CONSULTANCY AGREEMENT

THIS CONSULTANCY AGREEMENT (this "Agreement") made on ……th day of

Ma.

BETWEEN

M/s. RS ASSOCIATES, a Proprietary Firm, having its Registered Office at 189, Bajaj
Nagar, Nagpur Represented through its Authorised Signatory Mr. Prafulla S. Paradkar
(hereinafter referred to as the "Service Provider “which expression shall, unless repugnant
to the context or meaning thereof, be deemed to mean and include its successors and
permitted assigns) of the ONE PART;
AND

M/s. .….…......................, a company within the meaning of the Companies Act, 1956 and
licensed as a Company and having its Registered and Corporate office at ..............
…................................., represented through its Partner / Authorised Signatory Mr.
…………………………… (“Company”, which expression shall, unless it be repugnant to
the subject or context thereof, include its successors and permitted assigns) of the OTHER
PART.

The Parities to this Agreement are hereinafter individually referred to as a "Party" and
collectively as "Parties".

WHEREAS:
(A) Company is in the business of Infrastructure co and related services and is desirous of
availing certain specialised services with a view to streamlining its operations and thereby
providing fast, prompt and efficient services;

(B) The ‘Service Provider’ has represented to Company that the Service Provider has the
necessary expertise and financial resources to provide such services to Company.

(C) Company, relying on the representations and warranties of the Service Provider as set out
in this Agreement, has agreed to avail the services of the Service Provider and the Service
Provider has agreed to provide services to Company, more particularly described in Schedule
I hereto to this Agreement on the terms and conditions appearing hereinafter, and

(D) The Parties are desirous of setting forth the terms and conditions, representations,
warranties, covenants and principles relating to the provision of services by the ‘Service
Provider’ to Company.

IT IS HEREBY FURTHER AGREED BETWEEN THE PARTIES THAT,

1. SERVICES:
1.1 Service Provider shall provide the following services (hereinafter referred to as
‘Services’) to Company.

1.2 The detailed Scope of Services is as detailed in Schedule – I attached hereto.

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2. FEES:
The aforesaid amount of Fees shall be paid in the manner given below;

2.1 For Services rendered, Company shall pay such fees as is mutually agreed between the
Parties (‘Fees’). The Company shall pay registration charges which includes conveyance
charges, initial Liaisoning Rs.5,00,000/-(Five lacks rupees only) depending upon mutual
agreement and same shall be non-refundable to the Company.

2.2 It is specifically agreed that the total fees payable under this Agreement shall be 4% on
the total awarded value of the Project. The Company shall pay the total amount in two equal
stages as agreed from the total consideration. First agreed party payment shall be paid on
receiving the work order. Second agreed party payment shall be paid by the Company on
mobilization of advance on the project.

In case if the Service provider has provided services to the company and the company is
issued L1 from Govt. Dept and any LOI from Private Company, however the Company has
chosen not to bid for tender even in that event the Service provider shall be entitled to receive
total consideration mentioned in three stages of 2.1 & 2.2.

2.3 Any payments outstanding beyond a period of 30 days from due date shall carry an
interest of 24 % p.c.p.a. without prejudice to any other rights of the Service Provider. All
payments shall be net of present or future taxes, if any.

2.3All applicable taxes shall be borne by Company. Company shall be solely liable for the
payment of all central, state and local levies, taxes, duties, fines and penalties (including
without limitation service tax, sales taxes, value added taxes, excise duties and customs
duties, if any), by whatever name called, as may become due and payable in relation to the
Services.

2.4 Company agrees not to appoint any other person to act as a consultant/service provider in
addition to/substitution of the Service Provider without a written consent of the Service
Provider.

3. TERM:
This Agreement shall come into force with effect from …… th March 2020 and shall be
inforce and effect till Completion of the work assigned to the Service Provider.

