Contractor Agreement

Contractor Agreement

This Agreement is entered into this _____________ Day ____________, 20, by and between the firms “M/S EHSPoster [Unit of Dichroic Labs L.L.P, Registration No: ‘AAI-3701’, G.S.T No: 29AANFD2241B1ZR ]” (hereafter “Client”), which is a proprietary firm ESTABLISHED at Bangalore, India and Vendor (hereafter “Contractor”) ______________.

WHEREAS, the Client in accordance with annexed to the Agreement,  the terms and conditions set forth in the Agreement and

WHEREAS, Contractor is willing to provide such services in accordance such terms and conditions

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties hereto hereby agree as follows:

  1. The Client hereby engages Contractor, and Contractor hereby accepts such engagement, upon the terms and conditions set forth herein, for the period commencing on the Effective Date and ending upon the Client’s acceptance of the Contractor’s services and deliverables, unless earlier terminated pursuant to the terms of this Agreement.
  1. Contractor shall perform the services (hereinafter, the “Services”) and deliver the deliverables (hereinafter the “Deliverables”) and in delivering to the Customer the Work in accordance with the timeline. Any changes which will impact the cost or change the time line must be accomplished through a change order.
  1. As complete compensation for the Services and Deliverables, the Client will pay Contractor the sum of [amount and conditions of payment], annexed to the Agreement as
  1. In performing all aspects of the Services, Contractor shall coordinate and consult regularly with [Client], or a designee / authorized representative of the Client
  1. Promptly after completion of each component of the Services/Deliverables, the Client will

Review, and where appropriate, test the component for conformity to the specifications and warranties contained in the Agreement. If the component so conforms, the Client will notify the Contractor accordingly (“Acceptance”). If the Client claims that there is a failure to conform to such specifications and/or warranties, the Client shall promptly notify Contractor of such non conformance and Contractor will promptly take all steps necessary to affect conformance.

  1. Each party acknowledges that the timeline is contingent upon timely completion of each phase by each party. Each party will report delays or anticipated delays as they occur and will make every reasonable effort to correct the situation.
  1. In performing the Services, Contractor is an independent contractor, and not an employee of the Client, nor are any of Contractor’s employees or contract personnel employees of the Client. Contractor shall have the right to perform services for others and the sole right to control and direct the means, methods and manner by which the Services required hereunder will be performed, consistent with the terms of this Agreement. Contractor shall not be entitled to any fringe benefits, including health insurance, benefits, paid vacation, or other employee benefits provided by the Client to its employees.  Contractor is responsible for payment of any taxes, withholdings and any other statutory or contractual obligations of any sort, in connection with services provided hereunder. Contractor has no authority to create or assume any obligation on behalf of the Client, or to hold itself out as having such authority, without the prior written consent of the Client.
  1. All materials delivered to the Client by the Contractor shall become the property of the Client, unless the parties agree otherwise in a signed contract. The Services will be provided on a “work for hire” basis, and the materials produced under the Agreement, including without limitation, the Deliverables, shall be deemed “works made for hire”. To the extent, if any, that Contractor may be deemed the author of any portion of the Services and/or Deliverables, Contractor hereby fully and irrevocably assigns, transfers, conveys and relinquishes all rights, title and interest therein, including, without limitation, all copyrights, to the Client, and grants the Client a power of attorney coupled with an interest, to apply for and obtain all such copyrights in the Client’s name. The duration shall be for the life of the copyright in the Services and/or Deliverables, and all renewals and extensions thereof.  Further, Contractor shall have no right to attach its name or trademarks, logos or trade names to the Services or Deliverables.  The provisions in this Section shall survive any termination of this Agreement.  The existence of any claim or cause of action by the Contractor against the Client shall not constitute a defense to the enforcement by the Client of the covenants and agreements of this Section.
  1. It is understood that in the course of the Contractor’s performance hereunder Contractor may become privy to information relating to the Client’s operations, employees, finances, projects, products and production plans, research and development, system design, software, hardware, technical processes and formulas, source codes, activities, and so on. Such information shall be deemed confidential in every case where either a reasonable person would understand it to be confidential or the Client has identified it as such, unless the information in question (i) was already known to Contractor prior to its first disclosure hereunder; (ii) has become generally known to the public through no fault of the Contractor’s; or (iii) is required by law to be disclosed (in which case the Contractor shall provide the Client with a reasonable opportunity to seek a protective order maintaining confidentiality).  Contractor shall maintain the secrecy of all of the Client’s confidential information (including, without limitation, all confidential information that the Client has received or will receive from third parties), using the same care it applies to its own confidential information, and shall make use of such confidential information only to the minimum extent necessary to effect the Agreement.  Contractor shall not exploit or reveal to any third party any of such information without the Client’s express prior written consent. This provision shall apply to all confidential information, whether it was exchanged before or after the date of this Agreement.  All confidential information referred to in this Section in whatever form shall at all times remain the property of the Client, and shall, upon written request of the Client, be delivered by Contractor to the Client in all tangible forms, or, promptly destroyed by Contractor to the extent such delivery is impracticable.
  1. Limitations:

 

  • Limited Activities. During the term of this Agreement and for a period of six (6) months thereafter, the Contractor shall not engage in any activity that constitutes a conflict of interest with the Client, including any competitive employment, business, or other activity involving the disclosure of Confidential Information
  • No solicitation. During the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement for whatever reason, Contractor
    agrees not to attempt to divert or interfere with the development of the Client business by soliciting, hiring, contracting, communicating with any employee of the Client
  1. Indemnifications:

Contractor will indemnify and hold harmless Client and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any breach of any representation, warranty, covenant, or obligation of Contractor in this Agreement or any intentional misconduct or negligence by Contractor or any of its Assistants.  In the event of any third-party claim, demand, suit, or action, including third party claims that Contractor is an employee or agent of the Client (a “Claim”), for which Client (or any of its affiliates, employees, or agents) is or may be entitled to indemnification here under, Client may, at its option, require Contractor to defend such Claim at Contractor’s sole expense.  Contractor may not agree to settle any such Claim without Client express prior written consent

  1. Limitation of Liability

 

In no event will Client be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement. Client  total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of Fees owed by Client to Contractor for Services performed under this Agreement.

 

  1. Representations and Warranties:
  • Contractor represents and warrants that the Deliverables and the Services will be performed in a good workmanlike manner, by competent personnel, and in accordance with applicable professional standards, and that the Deliverables will perform in accordance with the specifications provided to Contractor by the Client. If any element of the Services does not conform to the foregoing warranty, the Client shall notify the Contractor in writing of such nonconformance, and Contractor shall re-perform such element in a manner that does conform.
  • Contractor represents and warrants that its provision of Services and delivery of the Deliverables hereunder will not infringe any Indian patent existing on the Effective Date or any copyright or trade secret which is protected under Indian law.
  • Contractor represents and warrants that Contractor’s signing of this Agreement and the

Performance of Contractor’s Services hereunder is not and will not be in violation of any other contract, agreement or understanding to which Contractor is a party or by which Contractor is bound.

  1. Neither party may transfer or assign this Agreement, in whole or in part, in any manner whatsoever without the prior written consent of the other.
  1. If any term or other provision of this Agreement, or any application thereof to any circumstance is invalid, illegal or incapable of being enforced by any rule of law, or public policy in whole or in part, such provisions or applications shall to that extent be severable and shall not affect other provisions or applications of this Agreement.
  1. This Agreement contains a complete statement of all arrangements between the parties relating to its subject matter, super cedes any previous arrangements or understandings, whether written or oral, and may only be changed by a written agreement signed by the parties hereto.
  1. Early Termination – Either party may terminate the contract

 

  • Immediately in the event that either Party breaches this Agreement; or
  • Any time upon [ 30 – 45] days of written notice
  1. Dispute Resolution – Any disputes concerning this Agreement will be submitted to binding arbitration under the rules of “THE ARBITRATION AND CONCILIATION ACT – 1996”.
  1. Advice of Counsel

EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF

AGREED TO AND ACCEPTED BY:

 

For Contractor:                                                                 For THE CLIENT:

 

______________________________                                ______________________________

(Name)                                                                                             (Name)

 

______________________________                                ______________________________

(Signature)                                                                         (Signature)

 

______________                                                           ______________

(Date)                                                                                   (Date)

Contractor Agreement

This Agreement is entered into this _____________ Day ____________, 20, by and between the firms “M/S EHSPoster [Unit of Dichroic Labs L.L.P, Registration No: ‘AAI-3701’, G.S.T No: 29AANFD2241B1ZR ]” (hereafter “Client”), which is a proprietary firm ESTABLISHED at Bangalore, India and Vendor (hereafter “Contractor”) ______________.

WHEREAS, the Client in accordance with annexed to the Agreement,  the terms and conditions set forth in the Agreement and

WHEREAS, Contractor is willing to provide such services in accordance such terms and conditions

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the parties hereto hereby agree as follows:

1. The Client hereby engages Contractor, and Contractor hereby accepts such engagement, upon the terms and conditions set forth herein, for the period commencing on the Effective Date and ending upon the Client’s acceptance of the Contractor’s services and deliverables, unless earlier terminated pursuant to the terms of this Agreement.

2. Contractor shall perform the services (hereinafter, the “Services”) and deliver the deliverables (hereinafter the “Deliverables”) and in delivering to the Customer the Work in accordance with the timeline. Any changes which will impact the cost or change the time line must be accomplished through a change order.

3. As complete compensation for the Services and Deliverables, the Client will pay Contractor the sum of [amount and conditions of payment], annexed to the Agreement as

4. In performing all aspects of the Services, Contractor shall coordinate and consult regularly with [Client], or a designee / authorized representative of the Client

5. Promptly after completion of each component of the Services/Deliverables, the Client will Review, and where appropriate, test the component for conformity to the specifications and warranties contained in the Agreement. If the component so conforms, the Client will notify the Contractor accordingly (“Acceptance”). If the Client claims that there is a failure to conform to such specifications and/or warranties, the Client shall promptly notify Contractor of such non conformance and Contractor will promptly take all steps necessary to affect conformance.

6. Each party acknowledges that the timeline is contingent upon timely completion of each phase by each party. Each party will report delays or anticipated delays as they occur and will make every reasonable effort to correct the situation.

7. In performing the Services, Contractor is an independent contractor, and not an employee of the Client, nor are any of Contractor’s employees or contract personnel employees of the Client. Contractor shall have the right to perform services for others and the sole right to control and direct the means, methods and manner by which the Services required hereunder will be performed, consistent with the terms of this Agreement. Contractor shall not be entitled to any fringe benefits, including health insurance, benefits, paid vacation, or other employee benefits provided by the Client to its employees.  Contractor is responsible for payment of any taxes, withholdings and any other statutory or contractual obligations of any sort, in connection with services provided hereunder. Contractor has no authority to create or assume any obligation on behalf of the Client, or to hold itself out as having such authority, without the prior written consent of the Client.

8. All materials delivered to the Client by the Contractor shall become the property of the Client, unless the parties agree otherwise in a signed contract. The Services will be provided on a “work for hire” basis, and the materials produced under the Agreement, including without limitation, the Deliverables, shall be deemed “works made for hire”. To the extent, if any, that Contractor may be deemed the author of any portion of the Services and/or Deliverables, Contractor hereby fully and irrevocably assigns, transfers, conveys and relinquishes all rights, title and interest therein, including, without limitation, all copyrights, to the Client, and grants the Client a power of attorney coupled with an interest, to apply for and obtain all such copyrights in the Client’s name. The duration shall be for the life of the copyright in the Services and/or Deliverables, and all renewals and extensions thereof.  Further, Contractor shall have no right to attach its name or trademarks, logos or trade names to the Services or Deliverables.  The provisions in this Section shall survive any termination of this Agreement.  The existence of any claim or cause of action by the Contractor against the Client shall not constitute a defense to the enforcement by the Client of the covenants and agreements of this Section.

