Service Contract Generator

4. Other Services.

(a) You agree that You will not use for the purposes of any Other Assignment, any material researched and/or produced for the Company or provided by the Company under this Agreement.

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(b) You agree that at all times You shall give first priority to the Services or work   assigned to You by the Company and that Your performance of Services in relation to any Other Assignment shall not in any way interfere with the provision of the Services for the Company under this Agreement.

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5. Status.

You acknowledge and agree that Your status in providing the Services to the Company as set out in this Agreement shall be that of an independent contractor only and not that of an employee of the Company. Accordingly, You recognise and agree that you are not entitled to participate in any benefits programs or other entitlements made available to employees of the Company. Nothing in this Agreement shall create any association, partnership, joint venture or agency relationship between the parties. You shall not and shall not attempt to incur any liability on behalf of the Company or hold Yourself out to any person as being able to do so.

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6. Consents and Taxes.

(a) You acknowledge and agree that You are solely responsible for:

- obtaining and maintaining all consents and permits necessary for You to provide the Services, in India; and

- withholding, paying and reporting any and all required taxes and charges in respect of the provision of the Services. You acknowledge and agree that the Company will make no deduction and/or payments on Your behalf with respect to such taxes, charges or superannuation.

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(b) If any good or service tax or similar charge (Tax) is validly imposed on any payment made or required to be made under this Agreement, the Company shall pay the Tax in addition to the Fee, provided that you immediately issue a valid tax invoice to the Company for the amount of such Tax.

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7. Termination.

(a) You or the Company may terminate Your engagement under this Agreement at any time for any reason or for no reason by either party giving to the other party 3 (Three) days’ notice in writing.

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(b) Regardless of any other provision of this Agreement, the Company may immediately terminate Your engagement without any obligation to you if you breach or default in the performance of any of Your obligations or representations under this Agreement or if You act in a manner that is prejudicial to the Company, its affiliates or services. The Company may determine the meaning of “prejudicial” for the purpose of this Section 7(b) in its sole discretion.

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8. Play or Play.

Nothing in this Agreement obliges the Company to use the Services. The Company shall have fully discharged its obligations to you by paying you the Fee.

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9. Personal Data.

The Company may collect, store and process Your personal data in manual, electronic or any other form and may transfer Your personal data to any country outside the place it was collected, including to any affiliated company and/or any third party nominated by the Company and which is bound to keep the data confidential.

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10. Rights to Works.

(a) All work product made, if any, pursuant to this Agreement and Your contributions and Services to the Company (Works) belong solely and exclusively to the Company. The Company has the perpetual and exclusive right to use, exhibit, distribute, license, sell, reverse engineer or exploit in any manner as the Company deems fit throughout the universe by any means, whether now or later known, the whole or part of the Works in any form including, without limitation, radio, television, super­station telecasts, the internet, broadband, wireless and any other future form of media or telecommunications in whatever form or otherwise exploit such Works in such forums and for such uses throughout the universe as the Company deems appropriate. All revenues derived by the Company from the use, exhibition, distribution, sale, licensing or other exploitation of the Works are the sole and exclusive property of the Company. The Company also has the right, without payment of any additional compensation of any form to You, to adapt, change, revise, delete from, add to and/or rearrange whole or part of the Works and to combine the same with other works to any extent and to change or substitute the title of the Works, and in this connection you waive the “moral rights” of authors as that term is commonly understood throughout the world including, without limitation, any similar rights or principles of law which you may now or later have by virtue of the law of any locality, nation, treaty, convention or other source.

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(b) Contractor further agrees that Section 19(4) of the Indian Copyright Act, 1957 shall be excluded and will not apply to this Agreement. The sole right of copyright in and to the Works shall belong exclusively to the Company in perpetuity. To the extent that the Works are deemed works other than contributions to collective works and/or parts or components of audiovisual works, You hereby assign to the Company all rights, title and interest in and to the present and future copyrights of such Works and all renewals and extensions of the copyrights.

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(c) To the extent that, under the laws of any countries or under Section 11(b), copyright or other intellectual property and similar rights in the Works do not automatically belong to and vest in the Company, You assign to the Company in respect of those countries all rights, title and interest in and to the copyrights and all other intellectual property and similar rights in such Works, including without limitation all future copyrights in such Works and all renewals and extensions of the copyrights or other intellectual property or similar rights that may be secured under the laws now or later in force and effect in any country TO HOLD the same unto the Company absolutely. You shall execute, verify, acknowledge, deliver and file any and all formal assignments, recordations and any and all other documents which the Company may prepare and reasonably require to give effect to the provisions of this Section 11.

