AGREEMENT

This agreement executed on 01-June-2012 by and between ACURATE INFOSOFT represented & owned by Mr. FARHAN SAIYAD having registered office at 13, 1ST FLOOR, SAMTA COMPLEX, Opp. PATTAHARKUWA POLICE STATION, Nr. RELIEF CINEMA, RELIEF ROAD, AHMEDABAD 380001. GUJARAT (INDIA). Herein alter for brevitys sake referred to as Business Associate Secondary Party, which expression shall unless exclude by or repugnant to the context, be deemed to mean and include its permitted assigns and successors-in-interest.

AND
XXXXXXXXXXXXXXXXX represented by Mr. xxxxxxxxxxxxxx having its office at XXXXXXXXXXXXX XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX. Herein after for brevitys sake to as a Service Provider Third Party which expression shall unless excluded by or repugnant to the context, be deemed to mean and include its permitted assigns and successors-in-interest

Whereas the Business Associate is engaged in the business of outsourcing the business for the IT and IT enabled services industry and whereas it has entered into an agreement with its client (herein after referred to as Principals) to execute the DATA ENTRY operations described in detail in the scope of work, which need to be executed through various Service Providers. Presently Business Associate is in a position to procure the business for Form Filling more meaningfully described in the column scope of work, through their principals and whereas the Business Associate is engaged inter alias, in the business of providing a wide spectrum of software solutions & services. The Business Associate has acquired the necessary expertise and developed the requisite skill base and infrastructure for successful execution of Form Filling Projects. This agreement represents the business agreement and operational understandings between the Business Associate for procuring the business and Service Provider to provide requisite services on behalf of the Business Associate for the principals. The agreement shall remain in effect for a period of 11 months from the date of providing the first data & can be extended for the period as mutually agreed upon.

NOW THIS AGREEMENT WITNESSETH AS FOLLOWS :

(1) SCOPE OF WORK :
The Service Provider will diligently carry out Form Filling of *.jpeg to *.MDB database file format of 4000 forms / seat using manual key stroke entries through the computer keyboard. Service Provider will get *.jpeg/ * .tiff/* .PDF on a regular monthly basis along with customized software. The Service Provider should submit the converted data within 25 days after providing the commercial data, which has been tested for readability and has undergone the entire quality process and accuracy levels, in accordance to the instructions as supplied, through mail / CD on monthly basis and if Service Provider is not able to submit the converted data within 25 days then agreement stands cancelled. Principals and Business Associate dont allow the Service Provider to use any software or Automation Software to complete the assigned Form Filling Work. If its found that the Service Provider is using unwanted means to complete the task then same will be considered as a fraud and agreement stands cancelled and the Service Provider has to pay 50% of the Association Fee as compensation to the Security Deposit.
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Business Associate agrees to provide process documents and other necessary information for processing documents to the Service Provider at the time of work commencement.

(2)

PRICE :
For the Form Filling services rendered by the Service Provider, they shall be entitled for payment as per accuracy level (Clause No. 5). The Service Provider shall raise invoice every month with the data. The Business Associate will pay each bill within maximum 6 international working days, from the date of issue of Quality Check Report. The invoice can be raised through e-mail and followed by hard copy. Q.C. Report will be provided in 6 international working days from the date of submission of the work.

(3)

BILLING :
Business Associate will provide work load of a minimum of 4000 Forms per Month per System. This work load will be increased according to the performance. This MOU has been signed for XXX systems; its the responsibility of the Service Provider to finish the work in time with these XXX systems.

(4)

ASSOCIATION FEE (SECURITY DEPOSIT) :

The Service Provider shall have to pay one time Association Fee (Security Deposit) of XXXXXXXXX for 01 system (i.e. 8,000/- INR per system) at the time of signup with the Business Associate. This amount has to be paid in the form of Demand Draft / Cheque in favor of ACCURATE INFOSOFT. Association Fee (Security Deposit) is NOT REFUNDABLE. If Service Provider fails in work.

(5)

ACCURACY :
Business Associate shall provide adequate feedback within 6 working days for all data and on completion of quality check shall issue a Q.C. Report. Service Provider agrees and assures to provide highest quality of services. The Service Provider accepts that if there is any kind of delay in placing Q. C Report or Project the Service Provider should co-operate with the Business Associate. Following cycle for accuracy will be followed on the entries made by the Service Provider.
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ACCURACY LEVEL 98% to 100% 96% to 97.99% 94% to 95.99% 92% to 93.99% 90% to 91.99% Less than 90%

CHARGES AS PER ACCURACY LEVEL 10/- INR per Form 08/- INR per Form 06/- INR per Form 04/- INR per Form 02/- INR per Form No Payment & Data will be reissued for rework.

One chance of rework will be given to the Service Provider. If Service Provider fails to maintain required accuracy level of 96% in rework then this agreement will be automatically cancelled. If Service Provider achieves the accuracy level above 96% in rework then the payment will be paid by first party according to clause no. 5 in agreement. If the Service Provider fails to submit the work within 5 days from the date of submission of rework by the Business Associate with required accuracy level, then the agreement stands cancelled and the Service Provider will have to pay 20% of the Association Fee as compensation to the Business Associate as business damages. Accuracy will be performed randomly or if the Service Provider takes 10,000 forms in one slot and if 1000 entries are wrong then accuracy will be considered as 90%.

(6)

SHORT SUPPLY OF DATA :

If the Business Associate fails to provide the data in full or if there is short supply of data more than 15% during any month, then the Service Provider shall be compensated to the extent of 50% of such short supply / non supply of data as well as if Service Provider fails to complete schedule data. Service Provider has to bear penalty of 10% value of that schedule data.

(7) (8)

Business Associate agrees to provide formats and other information for processing the job to Service Provider at the time of providing the data. Telecommunication cost applicable at each end shall be borne by the both parties individually.

(9)

CONFIDENTIALITY :

 Incase Business Associate fails to provide any data as per the agreement, a month
after two months to the Service Provider or will not be able to continue supply of data to the Service Provider. Business Associate will return upfront amount after detecting 30%, and if Business Associate fails to provide data before 2 months the 100% Association Fee (Security Deposit) will be refund. As used in this agreement, the term Confidential Information includes, but is not limited to the following items, whether existing now or created in the future and whether provided orally, in hard copy or by some other method. The Parties shall, and shall cause their respective employees and subcontractors to hold all confidential information in the strictest of confidence at all times making no use thereof other than in connection with the performance of their obligations under this agreement. Neither party nor any of its respective employees or subcontractors shall, without the prior written approval of the other party : (I) release any confidential information to any person other than its employees or consultants known to need access to such matters in order to perform their obligations under this contract; or (II) duplicate or otherwise reproduce any confidential information excepts as required in connection with the performance of their obligations. Upon termination of this agreement both parties shall return all records and copies of confidential information, in whatever form then existing, to the other party. The parties agree to cause each of their respective employees and subcontractors to execute appropriate confidentiality agreements in order to give full effect to this clause. In the event either party or any of its employees or subcontractors is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or process) to disclose any confidential information, such party shall provide the other party with prompt notice of any such request or requirement (written, if practicable) so that such may seek an appropriate protective order or waive compliance with the provisions of this agreement. If failing the receipt of a protective order or of a waiver hereunder, a party or any of its employees or subcontractors is compelled to disclose confidential information. Such party or the employee or subcontractors shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that portion of the confidential information which is being disclosed.

(10)

Business Associate will provide all kind of technical support to the Service Provider.

ACCURATE INFOSOFT is considered as the second party, who can signup

campaigns on behalf of first party. The first party is the client, who outsources their campaign. ACCURATE got the rights to provide the work on behalf of them. ACCURATE INFOSOFT will do follow with principle company / first party. In case the first party doesnt pay to third party after achieving the required accuracy level according agreement.

