Faaiza Sharieff IELTS Demo Trainer - Part Time Consultant (1)
Faaiza Sharieff IELTS Demo Trainer - Part Time Consultant (1)
Karnataka, 560102 (hereinafter referred to as “Company”, which expression shall unless repugnant to
the meaning and context, mean and include its affiliates, associates, administrators, successors and
permitted assigns)
AND
Ms/Mr Faaiza Sharieff residing at Bangalore (hereinafter referred to as the “Consultant”)
WHEREAS the Consultant is engaged in the business of providing services as a consultant, he/she will
provide his/her expert services in managing the process as a IELTS Demo Trainer - Part Time Consultant
as requirements for Leap Finance.
AND WHEREAS the Consultant possesses the necessary expertise required for the successful pursuit of
the Company ́s business interests;
AND WHEREAS the Company wishes to avail the benefit of the Consultant ́s expertise and the Consultant
agrees to render services to the Company;
AND WHEREAS the Company and the Consultant wish to enter into an agreement, whereby the
Consultant shall provide certain services to the Company in respect he/she will provide his/her expert
services in managing the process as a IELTS Demo Trainer - Part Time Consultant.
NOW THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants
herein contained, it is hereby agreed as follows:
1. DEFINITIONS
1. “Agreement” or “the Agreement” or “this Agreement” means this Services Agreement and shall
include all the recitals, schedules or exhibits that may be annexed to this Services Agreement
and any amendments made to this Services Agreement by the Parties in writing.
2. ”Intellectual Property” shall include (a) all inventions (whether patentable or unpatentable and
whether or not reduced to practice), all improvements thereto, and all patents, patent
applications, and patent disclosures, together with all re-issuances, continuations,
continuations-in-part, revisions, extensions and re-examinations thereof, (b) all trademarks,
service marks, logos and trade names, together with all translations, adaptations, derivations,
and combinations thereof, and all applications, registrations and renewals in connection thereof,
(c) all copyrightable works including digital copyright, typography rights, database rights
(including rights of extraction) and all applications, registrations and renewals in connection
therewith, (d) all trade secrets, including ideas, research and development, recipes,
compositions, manufacturing and production processes and techniques, technical data, designs,
drawings, (e) all computer software (including data and documentation), (f) all other intellectual
property rights recognized under any jurisdiction and (g) all copies and tangible embodiments
thereof (in whatever form and medium).
3. “Services” shall mean any and all services which the Consultant has agreed to render to the
Company under this Agreement and as more particularly described in Annexure 1 hereto, which
may be amended from time to time by mutual agreement between the Parties.
2. GRANT
The Company hereby appoints the Consultant for rendering Services during the Term - “Term”
shall mean the period described in clause 5 (in accordance with the provision of the Agreement)
and the Consultant hereby accepts such appointment to act for the consideration and on the
terms and conditions mentioned herein.
3. PROVISION OF SERVICES
1. Rules, Procedures, Policies and Ethical Conduct: The Company has established rules, procedures
and policies, which from time to time are subject to amendments and additions. The Consultant
acknowledges complying with all rules, procedures and policies laid down by the Company and
all subsequent additions and amendments thereto. The Company shall endeavor to provide the
information on these matters from time to time. The Consultant acknowledges observing best
ethical practices, strictly observes the Company ́s code of ethics and independence and shall, in
all circumstances maintain complete independence in all dealings. The Consultant shall not
accept any gift or favor of whatsoever nature whether monetary or non-monetary from any of
the present or future suppliers, sub-contractors, consultants, partners, vendors, customers,
partners or employees of the Company without obtaining prior written consent from the
Company.
2. The Consultant shall work for such a number of hours as may be necessary to properly and
effectively render the Services within the timelines specified by the Company and for the
purpose of executing the Services as per the requirements of the Company. The Consultant
hereby agrees and acknowledges that no fees or additional remuneration other than the Service
fees (“Service fees” shall mean the fees described in Section 4.1), shall be payable to the
Consultant rendering the Services for the scope described in detail in Annexure 1.
3. The Consultant shall be solely and exclusively responsible for rendering the Services, under this
Agreement and the Consultant hereby represents and warrants that the Services rendered to the
Company shall be of the highest standards of professionalism and manner consistent with the
Company ́s goals and ethical standards.
