INSTALLATION & COMMISSIONING AGREEMENT

This Installation & Commissioning Agreement (the "Agreement") is made and entered
into at Hyderabad on this ____th day of November, 2021 (“the effective date”).
By and Between;
Wellstark Energy Pvt Ltd., having its registered office at A-49, Ashirwad Building,
Street 3, Lane, 3, Indian Airlines Colony Rd, Prakash Nagar, Begumpet, Hyderabad,
Telangana 500003, herein after known as “Wellstark”;
And
_____________________, having its registered office at
___________________________________, hereinafter known as “Company”.
WHEREAS
A. Wellstark is engaged in the Engineering, Procurement & Commissioning work
in the field of Solar Energy.
B. Company is engaged in the business of Commissioning and installation work.
C. Wellstark wishes to engage the Company for providing Commissioning and
installation work in it’s project site at ____________________.
D. In consideration of mutual promises and agreement between the parties hereto,
the parties have agreed to enter into this agreement to govern the terms and
conditions of their association.
Wellstark and Company are individually referred as Party and collectively as Parties.
NOW THEREFORE IT IS HEREBY AGREED BY AND AMONGST THE
PARTIES AS UNDER:

1. Engagement of Company:
Wellstark hereby engages the Company to provide the services which includes
but are not limited to commissioning and installation in its project site subject
to all of the terms and conditions of this Agreement. The Company hereby
accepts such engagement and agrees to make itself available and to render the
services under this Agreement in a professional, high-quality, and timely
manner. Company agrees to provide materials and services, as reasonably
requested during the term of this Agreement (as hereinafter defined) and for as
long as this agreement is not terminated in writing.

2. Responsibilities of the parties:

 a. All the materials that shall be used for setting up of solar projects will be
supplied and provided by the Wellstark.

b. The Company shall be responsible for suppling civil materials required

for commissioning and installation of Solar Projects at the site.

c. The Company shall be responsible for suppling and arranging all the
tools and equipment required for commissioning and installation of
Solar Projects at the site.

d. The Company agrees to entire commissioning and installation of Solar

Project shall be completed on or before ____/ ____/ 2021. The
Company agrees to compensate and pay for all the loss faced by the
Wellstark due to delay in completion of work by the Company.

e. _________________________________________________________

3. LIMITATION OF LIABILITY:

IN NO EVENT WILL WELLSTARK BE LIABLE FOR ANY SPECIAL,

INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES NOR FOR
LOSS OF PROFITS OR REVENUE, COST OF CAPITAL OR DOWNTIME
COSTS, NOR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES,
ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR
COLLATERAL TO, OR DIRECTLY OR INDIRECTLY RELATED TO OR
IN ANY WAY CONNECTED WITH, THE SUBJECT MATTER OF THE
AGREEMENT, WHETHER SUCH DAMAGES ARE BASED ON
CONTRACT, TORT, STATUTE, IMPLIED DUTIES OR OBLIGATIONS,
OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THE COMPANY SHALL BE SOLELY
RESPONSIBLE FOR THE LIFE AND LIABILITY OF ITS EMPLOYEE
AND WELLSTARK SHALL NEVER BE RESOPNSIBLE FOR ANY
ACCIDENT OR UNFORSEEN EVENT HAPPENING TO THE
EMPLOYEES OF THE COMPANY.

4. Payment terms:

a. The credit period shall be of ___ days from the date of receipt of invoices.
b. The Wellstark shall be at liberty to review to work of the Company based
on Company’s Invoices and the payment shall be made post review.
 5. Confidentiality:
a. Confidential Information. For purposes of this Agreement, “Confidential
Information” shall mean information or material proprietary to a Party or
designated as confidential by such Party (the “Disclosing Party”) and all
information provided by a Customer, as well as information about which a
Party (the “Receiving Party”) obtains knowledge or access, through or as a
result of this Agreement. Confidential Information does not include: a)
information that is or becomes publicly known without restriction and without
breach of this Agreement or that is generally employed by the trade at or after
the time the Receiving Party first learns of such information; b) generic
information or knowledge which the Receiving Party would have learned in the
course of similar employment or work elsewhere in the trade; c) information
the Receiving Party lawfully receives from a third party without restriction on
disclosure and without breach of a nondisclosure obligation; d) information the
Receiving Party rightfully knew prior to receiving such information from the
Disclosing Party to the extent such knowledge was not subject to restrictions on
further disclosure; or (e) information the Receiving Party develops independent
of any information originating from the Disclosing Party.
b. Non-Disclosure. The Parties hereby agree that during the term hereof and at all
times thereafter, and except as specifically permitted herein or in a separate
writing signed by the Disclosing Party, the Receiving Party shall not use,
commercialize or disclose Confidential Information to any person or entity.
Upon termination, or at any time upon the request of the Disclosing Party, the
Receiving Party shall return to the Disclosing Party all Confidential
Information, including all notes, data, reference materials, sketches, drawings,
memorandums, documentations and records which in any way incorporate
Confidential Information.

