AGREEMENT

 

This Agreement (hereinafter the Agreement) dated  ____________________ is made at  ___________________, between: 

 

"TEAMLEASE  EDTECH  LIMITED"; hereinafter referred to as "TeamLease" a company registered under the Companies Act, 1956 having its Registered Office at Western Edge II, B-903, Borivali East, Mumbai, Maharashtra- 400066 TeamLease hereinafter referred to as “TeamLease” (which expression unless it be repugnant to the context or meaning thereof shall be deemed to mean and include its successors or assigns) of the One Part.

 

And

_______________________; a freelancer residing at __________________ hereinafter referred to as the “Training Consultant” (which expression shall, where the context requires, include his/her heirs, executors and administrators) of the Other Part; 

TeamLease and the Training Consultant are collectively referred to as the “Parties” and individually referred to as a “Party” (or meaning thereof shall be deemed to mean and include its successors and assigns) of the One Part. 

(TEAMLEASE and the Training Consultant are individually referred to as a "Party" and collectively as "Parties") 

 

 WHEREAS,

 

1. WHEREAS TeamLease is engaged in the business  of providing training to corporates and universities 

 

1. Whereas The Training Consultant is in the business of providing trainings in the field of corporate / academic / corporate and academic (if both);

 

1. Whereas The Training Consultant has offered for services herein after “Services under Annexure A of this agreement” to TEAMLEASE;

 

1. TEAMLEASE has agreed to avail services of the Training Consultant in accordance with the terms and conditions of this Agreement.

 

Now, This Agreement Witnesseth And It Is Hereby Agreed By And Between The Parties Hereto As Follows:

 

1. Services

1.          Services

TEAMLEASE retains Training Consultant as an independent contractor to perform the services as described in Annexure A attached to this Agreement to which the Parties may agree from time to time.  

  

1.    Tenure

 

1.1  TEAMLEASE hereby appoints the Training Consultant on a non-exclusive basis for a period of 12 months commencing from ______________. Either Party may terminate this Agreement with a thirty (30) days prior written notice to the other.

1.2  TEAMLEASE Termination for Cause. This Agreement may be terminated by TEAMLEASE immediately for cause by written notice delivered to Training Consultant upon (i) any other breach hereof by Training Consultant, (ii) receipt of notice from Training Consultant pursuant to Section 6 hereof, or (iii) the filing by or against Training Consultant of a petition or other proceeding in bankruptcy, insolvency or for the appointment of a receiver for Training Consultant.  

 

1.    Fee 

 

In consideration for Services rendered, TEAMLEASE shall pay the Training Consultant a service fee as set out under Annexure B  

 

1. Obligations of Training Consultant

4.1  The Training Consultant recognizes that it owes a duty of good faith to TEAMLEASE and shall not enter into any arrangement or carry out any activity that might create a conflict of interest with its obligations hereunder, and the Training Consultant warrants that it will not do anything that is prejudicial to the interest or reputation of TEAMLEASE including but not limited to charging of any additional or separate service fees/consideration from the client of TeamLease or candidates.

4.2  The Training Consultant shall (a) use its best efforts, devote its time and attention and exercise due skill and diligence for and in providing the Services; (b) abide by the instructions, guidelines and procedures of TEAMLEASE and its clients  and maintain the performance standards and service levels prescribed by TEAMLEASE from time to time, in providing the Services; (c) Keep abreast of TEAMLEASE’s philosophies, business ethics, policies and practices concerning conduct of business and applicable to the scope of the Services; and (d) comply with all applicable laws, rules, regulations and directions in the performance of the Services

4.3  The Training Consultant shall indemnify and keep TEAMLEASE, its directors, officers, employees and other representatives indemnified from and against any losses, damages, costs, claims, expenses, or charges (including without limitation, legal fees) that may be incurred by any or all of them arising due to any act or omission by the Training Consultant and/or breach by the Training Consultant of its obligations under this Agreement. 

4.4  The Training Consultant represents and warrants that they will not, during the term of this Agreement, including during its extension period if any and for a period of twelve months after termination howsoever caused, directly or indirectly poach any TEAMLEASE’s client for similar training programmes or corporate trainings. In the event of default or breach of this clause by the Training Consultant, it shall pay to TEAMLEASE by way of Liquidated Damages an amount equal to the total invoice amount. However the Liquidated damage does not limit the TEAMLEASE’s right to terminate this agreement with the Training Consultant.

1. Tools and Facilities

5.1  Training Consultant will, at Training Consultant’s sole cost and expense, procure all tools, technology, equipment required for his own performance of the Services, provided that TEAMLEASE may, in its discretion, if requested by Training Consultant, provide work space and access to office equipment and machines to Training Consultant at the premises of TEAMLEASE as available. 

