Professional Documents
Culture Documents
(TERMS OF SERVICE)
And
WHEREAS the Company is in the business of Content and Design Creation, Content and
Design Consultancy, Content and Design Curation, Content Management and Event
Consultancy.
WHEREAS the Company requires the services of the nature defined and described
hereunder on a temporary basis pursuant to various projects commissioned and contracted
out to the Company
WHEREAS the Executive has agreed to provide the aforesaid services subject to the terms
and conditions recorded hereunder and the Company has agreed to remunerate the
Executive in terms of the applicable clause hereunder
NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES OF THE FIRST PART AND THE
SECOND PART THAT:
1. DEFINITIONS
In addition to the terms defined above and in various clauses in this agreement and in
addition to the terms defined in the General Clauses Act, 1897, as amended up to date, the
following definitions shall apply:
1.1 DELIVERABLES means all the services, work, data, items, artwork and/ or intellectual
property to be created, developed, produced, delivered, performed, or provided by the
EXECUTIVE in terms of the guidelines and instructions provided by the COMPANY from time
to time, whether in writing or verbally, in connection with this agreement.
1.2 CONFIDENTIAL INFORMATION shall be construed to include without limitation any and
all information pertaining to the concept, story, characters, incidents, viewpoints, opinions,
layout, graphic design, artwork, and structural design of the manuscript ; technical and
creative inputs, details of any proprietary knowledge including but not limited to trade
secrets, industry-specific knowhow, information obtained in the course of interviews and
research conducted pursuant to this agreement, terms of contract and other details of
personnel engaged in the discharge of the obligations recorded hereunder and details of
financial matters arising in connection with this agreement.
The EXECUTIVE shall be responsible for all the deliverables assigned to him/her by the
COMPANY, including without limitation deliverables in connection with:
2.6. Assignments, projects and/ or tasks which entail and involve journalism and the use of
journalistic techniques and skills, including but not limited to reading press releases,
researching articles, establishing and maintaining contacts, interviewing sources, writing,
editing and submitting copy, attending events, proofreading and verifying statements and
facts.
3. CONSIDERATION:
4.1: Rs. __________ (subject to all taxes and deductions applicable in terms of any law for
the time being in force) per month in consideration for the services rendered in terms of
Clause 5 of this agreement, to be paid within the 7th of each month ensuing from the
effective date till the termination of this agreement, inclusive of the notice period.
4.1. The EXECUTIVE shall not use any Confidential Information for any purposes or activities
other than those specifically authorized in this Agreement, and shall not disclose any
Confidential Information to third parties without the COMPANY’s prior written approval.
4.2. The foregoing use and disclosure restrictions with respect to Confidential Information
shall apply during the Term and after the Termination Date of this Agreement.
4.3. The EXECUTIVE further undertakes that he/she shall take all reasonable precautions to
protect any confidential information available to him/her and shall not use, produce, copy,
translate, sell, distribute in whole or any part or summation of the confidential information
except to the extent necessary for performance of his/her obligations pursuant to this
agreement.
4.4. The EXECUTIVE acknowledges that any breach of this clause may result in liability to pay
damages or compensation to the COMPANY.
5. NON-COMPETE
5.1 The EXECUTIVE agrees that during the subsistence of this agreement and for a period of
one (1) year after the termination of this agreement, the EXECUTIVE shall not directly or
indirectly solicit, procure, acquire, apply or advertise for any engagement, assignment,
business, job or employment which entails the provision of services, on a freelance or full-
time basis, that are identical or substantially similar to the ones provided to the COMPANY
herein in terms of Clause 6 hereinabove from any client of the COMPANY or from any
person, organisation or entity that the EXECUTIVE has reasonable basis to believe may be a
client of the COMPANY, including without limitation all persons, organisations and entities
connected with the projects, tasks and deliverables assigned to the EXECUTIVE pursuant to
this agreement.
The EXECUTIVE further agrees to desist from accepting any engagement, assignment,
business, job or employment of the nature described hereinabove which may be unilaterally
offered to him/her by any client of the COMPANY or from any person, organisation or entity
that the EXECUTIVE has reasonable basis to believe may be a client of the COMPANY,
including without limitation all persons, organisations and entities connected with the
projects, tasks and deliverables assigned to the EXECUTIVE pursuant to this agreement for a
period of one (1) year from the termination of this agreement.
6. TENURE:
6.1. Time is not the essence of this agreement. The tenure of this agreement is contingent
on the completion, extension, modification or cancellation of and/or addition to the project/
projects commissioned and/or contracted out to the COMPANY pursuant to which the
EXECUTIVE is being engaged vide this agreement.
However, the EXECUTIVE will to the best of his abilities complete all tasks, projects and
deliverables assigned to him within a reasonable period of time subject to the guidelines,
instructions and requirements of the COMPANY. The COMPANY shall attempt to provide the
EXECUTIVE with an approximate estimate of the tenure of the agreement, with all
applicable updates and modifications as may be necessary from time to time.
7. USE OF COMPANY PROPERTY
7.1 The EXECUTIVE shall return all the properties owned by the COMPANY which may be in
his/her possession at the time of termination of this agreement, including but not limited to
computers, laptops or any other electronic device of any nature whatsoever; files, folders,
documents or any other item of any nature whatsoever which may be used by the
COMPANY in the ordinary course of business or in connection with any deliverable assigned
to the EXECUTIVE and all hard copies and soft copies of any information and data,
confidential or otherwise, arising out of the ordinary course of business of the COMPANY or
in connection with any deliverable assigned to the EXECUTIVE.
7.2 The EXECUTIVE shall destroy all surplus hard copies containing information of the nature
described hereinabove if such hard copies are situated in his/her residence or any other
space of personal use and delete all soft copies of the said information from any personal
electronic device of any nature owned, used or possessed by him/her.
7.3 The EXECUTIVE shall be liable to indemnify the COMPANY for any adverse consequence
suffered by the COMPANY due to his/her failure to return the said properties and/or destroy
and delete the said hard copies and soft copies respectively of the said information.
IN WITNESS WHEREOF the parties do put their respective hands to these presents on the
day, month and year first hereinabove written.
DELIVERED AT KOLKATA in
Presence of: