CONTRACTOR SERVICES AGREEMENT

THIS CONTRACTOR SERVICES AGREEMENT, referred herein as “Agreement”, made on this date

1/13/2022
________________ by and between Spar Information Systems, a Delaware based Corporation, referred herein as

the “Company‟, located at 5550 Granite Parkway, Suite 105# Plano, TX 75024 USA and

ELEPHANT INFO INC

___________________________________________________ referred herein as the “Contractor‟,

702 N OLIVETO DR MOUNTAIN HOUSE, CA 95391

located at__________________________________________________________________________________

87-3082413
_________________________________ with their Federal Tax ID # _________________________

INTRODUCTION

A. The Company is engaged in the business of providing data processing Consultants to companies or
individuals hereinafter referred to as the Company‟s Client(s).
B. The term “Client‟ here refers to Company‟s direct Client/s as well as any indirect Client’s or Client’s
Client/s including but not limited to the End-Client for whom the services will be performed.
C. The Company provides such services in part by contracting with others to perform such services for
one or more Client(s).
D. The Contractor is in the business of providing data processing Consultants to companies or
individuals.
E. The Contractor will take full legal responsibility for all its Consultants provided to Company &
Client(s) in terms of their legal work status in the United States.
F. The Company and the Contractor desire to enter into a relationship whereby the Company will
contract with the Contractor to provide data processing Consultants to one or more Client(s)
hereinafter named.
G. Upon execution of this Agreement all terms and conditions hereof shall remain in force during any
and all periods for which Contractor’s services are provided to the Company Client and for any other
periods thereafter as stated herein; and will be applicable to each Purchase Order (Schedule A)
independently as well as future purchase orders until the Agreement is terminated by either party as
per Section 5

NOW, THEREFORE, the parties agree as follows:

1. Project.

The Company receives temporary project orders from the Client(s) listed in the Purchase Order (Schedule A),
referred herein as the “Project(s)”. Upon request of the Company, the Contractor shall provide data processing
Consultants who possess the requisite training, skills and abilities and who shall be qualified to service the
“Project”. Schedule A hereto outlines the Consultants to be provided for the “Projects”.

5550 Granite Parkway, Suite 105#, Plano, TX 75024, USA

www.sparinfosys.com
2. Status as Independent Contractor

The Contractor hereby represents that it is an independent contractor and that the relationship between the
Company and the Contractor created by this “Agreement” is an independent contractor relationship.

(a) Status. The relationship of the parties is not that of principal and agent, or of joint ventures or of
partners, but is that of independent contractors. Neither party shall be deemed to be the legal representative of
the other. It is expressly agreed that this “Agreement” and the relationship between Company and Contractor
hereby established do not constitute a partnership, joint venture, agency or contract of employment between
them.

(b) Control. The Company is interested in providing only quality Consultants to its Client(s).
Contractor is obligated to provide quality service within industry standards. Contractor is responsible for
supplying data processing Consultants who are qualified to service the “Project”. Contractor is solely
responsible for the conduct of its Consultants, employees or agents during the performance of this
“Agreement”.

(c) Benefits. Neither the Contractor nor its Employees, Consultants or agents are entitled to the
benefits provided by the Company to its employees or by Client(s) to their employees, including but not
limited to Workmen‟s Compensation Insurance, Unemployment Insurance, and Health and Welfare Benefits.

3. Warranties and Representations.

The Contractor hereby warrants and represents to the Company as follows:

(a) General Liability/ Workers‟ Compensation Insurance. The Contractor has and maintains Workers‟
Compensation and General Liability Insurance as required by the laws of the state in which the
Contractor‟s performance of services will take place. This insurance protects the Contractor,
Company and its Client(s) from any and all claims arising from any actions of its
Employees/Consultants, Workmen‟s Compensation Act or similar claims including personal injury
and death. Contractor has and also maintains Unemployment insurance as required by the laws of the
state(s) where their Contractor‟s performance will take place. Contractor will ensure that Company is
added as additionally insured in its liability insurance policy; and if Contractor does not have
necessary insurance it will notify Company as well as obtain said insurance prior to its Consultant‟s
deployment on Company/Client‟s project.

(b) Other Insurance. Contractor has and maintains such other insurance as is necessary to protect the
Company and its Client(s) fully from any liability for claims that may arise out of or in connection
with the performance of this “Agreement”.