4. TERMINATION:
4.1 Each Party shall be entitled without prejudice to any other accrued rights, to terminate
this Agreement forthwith:

(a) if the other Party commits a breach which is incapable of remedy or fails to remedy any
breach capable of remedy within fifteen (15) days of written notice by the other Party;

(b) if the other Party becomes insolvent or is wound up or commits an act of insolvency or
winding-up or enters into receivership or liquidation (or any equivalent thereof) whether
compulsory or voluntary, except liquidation for the purpose of reconstruction or
Amalgamation while solvent, by providing the other Party with fourteen (14) days written
notice.

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4.2 Without prejudice to the generality of the foregoing, either Party may terminate this
agreement without cause by giving the other Party a written notice of 30 days. However the
Company shall pay an amount against the service rendered to the Company as per stages
mentioned in the Clause 2.1.

4.3 All rights and obligations of each Party shall extinguish upon the termination of this
Agreement except those that have accrued prior to and until the termination of this
Agreement.

5. WARRANTIES AND REPRESENTATIONS:

Each Party represents to the other Party hereto that:

(a) Such Party is duly incorporated or organized with limited liability and existing under the
laws of the jurisdiction of its incorporation or organization; and

(b) The execution and delivery by such Party of this Agreement and the performance by such
Party of the transactions contemplated hereby have been duly authorized by all necessary
corporate or other action of such Party; and

(c) Assuming the due authorization, execution and delivery hereof by the other Party, this
Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against
such Party in accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally; and

(d) The execution, delivery and performance of this Agreement by such Party and the
consummation of the transactions contemplated hereby will not (i) violate any provision of
the organizational or governance documents of such Party, (ii) violate or conflict with any
contract that the warranting Party may have with any Person; (iii)conflict with or result in any
material breach or violation of any of the terms and conditions of, or constitute (or with
notice or lapse of time or both constitute) a default under, any instrument, contract or other
agreement to which such Party is a Party or by which such Party is bound, (iv) violate any
order, judgment or decree against, or binding upon, such Party or upon its respective
securities, properties or businesses, or (v) violate any Applicable Law.

6. INDEMNIFICATION:

6.1 Subject to compliance by a Party (the “Aggrieved Party”) with its obligations under this
Agreement, the other Party (“Defaulting Party”) shall indemnify the Aggrieved Party against
any liability, claim, damages, actions or proceedings(including, without prejudice to the
generality of the foregoing, all reasonable costs and expenses which the Aggrieved Party may
reasonably incur in defending any proceedings) which the Aggrieved Party may incur or
suffer by reason of any breach of the terms, provisions, sections, clauses, conditions and
stipulations of this Agreement by the Defaulting Party, or the actions, neglect or default of
the Defaulting Party, or any of its employees or agents in the performance of the Defaulting
Party’s obligations under this Agreement; or the proven infringement of the intellectual
property rights, confidential information and trade secrets of any third Party by the Defaulting
Party.

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6.2 The Defaulting Party’s liability to the Aggrieved Party under Clause 6.1 above and for
beach of any one or more of the terms and conditions of this Agreement shall be determined
by the arbitrators appointed pursuant to the provisions of this Agreement.

6.3 The responsibility or obligation to indemnify set forth in this Clause 6 shall survive the
termination of this Agreement.

7. CONFIDENTIALITY:
7.1 The Parties shall not at any time during or after the Term of this Agreement, divulge, or
allow to be divulged, to any person, any Confidential Information including, but not limited
to, any information relating to the accounts, finance, business or affairs, contractual
arrangement, products of the Parties.

7.2 Each Party undertakes that it shall not reveal, and shall use its reasonable efforts to ensure
that its directors, officers, managers, partners, members, employees, legal, financial and
Professional advisors and bankers (collectively, “Representatives”) who have access to the
Confidential Information do not reveal, to any third party any Confidential Information
Without the prior written consent of Company or the concerned Party, as the case may be.

