AGREEMENT

THIS AGREEMENT made at Chennai, on the XX day of _MMMM 2022, between Company, a
Company incorporated under the Companies Act, 1956, represented by __Owner and having its
registered office at 4/293, Old Mahabalipuram Road, Perungudi, Chennai, Tamil Nadu – 600096
(hereinafter referred to as “Agency” which expression shall unless repugnant to the meaning or
context thereof shall be deemed to mean and include its successors and permitted assigns) of the
ONE PART;

AND

<Company Name>., a Company incorporated under the Companies Act, 1956, represented by
BHASKAR RAO R_and having its Registered Office at SDF II, Phase II, MEPZ, Tambaram,
Chennai – 600 045 (hereinafter referred to as "<COMPANY NAME>", which expression shall
unless repugnant to the meaning or context thereof shall be deemed to mean and include its
successors and permitted assigns) of the OTHER PART;

AND WHEREAS the parties to this Agreement deem it necessary, just and proper to protect the
business interests of <COMPANY NAME> and the Agency, and therefore have agreed to bind
themselves by way of the present Agreement, the terms and conditions whereof are set out herein
below: -

1. Requisitioning of Resources

1.1 Upon receipt of the requisition from <COMPANY NAME>, the Agency shall send
across to <COMPANY NAME> resumes of prospective candidates. <COMPANY
NAME> shall shortlist desirable candidates and intimate the Agency.
1.2 The shortlisted candidate(s) will then be called for a formal interview by <COMPANY
NAME>.
1.3 The interview will be conducted either by <COMPANY NAME>’s Client or
<COMPANY NAME> or both at either <COMPANY NAME>’s premises or its client’s
premises.
1.4 The Agency will then be informed of the list of selected candidates.

2. Fee

The compensation payable to the Agency for the candidates selected through the resumes
forwarded by the Agency will be as follows:

The fee will be a standard rate of 8.33 % on the Fixed Compensation offered by
<COMPANY NAME> to the candidate. The rate applies to all levels of hire .

In addition to the above Fee <COMPANY NAME> is liable to pay all the applicable
taxes, as prevailing from time to time except for the taxes that arises on the income
earned by the Agency <COMPANY NAME> and the agency will agree upon the
percentage on a case to case basis, which will be used for Invoice processing and
payments.

1
 The payment will be processed after 60 days and paid on or before 90days, from the date
of joining of a candidate.

Replacement

2.1 If the short-listed candidate, within three months of his joining <COMPANY NAME>,
resigns from the services of <COMPANY NAME>, then <COMPANY NAME> can
demand the agency for a free replacement within two week’s time. The placement fee
paid by <COMPANY NAME> will be adjusted against future or existing payments if the
agency fails to provide a suitable replacement within 2 week’s time

2.2 If the candidates fail to comply with the selection / post recruitment procedures such as
submission of necessary documents, reference / employment checks, then <COMPANY
NAME> can demand the agency for a free replacement.

Duplication

2.3 In case of submissions from multiple vendors, <COMPANY NAME> has the right to
select the Vendor whose rates are best suited.
2.4 <COMPANY NAME> will not consider resumes submitted by the Agency, which are
already in possession of <COMPANY NAME>.
2.5 If Agency introduces any candidate(s) to <COMPANY NAME> then the introduced
candidate(s) will be live for a period of six months even if a candidate is kept on hold or
rejected by <COMPANY NAME>. If such a candidate(s) is hired by <COMPANY
NAME> or its successors and permitted assigns within a period of six months from the
date of introduction of such a candidate(s) then <COMPANY NAME> will inform and
pay the agreed consulting fee to Agency. If any candidate introduced by Agency is again
introduced by any other consultancy within a period of six months, it will be considered
as a candidate introduced by Agency only

3. Confidential and Proprietary Information

3.1 The Agency acknowledges and understands that its relationship with <COMPANY
NAME> is one of high trust and confidence, in that, in the course of its fulfilling its
obligations under this Agreement, The Agency will not disclose any confidential and
proprietary information to any third party or use the same for any purpose unrelated to
the provision of services by the Agency to <COMPANY NAME> under this Agreement.

3.2 Any and all materials furnished to the Agency by <COMPANY NAME>/its clients
(clients being third parties to whom <COMPANY NAME> is rendering services under
this agreement) or relating to the business of <COMPANY NAME> shall be the sole and
exclusive property of <COMPANY NAME> and shall be returned to <COMPANY
NAME> at the conclusion of the term of the agreement or upon termination of the
agreement, whichever occurs first.

3.3 Agency: (i) acknowledges that during the Term of this Agreement, Agency or its
employees (the “Receiving Party”) may become privy to, or be involved in the creation
of, information of a confidential or proprietary nature which <COMPANY NAME>, its
clients, agents, contractors or vendors (a “Protected Party”) consider to constitute
confidential information; (ii) agrees that the receiving party, using utmost care, shall hold
all
2
 confidential information in trust for protected party, shall not disclose any confidential
information to any person, or use any confidential information other than for purposes of
performing its obligations under this Agreement; and (iii) agrees that the receiving party
shall employ all reasonable measures to protect the confidential information from
unauthorized or inadvertent disclosure, including measures no less protective than those
measures that the Receiving Party employs to protect its own information of a like nature.

3.4 “Confidential Information” means: (i) any information, whether written or oral, which
relates to internal controls, computer or data processing programs, algorithms, electronic
data processing applications, routines, subroutines, techniques or systems, or information
concerning the business or financial affairs or methods of operation or proposed methods
of operation, accounts, transactions, proposed transactions, security procedures, trade
secrets, know-how, or inventions of either the Protected Party, any Affiliate of the
Protected Party, or any client, agent, contractor or vendor of the Protected Party or any of
its Affiliates and (ii) the identities and other related information of clients of either
Protected Party or any of its Affiliates, except Confidential Information does not include
information that (a) is in the public domain at the time of its disclosure to the Receiving
Party or thereafter enters the public domain other than as a result of a breach of duty on
the part of the Receiving Party or its personnel, (b) the Receiving Party can prove that it
obtained independently not under any obligation of confidentiality to the Protected Party
or (c) is required to be disclosed by the Receiving Party by order of a court of competent
jurisdiction, administrative agency or governmental body, or by any law, rule or
regulation, or by subpoena, or any other administrative or legal process; provided,
however, that the Receiving Party shall have first given prompt written notice of such
requirement to the Protected Party and cooperates with the Protected Party to restrict such
disclosure and/or obtain confidential treatment thereof.

3.5 At all times during the term, Agency shall, and shall cause its employees to, abide by all
applicable <COMPANY NAME> security rules, policies, standards, guidelines, and
procedures and such manuals/policies may be updated or replaced from time to time.
Agency agrees that before any of its employees are given access to such Confidential
Information; each such employee(s) shall agree to be bound by the terms of this
Agreement and such rules, policies, standards, guidelines, and procedures. However, all
the applicable <COMPANY NAME> security rules, policies, standards, guidelines and
procedures shall be provided to the Agency at the time of entering into this Agreement.

3.6 Notwithstanding the return of Confidential Information in the event the Agreement
terminates or expires, each Receiving Party shall continue to hold in confidence all
Confidential Information belonging to the Protected Party, which obligation shall survive
any expiration or termination of this Agreement.

4. Staffing, Non-Solicitation

4.1 Once <COMPANY NAME> shortlists a candidate, Agency shall not reassign that
candidate to any other customer of the agency without <COMPANY NAME>’s written
consent.

4.2 Agency further agrees that it will not, directly or indirectly, solicit <COMPANY NAME>
employees or <COMPANY NAME>’s clients’ employees for employment, employment
placements or consulting positions outside <COMPANY NAME> during the term of this
Agreement.

3
4.3 Business Loss:

4.3.1 Agency shall take complete responsibility to ensure that the shortlisted candidates join
<COMPANY NAME> on the agreed date as dictated in the offer letter. Agency shall also
take the responsibility to have an appropriate back-up to avoid such crisis situation
arising due to non-availability of the shortlisted candidate.

4.4 Independent Contractor

The services to be provided by the Agency shall be on a non-exclusive basis. The

relationship of <COMPANY NAME> and Agency in the performance of this Agreement
shall be that of an independent contractor. Nothing in this Agreement shall be construed
as creating a partnership between the parties or as constituting either party as the agent of
the other party for any purpose whatsoever and neither party shall have the authority or
power to bind the other party or to contract in the name of or create a liability against the
other party in any way or for any purpose.

5. Termination

5.1 <COMPANY NAME> shall be entitled to terminate this Agreement without cause after
giving fifteen (15) days prior notice in writing to the Agency.

5.2 Either party may terminate this Agreement in writing upon the Agency committing any
breach or non-observance of any of the conditions of this Agreement including but not
limited to (1) perpetration of an intentional and knowing fraud by Agency or any of its
employees against or adversely affecting <COMPANY NAME>, (2) any action or
conduct by Agency or any of its employees in any manner which would reasonably be
expected to harm the reputation or goodwill of <COMPANY NAME>, (3) the Agency’s
failure to perform the Services contemplated hereunder to the satisfaction of
<COMPANY NAME>. However, before such termination the aggrieved party shall issue
a fifteen (15) days written notice calling upon the defaulting party to remedy the breach
and in the event such breach is not cured by the breaching Party within the stipulated
period, this Agreement shall stand terminated at the end of the said period.

5.3 Termination of this Agreement for whatever reason shall not prejudice any right that may
have accrued to either Party, before the effective date of termination or upon termination.

6. Assignment and Transfer

6.1 Agency’s rights and obligations under this Agreement may not be sold, transferred,
assigned, pledged or hypothecated by Agency to any third party without prior written
consent of <COMPANY NAME>, and any such purported sale, transfer, assignment,
pledge, or hypothecation in violation of the above shall be void.

7. Entire Agreement

7.1 This Agreement sets forth the entire understanding between the parties as to the subject
matter of this Agreement and merges and supersedes all prior agreements, commitments,
representations, writings and discussions between the parties with respect to that subject

4
 matter. This Agreement may be altered, modified, supplemented or changed only by a
written instrument signed by both parties hereto.

8 Indemnity

The Agency shall defend, indemnify and hold harmless <COMPANY NAME> for any of
the losses or damages suffered by <COMPANY NAME> owing to any of the acts or
omission committed by the Agency

9. Use of Name

Agency shall not furnish the name, trademark or proprietary indicia of <Company
Name>, or any of its subsidiaries or affiliates thereof as a reference, or utilize the
name, trademark or proprietary indicia of <COMPANY NAME> or any subsidiaries
or affiliates thereof in any advertising or promotional materials, or otherwise,
without the prior written consent of <COMPANY NAME> or the subsidiary or
affiliate whose name or mark Agency desires to furnish or utilize.

10. Waiver

The failure of either party at any time to require performance by the other party of any
provision hereunder will in no way affect the right of that party thereafter to enforce the
same, nor will it affect any other party’s right to enforce the same, or to enforce any of
the other provisions in this Agreement; nor will the waiver by either party of the breach
of any provision hereof be taken or held to be a waiver of any prior or subsequent breach
of such provision or as a waiver of the provision itself.

11 Survival

11.1 Rights and obligations, which have accrued at the time of termination or expiry of this
Agreement shall survive even after the termination or expiry of this Agreement and any
provisions hereof, which, by their nature are intended to survive this Agreement, will so
survive.

12. Governing Law:

This Agreement and any dispute arising from the relationship between the parties to this
Agreement, shall be governed and determined by Indian law, without reference to the
conflict-of-laws principles thereunder. Any dispute that arises under or relates to this
agreement shall be resolved by arbitration. Any such dispute shall be resolved by a
neutral arbitrator, rather than through a lawsuit, with the neutral arbitrator appointed by
the company and the arbitration conducted pursuant to the rules of the Indian Arbitration
Act. However, the Company reserves the right to seek injunctive relief if injunctive relief
is necessary in the Superior Court of the State of Tamil Nadu, in and for the city of
Chennai, and the parties expressly waive any right they may otherwise have to cause any
such action or proceeding to be brought or tried elsewhere.