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(d) Without limiting sub­sections (b) and (c) above, and to the extent permitted by applicable law, You assign to the Company and/or waive any and all moral rights, author's rights or similar or analogous rights arising or granted under any legislation or other statutory enactments, rule or regulations or any laws now in force or hereafter in force in respect of the Works.

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(e) It is understood that the rights granted to the Company in this Section 11 continue in effect after the termination or expiration of this Agreement to the extent necessary for the Company's full enjoyment of such rights.

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11. Return of Company Property and Non­Disclosure

a) On the termination or expiry of this Agreement, You must promptly deliver to the Company all data, lists, information, memoranda, documents and all other property belonging to the Company or containing Confidential Information or Trade Secrets of the Company (both as defined below), including the Works and any other property that relates to or has arisen from the Services. Except as required in order to perform your obligations under this Agreement, You must not, without the express prior written consent of the Company, disclose or divulge to any other person or entity or use or modify for use (directly or indirectly) in any way for any person or entity: (a) any of the Company's Confidential Information during at any time (during or after the Term); (b) any of the Company's Trade Secrets at any time (during or after the Term) during which the data or information continues to constitute a Trade Secret.

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(b) For the purposes of this Agreement, Confidential Information of the Company means any information shared with you by the Company and includes without limitation,  personal, non-personal or sensitive data and information related to the Company's business or its customers/users/partners and Trade Secrets. Trade Secrets means information or data of the Company, including technical or non­technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers, that: (i) derive economic value (actual or potential) from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (ii) are the subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the above definition is inconsistent with a definition of “trade secret” prescribed by applicable law, the latter definition will govern for the purposes of interpreting your obligations under this Agreement. The terms of this Agreement shall be deemed Confidential Information of the Company, and You must not discuss or disclose them with any person other than your attorney or accountant, provided that such discussions or disclosures shall be conditioned upon the agreement of the person to whom you disclose the terms to maintain the confidentiality of such terms.

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12. Representations

You represent and warrant:

(a) You have the right to enter into this Agreement with the Company and to grant the rights contained in this Agreement;

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(b) the provisions of this Agreement do not violate any other contracts or agreements that you have entered into with any other individual or entity or any other contracts or agreements by which you are bound; and

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(c) You will comply and, if previously employed or worked for an organization, have complied with all policies of the organization or the company and all applicable laws and regulations governing your right to provide your services in India including the Foreign Corrupt Practices Act of the United States (as it may be amended from time to time).

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13. Indemnity and Insurance

(a) You release and indemnify the Company and their directors, employees, servants and agents against all claims, damages, actions, liabilities, taxes, costs and expenses (including reasonable counsel fees and court costs) arising from or in connection with: (a) the content of the Services; (b) any misrepresentation, breach of warranty or any nonfulfillment by You of any term of Agreement; and (c) any claim or action alleging that You are an employee of the Company at law or claiming any benefit, payment or entitlement payable to employees.

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(b) You agree to obtain and maintain adequate medical and other insurance in respect of potential liability, loss or damage arising at common law or under any statute in respect of claims for property damage, personal injury and public liability relevant to the performance of your supply of Services under this Agreement.

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(c) In no event shall either Party be liable to other Party or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, arising out of or in connection with this Agreement. Except for the breach of intellectual property rights and confidentiality obligation, the liability arising out of or in connection with this Agreement for each Party shall be limited to the total fees paid by the Company to You.

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14. Company Policies.

Your engagement under this Agreement shall be subject to applicable Company policies, as they may be amended from time to time.

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15. General.

This Agreement contains all the terms of Your engagement and terminates and replaces all previous written and/or oral agreements, if any, with respect to Your engagement by the Company. In this Agreement, the singular includes the plural and conversely. Mentioning anything after includes or including does not limit what else may be included. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of that provision in any other jurisdiction.

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16. Governing Law; Jurisdiction.

The terms and conditions of this Agreement shall be construed in accordance with Indian law and all matters of controversy between the parties shall be resolved through application of Indian law and determined exclusively by arbitration in Bengaluru in English under the Arbitration and Conciliation Act 1996 (as amended) by a single arbitrator selected by both parties.

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Please indicate your agreement with the above by signing in the space indicated below and returning this letter to me.