6. TERMINATION.

a. Either party may terminate this Agreement upon thirty days prior written notice
provided there are no open of Project at the time notice is given.
b. Either party may terminate this agreement of other party breaches any term of
this agreement by giving seven day’ notice in writing.
c. Any provision of this Agreement that, by its language or context implies its
survival, shall survive any termination or expiration of this Agreement.

7. Warranties:
Company warrants that:
 a. the Services are original and do not infringe upon any third party’s
patents, trademarks, trade secrets, copyrights or other proprietary rights,
b. it will perform the Services hereunder in a professional and
workmanlike manner,
c. the goods and services that will be provided by the Company are new, of
acceptable quality free from defects in material and workmanship and
will meet the requirements and conform with any specifications set forth
in this Agreement,
d. it has all necessary permits and is authorized to do business in all
jurisdictions where Services are to be performed,
e. it has all rights to enter into this Agreement.

8. Indemnification:

The Company shall defend, indemnify, protect and hold harmless Wellstark,
and each of their officers, employees and agents from and against any and all
losses, demands, attorneys’ fees, expenses, costs, damages, judgments,
liabilities, causes of action, obligations or suits resulting from (1) any negligent
act or omission or willful misconduct of Wellstark, its personnel or approved
Wellstark, (2) the breach of any provision of this Agreement by Wellstark.

9. Dispute Resolution:

The parties shall Endeavour to resolve any dispute or difference arising from
this AGREEMENT or any transaction or performance or non-performance
under this AGREEMENT, by mutual discussion. Any such dispute or
difference, which cannot be so resolved within a period of 30 days then all
claims and disputes arising under or relating to this Agreement are to be settled
by binding e-arbitration. With an objective resolve the dispute, PDR
ORGANIZATION PRIVATE LIMITED (PrivateCourt) shall conduct the e-
arbitration and the parties shall be bound by any and all rules of PDR
ORGANIZATION PRIVATE LIMITED (PrivateCourt) and any
award/decision rendered. Any such arbitration shall be conducted by an
experienced arbitrator/lawyer (to be appointed by PDR ORGANIZATION
PRIVATE LIMITED (PrivateCourt)) and shall include a written record of the
arbitration hearing. Any decision or award as a result of any such arbitration
proceeding shall be in writing and shall provide an explanation for all
decisions. An award of arbitration may be confirmed/executed in a court of
competent jurisdiction. The seat of Arbitration shall be Hyderabad. Entire
Arbitration proceedings will be conducted online through e-filing and video
 conferencing and award will be provided in physical form on appropriate stamp
paper.

10. Notice:

All notices required under this Agreement will be in writing and will be sent to
the address of the recipient specified above. Any such notice may be delivered
by hand, by overnight courier or by first class pre‐paid letter, and will be
deemed to have been received: (1) if delivered by hand ‐ at the time of delivery,
(2) if delivered by overnight courier ‐ 24 hours after the date of delivery to
courier with evidence of delivery from the courier, (3) if delivered by first class
mail – three (3) business days after the date of mailing.

11. Severability:

The Parties recognize the uncertainty of the law with respect to certain
provisions of this Agreement and expressly stipulate that this Agreement will
be construed in a manner that renders its provisions valid and enforceable to
the maximum extent possible under applicable law. To the extent that any
provisions of this Agreement are determined by a court of competent
jurisdiction to be invalid or unenforceable, such provisions will be deleted from
this Agreement or modified so as to make them enforceable and the validity
and enforceability of the remainder of such provisions and of this Agreement
will be unaffected.

12. Independent Contractor:

Nothing contained in this Agreement shall create an employer and employee

relationship, a master and servant relationship, or a principal and agent
relationship between either party.

13. Force Majeure:

Neither Party shall be liable for any failure to perform under this Agreement
when such failure is due to causes beyond that Party’s reasonable control,
including, but not limited to, acts of state or governmental authorities, acts of
terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and
prolonged shortage of energy. In the event of such delay the date of delivery or
time for completion will be extended by a period of time reasonably necessary
by both the parties.
14. Entire Agreement:

This document and all attached or incorporated documents contain the entire
agreement between the Parties and supersedes any previous understanding,
commitments or agreements, oral or written. Further, this Agreement may not
be modified, changed, or otherwise altered in any respect except by a written
agreement signed by both Parties.

IN WITNESS WHEREOF, this Agreement was signed by the Parties under the
hands of their duly authorized officers and made effective as of the Effective
Date.

Wellstark Energy Pvt Ltd.

______________________________________________

NAME:

Designation:

DATE:

M/s._______________________

_____________________________________________

NAME:

Designation:

DATE: