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PROCESS CONSULTANCY, NON-CIRCUMVENTION, NON-DISCLOSURE, AND CONFIDENTIALITY AGREEMENT

CUM
IRRIVOCABLE MASTER FEE PROTECTION AGREEMENT
This Process Consultancy Agreement (hereinafter “Agreement”) is hereby entered into as of this the
______day of _____, 2021 (“Effective Date”)
BY AND BETWEEN
(i) M/s _____________________________________, a company registered under Companies Act,
having CIN No- ____________________, having its Registered Office at __________________________, and
Corporate Office at _____________________________ acting through its Managing Director/ Director
Mr/Mrs/Ms._______________________ and shall include his/ her/their respective heirs, executors,
administrators and successors and assigns of “M/s__________________________”.
(ii) Mr………………. (UID-……………..) S/o………………………….., acting through himself Mr………….. and shall
include his/ her/their respective heirs, executors, administrators and successor etc. (Both hereinafter referred
as PARTY OF THE FIRST PART OR FIRST PARTY OR CLIENT);
AND
M/s ----------------------------------------------, a company registered under under Companies Act, 2013, having its
Registered Office at --------------------------------------------------------------, India acting through its <designation>,
<Name> (<Unique ID>), S/o ---------------------- residing at
--------------------------------------------------------------------------------------------------, which expression shall, unless
repugnant to the context or meaning thereof, be deemed to mean and include its/his/her/their respective
heirs, executors, associates, administrators and successors of the M/s ----------------------------------------------.
hereinafter referred to as PARTY OF THE SECOND PART OR SECOND PARTY OR CONSULTANT.
The Client and Consultant are hereinafter collectively referred to as the “Parties” and individually referred to
as the “Party”.
WHEREAS, the Client is in the business of _____________________________________.
WHEREAS, the Consultant is in the business of
-----------------------------------------------------------------------------------------------------------------------------------------.
WHEREAS, the Client desires to engage the Consultant to provide certain services in the area of Consultant’s
expertise and the Consultant is willing to provide such services to the Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby
covenanted and agreed by the Client and the Consultant as follows:
1. SERVICES/PROJECT
Subject to the terms and conditions set forth herein, Client hereby engages the Consultant to perform, and
Consultant agrees to perform, professional services in relation to Tender No. ----------- dated ----------------
published by the ---- Department Government of Assam ( herein after referred to as “Tender Notice” or
“Work”) as described more in detail hereunder.
2. DELIVERABLES
Consultant is obliged to only deliver the Work and the Client is not entitled to
demand Consultant's engagement in another project unless or until Client and Consultant enter into a
separate agreement to cover such project on mutually agreed-upon terms. 

3. TERMS AND CONDITIONS

a. The Consultant will do the necessary liasoning for procurement of work order against the Tender Notice.
For the purpose, the Client shall execute a power of attorney in the name of <Name> (<Unique ID>), S/o.
----------------------------------, residing at
------------------------------------------------------------------------------------------------ for all necessary executions with
the ---------------------------------------- with regard to the Tender Notice on behalf of the Client.

b. The Client will prepare the complete set of necessary Tender documents along with EMD (Earnest Money
Deposit), etc. as per the requirement of the Tender Notice and dispatch it to Shri Kaushik Kalita at earliest
so that he can submit the documents with the department in time.

c. The Consultant will specify the price to be quoted against Commercial Bid through Email to the Client and
the Client shall quote the same price on its Commercial Bid.

d. The Client will provide necessary online training and guidance to <Name> on the products and
specification along with organization details with immediate effect to enable him to represent the
organization.

e. After procurement of Work Order, the Client will be responsible to deliver the required number of Wheel
Chairs (herein after referred to as “Goods”) as per the specification of the Tender Notice at the delivery
point as prescribed in the work order with the specified time.

f. One of the authorized representatives of the Consultant shall monitor the smooth dispatch of Goods at
point of origin and another authorized representative of the Consultant shall monitor the smooth
delivery at the point of destination and will provide complete report on the same.

4. CONSULTANCY FEE

a) The Client will transfer the Consultancy Fee (specified hereunder) in proportionate to the realization
amount within 24 hours of realization to the Bank Account (mentioned hereunder) of the Consultant.
b) Consultancy Fee: Total Amount of Billing Excluding GST to the Department - (minus) Rs. 4600/- per unit
of Goods. (Plus GST extra as applicable).
c) Bank Account Details of the Consultant:
Name: ----------------------------------------------.
Bank: ----------------------------------------------------------------------.
Account Type: | Account No: | IFS Code:
5. INDEMNIFICATION

Client agrees to hold Consultant harmless for any such damages that may arise from Consultant’s work
product. In no event shall Consultant be liable for any direct, indirect, punitive, incidental, special
consequential damages whatsoever arising out of or connected with the use or misuse of her work product.
Consultant assumes no responsibility for any special, incidental, indirect, or consequential damages of any
kind, or any damages whatsoever (including without limitation, those resulting from her work product or from:
(a) user or Client reliance on the materials or documents produced (b) costs of replacement writings, training,
or documents (c) loss of use, data, or profits (d) delays or business interruptions, (e) and any theory of liability,
arising out of or in connection with the use or performance of Consultant’s work whether or not Consultant
has been advised of the possibility of such damages.

6. LIABILITY
Except with respect to 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. DOCUMENTS & INFORMATION

The Client agrees to furnish the Consultant with all necessary documents and information needed to complete
the Work as per the Tender Notice. Such materials may include, but are not limited to, podcast on what the
Client’s objectives are, and other materials.

8. ALTERATION

Any alterations, additions or amendments to this document or SOS document shall not effective unless it is
made in writing and signed by authorized representatives of First Party and Second Party.
In case of any “Force Majeure” event declared by any competent authority, Lockdown, Strike, National/State
Emergencies, Natural Calamities etc, both parties will be abided with this unanimously.

9. Contacts Deemed Exclusive and Valuable

Because of this Agreement, the Parties involved in this transaction or series of transactions may learn from one
another, or from their principals, the names, telephone numbers, email addresses, and other contact
information of clients, borrowers, investors, lenders, agents, brokers, lending corporations, banks,
manufacturers, individuals and/or trusts, or buyers and sellers hereinafter referred to as “Contacts.” The
Parties agree that the identities of the Contacts shall be recognized by the other Party as the exclusive and
valuable Contacts of the introducing Party and shall remain so for the duration of this Agreement, including
any renewal/roll-over period.

10. Confidentiality

The Parties shall keep strictly confidential the names and any other identifying information of any Contacts
introduced or revealed to the other party, and that their firm, company, associates, corporations, joint
ventures, partnerships, divisions, subsidiaries, employees, agents, contractors, heirs, assigns, designees, or
consultants will not contact, deal with, negotiate or participate in any transactions with any of the contacts
without first entering into a written agreement with the Party who provided such contact, unless that Party
gives prior written consent. Such confidentiality will include any names, addresses, email addresses,
telephone, telex, facsimile numbers, and/or other pertinent information disclosed or revealed to either Party.
11. Non-Disclosure

The Parties agree not to disclose, reveal or make use of any information during discussion or observation
regarding methods, concepts, ideas, specifications, product, services, or proposed new products or services,
nor to do business with any of the revealed Contacts without the written consent of the introducing party or
parties.

12. Return of Confidential Information

Unless a business agreement, contract, or other business arrangement is entered into, each Party agrees to
return or destroy, with written confirmation, all Confidential Information in any form upon conclusion of the
evaluation of entering into the transaction or other business arrangement or upon the specific request of the
Disclosing Party.

13. Non-Circumvention

The First Party expressly agrees not to circumvent, avoid, bypass or obviate the Second Party in any manner,
directly or indirectly, to avoid payment of fees or any other obligation in any way involving any of the parties
introduced and Confidential Information disclosed pursuant to this Agreement, or any transaction
contemplated hereunder or other business arrangement arising out of or connected in any way to the
Confidential Information.

14. Independent Contractors

Each party is an independent contractor with respect to the other, and nothing in this Agreement will be
deemed to place the parties in the relationship of employer - employee, principal-agent, franchisee-franchisor,
partners, or joint ventures. Neither party shall have authority to bind the other except to the extent authorized
herein. This is purely a contractual appointment for performance of specific assignments and responsibilities.

15. Integration

The Parties agree that this Agreement constitutes the entire Agreement and the understanding of the Parties
concerning subject matter hereof and this Agreement supersedes all previous communications, proposals,
representations and agreements, whether oral or written, relating thereto, among these parties. This
Agreement may not be amended except in a writing signed by both Parties.

16. Severability

Should any provisions at this Agreement be held by a court of law to be illegal, invalid or unenforceable, the
legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or
impaired thereby and shall continue to be in effect.

17. Attorney Fees

In the event that a dispute over the agreement is brought before the court, the losing party will have to pay
the legal expenses incurred.

18. Authority to Act/Bind

Upon execution of this Agreement by signature below, the Parties agree that any individual, firm company,
associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees, agents, heirs, assigns,
designees or consultants of which the signee is an agent, officer, heir, successor, assign or designee is bound
by the terms of this Agreement.

19. Governing Law

All matters affecting the interpretation of this Agreement and the rights of the parties hereto shall be
governed by the laws of India without reference to rules governing choice of laws.

20. Jurisdiction
In the event of any dispute, Jurisdiction area will be Bhubaneswar, Odisha only.

Disclaimer:- The “Second Party” will provide advisory services to “First Party” purely on contractual basis. The
above mentioned fee has been decided by both parties mutually and deliberately.

An e-mail or facsimile copy of this Agreement shall constitute a legal and binding instrument. By setting forth
my hand below, I warrant that I have complete authority to enter into this Agreement.
Both the parties put their hands on , February, 2021

For the First Party For the Second Party


Signature with Seal: Signature with Seal:

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