9. It is understood that in the course of the Contractor’s performance hereunder Contractor may become privy to information relating to the Client’s operations, employees, finances, projects, products and production plans, research and development, system design, software, hardware, technical processes and formulas, source codes, activities, and so on. Such information shall be deemed confidential in every case where either a reasonable person would understand it to be confidential or the Client has identified it as such, unless the information in question (i) was already known to Contractor prior to its first disclosure hereunder; (ii) has become generally known to the public through no fault of the Contractor’s; or (iii) is required by law to be disclosed (in which case the Contractor shall provide the Client with a reasonable opportunity to seek a protective order maintaining confidentiality).  Contractor shall maintain the secrecy of all of the Client’s confidential information (including, without limitation, all confidential information that the Client has received or will receive from third parties), using the same care it applies to its own confidential information, and shall make use of such confidential information only to the minimum extent necessary to effect the Agreement.  Contractor shall not exploit or reveal to any third party any of such information without the Client’s express prior written consent. This provision shall apply to all confidential information, whether it was exchanged before or after the date of this Agreement.  All confidential information referred to in this Section in whatever form shall at all times remain the property of the Client, and shall, upon written request of the Client, be delivered by Contractor to the Client in all tangible forms, or, promptly destroyed by Contractor to the extent such delivery is impracticable.

10. Limitations:
  • Limited Activities. During the term of this Agreement and for a period of six (6) months thereafter, the Contractor shall not engage in any activity that constitutes a conflict of interest with the Client, including any competitive employment, business, or other activity involving the disclosure of Confidential Information
  • No solicitation. During the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement for whatever reason, Contractor agrees not to attempt to divert or interfere with the development of the Client business by soliciting, hiring, contracting, communicating with any employee of the Client

11. Indemnifications:

Contractor will indemnify and hold harmless Client and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any breach of any representation, warranty, covenant, or obligation of Contractor in this Agreement or any intentional misconduct or negligence by Contractor or any of its Assistants.  In the event of any third-party claim, demand, suit, or action, including third party claims that Contractor is an employee or agent of the Client (a “Claim”), for which Client (or any of its affiliates, employees, or agents) is or may be entitled to indemnification here under, Client may, at its option, require Contractor to defend such Claim at Contractor’s sole expense.  Contractor may not agree to settle any such Claim without Client express prior written consent

12. Limitation of Liability

In no event will Client be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement. Client  total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of Fees owed by Client to Contractor for Services performed under this Agreement.

13. Representations and Warranties:

Contractor represents and warrants that the Deliverables and the Services will be performed in a good workmanlike manner, by competent personnel, and in accordance with applicable professional standards, and that the Deliverables will perform in accordance with the specifications provided to Contractor by the Client. If any element of the Services does not conform to the foregoing warranty, the Client shall notify the Contractor in writing of such nonconformance, and Contractor shall re-perform such element in a manner that does conform.

Contractor represents and warrants that its provision of Services and delivery of the Deliverables hereunder will not infringe any Indian patent existing on the Effective Date or any copyright or trade secret which is protected under Indian law.

Contractor represents and warrants that Contractor’s signing of this Agreement and the

14. Neither party may transfer or assign this Agreement, in whole or in part, in any manner whatsoever without the prior written consent of the other.

15. If any term or other provision of this Agreement, or any application thereof to any circumstance is invalid, illegal or incapable of being enforced by any rule of law, or public policy in whole or in part, such provisions or applications shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

16. This Agreement contains a complete statement of all arrangements between the parties relating to its subject matter, super cedes any previous arrangements or understandings, whether written or oral, and may only be changed by a written agreement signed by the parties hereto.

17. Early Termination – Either party may terminate the contract Immediately in the event that either Party breaches this Agreement; or Any time upon [ 30 – 45] days of written notice

18. Dispute Resolution – Any disputes concerning this Agreement will be submitted to binding arbitration under the rules of “THE ARBITRATION AND CONCILIATION ACT – 1996”.

19. Advice of Counsel

EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF

AGREED TO AND ACCEPTED BY:

 

For Contractor:                                                                 For the Client:

 

______________________________                                ______________________________

(Name)                                                                                             (Name)

 

______________________________                                ______________________________

(Signature)                                                                         (Signature)

 

______________________________                                ______________________________

 

(Date)                                                                                   (Date)