1. SCOPE OF THE AGREEMENT

The Parties have hereby entered into this following Agreement to establish a business relationship where the Service Provider has been engaged by the Customer

2. RIGHTS, DUTIES, AND OBLIGATIONS OF THE PARTIES

A. Service Provider

The Service Provider is required to fulfil the following obligations:

• i. Perform all its duties and obligations under the present Agreement in a sincere manner and to the best of its abilities, following prescribed industry standards.
• ii. Comply with the terms of this Agreement at all times during the course of the Agreement.

B.Customer

The Customer is required to fulfil the following obligations:

• i. Customer is not entitled to claim for compensation against any loss due to any negligence on part of the Service Provider for more than the total amount of fees charges by the Service Provider for the duration for which the loss has occurred.
• ii. In a case where Customer has pending payments, it is the liability of the Customer to make good on such payments. If the Service Provider has to bear any legal expenses to make good on these payments, Customer must immediately reimburse the Service Provider for the legal expenses.
• iii. Always comply with the terms of this Agreement during the course of the Agreement.

3. WARRANTIES

A. Warranty of Services

• Professional Manner: The Service Provider warrants that all Services will be performed in a professional manner using qualified professional personnel.

B. Warranty of Authority

• Each Party warrants that it is authorized to enter into this Agreement and to perform its obligations hereunder and that its performance hereunder shall not conflict with, limit or be contrary to any other agreement.

C. Non-interference with Business

• Unless otherwise expressly agreed to by the Parties, the parties agree not to, directly or indirectly solicit or induce or attempt to persuade any employee, independent contractor, , outsourced third-party, director or other participants of each other to terminate employment, contractual or other relationship with the Service Provider, or to enter into a relationship with such individuals or into any business organization in which such individuals may be directly or indirectly involved. The term “enter into a relationship” shall include, but not be limited to, acting as a paid or unpaid director, officer, agent, employee of, or consultant to, or acting or participating as the owner, partner, manager, member, or shareholder. During, and for two years immediately following termination/expiry of this Agreement, the Parties further agrees not to:
• i. Directly or indirectly contact any person or entity disclosed by either party to take advantage of a business opportunity without the prior written approval of each other;
• ii. Otherwise circumvent a relationship with each other or establish a relationship with a party with whom either party already has a relationship or foreseeable relationship, and with whom either party has never had a relationship;
• iii. Seek to establish any rights, including but not limited to intellectual property rights, anywhere in the world in conflict with either party’s pre-existing intellectual property or proprietary rights therein or hereinafter established.

4. PAYMENT AND PAYMENT TERMS

• a. Payment for the Service to the Service Provider will be 100% on the whole paid before the completion of the work
• b. All payments to the Service Provider shall be remitted into the bank account details of the Service Provider as provided below:
• Bank Name: ICICI Bank
  Branch: Chitrakoot Marg
  Account Name: CLOUDMINISTER TECHNOLOGIES PRIVATE LIMITED
  ACC NO.- 677205601576
  IFSC code -ICIC0006772
  Account Type: Current
• c. All payments will be made promptly by the Customer and should there be any delay in payments.
• d. The Service Provider shall be entitled to charge interest over and above the invoice amount towards all outstanding dues.
• e. All invoices and the charges specified to the Customer shall be exclusive of additional taxes and charges and the Customer shall undertake to pay such charges and taxes as that may be specified under the invoice.
• f. All additional services apart from that as may be specified under this Agreement or thereby agreed to between the parties additionally post the execution of this Agreement shall be additional charges by the Service Provider.
• g. All disputes pertaining to the payments under this agreement shall have a limitation period of 60 days from the date of such invoice or payment being released or provided.
• h. The above-mentioned terms have been convened after mutual agreement to the same between the parties.

5. TERM AND TERMINATION

• a. This Agreement shall subsist to exist from the Effective Date of this Agreement until terminated expressly by the Parties.
• b. Termination of the Agreement and the Services hereto may be made by either Party communicating its intention to do so to the other Party. Service Provider must give the Customer a 30 (thirty) days advance written notice enlisting reasons for such termination.
• c. Termination of the Agreement and the Services hereto may be made by either Party communicating its intention to do so to the other Party. Customer must give the Service Provider a 30 (thirty) days advance written notice enlisting reasons for such termination
• d. Upon termination of this Agreement for any reason, each Party shall immediately cease all use of and shall return to the other Party within Ten (10) business days all Confidential Information and materials of such other Party and all copies, portions and abstracts thereof, that are in its possession or under its control, other than any materials for which the Customer has paid or agrees to pay

6. LIMITATION OF LIABILITY

Except concerning the parties’ indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.

7. GENERAL PROVISIONS

a. Notices and Communication

• All notices and communication required shall be in writing and shall be effective on the date of mailing to the Parties sent via electronic mail or any mutually agreed upon international courier agency, addressed to the designated representatives of the Parties. Either Party may change its notice method by giving the other party written notice in the manner set forth above.

b. Severability

• Each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision hereof. Any invalid or unenforceable provision shall be deemed severed from this Agreement and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular provisions(s) held to be invalid or unenforceable.

c. Waiver

• The waiver of a breach of this Agreement or the failure of a Party to exercise any right under this Agreement shall in no event constitute a waiver as to any other breach, whether similar or dissimilar or prevent the exercise of any right under this Agreement.

d. Force Majeure

• Neither Party shall be responsible for any failure to perform, or delay in performing any of its obligations under this Agreement, where and to the extent that such a failure or delay results from causes outside the control of such Party. Such causes shall include, without limitation, delays caused by the other party, acts of God or the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, freight embargoes, strikes, civil commotion, or the like.

e. Headings

• Section headings in this Agreement are merely for the convenience of the Parties and should not be construed as having any special meaning or importance.

f. Governing Law

• This Agreement shall be deemed executed in Jaipur, India and shall be governed by the laws of India. For purposes of enforcement of arbitration awards, equitable relief, or if for any other reason litigation is permissible under this agreement, each party hereby irrevocably agrees to the personal jurisdiction and venue of the courts at Jaipur, India.

g. Survival

• All provisions of this Agreement, which by their terms or nature are intended to survive expiration or termination of this Agreement shall survive indefinitely.

h. Entire Agreement

• This Agreement supersedes all prior oral or written representations, communications, or agreements between the Parties, and, together with the Schedules hereto, constitutes the final and entire understanding of the Parties regarding the subject matter of this Agreement. Neither Party has relied on any such prior oral or written representations, communications, or agreements.

i. Disputes

• It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of this Agreement and any disputes arising therefrom will be resolved through an Arbitration.
• Arbitration: All Disputes will be referred to arbitration by a sole arbitrator to be appointed by the Service Provider and the award passed by such sole arbitrator will be valid and binding on both Parties. The Arbitrator’s award shall specify the party that shall bear the entire cost of the proceedings. The arbitration shall be conducted in English, and the seat of Arbitration shall be Jaipur, India.

j. Amendments

• This Agreement may be amended/modified with the mutual consent of both Parties, by executing a fresh agreement containing such amendments/modifications, or by one Party communicating the need for an amendment/modification in writing, and the other Party accepting the said proposal and communicating its consent to the same in writing.

k. Execution

• This Agreement may be executed (including by facsimile or internet-based service) by one or more of the Parties on any number of separate counterparts. All of such counterparts taken together shall be deemed to constitute the same instrument, and (if by facsimile) each such facsimile shall have the same force and effect as if an original.