 

1. Confidentiality 

a.    Except as expressly provided below, each Party agrees that all information, whether oral, written, via computer disk or electronic media or otherwise, to which such Party is given access or are made available to such Party by the other Party (including by the other Party’s agents and Representatives, defined below) in connection with the Agreement is referred to as “Confidential Information”. Confidential Information shall include, without limitation, all technology, know-how, processes, trade secrets, contracts, proprietary information, historical and projected financial information, operating data and organizational cost structures, strategic or management plans, customer information and customer lists, whether received before or after the date hereof. Confidential Information shall also include information of or relating to any parent, subsidiary or affiliate of each Party.

b.    Except as expressly provided herein, each Party agrees to hold all Confidential Information in confidence, that it will not disclose any Confidential Information to any person (including any entity), other than its directors, officers or employees who have a need to know such information in connection with the Agreement (collectively, “Representatives”), and that it and its Representatives will not use any such Confidential Information for purposes other than in connection with the Agreement.  Each Party agrees to inform its Representatives of the confidential and valuable nature of the Confidential Information and of its obligations under this Agreement.  Each Party shall be responsible and liable for any breach of this Agreement by its Representatives. 

c.    In the event that a Party or any of its Representatives become legally compelled or requested (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, request of regulatory agency or self regulatory agency, or similar process) to disclose any of the Confidential Information, such Party will provide the other Party with immediate written notice.  Such Party may disclose such Confidential Information; provided, however, that such Party shall as soon as practicable notify the other Party of such legal process, unless such notice is prohibited by statute, rule or court order, so that the other Party may seek an appropriate protective order.  In the absence of a protective order relating to such disclosure, such Party may disclose the Confidential Information but will use best efforts to obtain assurances that confidential treatment will be accorded the Confidential Information and that such disclosure will be as limited as is reasonably responsive to the request.  In making any disclosure under such legal process, such Party agrees to use all reasonable efforts to preserve the confidential nature of such information.

d.    In the event that the Agreement is terminated for any reason whatsoever or at any time upon request, each Party agrees to return promptly or destroy all copies of the Confidential Information without retaining any copies thereof. 

e.    By executing this Agreement, each Party understands that the other Party makes no representations and warranties as to the accuracy or completeness of the Confidential Information provided by it or its Representatives.

f.     Inasmuch as any breach of this Agreement may result in immediate and irreparable injury, it is recognized and agreed that each Party shall be entitled to equitable relief, including injunctive relief and specific performance, in addition to all other remedies available at law.  Further, all obligations hereunder and all rights and remedies hereunder shall survive any return or destruction of the Confidential Information and any termination of the Agreement.

g.    The obligations set forth in this Section 8 shall not apply to any information which (i) was already rightfully known to the receiving Party prior to the time that it is disclosed to the receiving Party hereunder; (ii) is or has become publicly available through no breach of this Agreement or other wrongful act of the receiving Party; (iii) has been rightfully received from a Third Party not under obligation of confidentiality to the disclosing Party and without breach of this Agreement; (iv) has been approved for release by written authorization of the disclosing Party; (v) is independently developed by one Party without using the Confidential Information of the other Party; or (vi) is required to be disclosed pursuant to a final binding order of a governmental agency or court of competent jurisdiction, provided that the disclosing Party has been given reasonable notice of the pendency of such an order and the opportunity to contest it.

h.    TEAMLEASE’s Systems.  Training Consultant will maintain the integrity of TEAMLEASE’s systems.  Training Consultant also will take all necessary steps to prevent the unauthorized use or misuse of, and to avoid jeopardizing, TEAMLEASE’s systems including, but not limited to:

 

i.     using the systems and the Confidential Information they contain solely for authorized TEAMLEASE activities;

ii.    notifying TEAMLEASE of any unauthorized use or misuse of the systems, Confidential Information, or any activity that appears questionable;

iii.   maintaining the secrecy of Training Consultant’s password and other system access identification;

iv.   preventing others from using a terminal to which Training Consultant has logged on until Training Consultant has logged off;

v.   logging off or locking Training Consultant’s terminal whenever Training Consultant leaves the terminal; and

vi.   complying with the requirements and limitations set forth in any other TEAMLEASE policies stated from time to time. 

1. Indemnity

 

The Training Consultant shall have liability and shall indemnify and keep TEAMLEASE indemnified for any loss, liability, costs (including legal costs), damages and expenses incurred by TEAMLEASE, arising from any breach by the Training Consultant of the terms of this Agreement and/or in connection with the provision of the Services hereunder, including, without limitation any negligent or reckless act, omission or default, fraud, misrepresentation, wilful misconduct or failure to comply with local laws.

      

6.    Settlement of Disputes

 

1. Neither Party shall be entitled to make any claim and or be liable to the other Party whether in tort (including negligence), contract or under any other legal theory except as specifically provided in this Agreement.

 

1.  If for any reason TEAMLEASE and the Training Consultant are unable to resolve a claim for an adjustment, either party shall notify the other in writing that a dispute exists and request a final determination.  Any such request by the Party shall be clearly identified by reference to this Section and shall summarize the facts in dispute and the Party’s proposal for resolution. If the matter cannot be resolved mutually, the dispute shall be referred for Arbitration in accordance with the Arbitration and Conciliation Act, 1996. 

 

      

7.    Entire Agreement

 

7.1.   This Agreement and documents attached herewith constitute the entire agreement between the Parties with respect to the subject matter hereof.

7.2.   No changes, amendments, modifications or waiver of any of the terms and conditions hereof shall be valid, unless reduced to writing and signed by duly authorised representatives of both parties hereto.

7.3.   This Agreement may be signed in counter parts.

 

 

8. Waiver

 

8.1       Failure by TEAMLEASE or the Training Consultant to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.