(c) Taxes. Contractor has made, and will continue to make, all necessary income and other tax
payments and withholdings, including, but not limited to, state and federal income, estimated income,
FICA, FUTA, SDI, state unemployment and other payroll-based or related taxes and insurance.

(d) Authority. Contractor is a corporation duly organized, validly existing and in good standing under
the laws of the state of its incorporation and is authorized to conduct business in the state(s) in which
its services are to be provided. Contractor has the corporate power and authority to deliver this
“Agreement” and to consummate the transactions contemplated hereby. The officer of the Contractor
signing this “Agreement” as an authorized signatory has the requisite authority to execute this
document on behalf of the Contractor.

5550 Granite Parkway, Suite 105#, Plano, TX 75024, USA

www.sparinfosys.com
(e) Trial Period In the event Client(s) is not satisfied with the services of Consultant during the first
two weeks (10 business days) from the actual start date & terminates the “Agreement”, the Contractor
shall not invoice or bill the Company for such services. This is deemed to be a trial period. However if the
Client(s) finds his work satisfactory, normal billing cycle from day one would continue.

(f) Contractor warrants providing only such Consultant/s who is W-2 employees of Contractor to
Company/Client(s). In the event the Company finds out that the said Consultant/s is not a W2
employee of the Contractor, the Company has the discretion to work directly with such Consultant
and/or the Consultant‟s employer for the residual duration of the Client(s)‟s project and any
extensions thereafter, in order to ensure continued services to its Client(s). Due to any cause,
Contractor is unable to ensure that Contractor‟s Consultant selected by Company Client(s) will join or
continue on the project assignment, in such event Company shall be permitted to employ such
Consultant directly or indirectly to preserve continuity of services to its Client. In no event shall
Contractor interfere with such hiring or transition, take any legal action against the Company and/or
its Client(s) or be eligible for any hiring fees.

4. Payment of Fees.

Fees for the Consultant’s work at the project will be paid as per the rate mentioned in the Purchase Order
(Schedule A), decided prior to the commencement of the „Project‟. Contractor shall bill the Company monthly
for which the Client(s) has authorized the time sheets of the Consultant. A copy of the authorized timesheets
shall accompany the correct invoice. Company agrees to remit payment to Contractor in forty-five (45) days
from receipt of undisputed invoice or within five (5) business days of receipt of payment from Company‟s
Client; whichever is later. Company shall have no obligation to make payment for invoices or service hours
submitted for approval more than ninety (90) days after the performance of the services. Contractor acknowledges
and agrees that it is entitled to compensation only for services and any applicable expenses to the extent
that Company has received payment from Client for the same; and any advance payment by Company to
Contractor for which it does not receive the corresponding payment from Client, will be refunded to Company or
set off against future dues to Contractor.

5. Termination.

The term of this Agreement is effective upon execution and will continue for a period of twelve (12) months,
or such earlier date upon which this Agreement may be terminated pursuant to this Section 5. Except as
otherwise provided herein, this Agreement shall expire at the completion of Contractor‟s services. Both parties
however agree that the Client(s) or Company may terminate this contract at any time with or without cause.
Contractor may voluntarily terminate work under Schedule A only in the event the Consultant of Contractor,
whose name appears on the Schedule A, is no longer employed/engaged, directly or indirectly, by Contractor.
Contractor shall provide to Company a minimum of two weeks‟ notice in the event of any such termination.

6. Confidentiality.

Contractor acknowledges that it may, in the course of performing its responsibilities under this “Agreement”,
be exposed to or acquires information, which is proprietary to or confidential to the Client(s) or its affiliated
companies or to third parties to which the Client(s) owes a duty of confidentiality. Any knowledge of any
information of any form obtained by Contractor or its Consultants in the performance of this “Agreement”
shall be deemed to be confidential and proprietary information. Contractor agrees to hold the confidential
information in strict confidence and not copy, reproduce, sell, assign, license, market, transfer or otherwise
dispose of, give or disclose such information to third parties or to use such information for any purposes
whatsoever other than the provision of services to the Client(s) and to advise each of its Consultants who may
be exposed to the Client‟s confidential information of their obligations to keep such information confidential.