7.3 The obligations of confidentiality shall not apply to:

(a) disclosure of Confidential Information that is or becomes generally available to the public
other than as a result of disclosure by or at the direction of a Party or any of its
representatives in violation of this Agreement;

(b) Disclosure by a Party to its Representatives provided such Representatives are bound by
similar confidentiality obligations; or

(c) disclosure, after giving prior notice to the other Parties to the extent practicable under the
circumstances and subject to any practicable arrangements to protect confidentiality, to the
extent required under the rules of any stock exchange or by Applicable Laws or governmental
regulations or generally accepted accounting principles applicable to any Party or judicial or
regulatory process or in connection with any judicial process regarding any legal action, suit
or proceeding arising out of or relating to this Agreement.

7.4 If a Party (“Disclosing Party”) breaches, or threatens to commit a breach of any of the
provisions of this Clause 7, the other Party (“Non Disclosing Party”) which is the proprietor
of the Confidential Information shall have the right and remedy to have such provisions
specifically enforced by any court or tribunal having jurisdiction, it being acknowledged and
agreed that any such breach or threatened breach will cause irreparable injury to such Non
Disclosing Party’s interests and that monetary damages may not provide an adequate remedy
to such Non Disclosing Party.

8. LIMITATION OF LIABILITY:

8.1 In no event shall either Party shall be liable for any indirect, special, collateral, loss of
profits, loss of good will, or other Consequential loss or damage suffered or incurred by the
other Party, even if advised about the possibility of the same.

8.2 Service Provider’s aggregate liability hereunder shall not exceed amounts paid hereunder
by the Company till such date of determination/termination/cessation of this Agreement.

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8.3 Company’s aggregate liability hereunder shall not exceed amounts payable hereunder by
the Company till such date of determination/termination/cessation of this Agreement.

8.3 No third party shall obtain any rights under this Agreement.

9. ENTIRE AGREEMENT:

This Agreement sets forth the entire understanding between the Parties and supersedes all
prior agreements, arrangements and understandings relating to the subject matter hereof
between the Parties.

10. NOTICES:
Any notices required to be served under the provisions of this Agreement shall be in writing
and shall be deemed to have been duly served if hand-delivered or sent by facsimile with
proof of transmission or within India by Registered AD, registered or recorded delivery or
outside India by registered airmail correctly addressed to the relevant Party's address as
specified in this Agreement as follows,

NAME: - PRAFULLA S. PARADKAR

ADDRESS: - 189,Bhagirathi apt., Bajaj Nagar, Nagpur
PHONE: -
Email id -

NAME: - M/s.
ADDRESS: -
PHONE NO.:- . Mobile No.
FAX NO. - --
Email id -  in , m
Website -

Notices given personally or by telegram or facsimile shall be deemed given on the date of
delivery or transmission, whereas notices given by mail shall be deemed given fourteen (14)
days after mailing, unless there exists any proof for earlier delivery.

11. FURTHER ACTS:

Each Party shall without any further consideration being required sign, execute and deliver
any document and shall perform any other act which may be necessary or desirable to give
full effect to this Agreement and each of the transactions contemplated under this Agreement.
Without limiting the generality of the foregoing, if any approval of any governmental
authority is required for any of the arrangements under this Agreement to be effected, each
Party will use all reasonable endeavors to obtain such approval.

12. AMENDMENT:
This Agreement shall not be modified, altered or amended in any manner what so ever except
by an agreement in writing signed by both Parties in which this Agreement is expressly
referred to.

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13. WAIVER:
The failure of a Party hereto to exercise or enforce any right under this Agreement shall not
be deemed to be a waiver thereof nor operate so as to bar the exercise or enforcement thereof
at any time or times thereafter.

14. ASSIGNMENT:
The right and obligations of the Parties under this Agreement cannot be assigned unless
mutually agreed in writing and signed by both Parties.