 ACCURATE INFOSOFT in the event of any dispute or difference arising between the
Candidates (Third Party and the First Party) here to relating to or arising out of this Terms, Including the Implementation, Execution Interpretation, Rectification, Validity, Enforceability, Termination or Rescission thereof, Payments, Including the Rights, Obligations or Liabilities of the parties, Consulting will not entertain any adjudication between them.

(11) (12) (13)

Business Associate will issue LC (Letter of Credit) to Service Provider within 15 days after receiving 10% of total revenue amount. This will be valid for 90 days. Business Associate will provide all kind of technical support to the Service Provider. Service Provider will execute the data processing work provided by Business Associate through personnel in such a manner so as to carry out the work efficiently at the Accuracy Level (Clause No. 5) mentioned in the agreement. The Business Associate must acknowledge the accuracy & completeness of the processed document file received within a period of 2 international working days from the date of receipt of the same. In case any document is missing Business Associate must inform to the Service Provider within 2 working days.

(14)

(15)

TERMINATION :
If Service Provider fails to submit data on time or, if Service Provider fails to give accuracy as mentioned above in output files and fails to get billing even after rework. Principals and Business Associate reserves the right to terminate the agreement immediately and Business Associate will not be responsible for any further data and payment what so ever to the Service Provider. This AGREEMENT may be terminated by any of the parties for breach of understanding on any clauses of this agreement giving 7 days notice to either party giving clearly account of the reasons for such termination. On termination from either party, for whatever reason, the payments due to Service Provider for the work accurately done till the date of termination shall be paid as per payment clause of the agreement.

(16)

No modification of terms & condition of this AGREEMENT shall be valid, unless it is in writing and signed both the parties.

(17)

FORCE MAJEURE :

If the rendition of the form filling services is hampered due to Earthquake, Flood, Tempest, Civil Riots or Act of God then the Service Provider shall be absolved of its obligations hereunder till normalcy is restored after the cessation of the aforementioned contingencies. The Service Provider shall likewise be absolved if rendition of the services is hampered due to strike called by the data entry operators engaged by the Service Provider, Violence or Political Turbulence or for any other reason of a similar nature, which is beyond the control of the Service Provider.

(18)

WAIVER :
Failure or abstinence by either party at any time to enforce any provision of this agreement of their rights hereunder or to require performance of any provision hereof shall in no way affect the validity of this agreement or any part hereof or the right of either party at any time thereafter to enforce its rights hereunder; nor shall it be taken to constitute a condo nation of that default or any other or subsequent default.

(19)

SEVERABILITY :
Unenforceability of any provision of this agreement shall not affect any other provisions herein contained; instead, this agreement shall be construed as if such unenforceable provision had not been contained herein.

(20)

VARIATION :
Except as otherwise expressly provided in this agreement this agreement may not be changed or modified in any way after it has been signed, except in writing signed by or on behalf of both of the parties.

(21)

DISPUTE RESOLUTION & JURIDICTION :

In the event of any dispute or difference arising between the parties here to relating to or arising out of this agreement, including the Implementation, Execution, Interpretation, Rectification, Validity, Enforceability, Termination or Rescission thereof, Including the rights, Obligations or Liabilities of the Parties here to, the same will be adjudicated and determined by arbitration. The arbitration shall be conducted by a panel of two arbitrators one each selected parties here to and both the arbitrators thus appointed shall be appoint the third arbitrator who shall function as the presiding arbitrator. The arbitration shall be conducted at AHMEDABAD (GUJARAT INDIA) in the English Language. Any arbitration award shall include attorneys fee for the pre vailing party. The courts in the city of AHMEDABAD shall have exclusive jurisdiction to entertain try and determined any dispute.
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IN WITNESS WHEROF the parties here to have executed this agreement with free
consent and without any Coercion, Undue Influence, Fraud and Misrepresentation present these on the date herein before written.

BUSINESS ASSOCIATE

ACCURATE INFOSOFT
Signed By :

Authorized Signatory NAME : Mr. FARHAN SAIYAD.

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SERVICE PROVIDER

XXXXXXXXXXXXXXXXXXXXXX.
Signed By :

Signatory NAME : xxxxxxxxxxxxxxxxxx

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