5550 Granite Parkway, Suite 105#, Plano, TX 75024, USA

www.sparinfosys.com
7. Works for Hire.
Software and documentation for such software developed by the Contractor for the terms of this “Agreement” shall
be the sole and exclusive property of the Company, unless otherwise agreed to in writing by the parties. Software
and documentation for such software developed by the Contractor for Client(s) of the Company while
providing services under the terms of this “Agreement” shall be the sole and exclusive property of the
Company and/or the Client(s) of the Company as specified by the Company to the Contractor.

8. Professional Ethics.

Any Contractor discussion with Client(s) or Company‟s staff concerning employment and compensation with
Contractor is inappropriate and unethical and Contractor agrees that it shall not solicit for employment, either
directly or indirectly, personnel of Client(s) or Company during the contract period. The Company on the other
hand will also not hire on their W2, Contractor Consultant working on the project assignment during the
duration of the assignment. However the Company does not have the right nor any control on the Client(s) or
Client‟s Client in making an offer to the Contractor Consultant. The granting of this right to make an offer
does not obligate the Consultant to interview for, or accept an offer of employment with the Client or Client‟s
Client.

Contractor and it‟s Consultant also agrees not to solicit business or employment with active “Company
Client(s)” (where contract personnel have been assigned or introduced) during the contract period and for one
(1) full year after the end of the services provided by Contractor. Company shall be entitled to damages at law
as well as injunctive relief in the event that the Contractor violates any of the terms of this section. The
provisions of this Section shall remain in full force and effect and shall survive the termination of this
Agreement.

9. Indemnification.

Contractor assumes the entire responsibility and liability and hereby indemnifies and holds the Company, its
Client(s) and their respective agents, officers, employees harmless from and against any and all losses, claims,
liabilities, costs and expenses including taxes, penalties, interest, reasonable expenses of investigation and
attorneys' fees and disbursements (collectively “Damages”) resulting from the breach of the provisions of this
Agreement by the Contractor. Without limiting the generality of Contractor indemnification obligations,
Contractor shall defend, indemnify and hold Company and its Client(s) harmless for Damages arising from or
relating to (i) a claim by a third party that the services furnished by Contractor or its Personnel infringes or
violates patent, trademark, copyright, trade secret or similar intellectual property rights of a third party; (ii) any
obligation for which Contractor is responsible as employer or contractor of its Personnel including claims for
salary, benefits or compensation in any form; (iii) any gross negligence or willful misconduct by Contractor or
its Personnel; (iv) actions attributable to Contractor or its Personnel resulting in personal injury, death or
damage to property; (v) and any dispute Contractor may have with Client(s) arising out of, incident to, or in
connection with any act, negligent or otherwise of Contractor or its officers, agents or Personnel in
performance of this Agreement. In no event will Company be liable for indirect, incidental or consequential
damages even if Company has been advised of the possibility of such damages.

10. Miscellaneous Provisions.

(a). Assignment. The Contractor may not transfer or assign this “Agreement” or any of its rights or
obligation to any third party hereunder unless such transfer or assignments is agreed to in writing in advance
the Company. Notwithstanding the foregoing, the services to be performed by the Contractor may be
performed by any affiliate of Contractor.

5550 Granite Parkway, Suite 105#, Plano, TX 75024, USA

www.sparinfosys.com
(b). Payment of Salaries. Contractor represents warrants and covenants that it will timely pay all of its
personnel salaries in full and fully pay any and all payroll and withholding taxes due on said personnel. In the event
Contractor does not timely pay any of its personnel salaries in full, or does not timely and fully pay any and all
payroll or withholding taxes due on said personnel, Company may intervene and make restitution to those
personnel or the appropriate taxing authority. Company will keep all applicable revenue received from Client(s)
for each affected Contractor personnel should this situation occur. Company reserves the right to require
Contractor to, within 24 hours’ notice, produce proof of timely and complete payment of any and all of Contractor‟s
payroll and/or withholding tax obligations. Should Contractor fail to pay its personnel in a timely manner resulting
in the termination of such individual's (s') relationship with Contractor, then Company shall
be permitted to engage such personnel.
Contractor or Contractor‟s Consultant shall not under any circumstance discuss with Company‟s Client(s)
about the rates, pay or payment terms, contract terms or issues arising from the agreement between Company
& Contractor. Contractor shall also ensure that Contractor‟s Consultant shall not discuss with Company‟s
Client(s) regarding any dissatisfaction with Contractor‟s payments to the “Consultant”. Any breach of this
clause will result in Company seeking liquidated damages to restrain such an act.

