Compensation to Innoventure:
4.1 Rates: The relevant WPLs shall indicate the rate of work/compensation for Innoventure for the
services performed by Innoventure, which will be based on a specified rate in accordance to the rates
as set forth in the relevant Work Order or will be based on time and materials value, in accordance
with the rates set forth in the relevant Work Order.
4.2 Billing: Innoventure will raise the bill (on own letterhead, duly stamped and signed) within 12
hours of the completion and submission of work. Stufpro will pay Innoventure’s invoices, as rendered,
within 65 days after Stufpro’s receipt of those invoices and subject to approval of the Client.
4.3 Warranty of Service: If necessary, Stufpro shall introduce and present Innoventure’s technical
services personnel to client according to the qualifications, experience, and project requirements of the
client. It is within Stufpro’s discretion whether to propose such personnel to Client. The work to be
performed by the services personnel providing services under this Agreement shall be set forth by
Client and stated in a Work Order (or similar form). Innoventure will be compensated only for services
approved and paid for by Client.
4.4 Other Expenses. All expenses incurred towards carriage and conveyance will be borne by the
Innoventure itself. However, a part or full of such may be reimbursed by Stufpro, under sole discretion
and subject to approval from the Client for such expenses.

Article 5.
Records and Confidentiality
Records and accessibility: Innoventure shall maintain complete and accurate accounting records to
support and document all charges under the Contract Documents. Such records shall be retained for a
period of at least twelve (12) months, following completion of the services under the Contract
Documents. Any authorized representative of Stufpro shall have access to such records upon
 reasonable notice for purposes of audit during normal business hours, for so long as such records are
required to be maintained.
Confidentiality and Liability: Innoventure agrees that it shall maintain complete secrecy and
confidentiality of all data and information and not to misuse the same. It also indemnify and hold
Stufpro and Client harmless from any and all loss resulting from any negligence on behalf of
Innoventure or its employees and not to alternate any or whole of job procedure unless such act is
based on Stufpro or its Client’s written corporate plans, policies and procedures.

Article 6.
Term and Termination.
6.1 Effectiveness: Once executed by both parties, this Agreement shall be effective for a period of 12
months, ending 31st March 2019. The agreement may be renewed for a further period, upon mutual
consent of both the parties.
6.2 Notice of Termination: This Agreement may be terminated at any time by either party upon ten
(10) business days written notice, prior to the termination date; provided, however that Stufpro may
terminate upon shorter notice, or no notice, subject to any suitable and justifiable cause.
6.4 Effect of Termination: If this Agreement is terminated but one or more Work Permission remain
in effect and are not also completed, this Agreement shall remain in effect till the completion of specific
Work Permission. Upon termination, Stufpro shall pay Innoventure for all dues up to and including the
date of termination for which Innoventure has submitted an invoice and accepted by Stufpro. Under no
circumstances shall Stufpro be remain abstain from payment of accepted dues to Innoventure.
Article 7.
Governing Law: The Contract Documents shall be governed by and construed in all respects in
accordance with the Laws of the Government of India without regard to principles of conflicts of laws.
The parties agree to the exclusive jurisdiction of the Kolkata High Court, for any and all disputes arising
under the Contract Documents, subject to prior settlement mutually and by the Law of Arbitration.

To show their agreement to these terms, Stufpro and Innoventure, acting through their Authorized
Representatives, have signed and delivered this Agreement on the dates specified below but in each
case as of the date specified in the first sentence of this Agreement.

For STUFPRO MANAGEMENT SOLUTIONS For INNOVENTURE SERVICES

Status: Proprietor Status: Partner

Signature _____________________________ Signature _____________________________

Name: Name:

Date : __________________ Date : __________________

Witnessed by:

1. Name

2. Name
Filename: Sub-vendorship
Directory: C:\Users\Tenet\Desktop
Template: C:\Users\Tenet\AppData\Roaming\Microsoft\Templates\Normal.dotm
Title:
Subject:
Author: Tenet
Keywords:
Comments:
Creation Date: 3/28/2019 7:35:00 AM
Change Number: 20
Last Saved On: 3/28/2019 9:18:00 AM
Last Saved By: Tenet
Total Editing Time: 103 Minutes
Last Printed On: 3/28/2019 9:22:00 AM
As of Last Complete Printing
Number of Pages: 3
Number of Words: 1,105 (approx.)
Number of Characters: 6,301 (approx.)