4. Non-Compete and Exclusive Engagement: During the Term of the Agreement, The Consultant
warrants that he/she will work exclusively for the Company and shall not enter into agreements
similar to this agreement or work with other persons or entities, which competes either directly
or indirectly with the Company, without obtaining the express written consent from the
Company to do so.
4. SERVICE FEES
1. In consideration with the Consultant rendering Services in accordance with the terms of this
Agreement the Company shall pay to the Consultant Service fees as detailed in Annexure 2.
2. The Consultant shall provide continuous services to the Company during the Term. In the event
that the Consultant, for any reason, discontinues such services; the Company shall not be liable
to pay the Service fees for the period for which the Consultant has discontinued the services. If
at any time during the Term, the scope of Services to be rendered by the Consultant is altered,
the parties shall mutually negotiate and agree upon the alteration of the Service fees, if any.
3. The Consultant shall raise an invoice for the Services rendered by the Consultant on the last day
of each month or at such mutually agreed intervals, for which the Services are rendered by the
Consultant. The Company shall within seven (7) days from the date of receipt of the invoice from
the Consultant make payments to the Consultant.
4. All payments made by the Company to the Consultant under this Agreement are subject to
deduction of tax at source as may be applicable from time to time. Further, all service tax and
other taxes under this statute, present or future, that may become payable on all payments
made by the Company to the Consultant under this Agreement shall be borne by the Consultant.
5. The consultant shall devote reasonable efforts to promote the interests of the Company and its
operations and all its activities and shall comply with the internal policies / standards of the
Company and the standards specified by the customers / client of the Company, as they may
exist and be notified to the Consultant from time to time.
6. The Company shall reimburse actual expenses for business and related expenses such as travel /
accommodation / phone charges etc.; against supporting vouchers provided that those costs
have been pre-approved by the Company in writing. The Consultant hereby agrees and
acknowledges that other than the Service Fees and the amounts specified herein, the Consultant
shall not be entitled to receive any additional benefit or perquisite for rendering Services to the
Company under this Agreement. Any product or service required to be delivered by a third party
in support of achievement of the Consultant ́s service objectives as mutually agreed by the
Parties, shall be delivered through a direct contract between the third party and the Company
and shall be governed by the terms agreed between the two parties thereof. The Company
indemnifies the Consultant against any liabilities or claims arising from such a third-party
agreement.
7. No Benefits: Consultant acknowledges that for the purpose of this agreement and any and all
services provided hereunder, the Consultant is not an employee of the company and will not be
entitled to any benefit as a Company employee.
8. Insurance: The Consultant will be responsible for her own medical insurance and other
insurances. The Company will not take any insurance on the Consultant during the Term.
9. During the subsistence of this Agreement, the Consultant shall not employ or attempt to employ
or assist anyone else to employ any person who is in the employment of the Company or who
has been working with the Company as a Consultant, at the time of the alleged prohibited
conduct, or was in the employment of the Company at any time in the preceding six months.
5. TERM
This Agreement shall commence on Thursday, August 22, 2024 and shall continue to remain in
force and be valid for 12 months till Friday, August 22, 2025. This Agreement may be reviewed
and renewed at the end of twelve months at the same terms and conditions.
6. REPORTING MANAGER AND LOCATION
The Consultant shall report to Mr/Ms Rajgeetha Balamurali. You will be based out of Remote.
However, during the course of the Term, the Consultant may be posted anywhere to serve any of
the company ́s offices within India or abroad, at the sole discretion of the management of the
Company.
7. REPRESENTATION AND WARRANTIES BY THE CONSULTANT
The Consultant hereby represents to the Company as under:
1. That the Consultant has the necessary expertise, skill and qualifications to render the Services
under this Agreement; and
2. The execution of this Agreement by the Consultant does not or shall not violate any law, rule,
regulation or order applicable to the Consultant or violate or contravene the provisions of or
constitute a default under any documents, contracts, agreements or any other instruments to
which it is a party or which are applicable to it.
3. The Consultant will not enter into any other agreement that is in conflict with the Consultant ́s
obligation under this Agreement.
8. TERMINATION
1. This Agreement may be terminated at any time, by mutual consent between the Parties, subject
to the conditions in clauses 8.2 below.
2. Either Party may terminate this Agreement without providing any reasons, by giving a written
notice to the other Party for 30 Days or on payment as the case may.