(c). Record Retention. Contractor agrees to maintain all accounting records in accordance with generally
accepted accounting principles necessary to disclose the basis for any charges or expenses billed to Company
under this Agreement upon reconciliation of books at a later date. Contractor shall retain such records for a
period of three (3) years after the termination or expiration of this Agreement and any excess amounts paid to
Contractor in error during the assignment period will be returned immediately upon detection during
reconciliation of accounting books by auditors within this 3-year period.

(d) Immigration Laws - Contractor represents, warrants and covenants that it will comply with the
statutes, rules and regulations of US laws of land concerning the provision and employment of workers
pursuant to the "Contractor Services Agreement", including applicable requirements for the completion of I-9
forms.

Contractor agrees to maintain and if necessary provide upon request to the Company, a copy of the
Consultant's I-9 form completed and signed by both Consultant and representing authority from Contractor,
along with a minimum of 2 supporting evidences of identity and employment eligibility. This information will
be used by Company as a record of their basis for determining eligibility of the Consultant to legally work in
the United States; and to preclude the unlawful hiring, or recruiting or referring for a fee, of aliens who are not
authorized to work in the United States. Company is not liable for any consequential damages arising out of,
incident to, or in connection with violation of United States immigration laws by the Contractor and/or the
Contractor‟s “Consultant”

(e) Modification. No modification of this “Agreement” shall be valid unless agreed in writing and
signed by the Company & the Contractor.

(f) Severability. If any provision of this Agreement is held by a court of law to be illegal, invalid or
unenforceable, (i) that provision shall be deemed amended to achieve as nearly as possible the same economic
effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of
this Agreement shall not be affected or impaired thereby.

(g) Survival of Covenants. Upon expiration or termination of this Agreement for any reason, the
provisions contained in Sections 4 („Payment of fees‟), 6 („Confidentiality‟), 7 („Works for Hire‟), 8
(„Professional Ethics‟), 9 („Indemnification‟), and 10 („Miscellaneous Provisions‟) including all sub-points
hereof shall survive for a duration of five (5) years from date of termination of this Agreement, and both
parties responsibilities shall remain in full force and effect.

5550 Granite Parkway, Suite 105#, Plano, TX 75024, USA

www.sparinfosys.com
(h) Remedies. In the event of a breach of any clause in this agreement, the Contractor agrees that the
Company will be irreparably harmed entitling the Company to injunctive relief as well as liquidated damages;
as well as the Contractor shall pay to the Company the reasonable attorney‟s fees and costs incurred by the
Company in connection with such litigation if a court determines that the Contractor has breached this
Agreement.

(i) Applicable Law. This “Agreement” shall be construed in accordance by the laws of the State of
Texas and governed by the ruling & jurisdiction of Texas courts (Collin County). Except for its choice of
law principles, regardless of where the work is performed, and any litigation, tortuous interference, filing
for injunction, or demand letter seeking liquidated, compensatory or punitive damages from the Company or
its Client/s shall be brought in the state or federal courts of the State of Texas (Collin County). Each
Party hereby irrevocably waives all rights to trial by jury in any legal proceeding arising out of or relating to the
Agreement

(j). Neutral Construction. The parties to this Agreement agree that it was negotiated fairly between them
at arm‟s length and that the final terms of this Agreement are the product of the parties‟ negotiations. Each
party warrants and represents that it has sought and received legal counsel of its own choosing with regard to
the contents of this Agreement and the rights and obligations affected hereby. The parties agree that this
Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this
Agreement shall not be construed against a party on the grounds that the party drafted or was more responsible
for drafting the provision(s).

IN WITNESS WHEREOF, the said parties execute this “Agreement”

Spar Information Systems (Company) ELEPHANT INFO INC

___________________________ (Contractor)

_________________________ ___________________________
Authorized Signatory Authorized Signatory

Sudheer Reddy
___________________________
Name Name

HR - Executive
___________________________
Title Title

1/13/2022
___________________________
__________________________
Date Date:

5550 Granite Parkway, Suite 105#, Plano, TX 75024, USA

www.sparinfosys.com