INDEPENDENT CONSULTANT AGREEMENT

AGREEMENT (“Agreement”) made and entered into this ______ day of __________, 200__
(“Effective Date”), by and between ___________________________ (“Company”), having its
principal place of business at _______________________________________ and
_______________________________________ (“Consultant”) having his principal address at
_______________________________________ (collectively the “Parties”).

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein,
and other good and valuable consideration the sufficiency of which is hereby acknowledged,
Company and Consultant covenant and agree as follows:

1. Services & Payment. Consultant shall perform consulting services for Company (the
“Services”) as more specifically set forth in Appendix A of this Agreement, attached
hereto and made part hereof by this reference. Consultant shall submit monthly invoices
to the Company which describe the work performed and the time expended. Company
shall pay Consultant at the rate of _____(write out)___________________________Rs.
(INR) per __(mo/day/yr)__. Company shall reimburse Consultant for all reasonable and
substantiated expenses as required to perform the Services. Company shall pay
Consultant within ten (10) days of receipt of Consultant’s monthly invoice.

2. Term and Termination. This Agreement shall commence on the Effective Date and
shall continue in effect until the Service are completed unless sooner terminated as
provided for herein. This Agreement may be renewed upon mutual written consent of the
parties not less than thirty (30) days prior to the expiration of the Term. Either party may
terminate this Agreement or any renewal thereof, with or without cause, upon notice to
the other party.

3. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of
this Agreement each party shall be and act as an independent contractor and not as
partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the
 other to any contract. Consultant is an independent contractor and is solely responsible
for all taxes, withholdings, and other statutory or contractual obligations of any sort,
including, but not limited to, Workers' Compensation Insurance.

4. Location of Services. The Consultant shall supervise the performance of the Services and
shall be entitled to control the manner and means by which the Services are performed,
subject to the terms of this Agreement and any specifications, schedules or plans
approved by Company.

5. Materials. Consultant shall provide any materials, including but not limited to personal
computers, telecommunications equipment, etc. as shall be required to perform the
Services. Any equipment or materials furnished by Company shall remain the sole
property of Company. Any equipment or materials furnished by the Consultant and
consumed in the course of performance of the Services shall be reimbursed to the
Consultant as a reasonable and substantiated expense.

6. Confidential Information. Consultant agrees that all Inventions and all other business,
technical and financial information Consultant develops, learns or obtains during the
period over which he is or is supposed to be providing Services that relate to Company or
the business or demonstrably anticipated business of Company in connection with
Services or that are received by or for Company in confidence, constitute “Confidential
Information.” Consultant will hold in confidence and not disclose without prior written
consent or, except in performing the Services, use any Confidential Information.
However, Consultant shall not be obligated under this paragraph with respect to
information Consultant can document is or becomes readily publicly available without
restriction through no fault of Consultant. Upon termination and as otherwise requested
by Company, Consultant will promptly return to Company all items and copies
containing or embodying Confidential Information, except that Consultant may keep its
personal copies of its compensation records and this Agreement. Consultant agrees not to
disclose or disseminate the Confidential Information for a period of three (3) years from
the date of disclosure of the Confidential Information.
7. Intellectual Property. Company shall own all right, title and interest (including
patent rights, copyrights, trade secret rights, mask work rights, trademark rights and all
other intellectual property rights throughout the world) relating to any and all inventions,
works of authorship, mask works, designations, designs, know-how, ideas and
information made or conceived or reduced to practice, in whole or in part (collectively,
“Inventions”) by Sub-Contractor during the term of this Agreement that relate to the
subject matter of, or arise out of the Services. Sub-Contractor shall promptly disclose and
provide all Inventions to Company. All Inventions are work made for hire to the extent
allowed by law and, in addition, Sub-Contractor hereby makes all assignments necessary
to accomplish the foregoing ownership. Sub-Contractor shall further assist Client, at
Client’s expense, to further evidence, record and perfect such assignments, and to perfect,
obtain, maintain, enforce, and defend any rights assigned. Sub-Contractor hereby
irrevocably designates and appoints Client as its agents and attorneys-in-fact to act for
and in Sub-Contractor's behalf to execute and file any document and to do all other
lawfully permitted acts to further the foregoing with the same legal force and effect as if
executed by Sub-Contractor. Sub-Contractor shall provide to Company any and all copies
of all materials created for Company under this Agreement at the conclusion of Sub-
Contractor’s Services under this agreement or the Termination Date, whichever occurs
first.

8. Warranties. Sub-Contractor warrants that: (i) the Services shall be performed in a

timely and professional manner in accordance with applicable professional standards; (ii)
no part of this Agreement is inconsistent with any obligation Subcontractor may have to
others; (iii) Sub-Contractor has the full right to allow it to provide the assignments and
rights provided for herein; and (iv) Subcontractor will not engage in any conduct which
will infringe on any copyright, trademark, service mark, trade name, patent, trade secret
or other intellectual property or proprietary right or right of publicity or privacy, or libel,
slander, defame or disparage, any third party (“Third Party Claims”), or create risk of
liability for Company with respect to any Third Party Claims.
9. Indemnification. Sub-Contractor shall indemnify and hold Company harmless from and
against any and all liabilities, claims, costs, assessments, fees or expenses of any kind,
including without limitation defense costs and attorneys’ fees arising from or related in
any way to: (i) Services provided by Sub-Contractor under this Agreement; (ii) any claim
which, if proved, would breach any warranty or representation of Sub-Contractor; and
(iii) any and all Third Party Claims caused by Sub-Contractor. Company shall promptly
notify Subcontractor of any Third Party Claim and Subcontractor shall, at Company’s
option, conduct the defense in any such third party action arising as described herein at
Sub-Contractor’s sole expense and Company shall cooperate with such defense.

10. Survival. Because any breach of Section 2, 4, 5, or 7 will cause irreparable harm to
Company for which damages would not be a adequate remedy, Company reserves the
right to seek injunctive relief with respect thereto in addition to any and all other
remedies available in equity or at law. In any action or proceeding to enforce any rights
under this Agreement, the prevailing Party shall be entitled to recover costs and
reasonable attorneys fees. The obligations set forth in Sections 2, 4, 5, 7 and 13 of this
Agreement shall survive termination or expiration of this Agreement. Company may
communicate Sub-Contractor’s obligations under this Agreement to any other (or
potential) client or employer of Sub-Contractor.

11. Miscellaneous. The failure of either party to enforce its rights under this Agreement at
any time for any period shall not be construed as a waiver of such rights. No changes or
modifications or waivers to this Agreement will be effective unless in writing and signed
by both parties. In the event that any provision of this Agreement shall be determined to
be illegal or unenforceable, that provision will be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise remain in full force and effect
and enforceable. This Agreement shall be governed by and construed in accordance with
the laws of the State of Illinois without regard to the conflicts of laws provisions thereof.
In any action or proceeding to enforce rights under this Agreement, the prevailing party
will be entitled to recover costs and attorneys fees. Headings herein are for convenience
of reference only and shall in no way affect interpretation of the Agreement.
AGREED AND ACCEPTED:

(Company)
By:___________________________ (Signature)

___________________________ (Printed or Typed Name)

Its: ___________________________(Title)

And
By:___________________________(Consultant)

APPENDIX A

1. Services.

[Please include a detailed description of the services to be performed and approximates dates for
completion, if necessary.]

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