15. NON-SOLICITATION:
The Parties will not in any manner solicit, nor accept any business from sources nor their
affiliates, that are made available by the other Party to this Agreement at any time, nor in any
manner, without express written permission of the party who made the sources available.
Similarly further business links of sources will not be used for direct business. Such business,
if done with permission with the other Party’s source’s further ink will be taken as referral
business and full service fee as mutually agreed between Parties is to be paid to the party of
source.

16. SEVERABILITY:
The provisions of this Agreement are intended to be performed in accordance with and only
to the extent permitted by, all applicable requirements of Applicable Law. If any provision of
this Agreement or the application of the Agreement to any Party or circumstances shall, for
any reason and to any extent, be held invalid or unenforceable, neither the remainder of the
Agreement nor the application of the Agreement or such provision to any other Party or
circumstance or other instruments referred to in the Agreement or affected provision shall be
affected thereby but, rather, the same shall be enforced to the fullest extent permitted by
Applicable Law. In the event that any provisions of this Agreement, or the application
thereof, is held by any court of competent jurisdiction to be illegal or unenforceable, the
Parties shall attempt in good faith to agree upon an equitable adjustment in order to overcome
to the greatest extent possible the effect of such illegality or unenforceability.

17. COUNTERPARTS:

This Agreement may be executed in one or more counterparts, each of which shall be deemed
to be an original and all of which together shall constitute one and the same instrument.

18. FORCE MAJEURE:

To the extent that either Party’s performance of any of its obligations pursuant to this
Agreement is prevented, hindered or delayed, directly or indirectly, by a Force Majeure
Event, or such non-performance could not have been prevented by reasonable precautions,
then the non performing Party shall be excused from any further performance of those
obligations. The non-performing Party shall only be excused for so long as such Force
Majeure Event continues and such Party continues to use its best efforts to re-commence
performance whenever and to whatever extent possible without delay, including through the
use of alternate sources, work around plans or other means. The Party whose performance is
prevented, hindered or delayed by a Force Majeure Event shall immediately notify in writing
to the other Party of the occurrence of the Force Majeure Event and describe the Force
Majeure Event in reasonable detail. In the event the Force Majeure Event does not cease to

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exist for a period of [four (4) weeks], then Service Provider shall have the right to terminate
this Agreement hereof. In the event of such termination, no further Fee shall be payable by
Company, over and above the amount already paid to Service Provider prior to such Force
Majeure Event.

19. DISPUTE RESOLUTION:

19.1 This Agreement shall be governed by and construed exclusively in accordance with the
laws of India, without giving effect to its principles of conflict of laws. Subject to the
Arbitration clause appearing below, the Parties agree that the courts at Pune, India shall have
exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with
this Agreement. Exhaustion of remedy of arbitration is not a condition precedent for either
Party to bring in legal action for immediate injunctive remedy.

19.2 The Parties shall use their best efforts to amicably settle all disputes arising out of or in
connection with this Agreement in the following manner:

18.3 The Party raising the dispute (“Disputing Party”) shall address to the other Party(“Non-
Disputing Party”) a notice requesting for an amicable settlement of the dispute within a
period of ten (10) days of receipt of such notice.

19.4 The dispute shall be referred for negotiation and discussions between the Parties. The
dispute shall be resolved and the agreed course of action shall be documented within a period
of 30 (thirty) days.

19.5 Any dispute, controversy or claims arising out of or relating to this Agreement or the
breach, termination or invalidity thereof, between the Parties, which cannot be settled by
negotiation in the manner set out in sub- clause (a) above, may be resolved exclusively by
arbitration and such dispute may be submitted by either Party to arbitration within 30 (thirty)
days of the failure of negotiations.

19.6 The arbitration shall be held in Nagpur, India and conducted in accordance with the
Indian Arbitration and Conciliation Act, 1996.

19.7 Each Party shall be entitled to appoint one arbitrator each and the said two (2)arbitrators
shall then jointly appoint a third arbitrator and the arbitration shall be conducted by the said
panel of three arbitrators.

