Académique Documents
Professionnel Documents
Culture Documents
This Master Agreement For Data & Research Evaluation Services is dated as of
this the 9 day of April, 2018, (“Effective Date”) and is by and between Digi-Global
Technical Services LLC, 425 N 1950 W, Cedar City, Utah 84721, USA (“Client”) and
M/s Sumtec, represented by Mr. Tejasvi Ram Vadali, (“Agent”) having its principal
place of business at plot no 15/a,16/a shop 8, Nandini residency, Addagutta society,
Kukatpally ,Hyderabad.
FOR AND IN CONSIDERATION OF the premises and mutual agreements herein, Digi-
Global and Agent agree as follows:
a) The initial term of this Agreement shall be 36 months, beginning from the
initial monthly billing to Agent. The Agreement shall also automatically renew,
for each 12 month term, thereafter, unless either party informs the other party
within 30 days of the anniversary date, in writing.
b) In the event that Digi-Global cannot continue to provide the services
referenced in the Agreement, for any reason, Digi-Global may terminate this
Agreement immediately, upon written notice to Agent.
c) In the event that Agent is not able to perform the services as referenced in the
Agreement, Digi-Global may terminate this Agreement immediately with
written intimation.
Section 2. SERVICES
Client intends to make available its Revenue Sharing Program to Agent solely for its use
and Client will be providing Data Evaluation services which includes but not limited to
the followings:
a) Search Evaluation
b) Ads Analysis
c) Local & Mapping
d) Mobile Rating
e) Custom Crowd Sourcing
a) Digi-Global through its customers will provide the opportunity to Agent to carry
out the Search Evaluation, Ads Analysis, Local & Maps improvement, Mobile
rating, Speech & Annotation and organize, analyze and augment valuable data
for our customers.
CONFIDENTIAL Page 1
MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES
b) Where Digi-Global has received revenues for the work performed by Agent,
pursuant to this Agreement, Digi-Global will provide monthly compensation
calculated on hourly basis as described in Addendum 1 of this Agreement. All
such compensation payments will be accompanied by an accounting, detailing
the Agent’s compensation, no later than (30) days following Digi-Global’s receipt
of payment from its underlying providers. The final compensation is based on
figures based on the login hours and the number of entries and other job
performed per hour.
c) Digi-Global may, when necessary, modify the rate schedule contained within
Addendum 1 to reflect its compensation and/or the terms and conditions of
Agreements with its underlying providers. Digi-Global will inform the Agent of any
such revisions at least (3) business days prior to revising Addendum 1. A notice
and updated rates will be posted on the website. To the extent Agent and Digi-
Global cannot, during that (3) business day time frame, agree to a revised
Addendum 1 & 2, either party may terminate this Agreement upon (30) days’
notice. Digi-Global will, at its own discretion, determine which service will
produce the most favorable results for the Agent.
CONFIDENTIAL Page 2
MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES
Section 5. NON-CIRCUMVENTION
Digi-Global and Agent do herby irrevocably agree not to circumvent, avoid, bypass, or
obviate the other party, directly or indirectly, to avoid payment of fees or commissions,
in any transaction with any corporation, client, contractor, provider, vendor, partnership
or individual, disclosed by the disclosing party to the other party, in connection with any
project, contract, agency, distributorships, funding or any other transaction involving any
consulting, sale of products or services, or addition, negotiations, re-negotiations,
renewal, extension, amendments, new contract/agreements, parallel
contracts/agreements or third party assignments thereof. Further, during the term of this
Agreement, and for a period of two (2) years following termination or expiration of the
Agreement, Agent agrees they shall not, whether on their own or through or on the
behalf of any other person or entity disturb or negatively affect the business relationship
between Digi-Global and any of its business relationships, including, but not limited to,
telemarketing firms, call centers, LEC’s, CLEC’s, ILEC’s, IXC’s and sales agents and
customers.
