CONSULTING AGREEMENT

This agreement is made on this <date of joining> between <Company

Name>hereinafter referred as the Company;

and

<Name of Contract Employee>, D or S/o <at!er"# Name> R/o <Address>
hereinafter referred as the Con#$ltant.

IN CONI!"RATION of the foregoing and of the m#t#a$ %o&enants set forth be$ow' the
parties' intending to be $ega$$y bo#nd' agree as fo$$ows(

). Retention as Cons#$tant( The Company hereby retains Cons#$tant' and Cons#$tant
hereby agrees to render %ons#$ting ser&i%es to the Company' #pon the terms and
%onditions set forth herein.

*. !#ties( Cons#$tant %o&enants and agrees that' as an independent Cons#$tant'
he/she wi$$ perform a$$ ser&i%es re+#ested of him/her by the Company' a%ting thro#gh
his/her own reso#r%es.

Cons#$tant agrees that at the %$ose of ea%h b#siness day he/she wi$$ mai$ the dai$y
stat#s report to the reporting offi%er' or to s#%h other person as the Company may
designate.

,. Independent Cons#$tant tat#s( The parties re%ogni-e that Cons#$tant is an
independent entity and not an emp$oyee' agent' %o.&ent#rer' or representati&e of the
Company and that the Company wi$$ not in%#r any $iabi$ity as the res#$t of Cons#$tant/s
a%tions. Cons#$tant sha$$ at a$$ times dis%$ose that the %ons#$tant is an independent
Cons#$tant of the Company and sha$$ not represent to any third party that the
%ons#$tant is an emp$oyee' agent' %o.&ent#rer' or representati&e of the Company other
than as e0press$y a#thori-ed by the Company. The Company sha$$ not withho$d any
f#nds of Cons#$tant for in%ome ta0 p#rpose and the Cons#$tant sha$$ be responsib$e for
the payment of same. Cons#$tant sha$$ not be entit$ed to re%ei&e any emp$oyment
benefits offered to emp$oyees of the Company' in%$#ding b#t not $imited to( wor1ers/
%ompensation %o&erage; sa&ings or profit sharing p$ans; sto%1 option' in%enti&e or other
bon#s p$ans; hea$th' denta$ or $ife ins#ran%e %o&erage; and paid &a%ations. The
Company sha$$ not e0er%ise any %ontro$ e0%ept as en#merated o&er the Cons#$tant.

2. Compensation( The %ons#$tant wi$$ be paid <%ommission> of the %ommission
re%ei&ed by the %ompany. The %ons#$tant wi$$ raise proper in&oi%e for the ser&i%es at the
end of ea%h month. The in&oi%es sha$$ be raised against the a%t#a$ joining d#ring the
%#rrent month. The In&oi%e sha$$ %ontain the 3AN n#mbers/er&i%e Ta0 registration
n#mbers 4if app$i%ab$e5' address of %omm#ni%ation' te$ephone n#mbers et%. The
Company sha$$ pay within , months after re%ei&ing the in&oi%e and #pon re%ei&ing its
payment from the %$ients. The Company sha$$ not be ob$igated to pro&ide a minim#m
n#mber of re+#irements.

The Company sha$$ pro%ess payments to Cons#$tant for a$$ #ndisp#ted in&oi%es
presented by Cons#$tant #nder this Agreement. Any disp#te between the %ons#$tant
and the %ompany %an be reso$&ed by the arbitration as per Arbitration and Con%i$iation
A%t )667 for whi%h 8anager Operations wo#$d be the so$e arbitrator.

9. Term( This Agreement sha$$ %ommen%e on the date first written abo&e and sha$$
%ontin#e for * years.

7. Termination( The parties agree that the Company thro#gh written noti%e may
terminate Cons#$tant/s engagement #nder this Agreement at any time. The %ons#$tant
%an a$so terminate the %ontra%t thro#gh written noti%e. :owe&er the %ompany sha$$ pay
a$$ pending in&oi%es as per %$a#se no. 2 of this agreement for any #ndisp#ted joining for
whi%h the %ons#$tant has not been paid.

;. Co&enant of Nondis%$os#re( Cons#$tant sha$$ not' at any time d#ring or after the
term of this Agreement' in any manner' either dire%t$y or indire%t$y' di&#$ge' dis%$ose'
or %omm#ni%ate to any person' firm' %orporation or other entity' or #se for his/her own
benefit or for the benefit of any other person' firm' %orporation or other entity' and not
for the benefit of the Company' any information a%+#ired from the Company or its
affi$iates' witho#t the e0press prior written %onsent of an a#thori-ed e0e%#ti&e/offi%er of
the Company' as more f#$$y set forth in a %ertain Non.dis%$os#re Agreement between
the Company and Cons#$tant dated <date of joining>.

<. Rights to =or1( The parties a%1now$edge that any wor1 %reated by Cons#$tant in
%onne%tion with the performan%e of ser&i%es for the Company p#rs#ant hereto is being
%reated at the insisten%e of the Company and sha$$ not be a property of the %ons#$tant.
The Company sha$$ ha&e the so$e right to #se the who$e wor1' any part or parts thereof'
or none of the wor1' as it sees fit. The Company may a$ter the wor1' add to it' or
%ombine it with any other wor1 or wor1s' at its so$e dis%retion. Notwithstanding the
foregoing' a$$ origina$ materia$ s#bmitted by Cons#$tant as part of the wor1 or as part of
the pro%ess of %reating the wor1' in%$#ding b#t not $imited to programs' $istings'
printo#ts' do%#mentation' notes' f$ow %harts' and programming aids' sha$$ be the
property of the Company whether or not the Company #ses s#%h materia$. No rights
are reser&ed by Cons#$tant.