1. If the Company / Consultant commits a breach of any of its obligations, warranties and
undertakings under this Agreement and such breach is incapable of being remedied in the
opinion of the Company / Consultant.
2. If the Consultant absents herself or fails to render Services for 7 continuous days without
intimating the Company.
9. CONSEQUENCES OF TERMINATION
On termination of this Agreement, the Consultant shall at his own cost and expense return to
the Company any material, equipment, hardware, software, information or documentation
supplied by the Company to the Consultant, during the course of rendering Services. Upon
receipt of all such material and belongings, the Company shall pay any amounts outstanding and
payable to the Consultant under this Agreement.
10. INTELLECTUAL PROPERTY
1. All Intellectual Property in relation to the Services rendered by the Consultant developed for the
specific requirements of the Company under this Agreement, including but not limited to all
designs, surveys, drawings and plans and any ancillary or derivative creation in relation to such
deliverable shall be considered ̈work for hire ̈ and shall immediately upon creation thereof and
without any further act, irrevocably and perpetually vest with the Company. The Consultant shall
not have and shall not be deemed to have any right or interest in such Intellectual Property and
shall not be entitled to use the same at any point of time for any purpose whatsoever without
the consent of the Company in writing.
2. The Company shall be deemed to be the first owner of any or all Intellectual Property so
developed relating to or connected with the Services and shall have the right to use, adapt,
change, combine, revise, delete from, and add to any such Intellectual Property to the extent the
Consultant in its sole discretion decides.
3. The Consultant irrevocably and unconditionally waives all his legal and moral rights or any rights
of similar nature under any law in any jurisdiction over all or any Intellectual Property developed
by her in connection with the Services.
4. The Consultant hereby agrees to execute such other documents as may be required by the
Company to give effect to the provisions of this Clause, at no additional cost to the Company.
5. The Company may from time to time employ standard Intellectual Property, including but not
limited to processes, proprietary technology, tools and manuals developed independently by
the Company, whether prior to or during the Term of the Agreement, to aid in delivery of
Services. The Consultant acknowledges that the rights for such standard Intellectual Property
shall vest with the Company.
1. The Consultant shall treat any information (hereinafter “Confidential Information”) obtained in
relation to the Company, its affiliates, its clients or customers including all information and
Intellectual Property created / developed by the Consultant during the course of performing the
obligations under this Agreement as confidential, and shall not divulge the same to any other
party except as required by law, without the prior written consent of the Company.
2. Such information, whether written or otherwise, and whether or not specifically designated to
be confidential, may include, but not limited to, information related to the business, assets or
affairs of the Company, business plans and operations, financial data, customer lists and
technical and commercial information and the fact or content of this Agreement or consent of or
information derived from any communication from the Company to Consultant or discussion
between the parties.
3. This clause shall not apply to any information that comes into the public domain or such
information whose disclosure is demanded by a competent judicial authority.
1. The present agreement between the Consultant and the Company shall supersede all other
agreements, oral or in writing, express or implied. Any modifications or amendments or revisions
to this Agreement shall be affected by mutual agreement of the Consultant and the Company in
written form.
2. The parties acknowledge that they are independent contractors under this Agreement, and
except if expressly stated otherwise, none of the parties, or any of their employees or agents,
has the power or authority to bind or obligate another party. Except if expressly stated, no third
party is a beneficiary of this Agreement.
3. This Agreement is not assignable, delegable, sub-licensable or otherwise transferable by the
Consultant in whole or in part without the prior written consent of the Company. Any transfer,
assignment, delegation or sublicense by the Consultant without such consent is invalid.
4. In case of any dispute arising, the dispute shall firstly be resolved through amicable negotiations.
If the dispute cannot be resolved through negotiation, either party may bring the dispute to the
competent court of India for settlement.
5. This consultant agreement shall be made in two copies in English; each party shall retain one
copy of the duly signed agreement.
IN WITNESS WHEREOF, the parties execute this Agreement. Each person who signs this Agreement below
represents that such person is fully authorized to sign this Agreement on behalf of the applicable party.
COMPANY
CONSULTANT
Signature:
Name: Faaiza Sharieff
Designation: IELTS Demo Trainer - Part Time Consultant
Place: Remote
Annexure 1
Scope of Services - IELTS Demo Trainer - Part Time Consultant at Outleap Technologies Pvt. Ltd.
Annexure 2
Service Fees – Rs. 180 per hour (10% of TDS applicable)