Contractor Agreement

This Agreement is made between ____________________ ("Client") with a principal

place of business at __________________ and _______________ ("Contractor"),

with a principal place of business at ____________________________.

1. Services to Be Performed

Contractor agrees to perform the following services: _____________

OR

Contractor agrees to perform the services described in Exhibit A, which is attached to

this Agreement.

2. Payment

In consideration for the services to be performed by Contractor, Client agrees to pay

Contractor at the following rates: ____________________________.

Contractor shall be paid within a reasonable time after Contractor submits an invoice

to Client. The invoice should include the following: an invoice number, the dates

covered by the invoice, and a summary of the work performed.

3. Expenses

Contractor shall be responsible for all expenses incurred while performing services

under this Agreement. This includes automobile, truck, and other travel expenses;

vehicle maintenance and repair costs; vehicle and other license fees and permits;
insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone

expenses; meals; and all salary, expenses, and other compensation paid to employees

or contract personnel the Contractor hires to complete the work under this Agreement.

OR

Client shall reimburse Contractor for the following expenses that are attributable

directly to work performed under this Agreement: _________________.

Contractor shall submit an itemized statement of Contractor's expenses. Client shall

pay Contractor within 30 days after receipt of each statement.

4. Vehicles and Equipment

Contractor will furnish all vehicles, equipment, tools, and materials used to provide

the services required by this Agreement. Client will not require Contractor to rent or

purchase any equipment, product, or service as a condition of entering into this

Agreement.

5. Independent Contractor Status

Contractor is an independent contractor, and neither Contractor nor Contractor's

employees or contract personnel are, or shall be deemed, Client's employees. In its

capacity as an independent contractor, Contractor agrees and represents, and Client

agrees, as follows

[Check all that apply]

[ ] Contractor has the right to perform services for others during the term of this

Agreement.
[ ] Contractor has the sole right to control and direct the means, manner, and method

by which the services required by this Agreement will be performed. Contractor shall

select the routes taken, starting and quitting times, days of work, and order the work

is performed.

[ ] Contractor has the right to hire assistants as subcontractors or to use employees

to provide the services required by this Agreement.

[ ] Neither Contractor nor Contractor's employees or contract personnel shall be

required to wear any uniforms provided by Client.

[ ] The services required by this Agreement shall be performed by Contractor,

Contractor's employees, or contract personnel, and Client shall not hire, supervise, or

pay any assistants to help Contractor.

[ ] Neither Contractor nor Contractor's employees or contract personnel shall receive

any training from Client in the professional skills necessary to perform the services

required by this Agreement.

[ ] Neither Contractor nor Contractor's employees or contract personnel shall be

required by Client to devote full time to the performance of the services required by

this Agreement.

6. Business Licenses, Permits, and Certificates

Contractor represents and warrants that Contractor and Contractor's employees and

contract personnel will comply with all federal, state, and local laws requiring drivers

and other licenses, business permits, and certificates required to carry out the services

to be performed under this Agreement.

Client will not:

• withhold (Social Security and Medicare taxes) from Contractor's payments or make

TAX payments on Contractor's behalf

• make state or federal unemployment compensation contributions on Contractor's

behalf, or

• withhold state or federal income tax from Contractor's payments.

Contractor shall pay all taxes incurred while performing services under this

Agreement—including all applicable income taxes and, if Contractor is not a

corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall

provide Client with proof that such payments have been made.

8. Fringe Benefits

Contractor understands that neither Contractor nor Contractor's employees or contract

personnel are eligible to participate in any employee pension, health, vacation pay,

sick pay, or other fringe benefit plan of Client.

9. Unemployment Compensation

Client shall make no state or federal unemployment compensation payments on behalf

of Contractor or Contractor's employees or contract personnel. Contractor will not be

entitled to these benefits in connection with work performed under this Agreement.

10. Workers' Compensation

Contractor's employees. If Contractor hires employees to perform any work under this

Agreement, Contractor will cover them with workers' compensation insurance to the

extent required by law and provide Client with a certificate of workers' compensation

insurance before the employees begin the work.

11. Insurance

Client shall not provide insurance coverage of any kind for Contractor or Contractor's

employees or contract personnel. Contractor shall obtain the following insurance

coverage and maintain it during the entire term of this Agreement:

[Check all that apply.]

[ ] Automobile liability insurance for each vehicle used in the performance of this

Agreement -- including owned, non-owned (for example, owned by Contractor's

employees), leased, or hired vehicles -- in the minimum amount of Rs_____ combined

single limit per occurrence for bodily injury and property damage.

[ ] Comprehensive or commercial general liability insurance coverage in the minimum

amount of Rs______ combined single limit, including coverage for bodily injury,

personal injury, broad form property damage, contractual liability, and cross-liability.