A$$ programs' spe%ifi%ations' do%#mentation and a$$ other te%hni%a$ information
prepared by Cons#$tant in %onne%tion with the performan%e of his ser&i%es here#nder
wi$$ be%ome the Company/s so$e property. Tit$e to a$$ materia$ and do%#mentation'
in%$#ding b#t not $imited to' systems spe%ifi%ations f#rnished by the Company to
Cons#$tant or de$i&ered by the Company into Cons#$tant/s possession sha$$ remain with
the Company. Cons#$tant sha$$ immediate$y ret#rn a$$ s#%h materia$ or do%#mentation
not $ater than se&en 4;5 days of any re+#est or #pon the termination or %on%$#sion of
his engagement #nder this Agreement' whi%he&er sha$$ o%%#r first.


6. >ega$ Re$ief( In the e&ent Cons#$tant brea%hes' or threatens to brea%h any of the
%o&enants e0pressed herein' the damages to the Company wi$$ be +#antified by the
Company whi%h sha$$ be fina$. The %ompany may app$y to a %o#rt of %ompetent
j#risdi%tion for inj#n%ti&e or other e+#itab$e re$ief to restrain s#%h brea%h or threat of
brea%h' witho#t disentit$ing the Company from any other re$ief in either $aw or e+#ity.

)?. Adheren%e to >aws( Cons#$tant agrees that in %arrying o#t his/her d#ties and
responsibi$ities #nder this Agreement' he/she wi$$ neither #nderta1e nor %a#se' nor
permit to be #nderta1en' any a%ti&ity whi%h either 4i5 is i$$ega$ #nder any $aws' de%rees'
r#$es' or reg#$ations in effe%t in either the India or any other %o#ntry in whi%h the
Company has a b#siness interest; or 4ii5 wo#$d ha&e the effe%t of %a#sing the Company
to be in &io$ation of any $aws' de%rees' r#$es' or reg#$ations in effe%t in either the India
or any other %o#ntry in whi%h the Company has a b#siness interest.
Cons#$tant agrees to notify the Company immediate$y of any e0torti&e so$i%itation'
demand' or other re+#est for anything of &a$#e' by or on beha$f of any entity or
indi&id#a$' re$ating to the s#bje%t matter of this Agreement.

)). Indemnifi%ation( Cons#$tant sha$$ defend' indemnify and ho$d harm$ess the
Company and its offi%ers' dire%tors' emp$oyees' agents' parent' s#bsidiaries and other
affi$iates' from and against any and a$$ damages' %osts' $iabi$ity' and e0pense
whatsoe&er 4in%$#ding attorneys/ fees and re$ated disb#rsements5 in%#rred by reason of
4a5 any fai$#re by Cons#$tant to perform any %o&enant or agreement of Cons#$tant set
forth herein; 4b5 inj#ry to or death of any person or any damage to or $oss of property
whi%h is d#e to the neg$igen%e and/or wi$$f#$ a%ts of Cons#$tant; or 4%5 any brea%h by
Cons#$tant of any representation' warranty' %o&enant or agreement #nder this
Agreement. The Company sha$$ ha&e the right to offset against any fees or
%ommissions d#e Cons#$tant #nder this Agreement the amo#nt of any indemnity to
whi%h the Company is entit$ed #nder this e%tion )) for any damage' %ost' $iabi$ity'
e0pense' fee or other disb#rsement' in%#rred by the Company p#rs#ant to this e%tion.
)).

)*. 8is%e$$aneo#s(
)*.) Cooperation( Cons#$tant agrees that at any time and from time to time' #pon the
re+#est of the Company' to do' e0e%#te' a%1now$edge and de$i&er' or %a#se to be done'
e0e%#ted' a%1now$edged and de$i&ered' a$$ s#%h f#rther a%ts' do%#ments and
instr#ments as may be re+#ired to effe%t any of the transa%tions %ontemp$ated by this
Agreement.

)*.* =ai&er of @rea%h( The wai&er by either party hereto of any brea%h of the terms
and %onditions hereof wi$$ not be %onsidered a modifi%ation of any pro&ision' nor sha$$
s#%h a wai&er a%t to bar the enfor%ement of any s#bse+#ent brea%h.

)*.9 Company 3roperty( A$$ Company property in the possession or %ontro$ of
Cons#$tant in%$#ding' b#t not $imited to' spe%ifi%ations' do%#mentation' so#r%e %ode'
passwords' mai$ing I!' A#a$ity Ass#ran%e do%#ments' de&e$oped pro%ed#res and
magneti% media wi$$ be ret#rned by Cons#$tant to the Company on demand' or at the
termination of this Agreement' whi%he&er sha$$ %ome first.

)*.7 "ntire Agreement( This Agreement and the Non.dis%$os#re Agreement des%ribed
in e%tion ;.

)*.; =arranty( As an ind#%ement for Company to enter into this Agreement'
Cons#$tant represents and warrants to Company that a$$ ser&i%es' wor1 and de$i&erab$es
to be performed here#nder sha$$ be performed by her in a professiona$ and
wor1man$i1e manner' in a%%ordan%e with the highest ind#stry standards.

IN =ITN" =:"R"OB' the parties ha&e e0e%#ted this Agreement effe%ti&e the date
first written abo&e.


Con#$ltant CCCCCCCCCCCCCCCCCCCCCCCC
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or <company>CCCCCCCCCCCCCCCCCCCCCCCC

DNameE

A#thori-ed ignatory

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