Section 6. NO WARRANTIES
Section 7. LIABILITY
a) Digi-Global’s liability for any claim, loss or damage arising out of the furnishing of
its services, including but not limited to mistakes, omissions, interruptions,
delays, errors, other defects, or representations by the Company, or use of these
services or damages arising out of the failure to furnish the service whether
caused by act or omission, shall be limited to the amounts owed Agent by Digi-
Global at the time such damages occur. Such allowances shall be the sole
CONFIDENTIAL Page 3
MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES
b) Digi-Global will not be liable for any direct, indirect, incidental, special,
consequential, exemplary or punitive damages, for any lost profits of any kind, to
customer as a result of any service, equipment or facilities, or the acts or
omissions or negligence of Digi-Global’s employees or agents. In any event, no
action or proceeding against Digi-Global shall be commenced more than three
months after the service is rendered.
d) Digi-Global shall not be liable for any damages or losses due to the fault or
negligence of the Agent, or Agent’s authorized users or due to the failure or
malfunction of Agent provided equipment or facilities or the equipment or facilities
of Agent’s authorized users.
Section 8. INDEMNIFICATION
CONFIDENTIAL Page 4
MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES
Section 9. Notice
Notices, under this Agreement, shall be sent in writing to the authorized representatives,
identified by the parties, on the signature page of this Agreement.
If any provision of this Agreement is for any reason found to be unenforceable, the
remainder of this Agreement will continue in force and effect. This Agreement
CONSTITUTES THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER OF
THIS AGREEMENT. Any and all prior or contemporaneous agreements whether
written, oral or otherwise are hereby superseded and are null and void. No amendment
of this Agreement shall be binding, unless it is in writing and signed by both parties.
The terms and conditions of this Agreement contain proprietary information pertaining to
both Digi-Global and Agent of a highly sensitive nature such that improper disclosure
would expose each party to an unreasonable risk of harm from their competitors.
Accordingly, the terms and conditions of this Agreement are to be held as strictly
confidential among those employees and representatives of both parties with a need to
know such terms and conditions. The parties agree that impending or existing breaches
in the confidentiality of this Agreement, or any of the terms and condition herein, would
cause the party to whom such confidential information pertains to irreparable injury for
which it would have no adequate remedy at law, and agree that the aggrieved party
shall be entitled to immediate injunctive relief prohibiting such breach(es) in
confidentiality, in addition to any other rights and remedies available to it.
Neither party shall assign its rights and obligations under this agreement without
approval of the Party, which approval shall not be unreasonably withheld.
CONFIDENTIAL Page 5
MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES
This Agreement shall be interpreted under the laws of the state of Utah, USA and any
dispute among both Digi- Global or Agent will only be resolved in the state of Utah if
they both are not amicably able to reach to a conclusion.
CONFIDENTIAL Page 6
MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES
The total payout will be calculated on the cumulative services provided by the
Agent and after quality feedback.
The payment mode also varies as per the services, cause every service has a
different payment cycle which fluctuates from Weekly billing to Monthly billing
respectively.
There will be a transfer fee for the payment per invoice which will be applicable as
per the compensation plan mentioned above.
Agent can opt for any payment method which is deemed cost effective and saves
time and money.
NOTICE: From time to time Digi-Global’s clients modify pay rates. These industry
changes affect all the agents. This addendum reflects the most recent rates. Digi-
Global will continue to pay the highest rates in the industry.
CONFIDENTIAL Page 7
MASTER AGREEMENT FOR DATA AND RESEARCH EVALUATION SERVICES
Agent enjoys competitive pay and enjoy the benefits of running their business at
his own comfort. Agent will have the flexibility to schedule their own working hours i.e.
shift timing and can follow Aus, UK or US shift timing as per their own comfort.
Agent enjoys competitive pay as independent contractor. And there are never
any complicated payment schemes or calculations to deal with.
SIGNED:
_________________________________
CONFIDENTIAL Page 8