19.8 The arbitration proceedings shall be conducted in the English language.

19.9 The arbitration award shall be final, conclusive and binding upon the Parties and
judgment may be entered thereon, upon the application of either Party to a court of competent
jurisdiction.

19.10 Each Party shall bear the cost of preparing and presenting its case, and the cost of
arbitration, including fees and expenses of the arbitrators, shall be shared equally by the
Parties unless the award otherwise provides.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and
delivered as of the day and year first above written.

Signed and Delivered by Mr. Prafulla S. Paradkar,

Proprietor of M/s RS ASSOCIATES.
Through its authorized official in the presence of:

1) Signature :
Name :
Address :

2) Signature :
Name :
Address :

Signed and Delivered by Mr. …………………………,

........................ / Authorised signatory of
M/s. _____________.
Through its authorized official in the presence of:

1) Signature :
Name :
Address :

2) Signature :
Name :
Address :

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 SCHEDULE I

SCOPE OF SERVICE

1. Project Scope :
2. Location of Project:
3. Time Period of Project:
4. Type of Tender:
5. Rates Applicable:
6. Meetings Schedule:

7. As the part of Services listed herein below, the Service Provider shall ….....................
of Rs........... Crore and above. The Service Provider shall provide project directly
from Government or provide sub-contracts of the qualified company which has
Projects which is proposed to be undertaken in the area located in the State of
Maharashtra.

8. The Service Provider agrees to assist and advice Company on the various aspects of
the project and sub-contracts related thereto. The Service Provider shall assist in the
preparation and submission of bids in respect of the aforesaid project.

9. The Service Provider shall carry out surveys and conduct market studies to provide
necessary inputs to Company to make the quotations/bids of Company competitive.
The Service Provider shall endeavour to obtain any clarifications which would be
required from Government Authorities, Private Authorities in respect of the project,
as the case may be.

10. The Service Provider shall also undertake necessary liaison work as may be required
from time to time with the officials of the concerned departments. The Service
Provider shall, at all times work diligently to promote the interests of the Company.

11. Save and Except the representations and warranties stated in this Agreement, the
Service Provider makes no representations or warranties of any kind or nature with
regard to the business, financial viability of the project and sub-contracts related
thereto.

11A. The Service Provider shall be entitled for Registration, Conveyance and
Liaisoning Charging of Rs.5 lacks for the initiating the services before L1 and same
shall not be refundable to the company.

12. Service Provider shall be entitled for his Commission once Govt. authorities, private
company issues vendor code of the particular project taken up through the service

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 provider. It is also agree by and between the parties that the Company shall pay 4%
commission on all future projects taken up through the link of Service Provider.

12A. The Service Provider is engaged in providing the services mentioned in the
scope of Service annexed to the Principal Agreement however if the Company needs
any support apart from the one mentioned in the scope of Service then the Company
shall pay Rs. 5 lacks or more which is mutually agreed amount of fees for additional
support provided by the Service Provider.

13. The Service Provider shall not be liable or responsible post issuance of Work Order in
case if the company doesn’t get payment cleared from the Government Authorities,
Private Company or any other Authority.

14. The Company shall finalise the quote of the tender / contract etc. The Service
provider shall have no role in finalisation the quote.

15. The Company alone unconditionally agrees to honour the compliance of what so ever
as suggested by the Service Provider with the Govt. Authority and any other
authority, the service provider shall not be liable to for any compliance over and
above the Scope of service mentioned in the present agreement.

IN WITNESS WHEREOF, the Parties have caused this SOS to be duly executed and
delivered as of the day and year first above written.

Signed and Delivered by Mr. Prafulla S Paradkar,

Proprietor of M/s.PSP ASSOCIATES, Pune.
Through its authorized official in the presence of:

1) Signature :
Name :
Address :

2) Signature :
Name :
Address :

Signed and Delivered by Mr. …………………………..,

......................... / Authorised Signatory of
M/s.
Through its authorized official in the presence of:

1) Signature :
Name :
Address:
2) Signature:
Name :
Address :

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