Before commencing any work, Contractor shall provide Client with proof of this

insurance and with proof that Client has been made an additional insured under the

policies.

12. Indemnification
Contractor shall indemnify and hold Client harmless from any loss or liability arising

from performing services under this Agreement.

13. Term of Agreement

This agreement will become effective when signed by both parties and will terminate

on the earlier of:

• the date Contractor completes the services required by this Agreement

• ____________ [date], or

• the date a party terminates the Agreement as provided below.

14. Terminating the Agreement

With reasonable cause, either Client or Contractor may terminate this Agreement,

effective immediately upon giving written notice.

Reasonable cause includes:

• a material violation of this Agreement, or

• any act exposing the other party to liability to others for personal injury or property

damage.

OR

Either party may terminate this Agreement at any time by giving ____ days' written

notice to the other party of the intent to terminate.

15. Exclusive Agreement

This is the entire Agreement between Contractor and Client.

This Agreement may be modified only by a writing signed by both parties.

17. Resolving Disputes

If a dispute arises under this Agreement, any party may take the matter to state court,

jurisdiction of the country of India

OR

If a dispute arises under this Agreement, the parties agree to first try to resolve the

dispute with the help of a mutually agreed-upon mediator in Mumbai (STATE). Any

costs and fees other than attorney fees associated with the mediation shall be shared

equally by the parties. If it proves impossible to arrive at a mutually satisfactory

solution through mediation, the parties agree to submit the dispute to a mutually

agreed-upon arbitrator in Mumbai (STATE). Judgment upon the award rendered by

the arbitrator may be entered in any court having jurisdiction to do so. Costs of

arbitration, including attorney fees, will be allocated by the arbitrator.

18. Confidentiality

Contractor acknowledges that it will be necessary for Client to disclose certain

confidential and proprietary information to Contractor in order for Contractor to

perform duties under this Agreement. Contractor acknowledges that disclosure to a

third party or misuse of this proprietary or confidential information would irreparably

harm Client. Accordingly, Contractor will not disclose or use, either during or after the
term of this Agreement, any proprietary or confidential information of Client without

Client's prior written permission except to the extent necessary to perform services on

Client's behalf.

Proprietary or confidential information includes:

• the written, printed, graphic, or electronically recorded materials furnished by

Client for Contractor to use

• any written or tangible information stamped “confidential,” “proprietary,” or with

a similar legend, or any information that Client makes reasonable efforts to maintain

the secrecy of

• business or marketing plans or strategies, customer lists, operating procedures,

trade secrets, design formulas, know-how and processes, computer programs and

inventories, discoveries, and improvements of any kind, sales projections, and pricing

information

• information belonging to customers and suppliers of Client about whom Contractor

gained knowledge as a result of Contractor's services to Client, and

• other: _____________________.

Upon termination of Contractor's services to Client, or at Client's request, Contractor

shall deliver to Client all materials in Contractor's possession relating to Client's

business.

Contractor acknowledges that any breach or threatened breach of Clause 18 of this

Agreement will result in irreparable harm to Client for which damages would be an

inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an

injunction, in the event of such breach or threatened breach of Clause 18 of this

otherwise available at law.

19. Proprietary Information.

A. The product of all work performed under this Agreement (“Work Product”),

including without limitation all notes, reports, documentation, drawings, computer

programs, inventions, creations, works, devices, models, work-in-progress and

deliverables will be the sole property of the Client, and Contractor hereby assigns to

the Client all right, title and interest therein, including but not limited to all audiovisual,

literary, moral rights and other copyrights, patent rights, trade secret rights and other

proprietary rights therein. Contractor retains no right to use the Work Product and

agree not to challenge the validity of the Client’s ownership in the Work Product.

B. Contractor hereby assigns to the Client all right, title, and interest in any and

all photographic images and videos or audio recordings made by the Client during

Contractor’s work for them, including, but not limited to, any royalties, proceeds, or

other benefits derived from such photographs or recordings.

C. The Client will be entitled to use Contractor’s name and/or likeness use in

advertising and other materials.

20. No Partnership
This Agreement does not create a partnership relationship. Contractor does not have

authority to enter into contracts on Client's behalf.

21. Assignment and Delegation

Either Contractor or Client may assign rights and may delegate duties under this

Agreement.

OR

Contractor may not assign or subcontract any rights or delegate any of its duties under

this Agreement without Client's prior written approval.

22. Applicable Law

This Agreement will be governed by Indian law, without giving effect to conflict of

laws principles.

Signatures

Client/Owner: _________________________________________________________

Printed Name

_________________________________________________________

Signature

_________________________________________________________

Date
Contractor: _________________________________________________________

Printed Name

_________________________________________________________

Signature

_________________________________________________________

Date

_________________________________________________________

Taxpayer ID Number

Attachments: _____Exhibit A: Additional Description of Services to be Performed

(check if applicable)